DEF 14A of KORU Medical Systems, Inc., Apr 4, 2025

DEF 14A of KORU Medical Systems, Inc.

Filed Apr 4, 2025 · FY20240001161697-25-000139

Open on EDGAR

  1. What percentage of the vote is required to elect the nominees to the Board of Directors?

    What percentage of the vote is required to elect the nominees to the Board of Directors? To be elected as a director (Proposal 1), each director nominee must receive a plurality of the votes cast at the Annual Meeting by the shareholders entitled to vote in the election of directors. Should any director nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board of Directors may nominate or designate. Each director nominee has expressed his intention to serve the entire term for which election is sought. Broker non-votes and votes “withheld” will have no impact on the outcome of Proposal 1.

  2. Proposal 1: Election of Directors

    Proposal 1: Election of Directors ✔ The Board recommends a vote “FOR” each of the nominees for director. The Company’s Board of Directors (the “Board”) currently has 7 members, and all of our current directors are standing for election at the 2025 Annual Meeting. Members of the Board are elected to serve a term of one year and until their successors have been elected and qualified. All of the nominees for director have consented to being named in this proxy statement and to serve if elected. Shareholders will be unable to vote their proxies for more than 7 persons. The Company does not know of any reason why any nominee would be unable to serve as director. If any nominee is unable to serve, the shares represented by valid proxies will be voted for the election of such other person as the Board may nominate, or the size of the Board may be reduced. The Company’s directors have a variety of backgrounds, which reflects the Board’s continuing efforts to achieve a diversity of viewpoints, insights and perspectives on the Board. As more fully discussed below, director nominees are considered on the basis of a range of criteria, including their business knowledge and background, prominence and reputation in their fields and commitment to strong corporate governance and citizenship. They must also have experience and ability that is relevant to the Board’s oversight of the Company’s business and affairs. Each nominee’s biography starting on page 7 includes the particular experience and qualifications that led the Board to conclude that the nominee should serve on the Board.

  3. Proposal 1: Election of Directors

    | | | | Committee Membership* | | | | Nominee | Age | Director Since | AC | CC | NGC | | R. John Fletcher Chairman of the Board Managing Partner Emeritus, Fletcher Spaght Inc. | 79 | 2019 | M | M | C | | Robert A. Cascella Former CEO of Precision Diagnostics, Royal Phillips | 70 | 2022 | C | | | | Donna French, PhD VP Dosage Form Design and Development, AstraZeneca | 60 | 2021 | | | M | | Joseph M. Manko, Jr. Senior Principal, Horton Capital Management LLC | 59 | 2016 | M | C | M | | Shahriar (Shar) Matin Former CEO, Cordis Corporation | 50 | 2021 | | M | M | | Edward Wholihan Former CFO Medical Specialties Distributors | 65 | 2023 | | | | | Linda Tharby President and CEO, KORU Medical | 56 | 2022 | | | |

  4. Proposal 1: Election of Directors

    * As of March 31, 2025

  5. Proposal 1: Election of Directors

    | AC - Audit Committee | C – Chair | | CC – Compensation Committee | M – Member | | NGC –Nominating & Corporate Governance Committee | |

  6. Skills & Experience

    Skills & Experience The table below summarizes the key qualifications, skills and attributes of the nominees for director that served as the basis for the Board’s decision to nominate these individuals for election.

  7. Skills & Experience

    | Skills & Experience & Attributes | Fletcher | Cascella | French | Manko | Matin | Tharby | Wholihan | | Market Knowledge - Distribution | ✔ | ✔ | | | ✔ | ✔ | ✔ | | Market Knowledge - Specialty Pharma | ✔ | ✔ | ✔ | | | | ✔ | | Market Knowledge - Biopharma | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | | Medtech Industry Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Medtech Operational Experience | | ✔ | ✔ | | ✔ | ✔ | ✔ | | Healthcare Growth Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | International Healthcare Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | | Product Development | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | | Capital Markets Experience | ✔ | ✔ | | ✔ | ✔ | | ✔ | | Financial Expertise/Audit Committee Experience | ✔ | ✔ | | ✔ | ✔ | | ✔ | | C-level Expertise | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Other Public Company Director Experience | ✔ | ✔ | | ✔ | | | | | Prior Knowledge of the Company | | | ✔ | ✔ | | ✔ | ✔ | | Independent | ✔ | ✔ | ✔ | ✔ | ✔ | | | | Female | | | ✔ | | | ✔ | |

  8. Nominees for Director

    Nominees for Director

  9. Compensation Committee

    | Members | Meetings in 2024 (#) | Principal Responsibilities | | Joseph M. Manko, Jr. (Chair) R. John Fletcher Shahriar Matin | 5 | ● Recommends compensation of our CEO to the independent members of the Board and approves the compensation of our other executive officers ● Approves all employment, severance and change in control agreements with our executive officers ● Serves as the granting and administrative committee for our equity compensation plans ● Administers our Annual Incentive Compensation Plan ● Oversees our policies relating to employee compensation and benefits ● Reviews and recommends to the Board director compensation, including equity awards |

  10. Non-employee director compensation

    Non-employee director compensation The Board believes that providing competitive compensation is necessary to attract and retain qualified non-employee directors. The key elements of KORU Medical’s non-employee director compensation are a cash retainer, stock compensation and Committee chair fees. Of the base compensation paid to non-employee directors (cash retainer and stock), slightly more than half is paid in shares of common stock. Ms. Tharby does not receive compensation for her service as a director. The Compensation Committee reviews the annual compensation of our non-employee directors and makes recommendations to the Board. The following table summarizes the Company’s non-employee director compensation plan in effect in 2024.

  11. Non-employee director compensation

    | Annual Compensation(1) | Amount | | Cash Retainer | $50,000 | | Common Stock Award | $60,000(2) | | Additional Common Stock Award for Chairman | $30,000(2) | | Audit Committee Chair Retainer | $15,000 | | Compensation Committee Chair Retainer | $11,500 | | Nominating and Corporate Governance Committee Chair Retainer | $7,500(3) |

  12. Non-employee director compensation

    (1) Paid in quarterly installments. (2) Number of shares of common stock issued determined by the average of the high and low prices of the Company’s common stock on the last day of the quarter as reported by the Nasdaq Capital Market. (3) R. John Fletcher, Chairman of the Board and Chair of the Nominating and Corporate Governance Committee, has agreed to forego this retainer. The Board believes that directors should hold meaningful equity ownership positions in the Company. To that end, a significant portion of non-employee director compensation is in the form of equity awards to further align the interests of our non-employee directors with our shareholders. Under the Board’s stock ownership guidelines, each non-employee director is required to own shares of KORU Medical common stock valued at four times the annual cash retainer and must comply with the guidelines within five years of joining the Board. All of our non-employee directors have achieved the required share ownership or are on track to meet their ownership target. The following table sets forth the compensation earned or received by our non-employee directors during fiscal year 2024.

  13. Non-employee director compensation

    | Name | Fees earned or paid in cash ($) | Stock awards ($) | All other compensation ($) | Total ($) | | R. John Fletcher Chairman of the Board Nominating and Governance Committee Chair | 50,000 | 90,000 | -- | 140,000 | | Robert A. Cascella Audit Committee Chair | 65,000 | 60,000 | -- | 125,000 | | Donna French | 50,000 | 60,000 | -- | 110,000 | | Joseph M. Manko, Jr. Compensation Committee Chair | 60,500 | 60,000 | -- | 120,500 | | Shahriar (Shar) Matin | 50,000 | 60,000 | -- | 110,000 | | Edward Wholihan | 50,000 | 60,000 | -- | 110,000 |

  14. Non-employee director compensation

    KORU Medical reimburses non-employee directors for travel and other business expenses incurred in the performance of their services for the Company. Our insider trading policy prohibits all of our directors from, among other things, margining or pledging any Company shares.

  15. Executive Compensation

    | What We Do | What We Don’t Do | | ✔ Use a balanced mix of cash and equity compensation and annual and long-term incentives ✔ Tie a significant portion of executive pay to performance against targets, both short- and long-term ✔ Align performance goals with shareholder value ✔ Ensure undue weight is not given to any single performance metric ✔ Consider peer groups ✔ Engage an independent compensation consultant ✔ Solicit annual say on pay vote ✔ Stock ownership guidelines ✔ Clawback provisions for performance-based compensation ✔ “Double trigger” for accelerated vesting of certain equity upon change in control | x Encourage excessive risk-taking by management x Grant discounted stock options x Reprice stock options x Allow hedging or pledging of Company shares x Tax gross-ups on severance or change in control x Provide excessive executive perquisites |

  16. Principal elements of our executive compensation

    Principal elements of our executive compensation Our 2024 executive compensation program consisted of the following principal elements: Base Salary, which provides a baseline level of compensation set forth in an employment agreement that is reviewed and subject to adjustment annually. Base salary is fixed cash compensation based on performance, scope of responsibilities, experience and competitive pay practices. Annual Incentive Compensation Program (“AICP”), which provides an annual variable cash payment tied to company and individual performance during the fiscal year. AICP cash bonus drives business performance towards achievement of annual goals and rewards individual contributions to the Company’s performance. Long Term Incentive Program (“LTIP”), which provides for annual awards of stock options, restricted stock units and performance share units pursuant to the Company’s 2024 Omnibus Equity Incentive Plan. Stock Options, which reward creation of shareholder value and promote executive retention. Stock options are exercisable for shares upon payment of the exercise price fixed at fair market value at the time of the award, and generally vest ratably over four years. Stock options are generally issued at the time of hire. In certain circumstances, the vesting of stock option awards is based on individual performance. Time-Based Restricted Stock and Restricted Stock Units, which increases executive ownership to align with shareholder interests and promotes executive retention. Time-based restricted stock and restricted stock units generally vest ratably over four years. Performance-Based Restricted Stock and Performance Share Units, which also increases executive ownership to align with shareholder interests and promotes executive retention. Performance-based restricted stock and performance share units tie vesting to the performance of the Company and/or the individual over a period of time. The compensation of our named executive officers includes substantial performance-based compensation, where the amount received by an executive varies based on Company and individual performance.

  17. Annual Incentive Compensation Plan

    Annual Incentive Compensation Plan As part of the Company’s pay-for-performance philosophy, the Company has an Annual Incentive Compensation Plan (“AICP”) applicable to all full-time employees, including the named executive officers, in the form of an annual cash bonus award potential. Target AICP awards are expressed as a percentage of base salary and, for the named executive officers, set forth in their respective employment agreements. An employee’s bonus award is made from a pool established by the Board for all employees under the AICP, based on achievement and over-achievement of any one or more measures of the Company’s financial or other performance for the year as determined in the discretion of the Board. The Company performance targets may include any one or more of the following criteria, measured on an absolute basis or relative to a pre-established target, in each case as specified and weighted by the Board: (i) revenues, (ii) earnings before one or more of interest, taxes, depreciation, and amortization, (iii) return on equity, (iv) income or net income, (v) operating income or net operating income, (vi) gross margin, operating margin, or profit margin, (vii) strategic plan progress; (viii) market segment share, (ix) new product innovation, (x) minimum cash balance, or (xi) such other criteria as the Board may determine are appropriate to measure the Company’s performance. An employee’s individual bonus award is calculated based the Company performance as described above, and in part, on the extent to which they meet expectations in their individual annual performance review, as determined by the Board for the CEO and the Compensation Committee for her direct reports, and as determined by the CEO for other employees. Such expectations are based on individual annual performance goals and objectives established by the Compensation Committee for the CEO and by the CEO in her sole discretion for her direct reports and all other employees. Different employees may have different individual performance goals and objectives. In no event does an employee’s individual bonus award exceed the total of the funded performance target pool, which may include over-achievement for Company over-performance. The Board (and the independent directors in the case of our CEO), upon recommendation of the Compensation Committee, has the discretion to determine what it believes is an appropriate AICP award to recognize the Company’s performance and a particular executive’s contribution to that performance. Actual awards are in the discretion of the Board and awards may be more or less than the target. The Board may also amend any financial or other targets or goals based on the Company’s market performance or any other criteria it deems appropriate. The Compensation Committee seeks to reward what it deems to be superior performance by management in light of current industry conditions and growth trends. The Compensation Committee sets what it believes are challenging performance targets in light of the Company operating plans reviewed by the Board, and structures payouts so that they are aligned with the Company’s performance against those targets.

  18. Long Term Incentive Program

    Long Term Incentive Program In 2024, the Board adopted a Long Term Incentive Program (“LTIP”), the purpose of which is to incentivize the retention and performance of executives and certain other employees of the Company through annual equity-based awards. All awards under the LTIP are granted under, and in accordance with, the Company’s 2024 Omnibus Equity Incentive Plan. Participants in the LTIP are (i) “executive participants”, which are officers of the Company who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, (ii) “management participants”, which are management-level employees with “vice president” titles, and (iii) “other participants”, which are certain other employees identified by the Committee upon the recommendation of the CEO. The LTIP is administered by the Compensation Committee of the Board (the “Committee”). Each fiscal year of the Company, each participant will have an aggregate target value for such year’s awards under the LTIP. Unless otherwise determined by the Committee, for each executive participant, the aggregate target value shall be based on median market and peer data provided by a compensation consultant selected by the Committee, multiplied by a percentage determined by the Committee (and upon the recommendation of the CEO with respect to other participants) taking into account the participant’s experience and position with the Company. The number of shares subject to awards equal to the aggregate target value shall be based on the arithmetic mean of the high and low prices of a share of the Company’s common stock as reported on the Nasdaq Capital Market on the last trading day before the grant date. Each fiscal year of the Company, for executive participants and management participants, (i) 33% (25% in the case of the CEO) of the participant’s aggregate target value will be granted as an annual award in the form of restricted stock units with time-based vesting requirements (RSUs), (ii) 33% (50% in the case of the CEO) of the participant’s aggregate target value will be granted as an annual award in the form of restricted stock units with performance-based vesting requirements (PSUs), and (iii) 33% (25% in the case of the CEO) of the participant’s aggregate target value will be granted as an annual award in the form of nonqualified stock options (Options) with time-based vesting requirements. Each fiscal year, for other participants, 100% of the participant’s aggregate target value shall be granted as in the form of RSUs. Unless otherwise determined by the Committee, RSUs and Options awarded under the LTIP will vest as to one-fourth of the shares of Common Stock subject to such awards on each of the first four anniversaries of the date of grant, subject to the participant’s continued employment with the Company through the applicable vesting date (except as may be otherwise provided in the award agreement), and will have such other terms and conditions as shall be set forth in the applicable award agreement approved by the Committee. PSUs awarded under the LTIP will vest based on performance criteria determined by the Committee and set forth in the Award Agreement, which criteria may include (without limitation) targeted or growth of revenue, cash flow, earnings per share, earnings before one or more of interest, taxes, depreciation, and amortization, return on equity, income or net income, operating income or net operating income, gross margin, operating margin, or profit margin. The PSU Award Agreement will provide a target percentage range for the actual number of LTIP PSUs that may become vested, based on the level of achievement of the foregoing or other performance measure(s), as determined by the Committee, and may provide that the payout based on the actual number of LTIP PSUs be modified based on performance criteria determined by the Committee. The Committee may provide accelerated vesting of awards under the LTIP in the event of a change in control of the Company, as defined in the LTIP.

  19. Change in control

    Change in control Certain of our unvested equity grants provide for double-trigger vesting upon a change in control. Under this provision, the awards will automatically vest upon a change in control only if the executive is terminated without “cause” or terminates employment for “good reason” (as such terms are defined in the executive’s employment agreement) within the specified period of the change in control. RSUs awarded pursuant to the LTIP vest automatically upon a change in control. If the change in control occurs prior to December 31, 2026, a number of PSUs awarded pursuant to the LTIP will vest at 100% of the target number of PSUs granted with a payout modifier based on to the price of the common stock on the date of the change in control.

  20. Clawback

    Clawback We have adopted a Clawback Policy in compliance with Nasdaq listing standards that applies to all of the Company’s current and former executive officers. In the event of an accounting restatement, the Company shall recoup of all incentive-based compensation received by such executive officers that exceeds the amount of incentive-based compensation that would have been received by the executive officer had it been determined based on the restated amounts. In addition, our Annual Incentive Compensation Plan (“AICP”) provides that if the Company’s financial statements are the subject of a restatement (i) due to material non-compliance with any financing reporting requirement under the federal securities laws, even if such restatement was not the result of any misconduct or error of the participant, (ii) in order to correct errors that were immaterial to previously issued financial statements but would result in a material misstatement if the errors were left uncorrected in future filings under the federal securities laws; or (iii) to correct errors that are recognized in the current period covered by the financial statements, then the Company will seek reimbursement of excess incentive cash compensation paid under the AICP for the relevant year(s). In addition, if the Company’s financial statements are the subject of a restatement or correction of error due, in whole or in part, to a participant’s misconduct, to the extent permitted by governing law, the Company may seek reimbursement of all incentive cash compensation paid under the AICP to such participant for the relevant year(s). Finally, the Company may seek reimbursement of any or all incentive cash compensation paid under the AICP to a participant in the event the Board or Compensation Committee determines, in its reasonable judgment, that the participant has, or has been negligent in connection with the supervision of someone who has, engaged in fraud, misrepresentation, theft or embezzlement, engaged in other misconduct (including harassment), or been grossly negligent in connection with the performance of their duties, in each case resulting in Company reputational or financial harm. In addition, the Company’s employment agreement with our Chief Executive Officer provides that if the Company’s financial results are subsequently restated and such restatement shows any bonus, option or restricted stock award was incorrectly paid or vested, she will be required to forfeit the portion of such compensation that was incorrectly paid and, to the extent her fraud or other misconduct resulted in the receipt or vesting of such compensation, she will be required to forfeit such improperly paid or vested compensation. The Company may also recover any bonus paid and cancel outstanding equity awards and recover any shares received upon the exercise or vesting of such awards (or any gain realized on the sale of such shares) to the extent she breaches certain restrictive covenants in her employment agreement.

  21. Equity award timing

    Equity award timing The Compensation Committee has adopted a policy that prohibits the backdating of any equity compensation award and requires our annual equity compensation awards and any “off-cycle” awards to be made on certain fixed dates.

  22. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation provided by the Company to each of the named executive officers in fiscal years 2024 and 2023:

  23. Summary Compensation Table

    | Name and Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Nonequity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Linda Tharby President & CEO | 2024 | 568,770 | 0 | 360,098 | 193,102 | 137,106 | 12,450 | 1,271,525 | | | 2023 | 563,063 | 0 | 0 | 0 | 400,400 | 13,200 | 976,663 | | Thomas Adams Chief Financial Officer | 2024 | 334,633 | 0 | 85,819 | 65,379 | 64,350 | 14,867 | 565,049 | | | 2023 | 302,917 | 0 | 0 | 174,937 | 81,900 | 13,200 | 572,954 | | Kenneth Miller Chief Commercial Officer | 2024 | 357,415 | 0 | 93,589 | 71,251 | 19,800 | 1,200 | 543,255 | | | 2023 | 45,000 | 0 | 0 | 590,686 | 0 | 61,738 | 697,424 | | Brian Case Former Chief Technology Officer | 2024 | 361,970 | 0 | 0 | 0 | 12,994 | 313,327 | 688,291 | | | 2023 | 350,000 | 0 | 0 | 0 | 101,981 | 8,163 | 460,144 |

  24. Summary Compensation Table

    | (1) For valuation assumptions, see Note 4 – Stock-Based Compensation to the Company’s financial statements included in its 2024 Annual Report on Form 10-K. |

  25. Outstanding equity awards at 2024 fiscal year end

    Outstanding equity awards at 2024 fiscal year end The following table sets forth the outstanding equity awards held by our named executive officers at the end of fiscal year 2024.

  26. Outstanding equity awards at 2024 fiscal year end

    | | Option Awards(1) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($) | | Linda Tharby | 750,000 | 250,000 | $3.88 | 3/15/2031 | 800,000 | $3,080,000 | — | — | | Linda Tharby | — | 140,950 | $2.35 | 8/15/2034 | — | — | 191,532 | $737,398 | | Thomas Adams | 150,000 | 50,000 | $3.34 | 11/29/2031 | — | — | — | — | | Thomas Adams | 25,000 | 75,000 | $2.54 | 7/30/2033 | — | — | — | — | | Thomas Adams | — | 47,722 | $2.35 | 8/15/2034 | — | — | 43,234 | $166,451 | | Ken Miller | 50,000 | 150,000 | $2.18 | 11/13/2033 | — | — | — | — | | Ken Miller | 22,000 | 133,334 | $2.18 | 11/13/2033 | — | — | — | — | | Ken Miller | — | 52,008 | $2.35 | 8/15/2034 | — | — | 47,148 | $181,520 |

  27. Outstanding equity awards at 2024 fiscal year end

    __________

  28. Outstanding equity awards at 2024 fiscal year end

    | (1) Non-qualified stock options that vest 25% annually commencing on the first anniversary following the date of award. | | (2) Based on a closing price of our common stock on December 30, 2024 of $2.46. |

  29. Pay versus performance

    Pay versus performance The following tables and related disclosures provide information about (i) the “total compensation” of our CEO, and our other named executive officers (the “Other NEOs” or the “Non-CEO NEOs”) as presented in the Summary Compensation Table above, (ii) the “compensation actually paid” to our CEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of the “compensation actually paid” to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance.

  30. Pay versus performance

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1)(2)(3) | Average Summary Compensation Table Total for Non-CEO NEOs(1) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) | Net Income/ (Loss) | | 2024 | $1,271,525 | $1,925,548 | $598,865 | $744,593 | $128.33 | $(6,066,633) | | 2023 | $713,369 | $(1,193,861) | $547,298 | $359,612 | $81.83 | $(13,741,062) | | 2022 | $962,600 | $1,446,209 | $841,715 | $1,019,809 | $119.00 | $(8,661,142) |

  31. Pay versus performance

    (1) The CEO for 2024, 2023 and 2022 is Linda Tharby. The Non-CEO NEOs for whom the average compensation is presented in this table are for 2024 and 2023 are, Thomas Adams, Brian Case and Kenneth Miller, and for 2022, Thomas Adams and Brian Case. Brian Case joined the Company in April 2022. (2) The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s CEO and Non-CEO NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions for the CEO and the Non-CEO NEOs set forth below. Amounts excluded, which are set forth in the “Minus Stock and Option Awards from Summary Compensation Table” columns below, represent the stock awards and option awards reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for each applicable year. See Narrative Disclosure to Summary Compensation Table – Option Awards and – Stock Awards on pages 21-22. Amounts added back to determine Compensation Actually Paid are made up of the following components which are set forth in the table below, as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year are subtracted. Equity values are calculated in accordance with ASC Topic 718. (4) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in KORU Medical common stock on December 31, 2021.

  32. Pay versus performance

    | Year | Summary Comp. Table Total for CEO | Minus Stock and Option Awards From Summ. Comp. Table | Plus Year-End Equity Value of Unvested Awards Granted During Year | Plus Change in Value of Unvested Awards Granted in Prior Years | Plus Value of Awards Granted and Vested During Year | Plus Change in Value of Prior Years’ Awards Vested During Year | Plus Change in Value of Awards that Failed to Meet Vesting Conditions | Comp. Actually Paid to CEO | | 2024 | $1,271,525 | $(553,199) | $1,089,289 | $(16,800) | — | $134,732 | — | $1,925,548 | | 2023 | $713,369 | — | — | $(1,810,232) | — | $(96,998) | — | $(1,193,861) | | 2022 | $962,600 | — | — | $554,102 | — | $(70,493) | — | $1,446,209 |

  33. Pay versus performance

    | Year | Summary Comp. Table Total for NEOs | Minus Stock and Option Awards From Summ. Comp. Table | Plus Year-End Equity Value of Unvested Awards Granted During Year | Plus Change in Value of Unvested Awards Granted in Prior Years | Plus Value of Awards Granted and Vested During Year | Plus Change in Value of Prior Years’ Awards Vested During Year | Plus Change in Value of Awards that Failed to Meet Vesting Conditions | Comp. Actually Paid to NEOs | | 2024 | $598,865 | $(105,346) | $204,601 | $116,585 | — | $43,146 | $(113,256) | $744,593 | | 2023 | $547,298 | $255,208 | $270,931 | $(192,609) | — | $(11,430) | — | $359,612 | | 2022 | $841,715 | $472,607 | $640,287 | $15,607 | — | $(5,193) | — | $1,019,809 |

  34. Pay versus performance

    Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and the Company’s TSR over the fiscal three year period from 2022 through 2024. Description of Relationship Between NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and the Company’s Net Loss over the fiscal three year period from 2022 through 2024.