DEF 14A of InfuSystem Holdings, Inc, Apr 10, 2025

DEF 14A of InfuSystem Holdings, Inc

Filed Apr 10, 2025 · FY20240001628280-25-017362

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, the stockholders will consider and vote upon the election of seven directors. The Board has nominated Kenneth Eichenbaum, Paul Gendron, Ronald Hundzinski, Beverly Huss, Carrie Lachance, Scott Shuda and John Sviokla for election as directors of the Company. Other than Dr. Sviokla, each of these nominees for director is a current director of the Company. The departure of Mr. Boyd, also a current director, who is not standing for re-election, has left a vacancy that the nomination of Dr. Sviokla is intended to fill. The Company's bylaws provide that the number of authorized directors will be fixed from time to time by the Board, and the Board approved the increase in the size of the Board to eight directors and elected Ronald Hundzinski to fill the vacancy created by this increase during a meeting held on November 12, 2024. The Board intends to reduce the size of the board from eight to seven directors to account for the departure of Mr. DiIorio, who is not standing for re-election. The seven nominees for election to the Board, if elected, will serve until the 2026 Annual Meeting and until their successors are duly elected and qualified. We urge you to vote "FOR" each of Kenneth Eichenbaum, Paul Gendron, Ronald Hundzinski, Beverly Huss, Carrie Lachance, Scott Shuda and John J. Sviokla. The table set forth below lists the names and ages of each of our seven nominees to the Board of Directors. Each director elected will serve a one-year term and hold office until the next annual meeting of stockholders and until such director’s successor has been elected and qualified or until such director’s earlier death, resignation or removal. Each nominee has consented to being named in this proxy statement and to serve on the Board of Directors if elected. If any nominee becomes unavailable to serve for any reason as a director at the time of the Annual Meeting, which is not expected, the Board of Directors will eliminate the Board position effective at the Annual Meeting or the proxy holders will vote the proxies in their discretion for the nominee designated by the Board of Directors to fill the vacancy unless otherwise instructed by a stockholder.

  2. ELECTION OF DIRECTORS

    | Name | Age | Position | | Dr. Kenneth D. Eichenbaum, MD, MSE | 48 | Director | | Paul A. Gendron | 63 | Director | | Ronald Hundzinski | 66 | Director | | Beverly A. Huss | 65 | Director | | Carrie Lachance | 48 | Director, President and Chief Operating Officer | | Scott Shuda | 59 | Director, Chairman | | Dr. John J. Sviokla | 67 | Director Nominee |

  3. ELECTION OF DIRECTORS

    Dr. Kenneth D. Eichenbaum, MD, MSE (Director). Dr. Kenneth D. Eichenbaum, MD, MSE has been a member of the Company's Board of Directors since May 16, 2024. Dr. Eichenbaum is a board certified Anesthesiologist who has practiced clinically at Corewell Health William Beaumont University Hospital since 2017, and Trinity Health Oakland Hospital since 2021. Dr. Eichenbaum completed a Fellowship in Cardiothoracic Anesthesia at Stanford University and holds a Medical Degree from the Icahn School of Medicine at Mount Sinai in New York. He holds a Master of Science Degree in Data Network Engineering and a Bachelor of Science Degree in Materials Science Engineering from the University of Pennsylvania. He also holds a Bachelor's Degree from The Wharton School with a concentration in Finance. Dr. Eichenbaum is also a member of both the American Association for Cancer Research (AACR) and the American Society of Anesthesiologists. Dr. Eichenbaum has extensive experience working with infusion pumps and related technologies for the delivery of critical care and pain management therapies. He has a strong business background in evaluating biotech and med-tech companies and has 21 years of experience working with Investment Firms. He also lectures in hospital business management and advises Accountable Care Organizations. Paul A. Gendron (Director). Paul A. Gendron has been a member of the Company's Board of Directors since May 15, 2019. Mr. Gendron also served as a financial consultant to the Company from January 2019 until his election to the Board. Previously, he was a client service partner with PriceWaterhouseCoopers LLP where he held various leadership roles, including North Texas Market Assurance Leader, U.S. Assurance Talent Transformation Leader, and Southwest Region Technology Practice Risk Management Leader. In his Market Assurance Leader role, Mr. Gendron lead the Assurance practice in the Dallas, Fort Worth, Austin and Little Rock offices, providing services in internal and external audit, risk and information technology assurance, and accounting and capital markets advisory. Mr. Gendron is a CPA and holds a Bachelor of Business Administration degree in accounting from the University of Texas at Austin. He has served on non-profit boards during his career as well as the Accounting Advisory Council at the University of Texas at Austin. Mr. Gendron brings over 30 years of public accounting experience at PriceWaterhouseCoopers LLP, including 22 years as audit partner, where he served global public and private multibillion-dollar corporations. His areas of strength include board governance, audit project management, risk management, executive management, public offerings, and mergers and acquisitions. Ronald Hundzinski (Director). Ronald Hundzinski has been a member of the Company's Board of Directors since November 12, 2024. Mr. Hundzinski retired in 2023 after a distinguished career serving as CFO and other key leadership roles with several public companies. He has been a director at Gentherm, Inc., a thermal management and pneumatic comfort technologies company for the automotive and medical industries, since 2016 and is currently Chairman of the Board at Gentherm. Mr. Hundzinski served as the Chief Financial Officer and an Executive Director of TI Fluid Systems from January 2020 until his retirement in April 2023. Previously, he served as the Executive Vice President of Finance for Tenneco Inc. from January 2018 to December 2019. From 2012 to 2018, Mr. Hundzinski served as the Executive Vice President and Chief Financial Officer of BorgWarner, Inc. During his career with BorgWarner, he held a range of finance leadership positions including Treasurer, Principal Accounting Officer, and Vice President of Finance for the BorgWarner Turbo Systems business. Mr. Hundzinski holds a Bachelor of Business Administration in Finance from Western Michigan University and a Master of Business Administration from the University of Colorado. Mr. Hundzinski's more than 40 years of experience in corporate finance, accounting and internal controls expertise adds both accounting and finance depth to the Board of Directors' oversight and committee responsibilities and brings significant operating experience and acumen that will be valuable as the Company increasingly diversifies its business. Beverly A. Huss (Director). Beverly A. Huss has been a member of the Company's Board of Directors since May 16, 2024. Ms. Huss served as the Chief Executive Officer of Pagonia Medical, Inc. (“Pagonia”), a private medical device company focused on the preservation of tissue following a heart attack, stroke, traumatic brain injury and other medical conditions from January 2021 until June 2022. From September 2013 until January 2021, she served as President and Chief Executive Officer of Qool Therapeutics, Inc. (“Qool”), formerly Thermocure, Inc., a company focused on temperature management therapies that underwent an assignment for the benefit of creditors under California law in November 2020 as a result of the COVID-19 pandemic. Prior to joining Qool, Ms. Huss was President and Chief Executive Officer at a start-up medical device company, Vibrynt, Inc., and held multiple senior level leadership positions at Guidant Corporation, including, President, Endovascular Solutions, and Vice President, Global Marketing, Vascular Intervention, and Vice President of the Stent Business Unit. Ms. Huss currently serves on the boards of directors of publicly-traded Accuray Incorporated, an oncology company (chair of the Accuray compensation committee), Iridex Inc., an ophthalmology laser company (chair of the Iridex compensation committee), and Vicarious Surgical Inc., a robotics company developing technology with a focus on abdominal access and visualization through a single port. Her prior public company board experience includes Artes Medical, Inc., Coala-Life Group AB, Wright Medical Group N.V. and Dade Behring Holdings, Inc. Ms. Huss holds a B.S. in metallurgical engineering from the University of Illinois and a M.S. in technology management from Pepperdine University. As a former chief executive officer with more than 25 years of management experience in the medical device industry, and a current and former member of several public and private company boards for over two decades, Ms. Huss brings to the Board extensive experience in medical devices and medical services, including experience in the areas of business operations, management and corporate governance. Her education and experience make her qualified to serve on our Board. Carrie A. Lachance (Director). Carrie A. Lachance who joined the Company in September 2010 was elected to the Board on May 18, 2021. Ms. Lachance has held multiple positions with the Company and is expected to be promoted to Chief Executive Officer following the annual meeting. She was promoted to President and Chief Operating Officer in March 2021. She previously served as Executive Vice President and Chief Operating Officer from October 2019 to March 2021; Senior Vice President of Clinical and Customer Services from October 2018 to October 2019; Vice President of Clinical and Customer Services from December 2017 to October 2018 and Director of Clinical Resources until December 2017. Ms. Lachance began her career as a registered nurse and is also a certified infusion nurse. She is a member of the CRNI® Exam Council nursing board for the Infusion Nurses Certification Corporation (INCC). She holds a Bachelor of Science degree in nursing and a Master of Business Administration-Management degree from Rivier University. With over 25 years in the health care industry, Ms. Lachance brings extensive experience in healthcare operations and expertise in clinical and customer service.

  4. ELECTION OF DIRECTORS

    Scott A. Shuda (Director, Chairman). Scott A. Shuda has been a member of the Company’s Board of Directors since September 7, 2016 and was elected Chairman of the Board effective December 19, 2018. Mr. Shuda is a Managing Director and Co-founder of Meridian OHC Partners, LP (“Meridian”) and BlueLine Partners, LLC, investment firms that focus on publicly listed technology and healthcare companies. Mr. Shuda has served as a director of Iridex Corporation ("Iridex") (NASDAQ: IRIX), a global leader in ophthalmic laser systems since 2019 and was elected chairman of the board effective June 24, 2020. He also serves as a member of the compensation committee and the nominating & governance committees. He previously served on the Iridex Board from 2012 to 2017. Mr. Shuda holds both a Juris Doctor degree and a Master of Business Administration degree from Georgetown University. Mr. Shuda has extensive experience with small public companies particularly those within the medical devices industry. He brings more than 25 years of professional experience in law, technology and entrepreneurial endeavors, including transactions that range from initial public offerings and venture financings to mergers and acquisitions. Mr. Shuda also serves as the Managing Director of TSV Investment Partners, LLC, which is the sole general partner of Meridian and a Company stockholder. Dr. John J. Sviokla (Director Nominee). Dr. John J. Sviokla is a co-founder of GAI Insights, an agentic-first research firm whose purpose since May 2023 has been to help business executives, communities and individuals understand the power of AI and ethically create value with this powerful new technology. He has extensive experience as a senior line executive, board member, consultant, academic and entrepreneur. He started his professional career at Harvard Business School (HBS) where he did his doctoral thesis on the economic impact of AI. Dr. Sviokla was an Associate Professor at HBS from 1986 to 1998, and taught the first AI course at HBS as well as creating the first ecommerce curriculum. He took his expertise and work to Diamond Technology Partners, a leading digital consultancy, where he served clients from 1998 to 2010, and led The Exchange, a world class think tank aimed at understanding the digital and AI revolutions. He continued that work at Pricewaterhouse Coopers, LLP from 2010 to 2018 as a senior partner involved in partner and client development, Chief Marketing Officer, and Global Head of Thought Leadership. From July 2018 to May 2023, he was a Strategic Advisor to GroupBionic, and from October 2020 to May 2023, he was a Partner at Manifold, a venture capital and consulting company oriented around helping companies grow profitably. He holds a Doctorate in Management Information Systems and a Master of Business Administration from Harvard Business School and a Bachelor’s degree in Visual and Environmental Studies from Harvard University. Dr. Sviokla brings a background in corporate management, executive coaching, strategy development, innovation, and risk management. He has been a director of three public firms, including serving as Vice Chairman of Diamond Technology Partners from 1998 to 2010. He also served on the board of Amicas – a medical software firm, from 2006 to 2010, and chaired the compensation committee. He also served on the board of Venzee Technologies, a supply chain software firm, from 2021 to 2023. He has appeared on Fox Business, MSNBC, Bloomberg TV, CNBC, is a frequent speaker and has three books and over 200 publications in many journals including Harvard Business Review, Sloan Management Review, WSJ, and the Financial Times. He is a columnist at Forbes, and his most recent work has focused on how firms can use new digital workers to drive economic returns.

  5. Directors’ Compensation

    | | Fees Earned or Paid in Cash | Option Awards | All Other Compensation | Total | | Name | ( $ ) | ( $ ) (1) (2) | ( $ ) | ( $ ) | | Ralph F. Boyd (3) | $66,047 | $97,416 | $— | $163,463 | | Dr. Kenneth D. Eichenbaum, MD, MSE (4) | $40,781 | $97,416 | $— | $138,197 | | Paul A. Gendron (5) | $77,936 | $97,416 | $— | $175,352 | | Ronald Hundzinski (6) | $8,219 | $55,483 | $— | $63,702 | | Beverly A. Huss (7) | $43,918 | $97,416 | $— | $141,334 | | Scott A. Shuda (8) | $98,300 | $97,416 | $— | $195,716 |

  6. Current Independent Director Compensation

    Current Independent Director Compensation Each of the non-employee directors received the following annual cash compensation (or portion of cash compensation for fiscal year during which served as a director or committee member) in 2024: •$50,000 for each non-employee Independent Director on the Board; •$90,000 for the Chairman of the Board; •$20,000 for the Chair of the Audit Committee and $10,000 for each Audit Committee member; •$10,000 for each Co-Chair of the Compensation Committee and $5,000 for each Compensation Committee member; and •$10,000 for the Chair of the Nominating Committee and $5,000 for each Nominating Committee member. Board and committee compensation is paid quarterly in arrears, on calendar quarters. The non-employee directors received the following annual stock compensation grants in 2024 with the exception noted in Footnote 2, above: •Options for 35,685 shares of the Company’s Common Stock for each Independent Director. Any such grant of options to non-employee directors are contingent upon sufficient share capacity under the Company’s 2021 Equity Plan. Further, such options are typically granted on the date of the Company’s annual meeting of stockholders. Options were granted in 2024 with an exercise price equal to the closing price of the stock on the grant date and vest over a period of one year or immediately upon a change in control, as defined under the Company’s 2021 Equity Plan.

  7. APPROVAL OF AN AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN

    APPROVAL OF AN AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN On May 18, 2021 the stockholders approved the InfuSystem Holdings, Inc. 2021 Equity Plan , under which a maximum number of 2,500,000 shares of Common Stock, plus the number of shares of Common Stock underlying any award granted under the 2014 Equity Plan that expire, terminate or are cancelled or forfeited under the terms of the 2014 Equity Plan, are currently authorized for issuance under the plan. On May 16, 2023, the stockholders approved the First Amendment to the 2021 Equity Plan. This amendment increased the maximum number of shares of Common Stock reserved for issuance under the 2021 Equity Plan to 5,000,000 shares, plus the number of shares of Common Stock underlying any award granted under the 2014 Equity Plan that expire, terminate or are cancelled or forfeited under the terms of the 2014 Equity Plan, an increase of 2,500,000 shares. On March 31, 2025,the Board of Directors approved the Second Amendment to the 2021 Equity Plan, subject to stockholder approval at the Annual Meeting. This amendment increases the maximum number of shares of Common Stock reserved for issuance under the 2021 Equity Plan to 6,000,000 shares, plus the number of shares of Common Stock underlying any award granted under the 2014 Equity Plan that expire, terminate or are cancelled or forfeited under the terms of the 2014 Equity Plan, an increase of 1,000,000 shares. The 2021 Equity Plan is set forth in its entirety as Appendix A-3 along with the First Amendment to the 2021 Equity Incentive Plan as Appendix A-2 to, and filed with this Proxy Statement. A copy of the proposed Second Amendment to the 2021 Equity Plan is attached as Appendix A-1 to this proxy statement. It is the judgment of the Board of Directors that this Second Amendment to the 2021 Equity Plan is in the best interests of the Company and its stockholders.

  8. Determination of the Share Reserve Under the Amendment to the 2021 Equity Plan

    Determination of the Share Reserve Under the Amendment to the 2021 Equity Plan We are asking the stockholders to approve a second amendment to the 2021 Equity Plan to increase the number of shares of Common Stock available for issuance under the plan by an additional 1,000,000 shares. If the second amendment to the 2021 Equity Plan is approved there will be approximately 1,921,000 shares of Common Stock available for issuance under the plan. In determining the appropriate amount of such increase, the Board considered a number of factors, including the number of awards outstanding under the 2021 Equity Plan, the Company's past share usage (sometimes called the Company's "burn rate"), the estimated number of shares needed for future awards, a dilution analysis and competitive data from relevant peer companies. As of March 20, 2025 there were approximately 2,779,000 shares of Common Stock subject to outstanding equity awards under the 2021 Equity Plan. The 2,779,000 shares include 689,000 restricted stock units plus 2,089,000 stock options. As of March 20, 2025 there were approximately 461,000 shares of Common Stock subject to outstanding equity awards under the 2014 Equity Plan. The 461,000 shares only included stock options. The additional 1,000,000 shares proposed for issuance under the 2021 Equity Plan would increase the Company's fully diluted overhang by an additional 4.8% to approximately 20.2% for all outstanding awards under both the 2021 Equity plan and the 2014 Equity Plan taken as a whole. Based upon these factors, the Board approved the proposed increase of 1,000,000 shares of Common Stock available for issuance under the 2021 Equity Plan. Approval of the amendment to the 2021 Equity Plan will ensure that an adequate number of shares are available for future equity awards, enabling the Company to continue to align the interests of the Company's officers, employees, directors and consultants with those of the Company's stockholders.

  9. Awards and Adjustments

    Awards and Adjustments Shares of Common Stock issued under the 2021 Equity Plan may be authorized and unissued shares, treasury shares, or shares acquired by the Company in any manner. Subject to the limits in the 2021 Equity Plan, the Committee has the authority to grant the following types of awards under the 2021 Equity Plan: stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, other equity-based awards, cash awards and substitute awards. The Committee has the authority to determine the vesting schedule of each award, to accelerate the vesting exercisability of any award, and to modify the purchase price or the exercise price of any outstanding award, provided that if such modification effects a repricing, stockholder approval of such modification is required before the repricing is effective. The Committee may amend the terms of any one or more awards at any time, provided that the Committee may not amend an award in a manner that would impair the award holder's rights under the award without such holder's written consent. The 2021 Equity Plan provides for certain equitable adjustments, as determined by the Committee, to awards granted under the 2021 Equity Plan upon changes in the Company's outstanding Common Stock or capital structure. Unless otherwise provided in an award agreement, in the event of a change in control: (i) outstanding options and stock appreciation rights will become immediately exercisable with respect to 100% of the shares of Common Stock subject to such awards; (ii) the restricted period with respect to any awards of restricted stock or restricted stock units will immediately expire with respect to 100% of the outstanding shares of Common Stock underlying such awards; (iii) in the case of performance share awards or cash awards, all incomplete performance periods in effect on the date the change of control occurs will end on such date and the Committee will (a) determine the extent to which performance goals in such performance periods have been met and (b) cause applicable 2021 Equity Plan participants to be paid partial or full awards for each such performance period, based on the Committee's determination of the degree to which performance goals were attained or, if not determinable, based on applicable "target" levels of performance, or on such other basis determined by the Committee; (iii) the Committee may, in its discretion and upon at least ten days' advice notice to the affected persons, cancel any outstanding awards and pay to the holders the value of the awards based upon the price per share of Common Stock received or to be received by other stockholders of the Company, or, in the case of an exercise price of any option or stock appreciation right that equals or exceeds the price paid for a share of Common Stock in connection with the change in control, the Committee may cancel the option or stock appreciation right without the payment of any consideration.

  10. Addam Chupa

    Addam Chupa Addam Chupa joined InfuSystem in January 2020 as Senior Vice President of Information Technology. He previously served as Director of Information Technology Operations of Forum Health from April 2019 to January 2020. Prior to these roles, he served in various capacities including Director of IT Operations at Diplomat Pharmacy from January 2014 to April 2019. Mr. Chupa received his Bachelor of Business Administration degree with a major in computer information systems from Walsh College.

  11. Jerod Funke

    Jerod Funke Jerod Funke joined InfuSystem in October 2023 as Executive Vice President and Chief Human Resources Officer. He previously worked for Insulet Corporation from March 2021 through October 2023 serving as Vice President Global Talent Acquisition from March 2021 through October 2023 and Senior Human Resources Business Partner-Global Operations from June 2021 through October 2023. Prior to that he served as Vice President Global Talent Acquisition for Vertex Pharmaceuticals from January 2017 through February 2021. Mr. Funke earned a Bachelor of Arts degree in psychology and a Master of Arts degree in developmental psychology from Boston College while competing as a Division-1 football player.

  12. Barry Steele

    Barry Steele Barry Steele joined InfuSystem in March 2020 as Executive Vice President, Chief Financial Officer. He previously served as Chief Financial Officer of Horizon Global Corporation from February 2019 to June 2019 and as Vice President of Finance and Chief Financial Officer of Gentherm from October 2004 to December 2018. Earlier he held various finance positions with Advanced Accessory Systems, LLC including Chief Financial Officer. Mr. Steele, who is a CPA, began his career with Price Waterhouse LLP in 1993. He received his Bachelor of Science degree, majoring in Accounting, from Hillsdale College.

  13. Executive Summary

    | What We Heard | How We Are Responding | | | | Include performance metrics for annual incentives that directly reflect financial and operational success, rather than subjective measures | Eliminated Management by Objectives (“MBOs”) from the short-term incentive (“STI”) program to focus more on quantifiable financial performance, effective January 1, 2025, as follows: | | | | | | Metric | Weighting | | | | Adjusted EBITDA ("AEBITDA")(1) | 50% | | | | Net Revenue | 50% | | | The Compensation Committee selected these metrics to align with stockholder preferences, emphasizing profitability and efficiency, while driving growth in key business segments. The combination of Adjusted EBITDA and Revenue reflects a balanced focus on sustaining strong financial performance and accelerating new business growth through strategic expansion opportunities. | | | | Increase the emphasis on performance-based long-term equity incentives to create a stronger link between executive compensation and long-term stockholder value | Increased the emphasis on performance-based equity by granting long-term incentive awards, starting in 2025, as follows: | | | | | | Equity Vehicle | Weighting | | | | Performance Share Units (“PSUs”) | 50% | | | | Stock Options | 25% | | | | Restricted Stock Units (“RSUs”) | 25% | | | This change increases the weighting of PSUs from 25% to 50% and reduces the weighting of stock options from 50% to 25%. In addition, to align with market practices, RSU vesting changed from a three-year cliff to ratable over three years (1/3 annually). | | | | Lengthen PSU performance periods to reflect multi-year performance cycles | Extended PSU vesting from a two-year to a three-year performance measurement period, tying any earned awards to the achievement of relative Total Stockholder Return (“TSR”), against the Russell 2000 Index. | | | | Provide more transparent communication about how the program works and make it easy to understand | Expanded our executive compensation disclosure beyond what is required for a “smaller reporting company” under SEC rules to give stockholders a clearer view of our program’s design, rationale, and decision-making process. Additionally, we improved how we communicate key elements of the program by providing clearer explanations of the annual and long-term incentive plans, including their structure, metrics, and payout determinations, to enhance transparency and accessibility. | | |

  14. Executive Summary

    | What We Do | | What We Don't Do | | | | Emphasize variable-pay over fixed-pay, with a significant portion of each executive's overall compensation opportunity tied to our financial results and stock performance | | We do not provide our executives and will not provide any new executives with tax gross-ups with respect to payments made in connection with a change of control | | | All of our executive officers are subject to an executive compensation clawback policy | | We do not allow stock option repricing without stockholder approval | | | Maintain anti-hedging and anti-pledging policies | | No option or stock appreciation rights granted below fair market value | | | Provide for "double-trigger" severance benefits upon a change in control | | No supplemental executive retirement plans | | | We engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent trustees | | We do not provide excessive perquisites; our perquisites are market competitive to incent executive retention |

  15. Executive Summary

    2024 Business Overview We are a leading national healthcare service provider, facilitating outpatient care for Durable Medical Equipment manufacturers and healthcare providers. We provide our products and services to hospitals, oncology practices, ambulatory surgery centers, and other alternate site healthcare providers. Our headquarters is in Rochester Hills, Michigan, and we operate our business from a total of seven locations in the United States ("U.S.") and Canada. We provide our services under a two-platform model: Patient Services and Device Solutions. Patient Services provides turnkey solutions designed to be implemented without service disruptions, allowing our healthcare provider customers to focus on practicing medicine. InfuSystem provides the Durable Medical Equipment and treatment consumables, handles order and delivery logistics, provides 24/7 nursing support relating to the provided equipment, assumes responsibility for third-party payer Durable Medical Equipment billing, and handles biomedical services for the Durable Medical Equipment, including, inspection, repair, certification and replacement. Device Solutions are provided as a “concierge” offering, whereby InfuSystem leverages its strong service orientation to provide incremental services to our healthcare provider customers on a direct payer model. Device Solutions include equipment rental and sales, consumable sales, and biomedical support services. Company Performance Highlights Highlights of InfuSystem's performance include: •Growing net revenue, •Increasing Adjusted EBITDA, •Strong Operating Cash Flow. (1) Adjusted EBITDA is a non-GAAP financial measure. Definitions of, and further details regarding this non-GAAP financial measure, including a reconciliation to its most directly comparable financial measure prepared in accordance with GAAP, can be found in Appendix E. 2024 Compensation Highlights - Majority of Executive Compensation is Variable, at Risk, Performance-Based. Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term, sustainable stockholder value creation. Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal 2024:

  16. Executive Summary

    | Base Salaries | • Approved increases of approximately 5% for the NEOs to improve competitive positioning and ensure market alignment. | | Annual Incentives | • Based on our financial performance in 2024, the Compensation Committee approved annual incentive awards at 100.7% of target, reflecting strong execution against key performance measures. This formulaic result was driven by an AEBITDA achievement of 102% of target, a Revenue achievement of 100% of target, and target achievement 100% on the MBOs. | | Long-Term Equity-Based Incentives | • Approved equity grants to each of the NEOs using a mix of 50% stock options, 25% PSUs, and 25% RSUs. • Certified performance results for the completed 2023 PSU cycle (January 1, 2023 – December 31, 2024), resulting in a payout of 0% of target PSUs earned for all the NEOs, based on the Company’s relative TSR performance against the Russell 2000 Index ("Relative TSR PSUs"). • Certified performance results for Mr. DiIorio’s 2023 PSU award, resulting in a payout 0% of his target PSUs that were tied to a threshold level of AEBITDA performance for the year ended December 31, 2024. |

  17. Grant Date Fair Value ("GDFV") vs. Realizable Three-Year Average Compensation

    Grant Date Fair Value ("GDFV") vs. Realizable Three-Year Average Compensation The Decision-Making Process The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee consists of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which is posted on the “Corporate Governance” page of Company’s website at www.infusystem.com. The Role of Management. Members of our senior management team attend regular Compensation Committee meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only Compensation Committee members can vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to the compensation of the other NEOs with the Compensation Committee providing management input, transparency, and oversight. The Compensation Committee ultimately recommends compensation plans and programs to the Board for approval. Independent members of the Board make all final determinations regarding NEO compensation. The Role of the Independent Compensation Consultant. Pursuant to the authority granted to it under its charter, the Compensation Committee may engage an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. In January 2024, the Compensation Committee retained Pearl Meyer as its independent consultant. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules and concluded that Pearl Meyer is independent. The Role of the Peer Group. The Compensation Committee is committed to establishing competitive total compensation for each NEO, ensuring alignment with market practices and industry standards. To set 2024 target compensation levels, the Compensation Committee, in consultation with Pearl Meyer, reviewed publicly available data from a carefully selected group of comparable companies with executives in similar roles as well as industry-specific survey data where applicable. Selection criteria for determining the 2024 compensation peer group listed below generally included health care equipment and services companies with revenues between approximately $50 million and $300 million and market capitalization between $50 million and $1 billion.

  18. 2024 Executive Compensation Program Decisions

    Annual Incentives (Cash Bonus) Annual incentives are designed to reward executives for achieving key financial and strategic objectives that drive long-term value creation. Target annual bonus opportunities are expressed as a percentage of base salary and were established by the NEO’s level of responsibility and their ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts. Target award opportunities for 2024 were as follows:

  19. 2024 Executive Compensation Program Decisions

    | Name | 2024 Base Salary | 2024 Target Bonus Opportunity (%) | 2024 Target Bonus Opportunity ($) | | Richard Dilorio | $630,000 | 100% | $630,000 | | Carrie Lachance | $430,500 | 75% | $322,875 | | Barry Steele | $420,000 | 60% | $252,000 |

  20. 2024 Executive Compensation Program Decisions

    2024 Performance Levels and Results. The following table shows the financial performance necessary to achieve threshold, target, and maximum award amounts for 2024. For AEBITDA, payouts can range from 50% of target (threshold) to 200% of target (maximum). For Revenue, payouts can range from 50% of target (threshold) to 150% of target (maximum). No payouts are earned for performance below threshold performance levels.

  21. 2024 Executive Compensation Program Decisions

    | Name | 2024 Target Bonus Opportunity (%) | 2024 Target Bonus Opportunity ($) | AEBITDA Results (% of Target) | Revenue Results (% of Target) | MBOs (% of Target) | Achievement (% of Target) | Award Payout ($) | | Richard Dilorio | 100% | $630,000 | 102% | 100% | 100% | 100.7% | $634,410 | | Carrie Lachance | 75% | $322,875 | 102% | 100% | 100% | 100.7% | $325,135 | | Barry Steele | 60% | $252,000 | 102% | 100% | 100% | 100.7% | $253,764 |

  22. 2024 Executive Compensation Program Decisions

    | Equity Vehicle | Weighting | Description | | | | Stock Options | 50% | • Reward executives for stock price appreciation, ensuring value is only realized if stockholders also benefit • Vest over four years on a ratable basis | | | | Restricted Stock Units | 25% | • Support our leadership retention strategy • Cliff vest after three years | | | | Performance Stock Units ("PSUs") | 25% | • Are earned (and vest) based on relative Total Stockholder Return (“TSR”) over two years (January 1, 2024 – December 31, 2025) compared to the performance peer group listed below: | | | | | | | Airsculpt Technologies, Inc. | Sanara MedTech, Inc. | | | | | AxoGen, Inc. | SI-Bone, Inc. | | | | | Castle Biosciences Inc | SurModics, Inc. | | | | | Cerus Corporation | Tactile Systems Technology, Inc. | | | | | Fulgent Genetics, Inc. | Talkspace, Inc. | | | | | National Research Corporation | Tela Bio, Inc. | | | | | OrthoPediatrics Corp. | Viemed Healthcare, Inc. | | | | | Outset Medical, Inc. | Xtant Medical Holdings, Inc. | | | | | Rockwell Medical, Inc. | Zynex, Inc. | | | | • Payout ranging from 0% to 200% of target based on performance as follows: | | | | | | | TSR Ranking | Payout | | | | | At or above the 90th percentile | 200% of target (maximum) | | | | | 50th percentile | 100% of target | | | | | 40th percentile | 50% of target (threshold) | | | | | Below the 40th percentile | 0% of target | | | | | Performance between defined percentiles is calculated on a prorated basis. | |

  23. 2024 Executive Compensation Program Decisions

    | Name | Stock Options(1)(4) | PSUs (at Target)(2)(4) | RSUs(3)(4) | Total Target Value | | Richard Dilorio | $613,728 | $282,708 | $315,003 | $1,211,438 | | Carrie Lachance | $262,114 | $120,736 | $134,528 | $517,379 | | Barry Steele | $255,721 | $117,794 | $131,251 | $304,766 |

  24. 2024 Executive Compensation Program Decisions

    (1)The values shown reflect the target grant date value of stock options, determined based on the number of options granted on May 17, 2024, multiplied by the per-share grant price of $2.73. (2)The values are based on the target number of units granted on May 17, 2024, multiplied by the grant date value per unit of $5.69. The actual number of PSUs earned may vary based on performance results over the applicable measurement period. (3)The values reflect the target number of units granted on May 17, 2024, multiplied by the grant date value per unit of $6.34, based on the stock price at the time of grant. (4)See footnote 2 under Summary Compensation Table below for more information about the methods used to value equity awards. PSUs Earned and Vested in 2024. In 2023, the NEOs were granted Relative TSR PSUs with vesting based on the Company’s relative TSR performance against the Russell 2000 Index over the two-year performance period from January 1, 2023 to December 31, 2024. Based on results determined by the Compensation Committee during the first quarter of 2025, the NEOs earned 0% of their target PSUs for this award. In addition, in 2023, Mr. DiIorio was granted target PSUs with vesting based on the achievement of a pre-determined threshold level of AEBITDA performance at the end of December 2024. Based on results determined by the Compensation Committee during the first quarter of 2025, Mr. DiIorio earned 0% of his target PSUs for this award. For additional details about each of the NEO’s awards, please see “Equity Awards Granted to the NEOs” in this Proxy Statement.

  25. Other Compensation Practices, Policies and Guidelines

    Other Compensation Practices, Policies and Guidelines Clawback Policy The Company maintains a Clawback Policy, which is designed to comply with Section 10D-1 of the Exchange Act and the applicable listing standards of the New York Stock Exchange. The Clawback Policy requires the Company to recoup any erroneously awarded incentive-based compensation received by certain executives, including each NEO, if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. The Clawback Policy generally applies to all incentive-based compensation received by a covered executive during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement after the policy’s effective date. The Clawback Policy was attached as an exhibit to the Company’s Form 10-K filed on March 11, 2025. Hedging and Pledging Policy The Company has an Insider Trading Policy that applies to its employees, officers and directors. Under this policy, the Company strongly discourages employees, officers and directors from entering into hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. This policy requires each employee, officer and director to pre-clear any such proposed transactions with appropriate Company personnel. The policy also prohibits our directors, officers and employees from holding InfuSystem Common Stock in a margin account or otherwise pledging them as collateral for a loan. The Insider Trading Policy was filed as an exhibit to the Company's Form 10-K filed on March 11, 2025. Policies and Practices Related to the Grant of Certain Equity Awards The Company grants long-term equity incentive awards in the form of stock options, PSUs and RSUs. These grants are typically approved at the first regularly scheduled Compensation Committee meeting of the fiscal year. The Company does not time equity grants in coordination with the release of material nonpublic information (“MNPI”). If an equity award is granted outside the regular cycle, the Compensation Committee carefully assesses whether MNPI exists and, if necessary, may delay the grant until after such information is publicly disclosed. For the 2024 equity grants, no awards were approved within four business days before or one business day after the filing of a Form 10-Q, 10-K, or 8-K disclosing MNPI. Other Benefits and Perquisites All of our NEOs are eligible to participate in our employee health and welfare benefit plans on the same basis as all other employees. We provide a 401(k) retirement plan with a Company match of up to 5% of eligible salary, subject to statutory limits. We generally do not provide significant perquisites or personal benefits, with the exception of a company-leased automobile provided to our Chief Executive Officer. Impact of Tax and Accounting We regularly consider the various tax and accounting implications of our compensation plans. When determining the amount of long-term incentives and equity grants to executives and employees, the compensation costs associated with the grants are reviewed, as required by FASB ASC Topic 718. While considering tax deductibility as only one of several considerations in determining compensation, the Committee believes that the tax deduction limitation should not compromise its ability to structure compensation programs that provide benefits to the Company that outweigh the potential benefit of a tax deduction and, therefore, may approve compensation that is not deductible for tax purposes. Compensation Risk Assessment The Compensation Committee regularly reviews our compensation programs to ensure they balance performance incentives with prudent risk management. Based on our most recent assessment 2024, the Compensation Committee concluded that our programs do not encourage excessive risk-taking and support the Company’s long-term success.

  26. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation of the NEO's for the fiscal years presented below.

  27. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Option Awards (2) ($) | All Other Compensation (3) ($) | Total ($) | | Richard DiIorio | 2024 | $630,000 | $634,410 | $597,711 | $613,728 | $39,372 | $2,515,221 | | Chief Executive Officer | 2023 | $600,000 | $498,000 | $615,238 | $535,108 | $38,311 | $2,286,657 | | Carrie Lachance | 2024 | $430,500 | $325,135 | $255,265 | $262,114 | $16,915 | $1,289,929 | | President and Chief Operating Officer | 2023 | $410,000 | $405,225 | $189,180 | $243,773 | $16,081 | $1,264,258 | | Barry Steele | 2024 | $420,000 | $303,764 | $249,045 | $255,721 | $21,533 | $1,250,063 | | Executive Vice President and Chief Financial Officer | 2023 | $400,000 | $308,200 | $184,584 | $237,825 | $17,231 | $1,147,839 |

  28. Summary Compensation Table

    (1)For 2024, amounts represent discretionary annual bonus awards earned by our named executive officers with respect to the Company’s performance for 2024 (Mr. DiIorio: $634,410; Ms. Lachance: $325,135 and Mr. Steele: $253,764) and a $50,000 special performance award paid to Mr. Steele. (2)In accordance with the SEC's proxy disclosure rules, included in the "Stock Awards" and "Option Awards" columns are the aggregate grant date fair values of stock awards and option awards made during the respective fiscal years computed in accordance with FASB ASC Topic 718. The measurement objective of FASB ASC Topic 718 is to estimate the fair value at the grant date of the equity instruments that the entity is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments (for example, to exercise share options). That estimate is based on the share price and other pertinent factors, such as in the case of stock options the expected volatility at the grant date. The grant date fair value of an award reflects the accounting expense and may not represent the actual value that will be realized. For a discussion of the assumptions used in computing this valuation, see Note 12 of the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (3)The Company matches all of an employee's 401(k) contribution up to a maximum of 5% of a participant’s eligible salary, or certain statutory limits. All Other Compensation for 2024 consists of the following: (i) for Mr. DiIorio, $22,053 for use of a company vehicle, $16,500 for employer 401(k) matching contributions, and miscellaneous other benefits; (ii) for Ms. Lachance, $16,500 for employer 401(k) matching contributions, and miscellaneous other benefits; and (iii) for Mr. Steele, $20,896 for employer 401(k) matching contributions, and miscellaneous other benefits.

  29. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information about equity and non-equity awards granted to the named executive officers in 2024. All equity awards were made under the 2021 Equity Plan.

  30. Grants of Plan-Based Awards in 2024

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | Name | Grant Date | Board Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Richard DiIorio | 5/17/2024 (1) | 5/17/2024 | | | | 24,843 | 49,685 | 99,370 | | | 282,708 | | | 5/17/2024 (2) | 5/17/2024 | | | | | | | 49,685 | | 315,003 | | | 5/17/2024 (3) | 5/17/2024 | | | | | | | 224,817 | | 613,728 | | Carrie Lachance | 5/17/2024 (1) | 5/17/2024 | | | | 10,610 | 21,219 | 42,438 | | | 120,736 | | | 5/17/2024 (2) | 5/17/2024 | | | | | | | 21,219 | | 134,528 | | | 5/17/2024 (3) | 5/17/2024 | | | | | | | 96,016 | | 262,114 | | Barry Steele | 5/17/2024 (1) | 5/17/2024 | | | | 10,351 | 20,702 | 41,404 | | | 117,794 | | | 5/17/2024 (2) | 5/17/2024 | | | | | | | 20,702 | | 131,251 | | | 5/17/2024 (3) | 5/17/2024 | | | | | | | 93,674 | | 255,721 |

  31. Grants of Plan-Based Awards in 2024

    (1)Represents Relative TSR PSU. (2)Represents time-vested RSUs. (3)Represents time-vested stock options. (4)The PSU's granted on May 17, 2024 had a grant-date fair value of $5.69 per target share, as computed under FASB ASC Topic 718 using a Monte Carlo simulation. The time-vested RSUs granted on May 17, 2024 have a grant-date fair value of $6.34 per share which was the closing price of our Common Stock on the grant date. The time-vested stock options had a grant-date fair value of $2.73 per share, as computed under FASB ASC Topic 718 using the Black-Scholes option pricing model. See Note 2 to the Summary Compensation table for 2024.

  32. Narrative Discussion of Grants of Plan-Based Awards in 2024

    Narrative Discussion of Grants of Plan-Based Awards in 2024 PSUs: PSUs granted in 2024 are earned and vest based on Relative TSR, defined as stock price appreciation plus reinvested dividends compared to a selected comparative group at the end of two years based on a percentile ranking, provided such person's employment is continuing on such earning and vesting date. The beginning stock price for the Relative TSR PSUs performance goal is equal to the closing stock price for the Company's Common Stock on the last trading day of 2023, which will be compared to the closing stock price for the Common Stock ending on the last trading day of 2025. The Relative TSR PSUs are earned from 50% to 200% of target based on actual performance, which thereafter represents the right to receive one share of the Company's Common Stock for each PSU. Time-Vested RSUs: The time-vested RSUs awarded in 2024 vest on the third anniversary of the grant date, provided such person's employment continues on the applicable vesting date. Each time-vested RSU represents the right to receive one share of the Company's Common Stock upon vesting. Time-Vested Stock Options: The time-vested stock options awarded in 2024 vest in equal annual installments over a four-year period, expire after ten years, and are otherwise exercisable in accordance with the Company’s 2021 Equity Plan.

  33. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows all unexercised options and unvested stock incentive plan awards for each of the named executive officers as of December 31, 2024:

  34. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards: | | | | | Stock Awards: | | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | | 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 That Have Not Vested (1) ($) | | | Richard DiIorio (2) | 25,000 | — | | 2.60 | 03/10/25 | | | | | | | | | 40,000 | — | | 2.76 | 08/18/26 | | | | | | | | | 25,000 | — | | 2.15 | 03/15/27 | | | | | | | | | 25,000 | — | | 11.07 | 05/20/30 | | | | | | | | | 20,678 | — | | 19.50 | 05/18/31 | | | | | | | | | 39,991 | 19,993 | | 8.58 | 05/17/32 | | | | | | | | | 43,972 | 87,919 | | 9.18 | 05/18/33 | | | | | | | | | — | 224,817 | | 6.34 | 05/17/24 | | | | | | | | | | | | | | 110,202 | | 931,207 | | | | | | | | | | | | | | 21,780 | | 184,041 | | | | | | | | | | | 69,293 | | 585,526 | | Carrie Lachance (3) | 50,000 | — | | 2.70 | 4/19/28 | | | | | | | | | 40,000 | — | | 4.70 | 5/15/29 | | | | | | | | | 20,000 | — | | 11.07 | 5/20/30 | | | | | | | | | 61,843 | 0 | | 19.50 | 5/18/31 | | | | | | | | | 17,329 | 8,664 | | 8.58 | 5/17/32 | | | | | | | | | 20,032 | 40,052 | | 9.18 | 5/18/33 | | | | | | | | | — | 96,016 | | 6.34 | 5/17/34 | | | | | | | | | | | | | | 47,878 | 404,569 | | | | | | | | | | | | | | | 30,151 | | 254,776 | | Barry Steele (4) | 50,000 | — | | 6.82 | 03/18/25 | | | | | | | | | 15,000 | — | | 11.07 | 05/20/30 | | | | | | | | | 10,339 | 0 | | 19.50 | 05/18/31 | | | | | | | | | 13,330 | 6,665 | | 8.58 | 05/17/32 | | | | | | | | | 19543 | 39,075 | | 9.18 | 05/18/33 | | | | | | | | | 0 | 93674 | | 6.34 | 05/17/34 | | | | | | | | | | | | | | 43,053 | | 363,798 | | | | | | | | | | | | | | 29,417 | | 248,604 |

  35. Outstanding Equity Awards at Fiscal Year End

    (1)Represents unvested RSUs and PSUs, each representing a contingent right to receive one share of the Company's Common Stock, multiplied by $8.45, the closing price of the Company's Common Stock on December 31, 2024, as quoted by the NYSE American LLC. The number and payout value for the PSUs included in this table are based on achieving threshold performance. (2)At December 31, 2024, Mr. DiIorio owned 91,073 target-level PSUs that vest in three installments (21,780 on March 15, 2025, 19,608 on May 18, 2025 and 49,685 on May 17, 2026) subject to the attainment of performance goals discussed below. At December 31, 2024, Mr. DiIorio owned 21,780 PSUs that are earned, provided his employment is continuing on the vesting date, based upon the achievement a minimum threshold of AEBITDA for the year ended December 31, 2024. This metric was not met and the award expired on March 15, 2025. At December 31, 2024, Mr. DiIorio owned 19,608 Relative TSR PSUs that are earned, provided his employment is continuing on the vest date, based upon the achievement of the market condition, which is the TSR attained during the performance period ranked on a percentile basis relative to a comparative group consisting of each company included in the Russell 2000 index. TSR is defined as stock price appreciation plus reinvested dividends and the performance period starts on January 1, 2023 and ends on December 31, 2024. On January 21, 2025 the Company's Board of Directors cancelled the PSUs because the l TSR achieved was below the threshold payment amount for the performance period. At December 31, 2024, Mr. DiIorio owned 49,685 Relative TSR PSUs that are earned, provided his employment is continuing on the vest date, based upon the achievement of the market condition, which is the TSR attained during the performance period ranked on a percentile basis relative to a comparative group consisting of a performance peer group of companies listed in 2024 Long-Term Equity Incentives, above. At December 31, 2024, Mr. DiIorio owned the 110,202 RSUs, which will vest subject to his continued employment as follows: (i) 40,909 on May 17, 2025; (ii) 165,688 on May 18, 2026; and (iii) 49,685 on May 17, 2027. Settlement of the Common Stock underlying RSUs will occur on each vesting date and settlement of the Common Stock underlying PSUs will occur following determination of the achievement of the specified performance goals. At December 31, 2024, Mr. DiIorio owned the following unvested options: (i) unvested options to purchase 19,993 shares of Common Stock, which vest on May 17, 2025; and (ii) unvested options to purchase 87,919 shares of Common Stock, which vest in two equal annual installments starting on May 18, 2025; and (iii) unvested options to purchase 224,817 shares of Common Stock which will vest in four equal annual installments starting on May 17, 2025. (3)At December 31, 2024, Ms. Lachance owned 30,151 target-level PSUs that will vest in two installments (8,932 on May 18, 2025 and 21,219 on May 17, 2026) subject to the attainment of performance goals discussed below. At December 31, 2024, Ms. Lachance owned 8,932 Relative TSR PSUs that are earned, provided her employment is continuing on the vesting date, based upon the achievement of the market condition, which is the TSR attained during the performance period ranked on a percentile basis relative to a comparative group consisting of each company included in the Russell 2000 index. TSR is defined as stock price appreciation plus reinvested dividends, and the performance period starts on January 1, 2023 and ends on December 31, 2024. On January 21, 2025 the Company's Board of Directors cancelled the PSUs because the TSR achieved was below the threshold payment amount for the performance period. At December 31, 2024, Ms. Lachance owned 21,219 Relative TSR PSUs that are earned, provided her employment is continuing on the vest date, based upon the achievement of the market condition, which is the TSR attained during the performance period ranked on a percentile basis relative to a comparative group consisting of a performance peer group of companies listed in 2024 Long-Term Equity Incentives, above. At December 31, 2024, Ms. Lachance owned 47,878 RSUs, which will vest subject to her continued employment as follows: (i) 17,727 on May 17, 2025; (ii) 8,932 on May 18, 2026; and (iii) 21,219 on May 17, 2027. Settlement of the Common Stock underlying RSUs will occur on each vesting date and settlement of the Common Stock underlying PSUs will occur following certification of the achievement of the specified performance goals. At December 31, 2024, Ms. Lachance owned the following unvested options: (i) unvested options to purchase 8,664 shares of Common Stock, which vest on May 17, 2025; (ii) unvested options to purchase 40,052 shares of Common Stock, which vest in two equal annual installments starting on May 18, 2025; and (iii) unvested options to purchase 96,016 shares of Common Stock, which vest in four equal annual installments starting on May 17, 2025. (4)At December 31, 2024, Mr. Steele owned 29,417 target-level PSUs that will vest in two installments (8,715 on May 18, 2025 and 20,702 on May 17, 2026) subject to the attainment of performance goals discussed below. At December 31, 2024, Mr. Steele owned 29,417 Relative TSR PSUs that are earned, provided his employment is continuing on the vesting date, based upon the achievement of the market condition, which is the TSR attained during the performance period ranked on a percentile basis relative to a comparative group consisting of each company included in the Russell 2000 index. TSR is defined as stock price appreciation plus reinvested dividends, and the performance period starts on January 1, 2023 and ends on December 31, 2024. On January 21, 2025 the Company's Board of Directors cancelled the PSUs because the TSR achieved was below the threshold payment amount for the performance period. At December 31, 2024, Mr. Steele owned 20,702 Relative TSR PSUs that are earned, provided his employment is continuing on the vest date, based upon the achievement of the market condition, which is the TSR attained during the performance period ranked on a percentile basis relative to a comparative group consisting of a performance peer group of companies listed in 2024 Long-Term Equity Incentives, above. At December 31, 2024, Mr. Steele owned 43,053 RSUs, which will vest subject to his continued employment as follows: (i) 13,636 on May 17, 2025; (ii) 8,715 on May 18, 2026; and (iii) 20,702 on May 17, 2027. Settlement of the Common Stock underlying RSUs will occur on each vesting date and settlement of the Common Stock underlying PSUs will occur following certification of the achievement of the specified performance goals. At December 31, 2024, Mr. Steele owned the following unvested options: (i) unvested options to purchase 6,665 shares of Common Stock, which vest on May 17, 2025; (ii) unvested options to purchase 39,075 shares of Common Stock, which vest in two equal annual installments starting on May 18, 2025; and (iii) unvested options to purchase 93,674 shares of Common Stock, which vest in four equal annual installments starting on May 17, 2025.

  36. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information on the value realized by the Named Executive Officers on the exercise of option awards and the vesting of stock awards in 2024. The number of shares acquired and the value realized for each award excludes the payment of any fees, commission or taxes:

  37. Option Exercises and Stock Vested in 2024

    | | Option Awards | | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | | Richard DiIorio | 50,000 | | 207,000 | 25,762 | | 165,907 | | Carrie Lachance | 50,000 | | 465,000 | 13,129 | | 84,551 | | Barry Steele | — | | — | 10,937 | | 70,434 |

  38. Option Exercises and Stock Vested in 2024

    (1)Based on the number of stock options exercised multiplied by the difference between (a) the trading price of the underlying shares at the time of exercise and (b) the exercise price. (2)Based on the number of RSUs and PSUs vested multiplied by the closing price of our Common Stock on the date of vesting.

  39. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE 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 and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation.”

  40. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (5) | Net Income (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2024 | $2,515,221 | $1,810,112 | $1,269,996 | $1,024,882 | $49.62 | $2,345,000 | | 2023 | $2,286,657 | $2,413,801 | $1,206,049 | $1,246,269 | $61.89 | $872,000 | | 2022 | $1,547,367 | $109,085 | $821,176 | $(5,465) | $50.97 | $18,000 |

  41. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. DiIorio (the Company's Chief Executive Officer and Principal Executive Officer ("PEO")) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. DiIorio, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. DiIorio during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. DiIorio's total compensation for each year to determine the compensation actually paid:

  42. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | 2024 | $2,515,221 | $(1,211,438) | $506,329 | $1,810,112 | | 2023 | $2,286,657 | $(1,150,346) | $1,277,490 | $2,413,801 | | 2022 | $1,547,367 | $(741,102) | $(697,180) | $109,085 |

  43. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  44. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $1,787,022 | $(881,484) | $— | $(399,209) | $— | $— | $506,329 | | 2023 | $1,292,739 | $51,913 | $— | $(3,559) | $(63,603) | $— | $1,277,490 | | 2022 | $751,761 | $(989,510) | $— | $(345,892) | $(113,539) | $— | $(697,180) |

  45. PAY VERSUS PERFORMANCE

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. DiIorio, who has served as our CEO since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. DiIorio) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 and 2023, Ms. Lachance and Mr. Steele; and (ii) for 2022, Ms. Lachance and Thomas Ruiz, the Company's former Executive Vice President and Chief Commercial Officer. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. DiIorio), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. DiIorio) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. DiIorio) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  46. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $1,269,996 | $(511,072) | $265,958 | $1,024,882 | | 2023 | $1,206,049 | $(427,681) | $467,901 | $1,246,269 | | 2022 | $821,176 | $(273,795) | $(552,846) | $(5,465) |

  47. PAY VERSUS PERFORMANCE

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  48. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2024 | $753,895 | $(284,599) | $— | $(203,338) | $— | $— | $265,958 | | 2023 | $478,428 | $64,272 | $— | $(41,971) | $(32,828) | $— | $467,901 | | 2022 | $244,256 | $(415,176) | $— | $(268,387) | $(113,539) | $— | $(552,846) |

  49. PAY VERSUS PERFORMANCE

    (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

  50. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. DiIorio and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. DiIorio) is aligned with the Company’s cumulative TSR over the two years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Mr. DiIorio and to the other NEOs consists of equity awards.

  51. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to Mr. DiIorio and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. DiIorio) is generally aligned with the Company’s net income over the two years presented in the table.