DEF 14A of InfuSystem Holdings, Inc, Apr 10, 2026

DEF 14A of InfuSystem Holdings, Inc

Filed Apr 10, 2026 · FY20250001628280-26-024635

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. Each of these nominees for director is a current director of the Company. The seven nominees for election to the Board, if elected, will serve until the 2027 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 | | Kenneth D. Eichenbaum, MD, MSE | 49 | Director | | Paul A. Gendron | 64 | Director | | Ronald Hundzinski | 67 | Director, Chairman | | Beverly A. Huss | 66 | Director | | Carrie Lachance | 49 | Director, Chief Executive Officer | | Scott Shuda | 60 | Director | | Dr. John J. Sviokla | 68 | Director |

  3. ELECTION OF DIRECTORS

    Kenneth D. Eichenbaum, MD, MSE (Director). 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 with extensive clinical and healthcare technology experience. He specializes in the intersection of clinical care, systems engineering and healthcare investment. Dr. Eichenbaum has maintained clinical practice affiliations with Corewell Health William Beaumont University Hospital and Trinity Health Oakland Hospital since 2017 and 2021, respectively. He is a Clinical Associate Professor at Wayne State School of Medicine and a Clinical Assistant Professor at Oakland University William Beaumont School of Medicine. Dr. Eichenbaum completed a fellowship in Cardiothoracic Anesthesia at Stanford University Medical Center and holds a medical degree from the Icahn School of Medicine at Mount Sinai in New York. He also holds a Master of Science in Data Network Engineering, a Bachelor of Science in Materials Science Engineering from the University of Pennsylvania and a Bachelor's degree from The Wharton School with a concentration in Finance. Dr. Eichenbaum currently serves on the Board of Directors of Femasys Inc. (Nasdaq: FEMY), a leading biomedical innovator with a portfolio of therapeutic and diagnostic products designed to improve patient care, accessibility and health economics for women's health needs worldwide. He also serves on the Finance and Contracting Committee of Arvon CIN, an accountable care organization that partners more than 4,500 Physicians with Corwell Health, Michigan's largest healthcare System. Dr. Eichenbaum brings to the board a blend of clinical expertise, investment experience and healthcare technology insight cultivated over more than two decades, including advising and evaluating medical device, healthcare services and biotech companies. 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, Chairman). Ronald Hundzinski has been a member of the Company's Board of Directors since November 12, 2024 and was elected as Chairman of the Board of Directors on May 16, 2025. 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) and Iridex Inc., an ophthalmology laser company (chair of the Iridex compensation committee). Her prior public company board experience includes Artes Medical, Inc., Coala-Life Group AB, Wright Medical Group N.V., Dade Behring Holdings, Inc and Vicarious Surgical 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 and received a national Association of Corporate Directors (NACD) certification in 2024. 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.

  4. ELECTION OF DIRECTORS

    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 was promoted to Chief Executive Officer in May 2025. Before that she served as President and Chief Operating Officer of the Company since 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 has been 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. Scott A. Shuda (Director). Scott A. Shuda has been a member of the Company’s Board of Directors since September 7, 2016 and served as Chairman of the Board from December 19, 2018 to May 16, 2025. 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). Dr. John J. Sviokla has been a member of the Company’s Board of Directors since May 16, 2025 and 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 PricewaterhouseCoopers, 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 Boyd (3) | $24,219 | $— | $— | $24,219 | | Kenneth D. Eichenbaum, MD, MSE (4) | $73,267 | $110,894 | $— | $184,161 | | Paul A. Gendron (5) | $78,575 | $110,894 | $— | $189,469 | | Ronald Hundzinski (6) | $90,390 | $110,894 | $— | $201,284 | | Beverly A. Huss (7) | $75,130 | $110,894 | $— | $186,024 | | Scott A. Shuda (8) | $84,726 | $144,161 | $— | $228,887 | | John Sviokla (9) | $50,630 | $144,161 | $— | $194,791 |

  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 2025: •$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; •$20,000 for the Chair of the Compensation Committee and $10,000 for each Compensation Committee member; •$15,000 for the Chair of the Nominating Committee and $7,500 for each Nominating Committee member; and •$20,000 for the Chair of the Strategy Committee and $10,000 for each Strategy 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 2025 with the exceptions noted in Footnote 2, above: •Options for 39,588 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 2025 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 May 16, 2025, the stockholders approved the Second 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 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. On April 2, 2026,the Board of Directors approved the Third 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 7,000,000 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-4 along with the First Amendment and the Second Amendment to the 2021 Equity Incentive Plan as Appendix A-3 and Appendix A-2 to, and filed with this Proxy Statement, respectively. A copy of the proposed Third 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 Third 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

    | Award Type | 2014 Plan | 2021 Plan | Total | Weighted Average Exercise Price | Weighted Average Remaining Contractural Term | | Stock Options | 349,917 | 2,476,160 | 2,826,077 | $8.06 | 7.44 | | Time Vesting - Restricted Stock Units | — | 524,110 | 524,110 | | | | Performance Based - Restricted Stock Units | — | 382,802 | 382,802 | | | | Total | 349,917 | 3,383,072 | 3,732,989 | | | | Available | — | 237,300 | 237,300 | | |

  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' advance 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 also serving as Senior Human Resources Business Partner-Global Operations from June 2022 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

    Executive Summary InfuSystem’s executive compensation program is built to closely align leadership rewards with company performance and shareholder value creation. The program places significant weight on variable, at‑risk pay, supported by strong governance practices such as a clawback policy, anti‑hedging and anti‑pledging restrictions, double‑trigger change‑in‑control protections, and oversight from an independent compensation consultant. The Company also avoids shareholder‑unfriendly practices, including tax gross‑ups, option repricing, and excessive perquisites. Operationally, InfuSystem continued to grow revenue, Adjusted EBITDA, and operating cash flow across its Patient Services and Device Solutions platforms. This performance resulted in a significant increase in the three-year Total Shareholder Return for InfuSystem Common Stock from a negative 50% as of December 31, 2024 to just over 3% as of December 31, 2025. This resulted in an improvement in realizable pay for executives compared to the grant‑date value of awards—reinforcing the pay‑for‑performance alignment embedded in the program. The Company’s compensation philosophy emphasizes market competitiveness and performance‑driven incentives, with most NEO compensation delivered through annual bonuses and long‑term equity awards. For 2025, base salary changes were modest and primarily market‑based, aside from a larger adjustment reflecting the CEO’s promotion. Annual bonuses paid out at target, as Adjusted EBITDA exceeded maximum expectations while revenue fell below threshold. Long‑term incentives were delivered through a mix of options, RSUs, and PSUs tied to relative TSR performance against the Russell 2000. As part of her CEO transition, Ms. Lachance also received additional one‑time equity awards, including market‑price PSUs, the first tranche of which was achieved in 2025. Compensation decisions were informed by a peer group of healthcare equipment and services companies of similar size, although the Committee retained discretion to address performance and retention considerations. Equity awards continue to follow strict timing protocols to avoid material nonpublic information. Executives participate in standard employee benefits with minimal perquisites. Overall, InfuSystem’s compensation program reflects a disciplined approach that emphasizes shareholder alignment, performance accountability, and governance rigor, supporting the Company’s long‑term strategic objectives.

  14. Results of 2024 Advisory Vote to Approve Executive Compensation

    | 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 members of the Board | | We do not provide excessive perquisites; our perquisites are market competitive to incent executive retention |

  15. Results of 2024 Advisory Vote to Approve Executive Compensation

    2025 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 provides 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 financial performance metrics and related three-year compound annual growth rates (CAGR) include: •Growing net revenue, •Increasing Adjusted EBITDA, •Improving 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 B. 2025 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 2025:

  16. Results of 2024 Advisory Vote to Approve Executive Compensation

    | Base Salaries | • Approved increases of approximately 3% for the NEOs, exclusive of an increase for our CEO reflecting her promotion during 2025 from Chief Operating Officer, to improve competitive positioning and ensure market alignment. | | Annual Incentives | • Based on our financial performance in 2025, the Compensation Committee approved annual incentive awards at 100% of target. This formulaic result was driven by an AEBITDA achievement above the amount need for the maximum payout of 200% of target offset partially by a Revenue achievement below threshold for a payout of 0% of target. | | Long-Term Equity-Based Incentives | • Approved equity grants to each of the NEOs using a mix of 25% stock options, 25% RSUs and 50% PSUs. • Certified performance results for the completed 2024 PSU cycle (January 1, 2024 – December 31, 2025), resulting in a payout of 103% of target PSUs earned for all the NEOs, based on the Company’s relative TSR performance against a select peer group of similar companies ("Relative TSR PSUs"). • Certified performance results for the first tranche of Ms. Lachance’s 2025 market price target PSU award, resulting in a partial payout of her PSUs that were tied to the achievement of a target market price for the Company's common stock. |

  17. Grant Date Fair Value ("GDFV") vs. Realizable Three-Year Average Compensation (1)

    Grant Date Fair Value ("GDFV") vs. Realizable Three-Year Average Compensation (1) (1) CEO amounts include Rich DiIorio for 2023 and 2024 and Carrie Lachance for 2025 and exclude equity awards granted to Carrie Lachance in connection with her promotion to CEO. 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/her 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 2025 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 2025 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. 2025 Executive Compensation Program Decisions

    Base salary and the base salary adjustment for Ms. Lachance in 2025 reflects the annual rate set effective upon her promotion to CEO in May 2025. Ms. Lachance's 2025 base salary prior to her promotion was $448,240 reflecting an annual increase of 4% from her 2024 base salary while she still was serving as the Company's Chief Operating Officer. 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 2025 were as follows:

  19. 2025 Executive Compensation Program Decisions

    | Name | 2025 Base Salary | 2025 Target Bonus Opportunity (%) | 2025 Target Bonus Opportunity ($) | | Carrie Lachance | $500,000 | 100% | $500,000 | | Barry Steele | $432,600 | 60% | $259,560 | | Jerod Funke | $373,100 | 60% | $223,860 |

  20. 2025 Executive Compensation Program Decisions

    2025 Performance Levels and Results. The following table shows the financial performance necessary to achieve threshold, target, and maximum award amounts for 2025. 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 200% of target (maximum). No payouts are earned for performance below threshold performance levels.

  21. 2025 Executive Compensation Program Decisions

    | Name | 2025 Target Bonus Opportunity (%) | 2025 Target Bonus Opportunity ($) | Revenue Results (% of Target) | AEBITDA Results (% of Target) | Achievement (% of Target) | Award Payout ($) | | Carrie Lachance | 100% | $500,000 | —% | 200% | 100% | $500,000 | | Barry Steele | 60% | $259,560 | —% | 200% | 100% | $259,560 | | Jerod Funke | 60% | $223,860 | —% | 200% | 100% | $223,860 |

  22. 2025 Executive Compensation Program Decisions

    | Equity Vehicle | Weighting | Description | | | | Stock Options | 25% | • 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 • Vest over three years on a ratable basis | | | | Performance Stock Units ("PSUs") | 50% | • Are earned (and vest) based on relative Total Stockholder Return (“TSR”) over three years (May 1, 2025 – May 1, 2028) compared to the Russel 2000 Index ("Index"). The payout varies based on the TSR difference which is the amount that the InfuSystem TSR percentage equals or exceeds the TSR of the Index: | | | | | | • Payout ranging from 0% to 200% of target based on performance as follows: | | | | | | | TSR Ranking (TSR difference) | Payout | | | | | 600 bps over Index TSR | 200% of target (maximum) | | | | | 500 bps over Index TSR | 175% of target | | | | | 400 bps over Index TSR | 140% of target | | | | | 200 bps over Index TSR | 120% of target | | | | | InfuSystem TSR equal to Index TSR | 100% of target (threshold) | | | | | InfuSystem TSR less than Index TSR | 0% of target | | | | | Performance between defined percentiles is calculated on a prorated basis. | |

  23. 2025 Executive Compensation Program Decisions

    | Equity Vehicle | Description | | | | Stock Options | • 128,000 shares •Exercise price equal to the grant date market close amount of $6.00 •Grant date fair value per share of $2.80 • Vest over four years on a ratable basis | | | | Performance Stock Units ("PSUs") | • Are earned in three separate tranches based on the attainment of a target market price of the shares. •Shares vest immediately when the target is attained for each tranche. •The target price is deemed to be achieved when the 30 day average of each days volume weighted average price reaches or exceeds the target price: | | | | | • Share amounts and target prices for each tranche is as follows: | | | | | | Target Price per share | Share Payout | | | | $10.00 | 50,000 | | | | $14.00 | 50,000 | | | | $17.00 | 100,000 |

  24. 2025 Executive Compensation Program Decisions

    | Name | Stock Options(1)(4) | PSUs (at Target)(2)(4) | RSUs(3)(4) | Total Target Value | | Carrie Lachance | $566,481 | $1,159,000 | $187,500 | $1,912,981 | | Barry Steele | $149,915 | $405,567 | $135,186 | $690,668 | | Jerod Funke | $103,437 | $279,828 | $93,276 | $476,541 |

  25. 2025 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 16, 2025, multiplied by the per-share grant price of $2.80. (2)For TSR based PSUs, the values are based on the target number of units granted on May 16, 2025, multiplied by the grant date value per unit of $9.00. The actual number of PSUs earned may vary based on performance results over the applicable measurement period. For target price based PSUs, the values are based on the number of units granted on May 16, 2025, multiplied by the grant date value per unit of $3.19 for $10.00 target price awards, $2.82 for $14.00 target price awards and $2.96 for $17.00 target price awards. (3)The values reflect the target number of units granted on May 16, 2025, multiplied by the grant date value per unit of $6.00, 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 2025. In 2023, the NEOs were granted Relative TSR PSUs with a vesting date of May 18, 2025 and paid 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, on September 23, 2025, the vesting condition for the first tranche of target based PSU's granted to Ms. Lachance on May 16, 2025 was achieved. As a result, Ms. Lachance received 50,000 shares payable under the award. Finally, in 2024, the NEOs were granted Relative TSR PSUs with a vesting date of May 17, 2026 and an earned amount to be based on the Company’s relative TSR performance against a group of peer companies over the two-year performance period from January 1, 2024 to December 31, 2025. Based on results determined by the Compensation Committee during the first quarter of 2026, the NEOs are expected to earn 103% of their target PSUs for this award provided they continued to be employed during the remaining time vesting period through May 17, 2026. For additional details about each of the NEO’s awards, please see “Equity Awards Granted to the NEOs” in this Proxy Statement.

  26. 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 NYSE American. 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, the Compensation Committee concluded that our programs do not encourage excessive risk-taking and support the Company’s long-term success.

  27. Summary Compensation Table

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

  28. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Option Awards (2) ($) | All Other Compensation (3) ($) | Total ($) | | Carrie Lachance | 2025 | $478,887 | $500,000 | $1,346,500 | $566,481 | $19,915 | $2,911,783 | | Chief Executive Officer | 2024 | $430,500 | $325,135 | $255,265 | $262,114 | $16,915 | $1,289,929 | | Richard DiIorio | 2025 | $278,654 | $264,600 | $— | $— | $732,178 | $1,275,432 | | Former Chief Executive Officer | 2024 | $630,000 | $634,410 | $597,711 | $613,728 | $39,372 | $2,515,221 | | Barry Steele | 2025 | $432,600 | $309,560 | $540,753 | $149,915 | $20,039 | $1,452,867 | | Executive Vice President and Chief Financial Officer | 2024 | $420,000 | $303,764 | $249,045 | $255,721 | $21,533 | $1,250,063 | | Jerod Funke | 2025 | $373,100 | $223,860 | $373,104 | $103,437 | $20,944 | $1,094,445 | | Executive Vice President, Chief Human Resources Officer | 2024 | $358,750 | $216,757 | $170,176 | $174,741 | $15,947 | $936,371 |

  29. Summary Compensation Table

    (1)For 2025, amounts represent discretionary annual bonus awards earned by our named executive officers with respect to the Company’s performance for 2025 (Ms. Lachance: $500,000, Mr. DiIorio: $264,600; Mr. Steele: $259,560 and Mr. Funke: $223,860) and a $50,000 retention bonus 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 13 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, 2025. (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 2025 consists of the following: (i) for Ms. Lachance, $19,500 for employer 401(k) matching contributions, and miscellaneous other benefits; (ii) for Mr. DiIorio, $630,000 in severance benefits in accordance with the terms of his employment agreement upon the termination of his service as Chief Executive Officer, $91,911 for use of a company vehicle, $9,996 for employer 401(k) matching contributions, and miscellaneous other benefits; (iii) for Mr. Steele, $18,848 for employer 401(k) matching contributions, and miscellaneous other benefits, and (iv) for Mr. Funke $20,228 for employer 401(k) matching contributions, and miscellaneous other benefits.

  30. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information about equity and non-equity awards granted to the named executive officers in 2025. All equity awards were made under the 2021 Equity Plan.

  31. Grants of Plan-Based Awards in 2025

    | | | | 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 (5) ($) | | | Name | Grant Date | Board Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Carrie Lachance | 5/16/2025 (1) | 5/16/2025 | | | | 62,500 | 62,500 | 125,000 | | | 562,500 | | | 5/16/2025 (2) | 5/16/2025 | | | | | | | 200,000 | | 596,500 | | | 5/16/2025 (3) | 5/16/2025 | | | | | | | 31,250 | | 187,500 | | | 5/16/2025 (4) | 5/16/2025 | | | | | | | 202,228 | | 566,481 | | Barry Steele | 5/16/2025 (1) | 5/16/2025 | | | | 45,063 | 45,063 | 90,126 | | | 405,567 | | | 5/16/2025 (3) | 5/16/2025 | | | | | | | 22,531 | | 135,186 | | | 5/16/2025 (4) | 5/16/2025 | | | | | | | 53,518 | | 149,915 | | Jerod Funke | 5/16/2025 (1) | 5/16/2025 | | | | 31,092 | 31,092 | 62,184 | | | 279,828 | | | 5/16/2025 (3) | 5/16/2025 | | | | | | | 15,546 | | 93,276 | | | 5/16/2025 (4) | 5/16/2025 | | | | | | | 36,926 | | 103,437 |

  32. Grants of Plan-Based Awards in 2025

    (1)Represents Relative TSR PSU. (2)Represents Target Price PSU. (3)Represents time-vested RSUs. (4)Represents time-vested stock options. (5)The Relative TSR PSU's granted on May 16, 2025 had grant-date fair values of $9.00 per target share and the Target Price PSU's had grant-date fair values of $3.19 per share for the first tranche of 50,000 share, $2.82 per share for the second tranche of 50,000 shares and $2.96 per share for the last tranche of 100,000 shares. Grant date fair value for PSU's are computed under FASB ASC Topic 718 using a Monte Carlo simulation. The time-vested RSUs granted on May 16, 2025 have a grant-date fair value of $6.00 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 $2.80 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 2025.

  33. Narrative Discussion of Grants of Plan-Based Awards in 2025

    Narrative Discussion of Grants of Plan-Based Awards in 2025 TSR PSUs: PSUs granted in 2025 are earned and vest based on Relative TSR, defined as stock price appreciation plus reinvested dividends compared to the percentage increase of the Russell 2000 Index at the end of three years, 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 May 1, 2025, which will be compared to the closing stock price for the Common Stock ending on May 1, 2028. If the performance minimum performance threshold is met, the Relative TSR PSUs are earned from 100% 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. No shares are earned if the minimum performance threshold is not met. Target Price PSUs: PSUs granted in 2025 are earned and vest based on the achievement of a target trading price for InfuSystem Common Stock. See 2025 Long-Term Equity Incentives above for further details about Target Price PSU's. Time-Vested RSUs: The time-vested RSUs awarded in 2025 vest in three equal annual installments on the 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 2025 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.

  34. 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, 2025:

  35. 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) ($) | | | Carrie Lachance (2) | 50,000 | — | | 2.70 | 4/19/28 | | | | | | | | | 40,000 | — | | 4.70 | 5/15/29 | | | | | | | | | 20,000 | — | | 11.07 | 5/20/30 | | | | | | | | | 61,843 | — | | 19.50 | 5/18/31 | | | | | | | | | 25,993 | — | | 8.58 | 5/17/32 | | | | | | | | | 40,058 | 20,026 | | 9.18 | 5/18/33 | | | | | | | | | 24,004 | 72,012 | | 6.34 | 5/17/34 | | | | | | | | | — | 202,228 | | 6.00 | 5/16/35 | | | | | | | | | | | | | | 61,401 | | 550,767 | | | | | | | | | | | | | | 233,719 | | 2,096,459 | | Barry Steele (3) | 15,000 | — | | 11.07 | 05/20/30 | | | | | | | | | 10,339 | — | | 19.50 | 05/18/31 | | | | | | | | | 19,995 | — | | 8.58 | 05/17/32 | | | | | | | | | 39,080 | 19,538 | | 9.18 | 05/18/33 | | | | | | | | | 23,418 | 70,256 | | 6.34 | 05/17/34 | | | | | | | | | — | 53,518 | | 6.00 | 05/16/35 | | | | | | | | | | | | | | 51,948 | | 465,974 | | | | | | | | | | | | | | 65,765 | | 589,912 | | Jerod Funke (4) | 31,120 | 15,559 | | 9.78 | 10/9/33 | | | | | | | | | 16,002 | 48,008 | | 6.34 | 5/17/34 | | | | | | | | | — | 36,926 | | 6.00 | 5/16/35 | | | | | | | | | | | | | | 36,849 | | 330,536 | | | | | | | | | | | | | | 45,238 | | 405,785 |

  36. 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 $8.97, the closing price of the Company's Common Stock on December 31, 2025, 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, 2025, Ms. Lachance owned 233,719 target-level PSUs that will vest in four installments subject to the attainment of market based performance goals discussed below. The first installment consisted of 21,219 Relative TSR PSUs that are earned, provided Ms. Lachance's employment is continuing on the vest date (May 17, 2026), based upon the achievement of the market condition, which is the TSR for the Company's common stock attained during the performance period ranked on a percentile basis relative to a performance peer group of companies. Based on results determined by the Compensation Committee on February 24, 2026, Ms. Lachance is expected to earn 103% of the target PSUs for this award provided she continues to be employed during the remaining vesting period. The second installment consisted of 62,500 Relative TSR PSUs that are earned, provided Ms. Lachance's employment is continuing on the vest date (May16, 2028), based upon the achievement of the market condition, which is the relative TSR performance attained during the performance period as compared to the appreciation of the Russell 2000 index during the three year performance period from May 1, 2025 though May 1, 2028. See 2025 Long-Term Equity Incentives, above for further details on this award. Remaining two installments totaling 50,000 and 100,000, are earned and vest based on a target market price of the company's common stock. Target market prices for each installment are $14.00 and $17.00, respectively. See 2025 Long-Term Equity Incentives, above for further details on this award. At December 31, 2025, Ms. Lachance owned 61,401 RSUs, which will vest subject to her continued employment as follows: (i) 8,932 on May 18, 2026; (ii) 21,219 on May 17, 2027; (iii) 10,418 on May 16, 2026; (iv) 10,416 on May 16, 2027; and (v) 10,416 on May 16, 2028. 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, 2025, Ms. Lachance owned the following unvested options: (i) unvested options to purchase 20,026 shares of Common Stock, which vest on May 18, 2026; (ii) unvested options to purchase 72,012 shares of Common Stock, which vest in three equal annual installments starting on May 17, 2026; and (iii) unvested options to purchase 202,228 shares of Common Stock, which vest in four equal annual installments starting on May 16, 2026. (3)At December 31, 2025, Mr. Steele owned 65,765 target-level PSUs that will vest in two installments subject to the attainment of market based performance goals discussed below. The first installment consisted of 20,702 Relative TSR PSUs that are earned, provided Mr. Steele's employment is continuing on the vest date (May 17, 2026), based upon the achievement of the market condition, which is the TSR for the Company's common stock attained during the performance period ranked on a percentile basis relative to a performance peer group of companies. Based on results determined by the Compensation Committee on February 24, 2026, Mr. Steele is expected to earn 103% of the target PSUs for this award provided he continues to be employed during the remaining vesting period. The second installment consisted of 45,063 Relative TSR PSUs that are earned, provided Mr. Steele's employment is continuing on the vest date (May16, 2028), based upon the achievement of the market condition, which is the relative TSR performance attained during the performance period as compared to the appreciation of the Russell 2000 index during the three year performance period from May 1, 2025 though May 1, 2028. See 2025 Long-Term Equity Incentives, above for further details on this award. At December 31, 2025, Mr. Steele owned 51,948 RSUs, which will vest subject to his continued employment as follows: (i) 8,715 on May 18, 2026; (ii) 20,702 on May 17, 2027; (iii) 7,511 on May 16, 2026; (iv) 7,510 on May 16, 2027; and (v) 7,510 on May 16, 2028. 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, 2025, Mr. Steele owned the following unvested options: (i) unvested options to purchase 19,538 shares of Common Stock, which vest on May 18, 2026; (ii) unvested options to purchase 70,256 shares of Common Stock, which vest in three equal annual installments starting on May 17, 2026; and (iii) unvested options to purchase 53,518 shares of Common Stock, which vest in four equal annual installments starting on May 16, 2026. (4)At December 31, 2025, Mr. Funke owned 45,238 target-level PSUs that will vest in two installments subject to the attainment of market based performance goals discussed below. The first installment consisted of 14,146 Relative TSR PSUs that are earned, provided Mr. Funke's employment is continuing on the vest date (May 17, 2026), based upon the achievement of the market condition, which is the TSR for the Company's common stock attained during the performance period ranked on a percentile basis relative to a performance peer group of companies. Based on results determined by the Compensation Committee on February 24, 2026, Mr. Funke is expected to earn 103% of the target PSUs for this award provided he continues to be employed during the remaining vesting period. The second installment consisted of 31,092 Relative TSR PSUs that are earned, provided Mr. Funke's employment is continuing on the vest date (May16, 2028), based upon the achievement of the market condition, which is the relative TSR performance attained during the performance period as compared to the appreciation of the Russell 2000 index during the three year performance period from May 1, 2025 though May 1, 2028. See 2025 Long-Term Equity Incentives, above for further details on this award. At December 31, 2025, Mr. Funke owned 36,849 RSUs, which will vest subject to his continued employment as follows: (i) 7,157 on October 9, 2026; (ii) 14,146 on May 17, 2027; (iii) 5,183 on May 16, 2026; (iv) 5,181 on May 16, 2027; and (v) 5,182 on May 16, 2028. 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, 2025, Mr. Funke owned the following unvested options: (i) unvested options to purchase 15,559 shares of Common Stock, which vest on October 9, 2026; (ii) unvested options to purchase 48,008 shares of Common Stock, which vest in three equal annual installments starting on May 17, 2026; and (iii) unvested options to purchase 36,926 shares of Common Stock, which vest in four equal annual installments starting on May 16, 2026.

  37. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 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 2025. The number of shares acquired and the value realized for each award excludes the payment of any fees, commission or taxes:

  38. Option Exercises and Stock Vested in 2025

    | | 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) | | | Carrie Lachance | — | | — | 67,727 | | 620,021 | | Richard DiIorio | 294,119 | | 795,704 | 40,909 | | 251,590 | | Barry Steele | — | | — | 13,636 | | 83,861 | | Jerod Funke | — | | — | 12,500 | 120,125 | |

  39. Option Exercises and Stock Vested in 2025

    (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.

  40. 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.”

  41. 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) | | 2025 | $2,911,783 | $4,472,105 | $1,273,656 | $1,778,215 | $103.34 | $6,627,000 | | 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 |

  42. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Lachance for 2025 (the Company's Chief Executive Officer and Principal Executive Officer ("PEO") during 2025 starting on May 30, 2025) and Mr. DiIorio (the Company's Chief Executive Officer and Principal Executive Officer ("PEO") for all reported periods prior to 2025) 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 Ms. Lachance during 2025 and Mr. DiIorio for years presented prior to 2025, 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 either Ms. Lachance or 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 Ms. Lachance and Mr. DiIorio's total compensation for each year to determine the compensation actually paid:

  43. 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 | | 2025 | $2,911,783 | $(1,912,981) | $3,473,303 | $4,472,105 | | 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 |

  44. 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:

  45. 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 | | 2025 | $3,002,872 | $73,618 | $511,000 | $(114,187) | $— | $— | $3,473,303 | | 2024 | $1,787,022 | $(881,484) | $— | $(399,209) | $— | $— | $506,329 | | 2023 | $1,292,739 | $51,913 | $— | $(3,559) | $(63,603) | $— | $1,277,490 |

  46. 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 Ms. Lachance for 2025, who has served as our CEO since May 30, 2025 and Mr. DiIorio for all years presented, who served as our CEO prior to Ms. Lachance 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) are included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Mr. Steele and Mr. Funke; and (ii) for 2024 and 2023, Ms. Lachance, who served as the Company's President and Chief Operating Officer during 2024 and 2023, and Mr. Steele. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (Ms. Lachance for 2025 and excluding Mr. DiIorio for all years presented), 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 Ms. Lachance for 2025 and excluding Mr. DiIorio for all years presented) 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 Ms. Lachance for 2025 and excluding Mr. DiIorio for all years presented) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  47. 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 | | 2025 | $1,273,656 | $(583,604) | $1,088,163 | $1,778,215 | | 2024 | $1,269,996 | $(511,072) | $265,958 | $1,024,882 | | 2023 | $1,206,049 | $(427,681) | $467,901 | $1,246,269 |

  48. PAY VERSUS PERFORMANCE

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

  49. 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 | | 2025 | $1,058,864 | $85,628 | $— | $(56,329) | $— | $— | $1,088,163 | | 2024 | $753,895 | $(284,599) | $— | $(203,338) | $— | $— | $265,958 | | 2023 | $478,428 | $64,272 | $— | $(41,971) | $(32,828) | $— | $467,901 |

  50. 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.

  51. 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 Ms. Lachance for 2025 and Mr. DiIorio for 2024 and 2023 and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Ms. Lachance for 2025 and excluding Mr. DiIorio for all years presented) is aligned with the Company’s cumulative TSR over the three 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 Ms. Lachance, Mr. DiIorio and to the other NEOs consists of equity awards.

  52. 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 Ms. Lachance for 2025 and Mr. DiIorio for 2024 and 2023 and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Ms. Lachance for 2025 and excluding Mr. DiIorio for all years presented) is generally aligned with the Company’s net income over the three years presented in the table.