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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. XX)

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TO OUR SHAREHOLDERS:

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GUIDE TO PROXY STATEMENT

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NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

Items of Business

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Your vote is important to our future. We strongly encourage you to read the Proxy Statement and then promptly vote your shares as instructed herein.

Shareholders can vote via the Internet, by telephone or by mail. Specific instructions on how to vote are included in the Notice that we will mail to our shareholders on or about April 4, 2025. Shareholders will also be able to vote electronically during the webcast of the 2025 Annual Meeting.

Phone and Internet voting will close at 11:59 p.m. EDT on May 13, 2025, but voting by Internet will open again during the meeting. Voting instructions for shares held in the Company’s 401(k) Profit Sharing Plan must be received by 11:59 p.m. EDT on May 9, 2025 and such shares may not be voted during the meeting. Holders in “street name” must instruct their broker, bank or nominee how to vote their shares through the voting instructions provided by their broker, bank or nominee.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2025

The Company’s Notice, Proxy Statement and Annual Report are available at: www.proxyvote.com.

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PROXY STATEMENT SUMMARY

This Proxy Statement is provided in connection with the solicitation of proxies by the Board of Directors of Merit Medical Systems, Inc. (Board or Board of Directors) for the Annual Meeting of Shareholders to be held on May 14, 2025, at 2:00 p.m. Mountain Time (Annual Meeting or 2025 Annual Meeting). In this Proxy Statement, we may refer to Merit Medical Systems, Inc. as the Company, Merit, we, us, or our. The following summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. Before voting, please review the entire Proxy Statement and the Annual Report.

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A Snapshot of Our Board of Directors

The following table provides summary information about each director nominee (first four), as well as each director whose term of office will continue after the Annual Meeting.

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Selected 2024 Highlights

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Compensation Highlights

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The Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan, as amended (2018 Incentive Plan), provides for the issuance of up to 9,100,000 shares of our Common Stock. Awards granted under the 2018 Incentive Plan generally have minimum vesting periods of not less than one year.

During 2020, we began a program of awarding performance-based restricted stock units under the provisions of the 2018 Incentive Plan, which ties a significant portion of executive equity compensation to the achievement of operating cash flow metrics, adjusted for the performance of our stock relative to the Russell 2000 market index. These performance-based restricted stock units generally have a three-year performance period.

We ask that our shareholders approve, on an advisory basis, the compensation of our Named Executive Officers (NEOs). For additional information regarding our executive compensation practices, see “Compensation Discussion and Analysis” in this Proxy Statement.

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CORPORATE GOVERNANCE AND RELATED MATTERS

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At the Annual Meeting, shareholders will be asked to consider the nominations of four directors to serve until our 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified. If any of the below nominees becomes unavailable to serve, proxies solicited by this Proxy Statement will be voted for other persons designated by the Board in their stead.

Classification of Board of Directors

Our Second Amended and Restated Articles of Incorporation (Articles of Incorporation) provide for a classified, or “staggered,” board of directors. Our Board is divided into three classes, with directors in each class serving a three-year term. Our Fourth Amended and Restated Bylaws (Bylaws) provide that the number of directors serving in each class shall be as nearly equal in size as possible. Accordingly, approximately one-third of our directors’ terms expire at each annual meeting of shareholders. Based upon the existing classification of the Board, the terms of Thomas J. Gunderson, Laura S. Kaiser, Michael R. McDonnell and F. Ann Millner, Ed.D. are scheduled to expire in connection with our Annual Meeting. The Board has nominated each of Thomas J. Gunderson, Laura S. Kaiser, Michael R. McDonnell and F. Ann Millner, Ed.D. for election at the Annual Meeting to serve a new three-year term.

Size of the Board of Directors

Our Bylaws permit the Board to set the number of directors to a number not less than three and not more than eleven. In 2023, the Board adopted a resolution setting the number of directors at ten, which is the current number of directors.

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Nominees for Election as Directors

Each of the following nominees currently serves as a director of the Company. Our Board and its Governance Committee believe that the nominees possess the experience and qualifications that directors of the Company should possess, and that the experience and qualifications of each nominee complement the experience and qualifications of the other directors. The experience and qualifications of each nominee, including information regarding the experience and qualifications that led the Board to conclude that she or he should be nominated to serve as a director of the Company, are set forth below:

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Directors Whose Terms of Office Continue

In its regular discussions regarding Board composition, our Governance Committee works with the Board to determine the appropriate mix of professional experience, areas of expertise, educational background and other qualifications that are particularly desirable for our directors to possess in light of our current and future business strategies.

The Board believes that its current members have the right combination of experience and qualifications to continue to lead the Company to success. Information regarding the specific experience, qualifications, attributes and skills that led the Board and the Governance Committee to conclude that each continuing director should serve on the Board are set forth below:

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Our Board of Directors

Our business affairs are managed subject to the oversight of the Board, which represents and is accountable to the shareholders of the Company. The Board advises and oversees management, which is responsible for the day-to-day operations of the Company. The primary mission of the Board is to represent and protect the interests of our shareholders. As a result, the basic responsibility of our directors is to act in good faith and with due care so as to exercise their business judgment on an informed basis in what they reasonably and honestly believe to be in the best interests of the Company and its shareholders. The Board reviews and assesses our strategic, competitive and financial performance.

Board Structure

Chair of the Board

The Chair of the Board provides leadership to the Board and works with it to define its structure, agenda and activities in order to fulfill its responsibilities. The Chair works with senior management to help ensure that matters for which management is responsible are appropriately reported to the Board.

Fred P. Lampropoulos currently serves as the Chair of the Board, CEO and President of the Company. The Board and Governance Committee believe that the traditional practice of combining the roles of chair of the board and chief executive officer currently provides the preferred form of leadership for the Company. Given Mr. Lampropoulos’ vast experience since founding the Company in 1987, his role as an inventor and his involvement in filing of more than 300 patents and pending applications, the respect which he has earned from our employees, business partners, government and educational leaders and shareholders, and his proven leadership skills, the Board believes Mr. Lampropoulos’ continued service in both capacities serves the best interests of our Company and its shareholders. Further, the Board believes Mr. Lampropoulos’ fulfillment of both responsibilities encourages accountability and effective decision-making and provides strong leadership for employees and other stakeholders.

Independent Directors

Under our Corporate Governance Guidelines (Governance Guidelines), a majority of our directors should be independent directors who meet the director independence guidelines set forth in the Nasdaq Marketplace Rules. Among other things, each independent director should be free of significant business connections with competitors, suppliers, or customers of the Company.

In 2024, the Governance Committee undertook its annual review of director independence and recommended that the Board determine that Mr. Carpenter, Admiral Evans, Mr. Floyd, Mr. Gunderson, Ms. Kaiser, Mr. McDonnell, Dr. Millner, Ms. Perez and Ms. Ward each be designated as an independent director. Mr. Lampropoulos is not considered independent because of his employment as President and CEO of the Company.

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Lead Independent Director

Since July 2021, Dr. Millner has served as the Lead Independent Director. The position of Lead Independent Director comes with clearly delineated and comprehensive duties, as set out in our Governance Guidelines. These duties include:

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Our independent directors regularly meet in executive session without the Chair present, at least once each quarter. During these sessions, the independent directors discuss topics such as executive (including the CEO) succession planning, corporate governance, business strategy and Board responsibilities.

Composition and Selection of Board Members

The Governance Committee is responsible for reviewing annually with the Board the desired skills and characteristics of directors, as well as the composition of the Board as a whole. Directors should be individuals who have succeeded in their particular field and who demonstrate integrity, reliability, knowledge of corporate affairs, and an ability to work well together. Directors should have:

The Governance Committee reviews the skills and characteristics required of directors in the context of the current composition of the Board. There is currently no set of specific minimum qualifications that must be met by a nominee recommended by the Governance Committee, as different factors may assume greater or lesser significance at particular times and the needs of the Board may vary in light of its composition and the Governance Committee’s perceptions about future issues and needs. Additionally, in considering the composition of the Board and identifying nominees, the Governance Committee does not have a formal policy regarding the consideration of gender, race, sexual preference, religion and other traits typically associated with the term “diversity.”

However, the Governance Committee considers it important that the Board be composed of directors with a broad range of experience, areas of expertise and skills and considers several factors, including a candidate’s: diversity; gender; age; skills; integrity and moral responsibility; policy-making experience; ability to work constructively with our management and other directors; capacity to evaluate strategy and reach sound conclusions; availability of time to devote to the Board; and awareness of relevant social, political, and economic trends affecting the Company.

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The Governance Committee uses a variety of methods for identifying and evaluating director nominees. The Governance Committee assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through various means, including recommendations from current directors, third-party advisory firms, shareholders or other individuals.

Experience and Skills

The table below summarizes some of the relevant experience, qualifications and demographic information of each existing director. Although the Board believes each director provides the Company with extensive experience and skills which complement the experience and skills of other directors and are of great benefit to the Company and its shareholders, the following table identifies the core competencies of each director. The biographies above describe each director’s background in more detail.

Experience and Skills Matrix

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Board Diversity

The Company is committed to diversity and inclusion, and believes it is important that the Board is composed of individuals representing the diversity of our communities. The Governance Committee seeks director nominees with a broad diversity of experience, professions, skills and backgrounds.

Board and Committee Meetings and Responsibilities

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Compensation Committee Interlocks and Insider Participation

The Compensation Committee is composed solely of the four independent directors listed above. No member of the Compensation Committee is a current or former officer or employee of the Company or any of its subsidiaries. During 2024, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. In 2024, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee.

Board Evaluation

In 2022, the Governance Committee engaged an experienced independent governance advisor to develop and conduct a comprehensive Board evaluation process to assess the effectiveness of our Board, committees and members. The evaluation process aims to identify strengths and development opportunities with respect to our Board and its committees in the areas of Board oversight and duties, Board functioning and meetings and Board composition and culture.

The evaluation conducted in the first phase of the process was led by the Governance Committee and facilitated by the independent advisor to preserve the integrity of the process and anonymity of the feedback of the Company’s directors and senior executive officers who participated in the process. The evaluation facilitator met individually with each director and some of the Company’s senior executive officers to obtain and compile responses to the evaluation, which included feedback from directors on other directors, for review by the Governance Committee and the Board.

The Governance Committee reviewed the first-phase evaluation results with the evaluation process facilitator and coordinated an opportunity for the facilitator to present the general conclusions developed in the course of the evaluation to the Board. The Board reviewed and discussed the conclusions presented by the facilitator and reviewed potential actions to be taken as a result of the evaluation. Subsequent to the completion of the evaluation, the Board has used the evaluation results to inform Board and committee composition and refreshment, including expansion and refinement of the attributes and experience criteria for Board membership and to address the evolving needs of the Company.

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In the second phase of the evaluation process, the Governance Committee and the Board, in coordination with an external independent advisor, conducted a detailed review of the action items identified during the evaluation conducted in the first phase and a full-day Board effectiveness session facilitated by an independent external advisor in May 2023. In preparation for the session, the independent advisor conducted interviews with each of the directors, focused on Board effectiveness and executive succession planning. During the session, the advisor reviewed the interview findings, noting strengths and opportunities for further development, the directors (as an entire group and in sessions of the independent directors) discussed in detail the feedback provided by the advisor and the directors developed an action plan to address the objectives identified during the session, both with respect to the duties and responsibilities of the Board in general, as well as in preparation for the anticipated CEO succession transition.

At the end of 2023, the Governance Committee completed the third phase of the evaluation process by conducting a confidential internal assessment facilitated by the Company’s Corporate Secretary. Each director responded to a series of questions addressing the director’s assessment of the effectiveness of our Board, committees and members. The assessment questions were developed with the assistance of the independent advisor who conducted the evaluation in the first phase of the evaluation process and were designed to evaluate the actions taken by the Board, committees and members during the three-phase process. The Governance Committee reviewed the responses to the internal assessment and the Chair of the Governance Committee summarized the responses in a meeting of the Board. The Board and Governance Committee intend to use the assessment results in their continued efforts to identify opportunities for enhanced Board and committee effectiveness.

During 2024, the Governance Committee reviewed the results of the three-year evaluation process which the Board had commenced in 2022 and concluded that the process had been effective in enhancing the Board’s performance and effectiveness. Based on that conclusion, the Governance Committee entered into a new three-year Board evaluation process which is designed to be substantially similar to the process conducted during 2022-2024. In late 2024, the Governance Committee led the commencement of that process, which was facilitated by the independent governance advisor who had advised the Board during the initial three-year process. The independent advisor met individually with each director and some of the Company’s senior executive officers to obtain and compile responses to the evaluation, which included feedback from directors on other directors, for review by the Governance Committee and the Board. The Governance Committee reviewed the first-phase evaluation results with the independent advisor and coordinated an opportunity for the advisor to present those results and associated recommendations to all of the directors. The directors reviewed and discussed the results and recommendations presented by the facilitator and reviewed potential actions to be taken as a result of the evaluation. Under the direction of the Governance Committee, the Board intends to use the evaluation results to continue to identify opportunities where the Board and its committees can improve their performance and effectiveness, enhance the composition and expertise of the Board and encourage the Board and its committees to operate in accordance with our Governance Guidelines and committee charters.

Risk Management

The Board is involved in assessing and managing risks that could affect the Company. One of the roles of the Board is to periodically assess the processes used by management with respect to risk assessment and risk management, including identification by management of the principal risks of our business, and the implementation by management of appropriate systems to deal with such risks. The Board fulfills these responsibilities either directly, through delegation to committees of the Board, or, as appropriate, through delegation to individual directors.

The Board has delegated risk management oversight responsibilities to the Finance Committee. However, oversight of particular risks has been further delegated to the applicable standing committee(s) of the Board. The Audit Committee is generally responsible for oversight of risks relating to the quality and integrity of our financial reports, the independence and qualifications of our independent registered public accounting firm, our compliance with disclosure and financial reporting requirements, evaluation and oversight of cybersecurity policies, practices and operating effectiveness and compliance with legal and regulatory requirements. At least annually, the Board and/or the Audit Committee is briefed by the Company’s Chief Information Officer and other members of the

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Company’s management on information technology and cybersecurity risks and the Company’s efforts to mitigate those risks. The Audit Committee also meets regularly with the Company’s Chief Legal Officer, Chief Compliance Officer and other Company officers to review the Company’s compliance with legal and regulatory requirements. The Compensation Committee is generally responsible for oversight of risks such as those relating to executive employment policies, our compensation and benefits systems, including our executive compensation program, and human capital development. The Governance Committee is generally responsible for oversight of risks associated with the Company’s sustainability efforts, director and management succession and development and implementation of corporate governance principles, as well as risks addressed through the identification and recommendation of individuals qualified to become directors of the Company. The Finance Committee is generally responsible for oversight of risks relating to mergers and acquisitions, as well as capital raising activities and transactions. These committees exercise their oversight responsibilities through reports from and meetings with officers of the Company responsible for each of these risk areas, including our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, Chief of Accounting, Chief Compliance Officer, Chief Information Officer, Director of Internal Audit, Vice President of Enterprise Risk Management and Vice President, Environmental, Social and Governance. In such meetings, committee members discuss and analyze such risks, and, when necessary, consult with outside advisors.

Director Orientation and Continuing Education

New directors participate in an orientation program developed and overseen by our Governance Committee, which is conducted prior to or shortly after the director’s election or appointment. This orientation program includes presentations by other directors and members of the Company’s senior management and other employees with respect to finance, operations, governance, legal and compliance matters, regulatory issues, cybersecurity, industry developments and strategic planning. In recent years, our Governance Committee has led an enhancement of our director orientation program, including scheduled orientation sessions with members of the Company’s senior management and delivery of detailed orientation materials. In addition to the initial onboarding process, members of the Company’s senior management regularly provide ongoing orientation and training sessions at Board meetings, including presentations regarding business strategy, legal and regulatory compliance, information technology and cybersecurity, business development and governance. The information technology and cybersecurity training provided to the Board is an extension of the Company’s cybersecurity awareness program provided by the Company’s information technology department to Company employees worldwide. The Company’s employee cybersecurity awareness program includes regular training courses which are available throughout the Company and periodic updates targeted to individual departments, sites or regions as appropriate. The Company also encourages directors to obtain third-party continuing education on topics of relevance to the Company and its operations and provides to directors reimbursement of up to $5,000 of annual educational expenses.

Shareholder Engagement

We regularly communicate with many of our largest shareholders regarding our operations and financial results. Our shareholder engagement efforts have historically been directed by our Lead Independent Director, with support from the Chairs of our Governance and Compensation Committees, as well as members of our executive management team.

In recent years the scope of engagement between our directors and many of our shareholders has shifted from in-person meetings to video and electronic discussions, although we have maintained contact with several of our large shareholders, through financial conferences and investor presentations. Most of the input we received during 2024 with respect to the interests of our shareholders was provided by external advisors and focused on the development of corporate governance and executive compensation practices which are generally deemed favorable by sophisticated shareholders and their advisors. After considering that input, during 2024 our Board

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and its Governance and Compensation Committees took a number of actions which we believe have strengthened our corporate governance and executive compensation practices. Those actions include:

Our Board is committed to implementing governance, executive compensation and sustainability practices which will contribute to the long-term success of the Company. To fulfill that commitment, our Board, primarily through its Governance and Compensation Committees, will continue to seek opportunities to consult with major shareholders in appropriate situations. We anticipate Dr. Millner and other Board committee chairs will lead those efforts, with the support of members of our executive management and investor relations teams.

Shareholder Communication with the Board of Directors

The Board will receive communications from Company shareholders. All communications, except those related to shareholder proposals that are discussed below under the heading “Shareholder Proposals for Annual Meeting 2026,” must be sent to our Corporate Secretary (Brian G. Lloyd) at our principal executive offices at 1600 West Merit Parkway, South Jordan, UT 84095. Communications submitted to the Board (other than communications received through our ethics hotline, which are reviewed and addressed by the Audit Committee) are generally reported to our directors at the next regular meeting of the Board.

All directors of the Company are strongly encouraged to attend our Annual Meeting. All ten of the directors, then serving on the Board or nominated to serve on the Board, were present in person or through video conference at our 2024 annual meeting of shareholders.

Governance Guidelines and Code of Ethics

Corporate Governance Guidelines

Our Governance Guidelines set forth the responsibilities of our directors.

The Governance Guidelines include guidelines that, among other things, contemplate that directors will maintain minimum stock ownership with a value of at least five times the annual retainer received. The Governance Guidelines also require the CEO to maintain minimum stock ownership with a value of at least five times his or her annual base salary. Directors have five years from appointment to the Board to comply with the minimum stock ownership requirement. The Governance Committee provides oversight of the stock ownership guidelines and may allow waivers with respect to the stock ownership guidelines for directors and the CEO on a case-by-case basis. Based on its review of the stock ownership of the directors and CEO, in December 2024 the Governance

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Committee determined that all current directors and the CEO are in compliance with the stock ownership guidelines set forth in the Governance Guidelines or are within their five-year transition periods.

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Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics (Code of Conduct) applies to our directors and employees, including our NEOs, and is supplemented by additional provisions applicable to our CEO and senior financial and accounting officers. All Company directors, officers and employees are required to act ethically at all times and in accordance with the principles and policies set forth in the Code of Conduct.

Among other principles and policies, the Code of Conduct finds a conflict of interest exists when a person’s private interest interferes with the interests of the Company. The Code of Conduct recognizes that a conflict of interest occurs when the Company enters into a transaction in which an employee, officer, or director, or someone related to or affiliated with an employee, officer, or director, has a significant personal interest. The Code of Conduct also recognizes that a conflict of interest arises when an employee, officer or director of the Company receives an improper benefit as a result of the person’s position with the Company. Our Governance Guidelines prohibit the Company from making or arranging personal loans to directors or executive officers of the Company.

The Code of Conduct obligates employees, officers and directors to promptly disclose conflicts of interest to a supervisor, management, or the Board. Any director who has a conflicting interest in a potential conflicting interest transaction may not participate in the review of that transaction by the Board. Any waiver of the Code of Conduct may be made only by the Board and is required to be promptly disclosed as required by law or the regulations of any exchange on which our securities are traded, including Nasdaq.

Merit Ethics Hotline

Director Retirement Policy

In October 2017, we amended our Governance Guidelines to require that, upon reaching 75 years of age, each director of the Company must submit to the Board a letter of resignation to be effective at the next annual meeting of shareholders. The Board will generally accept such resignations unless the Governance Committee or

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the Board determines to extend the director’s service through the expiration of his or her then-current term or nominate the director for another term.

In accordance with the provisions of the Governance Guidelines, upon reaching the age of 75 years, Fred P. Lampropoulos tendered to the Board his letter of resignation. Our Governance Committee and the Board considered Mr. Lampropoulos’s resignation and his contributions to the Company. Following such consideration, the Governance Committee recommended that the Board decline to accept Mr. Lampropoulos’s resignation and, acting on that recommendation, the Board declined to accept his resignation. The Board determined that, despite being beyond the retirement age set forth in our Governance Guidelines, Mr. Lampropoulos continued to provide significant contributions to our Board and the Company, and his unique perspective and extensive skills and experience continued to make him a valuable asset to the Board and the Company. Mr. Lampropoulos’s current term as a director is scheduled to expire in 2027.

Sustainability

Under the oversight of our Board and management team, we continue to make sustainability a key focus of our business. We have a cross-functional Corporate Sustainability Council that promotes achievement of long-term sustainability goals across our enterprise. These efforts have included proactive actions to address both risks and opportunities related to our sustainability program, as we strive for continued growth and profitability.

Most of our products are disposable medical devices and are generally discarded after a single use due primarily to the risks of exposing patients to bloodborne pathogens capable of transmitting disease or other potentially infectious materials. Additionally, repeated sterilization to address such risks is not possible because it may adversely affect the quality of the materials used in many of our products and result in the failure of our products to function properly if used in multiple medical procedures. Consequently, many of our used products will likely end up in a medical waste disposal facility at the end of their usefulness. We continually look for opportunities to deliver sustainable, long-term growth of our business. Our sustainability practices are an integral component of our business strategy.

We have identified our sustainability opportunities and have developed areas of focus where we believe we are positioned to make a positive impact. These include programs designed to reduce waste, improve efficiencies, reduce greenhouse gas emissions, and protect the environment.

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Sustainability Governance Structure

Our formal sustainability governance structure is depicted below, and its elements guide the implementation of our sustainability program. The Governance Committee oversees our sustainability program, including regular reviews of our stated targets and commitments.

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Sustainability Reporting

Merit has been recognized for our sustainability efforts. We publish annual sustainability reports with relevant reporting indexes. We also maintain a dedicated sustainability page on our website at www.merit.com/about/corporate-sustainability/ that serves as an online repository for our historical sustainability-related disclosures and accompanying policies. In our upcoming 2024 Sustainability Report scheduled to be released in May 2025, we intend to include disclosures that will add valuable insights for investors on how Merit is incorporating climate-related risks and opportunities into our business strategy.

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Climate and Environmental Stewardship

Climate risks and opportunities impact our long-term resiliency as a global medical device leader. We recognize that companies have a role in meeting the challenge of mitigating and adapting to climate change risks. We seek to understand and address climate risks while leveraging opportunities to foster a strong business model for the future. In 2025, Merit has engaged consultants to conduct a double materiality analysis to further refine our strategy and disclosures as we move forward with our 2030 sustainability goals and management plan.

2024 Sustainability Report

We intend to provide additional details about our sustainability initiatives and efforts during 2024 in our 2024 Sustainability Report, which is scheduled to be released in May 2025. To learn more about our sustainability efforts, and to view Sustainability Reports for prior years, please review the information on our website at www.merit.com/about/corporate-sustainability/.

Health & Safety

The health and safety of our employees is our top priority. We promote a culture where the health and safety of our employees, contractors, suppliers, partners, and customers are of utmost importance. We believe that everyone across the organization is accountable and responsible for environmental health and safety, and we train and ask every employee to actively champion the behaviors and attitudes necessary to prevent work-related injuries, illnesses, property damage, and adverse impacts to the environment. In this way, employee health and safety are an integral part of our culture and a driver for sustainable growth. Merit holds the International Organization for Standardization (ISO) 45001 certifications for our occupational health and safety management systems at our domestic facilities located in Salt Lake City, Utah, Richmond, Virginia and Houston, Texas, and at our international facilities located in Galway, Ireland, Tijuana, Mexico, Paris, France, Venlo, The Netherlands and Maastricht, The Netherlands.

Compliance & Ethics

We are committed to a strong culture of compliance and ethics. We recognize that corruption and unethical conduct of any kind undermines our integrity and reputation and is contrary to our values and long-term success. We demonstrate this advocacy by maintaining ethical and responsible policies and practices and monitoring and enforcing these policies throughout all levels of the organization. We hold ourselves accountable to high standards of honesty, fairness, and integrity. Company compliance and anti-corruption policies are designed to ensure interactions with healthcare professionals and healthcare organizations will benefit patients and enhance the practice of medicine. Every Merit employee is responsible for adhering to these policies as well as complying with all applicable laws and regulations, e.g., the U.S. Anti- Kickback Statute, the False Claims Act, the Foreign Corrupt Practices Act, export and import regulations, advertising and promotion laws, and applicable Sunshine/Transparency Laws.

Environmental Sustainability

As a leading global manufacturer of medical devices, we believe we have a significant role to play in contributing to a sustainable future. Our core beliefs and our goal to be the most customer-focused company in healthcare is at the heart of everything we do. We strive to provide superior safe and effective products in a sustainable manner, providing for the health of our customers and our communities. We understand that good environmental practices are beneficial to our business and to our stakeholders, both now and in the future. We hold ISO 14001 certification for our environmental management systems at our domestic manufacturing sites located in Salt Lake City, Utah, Richmond, Virginia, and Houston, Texas, and at our international manufacturing sites located in Galway, Ireland, Tijuana, Mexico, Paris, France and Venlo, The Netherlands, and at our Europe, the Middle East and Africa (“EMEA”) distribution center located in Maastricht, The Netherlands.

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Work Environment

We strive to create a global work environment where employees feel welcomed, respected, and valued, which we believe contributes to greater innovation, learning, growth, and productivity. Our Chief Human Resources Officer works with our leadership team to strengthen and enhance our inclusion efforts throughout the Company. We are committed to providing equal opportunity in all aspects of employment. In the U.S., we are an equal opportunity/affirmative action employer committed to making employment decisions without regard to race, religion, ethnicity or national origin, gender, sexual orientation, gender identity or expression, age, disability, protected veteran status or any other characteristics protected by law.

To further promote a culture of inclusion, we facilitated our North America Women’s Leadership Initiative (WLI), an affinity group led by women that is open to all Company employees. The group employs a comprehensive program to cultivate employee engagement and retention by holding meaningful events that facilitate both personal and professional development. We have also launched similar organizations in Asia and Europe.

Enterprise Risk and Resilience

As we navigate our business through a myriad of risks, we strive to focus on and embrace opportunities to improve. We recognize that risks and opportunities are present in all business activities and that the effective management of risk while proactively seeking opportunity is crucial to maximizing organizational value. Our Enterprise Risk and Resilience program is designed to actively engage executive leadership, with Board oversight, in monitoring and managing critical risks and opportunities associated with our business and the environment in which we operate. This program fosters a mindset of resilience through inspiring an agile culture that thrives in the face of change, while also looking to the future to prepare for emerging risks and opportunities on the horizon. Merit’s Enterprise Risk and Resilience program aligns with the Committee of Sponsoring Organizations Enterprise Risk Management, ISO 31000:2018 Risk Management, and ISO 22301:2019 Business Continuity Management System frameworks.

Our Enterprise Risk and Resilience program has supported Merit’s sustainability objectives by facilitating analysis and discussion in many areas such as responsible sourcing, salient environmental impacts, transitional risks, diversity and inclusion, numerous business continuity-related matters, and compliance with various laws and regulations. Through these activities, we identified and have been driving to implement opportunities for improvement that will enable us to not only prepare but to thrive as a sustainable and responsible organization.

Philanthropy

From the inception of our Company, we set out to improve lives around the globe. More than 35 years later, this mission still drives us forward in business and social impact. Through financial contributions, employee time and dedication, and collaboration with global and local non-profit organizations, our worldwide facilities foster stronger communities and create positive change in the areas we serve. During 2024, we partnered, through monetary donations and employee service, with important organizations such as The American Heart Association, Boys & Girls Clubs, Children’s Heart link, Habitat for Humanity, Thanksgiving Hero, local food banks, Veteran’s on Course, STEM programs for students, Utah Clean Air, and many other organizations. We also partnered with organizations that facilitate the delivery of healthcare to underserved regions of the globe. In 2024, Merit donated products to medical missions in Belize, Cape Verde, Ethiopia, Haiti, Honduras, Kenya, Mauritius, Nicaragua, Peru and Tanzania.

Quality Assurance

We are committed to delivering excellence across all aspects of our business. This includes the quality of our products, the attitude of our employees, our turnaround time on shipping and deliveries, and the additional value we can bring to the healthcare system with clinician training programs. Patient care is central to our mission. Providing high-quality, innovative products that are safe and effective is our primary goal. The Company’s Quality Policy is supported by a quality management system, which is designed to deliver innovative quality products and services throughout all stages of a product’s lifecycle, including design, manufacturing, pre- and post-clinical trials, customer evaluations, and post-market surveillance.

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Continued Dedication

We recognize the importance of operating both a sustainable and profitable enterprise for the long term. We believe our operations should not compromise the environment or the economic prospects of future generations, and, under the direction of the Governance Committee and corporate leadership, we have focused increasing attention on sustainability and reducing our global environmental footprint in our operations through reducing waste, combating climate change, and reducing, reusing, and recycling materials.

Whether it is manufacturing processes, shipping, or the day-to-day activities at our offices, our employees at all levels are engaged in developing innovative solutions to produce high quality medical products while reducing our global environmental footprint. We are committed to continued reduction in the environmental impact of our business, even as our operations continue to grow.

Director Compensation

We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve as directors. In setting director compensation, the Board considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of its directors. The following table shows the annual retainer amounts payable by the Company to non-employee directors.

Cash Compensation Paid to Directors

During the year ended December 31, 2024, all non-employee directors of the Company (except Silvia M. Perez and A. Scott Anderson, a former director) received quarterly retainer payments totaling $86,000 in aggregate. Mr. Anderson received a pro-rated retainer amount of $32,250 for services rendered through the end of his term as a director on May 15, 2024. Ms. Perez received a pro-rated retainer amount of $53,750 for services rendered for her term beginning May 15, 2024. Additionally, the Lead Independent Director and each of the committee chairs (except David K. Floyd and A. Scott Anderson) was paid his or her Lead or chair-specific retainer(s) (as set forth in the foregoing table) during the year ended December 31, 2024. Although Dr. Millner ceased serving as the Governance Chair in May 2024, she was paid the full chair-specific retainer of $15,000 for the year ended December 31, 2024. Mr. Anderson received a pro-rated retainer amount of $5,625 for his service as Chair of the Compensation Committee through the end of his term as a director on May 15, 2024. Mr. Floyd received a pro-rated retainer amount of $9,375 for his service as Chair of the Governance Committee beginning May 15, 2024. Directors are also reimbursed for (a) out-of-pocket travel and related expenses incurred in attending Board and committee meetings and other Company events and (b) up to $5,000 for annual educational expenses.

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Stock Awards

Directors are eligible to participate in our equity incentive programs. For the year ended December 31, 2024, the amount of the annual equity compensation award for non-employee directors was set at $200,000. Accordingly, each non-employee director who served during the year ended December 31, 2024 (other than A. Scott Anderson, whose term expired on May 15, 2024) received 2,431 restricted stock units under the 2018 Incentive Plan, which, subject to the director’s continued service, are scheduled to vest on May 16, 2025, one year after the grant date. We first began granting restricted stock units to directors during the year ended December 31, 2020. In prior years, directors were granted options to purchase shares of Common Stock, which vested in equal annual increments over a period of three years (for options granted in 2019) or five years (for options granted prior to 2019). Effective as of the Annual Meeting, the Board increased the amount of the annual equity compensation award for non-employee directors to $210,000.

The following table shows compensation for each of our non-employee directors in 2024:

Related Person Matters

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Policies and Procedures Regarding Transactions with Related Persons

Our Code of Conduct requires that every employee avoid situations where loyalties may be divided between our interests and the employee’s own interests. Employees and directors must avoid conflicts of interest that interfere with the performance of their duties or are not in our best interests.

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Pursuant to its charter, the Audit Committee reviews and approves all “related party transactions” (as such term is used by ASC Topic 850 Related Party Disclosures) involving executive officers and directors, or as otherwise may be required to be disclosed in our financial statements or periodic filings with the SEC (including under Item 404 of Regulation S-K under the Securities Act of 1933, as amended (Securities Act), other than:

A Related Person Transaction is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and, as relates to directors or shareholders who have an ownership interest in the Company of more than 5%, the amount involved exceeds $120,000, and in which any Related Person (defined below) had, has or will have a direct or indirect material interest.

A Related Person includes officers, directors, nominees, five percent beneficial owners and their respective immediate family members.

Related Person Transactions include transactions between the Company and its executive officers and directors. We have adopted written policies and procedures regarding the identification of Related Persons and Related Person Transactions and the approval process for such transactions. The Audit Committee considers each Related Person Transaction in light of the specific facts and circumstances presented, including but not limited to the risks, costs and benefits to the Company and the availability from other sources of comparable services or products.

Certain Related Person Transactions

In 2024, the Company provided to Joseph C. Wright, the former President of the Company, total cash and equity compensation of $3,724,475. Refer to the Summary Compensation Table on Page 56 for additional information regarding his compensation. Mr. Wright is the brother-in-law of Fred P. Lampropoulos, Chair of the Board, CEO and President of the Company. Effective as of January 3, 2025, and as disclosed in a Current Report on Form 8-K filed by the Company with the SEC on December 19, 2024, Mr. Wright, who had served as the President of the Company since May 2024, resigned from and voluntarily terminated his employment with the Company. In connection with Mr. Wright’s resignation, the Company and Mr. Wright entered into a Separation Agreement and Release of All Claims dated as of December 16, 2024, pursuant to which, among other things, the parties acknowledged the payments, equity awards and other benefits to which Mr. Wright was entitled as of the effective date of his resignation.

Laura S. Kaiser, a member of our Board, serves as the President and Chief Executive Officer of SSM Health, a multi-state health system with more than 35 hospitals. For the year ended December 31, 2024, the Company sold products totaling approximately $3.9 million in revenue to hospitals within the SSM Health system. Ms. Kaiser did not, in her individual capacity, have a personal interest in or otherwise obtain a benefit from purchases of Company products by hospitals within the SSM Health system in 2024.

The Company believes that the Related Person Transactions involving Mr. Wright and Ms. Kaiser described above were reasonable and fair to the Company.

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EXECUTIVE COMPENSATION AND RELATED MATTERS

Executive Summary

In 2024, we observed a generally improving operating environment and achieved record sales of $1.357 billion, up approximately $99 million or 7.9%, compared to 2023 sales of $1.257 billion. Our 2024 revenue results were driven primarily by stronger-than-anticipated demand for our products in the U.S. and favorable international sales trends, particularly in the EMEA and “Rest of World” regions.

On February 15, 2024, we announced the receipt of U.S. Food and Drug Administration (the FDA) 510(k) clearance for the SCOUT® MD™ Surgical Guidance System. The SCOUT MD expanded our portfolio of oncology products for breast and other soft tissue cancers. The SCOUT MD represents a significant step in our ongoing commitment and leadership in advancing oncology care.

On February 28, 2024, we introduced our CGI Program, with muti-year financial targets for the three-year period ending December 31, 2026, which reflects our commitment to better-position Merit for long-term, sustainable growth and enhanced profitability. Our operating and financial results for full-year 2024 kept us on track towards achieving each the program’s three-year targets relating to revenue, operating margin and free cash flow generation.

On July 1, 2024, we entered into an Asset Purchase Agreement with EndoGastric Solutions, Inc. (EGS), pursuant to which we acquired the EsophyX® Z+ device and various related assets, which are designed to deliver a durable, minimally invasive non-pharmacological treatment option for patients suffering from gastroesophageal reflux disease (EGS Acquisition). We acquired the purchased EGS assets for a purchase price of $105 million, which amount we financed at closing through current borrowings under our long-term debt obligations, plus the assumption or reimbursement of certain liabilities of EGS. We substantially completed the integration of the production, distribution and sale of the EsophyX® Z+ device into our operations in December 2024. We believe the EGS Acquisition strengthens our position in the gastrointestinal market.

On September 16, 2024, we entered into an Asset Purchase Agreement with Cook Medical Holdings LLC, (Cook Medical), to purchase Cook Medical's lead management portfolio of medical devices and certain related assets for total cash consideration of approximately $210 million (Cook Acquisition). We closed the Cook Acquisition on November 1, 2024. We funded the Cook Acquisition through a combination of cash on hand and borrowings under our long-term credit facility. We believe the Cook Acquisition strengthens our electrophysiology and cardiac rhythm management business.

On December 20, 2024, we announced that the WRAPSODY® Cell-Impermeable Endoprosthesis (Wrapsody CIE) had received premarket approval from the FDA. With this approval, Merit began the commercialization of the Wrapsody CIE in the U.S. in January 2025, marking an expansion of our renal therapies business. The Wrapsody CIE is designed to extend long-term vessel patency in dialysis patients.

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During 2024, we also completed projects that resulted in the newest additions to our product lineup: the basixSky™ Inflation Device, MIGHTYwire® Guide Wire, Siege™ Vascular Plug, Bearing nsPVA Express™ Syringe, and 10FoRe™ hemostasis valve.

Key financial results for the last five fiscal years are highlighted below:

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The results of our operating and financial performance over the past five years are illustrated in the tables above. Although our historic results are not a guarantee of future performance, we believe our performance during that five-year period positions us for sustainable growth in profitability going forward.

Our operating and financial results were a significant factor in the deliberations of our Compensation Committee when evaluating the amount and form of compensation paid to our CEO and other NEOs. Our Compensation Committee believes there are multiple factors that have contributed to our financial and operating performance, particularly during the challenges of the past several years; however, two of the key factors have been our outstanding employees and the leadership provided by our CEO and other NEOs. Accordingly, the Compensation Committee seeks to implement and advance an executive compensation program that recognizes Company performance and individual contribution, while encouraging long-term motivation and retention. The Compensation Committee believes our executive compensation program has been instrumental in helping the Company sustain its strong financial performance over many years.

Our executive compensation programs specific to the NEOs are overseen by the Compensation Committee. In pursuit of our compensation philosophy and objectives, the Compensation Committee believes that the compensation packages provided to the NEOs should generally include both cash and equity-based compensation. Base pay and benefits are set at levels considered necessary to attract and retain qualified and effective executives. Variable incentive pay is used to align the compensation of the NEOs with our short-term business and performance objectives, such as income and overall financial performance. Equity awards are intended to motivate executives to create long-term shareholder value. Prior to 2019, equity awards to the NEOs consisted solely of stock options. However, during 2019, the Compensation Committee determined to add awards of performance-based restricted stock units (PSUs) to our long-term equity incentive program and to base our short-term executive bonus program on the achievement of predetermined performance targets, with both adjustments effective in 2020. The PSUs and executive bonus targets are designed to increase the alignment of NEO compensation with the Company’s achievement of Board-approved performance measures and relative shareholder return. In 2024, the Compensation Committee determined to suspend its practice of granting stock options to the NEOs and to award time-based restricted stock units (RSUs) to the NEOs instead. The RSUs are intended to promote retention of the NEOs by providing a level of value to recipients based on the price of our Common Stock at any point in time. During 2023 and 2024, the Compensation Committee also provided oversight of the development and implementation of a Company-wide compensation and bonus program as part of our FFG and CGI Programs. Subsequent to the conclusion of 2024, we distributed to Company employees payments pursuant to the compensation and bonus program.

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Executive Officers

In addition to Fred P. Lampropoulos (whose biography is included above under the heading “Directors Whose Terms of Office Continue”), we have included the following information related to our other executive officers:

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to explain our philosophy and objectives underlying our executive compensation policies, the processes we follow in setting executive compensation, and the components of executive compensation that we utilize in compensating our NEOs, who are listed below.

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Process for Establishing Executive Compensation

Procedure

The Compensation Committee has oversight responsibility for establishing compensation practices for our CEO and the other NEOs. The Compensation Committee also reviews all compensation decisions for employees of the Company who are related to our CEO and officers.

Performance reviews of the CEO are conducted by the Compensation Committee based on our performance during a given year, compared with our performance objectives, as well as other factors intended to maximize short-term and long-term shareholder value.

Performance reviews of the other NEOs are based on the CEO’s evaluation of individual officer and Company performance for that year, with the objective of maximizing shareholder value. With respect to the compensation levels for the other NEOs, the Compensation Committee considers input and recommendations from the CEO. The CEO makes recommendations concerning salary adjustments, short-term incentive bonus programs and long-term equity awards for the other NEOs, and the Compensation Committee considers those recommendations in determining the compensation of the other NEOs.

Role of Consultants

Since 2019, the Compensation Committee has engaged Pearl Meyer & Partners, LLC (Pearl Meyer), an independent compensation consulting firm, to review our executive officer and director compensation practices and advise the Compensation Committee with respect to those compensation practices, including salary, bonus, benefits and equity awards for our executive officers and retainers, meeting fees and equity awards for our directors. Representatives of Pearl Meyer meet regularly with the Compensation Committee and the Compensation Committee has generally evaluated and considered Pearl Meyer’s reports and recommendations.

During 2019 and 2020, the Compensation Committee consulted with Pearl Meyer to revise and update the Company’s executive compensation programs. The Compensation Committee engaged Pearl Meyer to help revise the Company’s executive composition practices to establish a long-term equity incentive program that was not based solely on the award of time-vesting stock options, but was based upon the achievement of pre-determined performance measures, utilizing a combination of stock options, PSUs and annual performance-based cash bonuses. Through this collaboration, the Compensation Committee adopted an executive compensation program which became effective during 2020 and continued through 2024. For 2024, this executive compensation program was comprised of (i) an equity feature that aimed for an equity compensation mix of 60% performance-based PSUs and 40% time-based RSUs (vesting on a ratable basis over four years of service) and (ii) performance-based cash bonuses determined as a percentage of each executive officer’s base salary. As more fully described below under the heading “Performance Stock Units (PSUs),” a portion of the targeted award amount under the PSU award agreement entered into with our CEO are payable in cash in lieu of the issuance of Common Stock. This executive compensation program is designed to increase the alignment of executive compensation with the Company’s achievement of Board-approved performance measures, as discussed below.

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External Pay Comparisons

In its oversight of the compensation practices for our CEO and the other NEOs, the Compensation Committee reviews industry and peer compensation data for medical device companies to confirm that executive compensation is within an appropriate competitive range. The Compensation Committee considers external pay comparison data as a market check on its compensation decisions, but not for specific benchmarking. With input from Pearl Meyer, the Compensation Committee identified a peer group to guide its compensation decisions for 2024 executive compensation that consisted of the following companies:

In 2024, Pearl Meyer performed an assessment of the Company’s then-existing executive compensation peer group and provided to the Compensation Committee recommendations for adjustment of the Company’s executive compensation peer group based on revenue, market capitalization, market peer indices and Pearl Meyer’s assessment of the strength of comparability, as well as overall business characteristics, including product offerings and end markets. The Compensation Committee reviewed Pearl Meyer’s recommendations and considered the application of the foregoing factors to the Company’s executive compensation practices. Following that review and based upon the recommendations of Pearl Meyer, the Compensation Committee approved the Company’s 2024 executive compensation peer group as shown above, which reflects the following modifications from the Company’s 2023 peer group: (i) NuVasive, Inc. and Shockwave Medical, Inc. were removed from the 2024 peer group; and (ii) Haemonetics Corporation and Orthofix Medical, Inc. were added to the 2024 peer group.

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Neither the consultations with Pearl Meyer nor the Compensation Committee’s internal review yielded any significant concerns regarding our executive compensation practices.

Evaluation

In evaluating compensation of the NEOs for the year ended December 31, 2024, the Compensation Committee considered, among other factors, our performance and relative shareholder return in 2022, 2023 and 2024, as compared to our performance targets for 2022, 2023 and 2024, prior analysis and reports from Pearl Meyer (which contained comparisons of our compensation and financial results with respect to the peer group), and other factors considered relevant by the Compensation Committee.

Other Considerations

The Compensation Committee also relied on its experience and judgment in making executive compensation decisions after reviewing our performance on a quarterly and annual basis, and evaluating each NEO’s individual performance and responsibilities with the Company, as well as current compensation arrangements. The compensation program for the NEOs and the Compensation Committee assessment process have been designed to be flexible in an effort to respond to the evolving business environment and individual circumstances relative to Company and individual performance, shareholder value, as well as internal equity for compensation levels among our executives.

Our executive compensation program is divided into the following two general categories: fixed pay and variable pay. Fixed pay consists of base salary and is intended to provide each NEO with a level of assured cash compensation appropriate for his or her position within the Company. Variable pay includes annual cash bonus awards and equity-based awards in the form of PSUs and RSUs, each as explained in more detail below.

The Compensation Committee believes that a significant portion of total compensation of the NEOs should be both at-risk and tied to the Company’s achievement of predetermined performance goals. The Compensation Committee’s development and implementation of the Company’s executive compensation program reflects its efforts to shift an increased portion of the total compensation payable to the Company’s NEOs away from fixed, time-vesting compensation to at-risk, performance-based compensation.

Pursuant to our revised executive compensation program, at the beginning of each year, the CEO and other members of the Company’s executive management team identify performance goals which are intended to align the efforts of our executive officers, including the NEOs, with our achievement of our strategic business plan to maximize shareholder value. The CEO then reviews those performance goals with the Compensation Committee. Those goals then become targets for the PSUs and annual performance-based cash bonus component of our executive compensation program. Because the performance goals are generally established at the beginning of each year and market conditions fluctuate throughout the year, the performance goals may not correspond to subsequent annual earnings estimates released by the Company.

Compensation Committee Consideration of Shareholder Advisory Votes

At our annual meeting of shareholders held on May 15, 2024, we submitted the compensation of our executive officers to our shareholders in a non-binding vote. Our executive compensation program received the support of holders of approximately 96% of the shares represented at the meeting, excluding broker non-votes.

Also, at our May 18, 2023 annual meeting of shareholders, our shareholders voted on an advisory basis with respect to the frequency of future advisory votes on executive compensation. Holders of approximately 96% of the shares represented at that meeting, excluding broker non-votes, expressed their preference for an annual advisory vote. Accordingly, we intend to conduct annual advisory votes on executive compensation. The advisory vote on executive compensation is the subject of Proposal 2 to be considered by the Company’s shareholders at the Annual Meeting.

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The Compensation Committee will continue to review future shareholder voting results and determine whether changes should be made to our executive compensation program based on such voting results.

Pay Mix

The allocation between cash and non-cash NEO compensation is influenced by the practices of subjective and objective analysis conducted by the Compensation Committee and is intended to reflect the Compensation Committee’s determination of the appropriate compensation mix among base pay, annual cash incentives and long-term equity incentives for each NEO. Actual cash and equity-based incentive awards are determined based on the performance of the Company and/or the individual NEO, depending on the position of the NEO, the type of award and our performance, compared to established goals. The Compensation Committee also compares the compensation mix relative to our executive compensation peer group. No specific benchmark with respect to the peer group is targeted, but the Compensation Committee may be influenced by the peer group data to adjust our executive compensation mix if it significantly deviates from the median of the peer group.

For 2024, the elements of the compensation mix for the NEOs included:

Executive Pay Mix Summary

2024 Target Compensation

The following charts show the targeted mix of compensation for our named executive officers in 2024:

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2024 Compensation

The Compensation Committee considered the following factors, among others, when establishing the amounts of fixed and variable compensation paid to our NEOs for 2024:

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Fixed Compensation

Base Salary

The Compensation Committee does not use a specific formula for evaluating individual performance of the NEOs. The performance of the NEOs other than the CEO is assessed by the Compensation Committee taking into account the CEO’s input regarding each NEO’s contributions to our performance for the applicable year. The CEO’s performance is assessed by the Compensation Committee following formal and informal meetings with the CEO, and final determinations are made by the Compensation Committee. The criteria used in setting the base salary for each NEO, including the CEO, vary depending on the NEO’s function, but generally include the Compensation Committee’s assessment of the NEO’s:

Given the subjective nature of the criteria identified above, the Compensation Committee has not attempted to develop numeric measurements in determining base salaries for the NEOs. Instead, the Compensation Committee establishes base salaries at levels commensurate with the Compensation Committee’s evaluation of each NEO’s contribution to our business success. The Compensation Committee has also consulted with Pearl Meyer to assess the levels of base salary and other compensation paid to the CEO and other NEOs, relative to the Company’s peers. In particular, the Compensation Committee has set the base salary and incentive cash bonus of the CEO at levels which are higher than the aggregate amount of base salary and incentive bonus paid to the principal executive officers of a number of our peers. Because the CEO is a founder of the Company and owns a substantial number of shares of Common Stock, the Compensation Committee believes his personal interests are more aligned with the interests of our shareholders than our other NEOs. Therefore, the Compensation Committee believes that adjusting his compensation mix to include a greater proportion of cash payments, rather than issuing additional equity awards, serves to increase the alignment of our CEO’s interests with the interests of our shareholders.

Based on its evaluation, the Compensation Committee approved the following NEO base salaries for the year ended December 31, 2024, which are also reflected in the Summary Compensation Table under “Executive Compensation Tables” below.

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Long-Term Incentive Compensation

Historically, long-term equity awards, in the form of stock options, have been granted at the discretion of the Board and Compensation Committee to the NEOs annually in an effort to provide long-term performance-based compensation, to encourage the NEOs to continue their engagement with the Company throughout the vesting periods, and to align management and shareholder interests. Beginning with our 2019 fiscal year, long-term equity awards were made under the 2018 Incentive Plan, and the Compensation Committee anticipates such awards will continue to be made under the 2018 Incentive Plan. Although we have traditionally made long-term equity incentive awards to our NEOs solely in the form of stock options, during 2019, the Compensation Committee developed a program, which was implemented in 2020 and continued through 2023, to grant to the Company’s executive officers long-term equity awards in the form of stock options and PSUs, with the objective of more closely aligning management and shareholder interests. Beginning in 2024, the Board and Compensation Committee granted the Company’s NEOs RSUs instead of stock options. Accordingly, for 2024, the Board and Compensation Committee awarded PSUs to each NEO at a level of approximately 60% of the total target long-term incentive compensation amount for each NEO, with the remaining portion (approximately 40%) of the NEO’s long-term incentive compensation amount awarded in the form of RSUs.

In making awards under our 2018 Incentive Plan, the Board and Compensation Committee consider grant size, the appropriate combination of equity-based awards, the impact of the grant on our financial performance (as determined in accordance with the requirements of the Financial Accounting Standards Board ASC Topic 718 (ASC Topic 718)), and the corresponding compensation value used by the Company in determining the amount of the awards (which may vary from the ASC Topic 718 expense).

Generally, the amount of long-term equity awards granted to the NEOs has been based upon the Compensation Committee’s assessment of each NEO’s expected future contributions to the Company and other factors. The amount or existence of those awards may also be influenced by external factors such as general economic or industry-specific conditions. The Compensation Committee generally grants long-term equity awards at its regularly-scheduled meeting held in February or March of each year but may vary the date of grant from year to year.

Performance Stock Units (PSUs)

During 2019, the Compensation Committee, in consultation with Pearl Meyer, developed a program to grant to the Company’s executive officers equity awards under our 2018 Incentive Plan consisting in part of PSUs, with the objective of more closely aligning management and shareholder interests. Subject to the terms and conditions of PSU award agreements executed with the Company’s executive officers, each executive officer is entitled to receive a payment in shares of Common Stock based upon the target number of shares, as determined by the Compensation Committee and set forth in the executive’s PSU award agreement (Target PSU Shares), and the Company’s performance during the applicable performance period with respect to the achievement of (a) free cash flow (FCF) targets (Free Cash Flow is calculated as GAAP operating cash flow less GAAP capital expenditures, adjusted for the cash effect of any non-GAAP adjustments to the Company’s financial statements, as further defined in the PSU award agreements) and (b) targeted levels of the Company’s relative total shareholder return (rTSR) compared to the Russell 2000 index as further defined in the PSU award agreements (collectively, Performance Goals).

To reward NEOs for long-term performance, the program developed by the Compensation Committee aims to only grant PSUs with a three-year performance period. However, during the first two years of this new program (2020 and 2021), PSUs with one- and two-year performance periods were granted to help transition into this long-term approach of having PSUs with only a three-year performance period. Commencing in 2022, PSUs awarded to the NEOs have had three-year performance periods.

The actual number of shares of Common Stock to be issued to each executive officer under their PSUs will be determined at the end of each performance period by the Compensation Committee by multiplying (i) the Target PSU Shares for that performance period by (ii) the applicable FCF multiplier, which may then be adjusted by the

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applicable rTSR multiplier, based on the Company’s performance during the applicable performance period. The Compensation Committee has the sole authority and discretion to determine the achievement level with respect to the number of shares of Common Stock earned at the end of each performance period. The Compensation Committee consulted with Pearl Meyer in determining the target long-term incentive compensation levels for the NEOs, from which the Compensation Committee established the target number of shares of Common Stock subject to the PSU awards granted to each of the NEOs in 2024.

During 2024, the NEOs were granted PSUs with the following Target PSU Shares: