InfuSystem (INFU) Proxy Filing summary

Executive summary

• Achieved sixth consecutive year of record revenue in 2024, with improved operational efficiencies and record cash flows.

• Formed strategic partnerships in Patient Services and Device Solutions, including exclusive U.S. distribution for Chemo Mouthpiece and a distribution agreement with Smith+Nephew.

• Reduced long-term debt to lowest level in 16 quarters and returned $3.7 million to shareholders via stock repurchases over the past 14 months.

• Initiated a $3–$4 million ERP system upgrade, expected to complete in early 2026, to enhance operating efficiency.

• Identified new growth opportunities in wound care and biomedical services for 2025.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2026 annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Amendment to increase shares reserved under the 2021 Equity Incentive Plan by 1,000,000 shares.

• Amendments to remove blank check company provisions, add exclusive forum provision, and reflect new Delaware law on officer exculpation.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

Board of directors and corporate governance

• Board consists of seven nominees, with one new nominee replacing a departing director.

• All directors except the President/COO are independent per NYSE standards.

• Board held six meetings in 2024; all directors attended at least 75% of meetings.

• Three standing committees: Audit, Nominating and Governance, and Compensation, all comprised of independent directors.

• Nominating Committee oversees ESG strategy and board diversity, though no formal diversity policy.