InfuSystem (INFU) Proxy Filing summary

Executive summary

• Achieved sixth consecutive year of record revenue in 2024, with improved operational efficiencies and record cash flows; reduced long-term debt to lowest in 16 quarters and returned $3.7 million to shareholders via stock repurchases over 14 months.

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

• Initiated a $3–$4 million ERP system replacement project, expected to complete in early 2026, to enhance operating efficiency and support growth.

Voting matters and shareholder proposals

• Shareholders to vote on: election of seven directors, advisory approval of executive compensation, amendment to increase shares under the 2021 Equity Incentive Plan, removal of blank check company provisions, adoption of exclusive forum provision, officer exculpation amendment, and ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all proposals and director nominees.

• Quorum requires majority of shares; specific voting thresholds and effects of abstentions/broker non-votes detailed for each proposal.

Board of directors and corporate governance

• Seven nominees for board election, including one new nominee; board size to be reduced from eight to seven.

• All nominees except the President/COO are independent under 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.

• Board leadership is separated between CEO and independent Chairman.