IRadimed (IRMD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 19, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 21, 2025, are eligible to vote, with 12,715,109 shares outstanding.

• Voting can be done in person, by proxy, online, by phone, or by mail.

• Proxy materials and the annual report are available online.

Voting matters and shareholder proposals

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

• Ratification of RSM US LLP as the independent registered public accounting firm for 2025.

• Advisory vote on 2024 executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

• Procedures for shareholder proposals and director nominations for the 2026 meeting are detailed.

Board of directors and corporate governance

• Board consists of five members, with a majority being independent.

• Chairman and CEO roles are combined, currently held by Roger Susi.

• No standing nominating committee; director nominations handled by the board.

• Audit and Compensation Committees are composed entirely of independent directors.

• Directors are evaluated on experience, integrity, and independence.