MERIT MEDICAL SYSTEMS INC
For the period ended Apr 1, 2025. Filed Apr 1, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 1, 2025 · Filed Apr 1, 2025
Contents
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 orBoard of Directors) for the Annual Meeting of Shareholders to be held on May 14, 2025, at 2:00 p.m. Mountain Time (Annual Meeting or2025 Annual Meeting). In this Proxy Statement, we may refer to Merit Medical Systems, Inc. as theCompany,Merit,we,us, orour. 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.
| Voting RoadmapEven if you attend the Annual Meeting, you can vote in advance using a method below. | ||||
|---|---|---|---|---|
| Before the meeting go to: www.proxyvote.comDuring the meeting go to: www.virtualshareholdermeeting.com/MMSI2025. | Call 1-800-690-6903(U.S. and Canada) | (cast your ballot, sign proxy card and post) | ||
| Phone and Internet voting will close at 11:59 P.M. Eastern Time on May 13, 2025 but voting by Internet will open again during the meeting (see below). Voting instructions for shares held in the Company’s 401(k) Profit Sharing Plan must be received by 11:59 P.M. Eastern Time 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. | ||||
| PROPOSAL 1: Election of Four Nominees for Director (See page 6) | ||||
| The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and diversity of perspectives that is essential to good governance and leadership of our Company. | The Board recommends a Vote FOR each nominee | |||
| PROPOSAL 2: Advisory Vote on Executive Compensation (Say-On-Pay) (See page 55) | ||||
| The Board of Directors recommends that you vote FOR this “Say-on-Pay” advisory proposal because our compensation program attracts top executive talent commensurate with our peers and reinforces our “Pay for Performance” philosophy. | The Board recommends a Vote FOR this proposal | |||
| PROPOSAL 3: Ratify Appointment of Independent Registered Public Accounting Firm (See page 73) | ||||
| We have selected Deloitte & Touche LLP (Deloitte) to serve as our independent registered public accounting firm for the year ending December 31, 2025 because Deloitte is an independent firm with reasonable fees and has significant industry and financial reporting expertise. | The Board recommends a Vote FOR this proposal | |||
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2| Understand. Innovate. Deliver. TM
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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|---|---|---|---|---|---|---|---|---|
| · · Director · Term · · Board Committees | ||||||||
| Name, Primary Occupation | Age | Since | Expires | Independent | A | C | F(1) | G |
| THOMAS J. GUNDERSONFormer Medtech Analyst at Piper Jaffray | 74 | 2017 | 2025(2) | Yes | ● | | □ | |
| Laura S. KaiserPresident & CEO of SSM Health | 64 | 2022 | 2025(2) | Yes | | ● | | ● |
| F. ANN MILLNER, ED.D.Regents Professor of Health Administrative Services at Weber State Univ. | 73 | 2015 | 2025(2) | Yes | | ● | | ● |
| Michael R. McDonnellFormer Chief Financial Officer of Biogen, Inc. | 61 | 2022 | 2025(2) | Yes | ● | | ● | |
| LONNY J. CARPENTERFormer Group President, Stryker Corporation | 63 | 2020 | 2026 | Yes | | □ | ● | |
| DAVID K. FLOYDFormer Group President, Stryker Corporation | 64 | 2020 | 2026 | Yes | | | ● | □ |
| Lynne N. wardFormer Executive Director of my529 (formerly Utah Educational Savings Plan) | 66 | 2019 | 2026 | Yes | □ | | ● | |
| STEPHEN C. EVANSFounder, Chairman & CEO of Flag Bridge Global Solutions, LLC; Rear Admiral (Ret.) and Former Special Advisor to the Commander, U.S. Navy | 60 | 2021 | 2027 | Yes | ● | ● | | |
| Fred P. LampropoulosChair, President & CEO of Merit | 75 | 1987 | 2027 | No | | | | |
| SILVIA M. PEREZPresident, Commercial Branding and Transportation, 3M Company | 58 | 2024 | 2027 | Yes | ● | | | ● |
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|---|---|---|
| □: Committee Chair | A: Audit Committee | F: Finance and Operating Committee(1) |
| ●: Committee Member | C: Compensation and Talent Development Committee | G: Governance and Sustainability Committee |
| (1) | Effective May 15, 2024, the Board combined two of its committees into a single committee—the committee that was then known as the Finance Committee was combined with the committee that was then known as the Operating Committee (Operating Committee). The combined committee is now known as the Finance and Operating Committee and is referred to in this Proxy Statement as the Finance Committee. |
| (2) | If elected at the Annual Meeting, Dr. Millner, Ms. Kaiser and Messrs. Gunderson and McDonnell would serve terms expiring in 2028. |
Selected 2024 Highlights
| | | | | | | |
|---|---|---|---|---|---|---|
| Revenue | | | Operating Cash Flow | | | 5-Year TSR (1) |
| $1.357 billion | | | $221 million | | | 210% |
| (1) | Reflects five-year cumulative total return of Merit common stock, no par value (Common Stock), as reported on the Nasdaq Global Select Market System (Nasdaq) for the period from December 31, 2019 to December 31, 2024. Past results are not necessarily an indicator of future performance. |
| Environment | | | Continued Growth Initiatives |
|---|---|---|---|
| Prioritized reduction of environmental footprint by continuing to implement programs to reduce waste, conserve resources and improve the areas where we do business | | | Completed the first year of our CGI Program, demonstrating significant progress towards each of the three financial targets outlined for the three-year period ending December 31, 2026 |
Compensation Highlights
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| Consistent with our strong interest in shareholder engagement and our pay-for-performance approach, the Compensation and Talent Development Committee of our Board (Compensation Committee) has continued to refine our executive compensation program to encourage alignment between the interests of our executives and shareholders. Shareholders have shown strong support for our executive compensation program, with 96% of shareholders represented at our 2024 Annual Meeting of Shareholders voting in favor of it. | |
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| We pay for performance | |
|---|---|
| 60%60% of CEO’s target equity compensation package is performance-based | 60%60% of other Named Executive Officers’ target equity compensation package is performance-based |
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.
4| Understand. Innovate. Deliver. TM
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.