InfuSystem Holdings, Inc

DEF 14A 1 def14acombined.htm DEF 14A

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

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 10, 2024

Dear Fellow Shareholders:

2023 marked another year of significant achievement for InfuSystem. We delivered our fifth consecutive year of record revenue, coming in at $125.8 million with strong organic growth of more than 14%. Our key theme for the year was execution, centered on delivering against the major new revenue opportunities we have been developing in biomedical services and wound care. The results for the year confirmed the upside potential of these new initiatives while continuing to improve upon the performance of our core businesses. The 2023 operating results are a testament to our team and their ability to support the expansion of our business and execute against our strategic plan. I am extremely grateful for the hard work and dedication of our talented team members.

Delivering Solid Financial Results

We continue to see strong demand for the services offered in each of our business units. Patient Services, which includes our Oncology, Pain, and Wound Care businesses, grew by 11% in 2023 and Device Solutions, which includes our rental and biomedical businesses, grew by 20%. Oncology exceeded our expectations due to both record patient treatments and steadily improving revenue cycle management. Wound Care saw revenue up 262% driven by our equipment lease sales of NPWT devices during the year.

The 20% revenue growth in our Device Solutions unit was mainly the result of performance under the Master Services Agreement (MSA) entered into in April 2022 with a leading global healthcare technology and diagnostic company. During 2023, our teams increased the number of devices onboarded under the MSA to more than 220,000, which increased the revenue run rate at year end to approximately $11.3 million.

In 2024, the focus of our activities under the MSA will shift to driving operational efficiencies, enhancing margins and maximizing profitability.

Solid Foundation for Future Success

The size and scope of the MSA has allowed InfuSystem to quickly build a national network of biomedical technicians that have the ability to cover multiple sites within a region offering our ‘white glove’ service. This is a strategic asset with great long-term potential, as is the access the MSA provides to new acute care business opportunities.

The next anticipated major growth driver is expected to be Wound Care, as we are building the foundation to provide leading-edge solutions that promote healing, improve patient outcomes, and lower the cost of care with our strategic partner, Sanara MedTech, through our joint venture, SI Wound Care. The joint venture combines Sanara’s portfolio of advanced wound care products and InfuSystem’s robust infrastructure, including logistics, clinical support, more than 800 health insurance payer contracts covering 96% of the U.S. population, and our experienced revenue cycle management team.

InfuSystem has a long successful operating history dating back more than 37 years. We put the patient’s interests first and are dedicated to our motto of “Safe. Smart. Trusted”. We help people live longer and healthier lives and our current initiatives will advance this mission into new markets. We are building for the future, taking the appropriate actions to position the Company for sustainable growth that will propel us in the coming years and create value for our loyal shareholders.

We are extremely excited for our future, and I want to thank our outstanding team members for their dedication and commitment that has established a solid foundation for long-term success.

On Behalf of the Board of Directors and Management,

Richard A. DiIorio

CEO

3851 West Hamlin Road, Rochester Hills, MI 48309

TOLL FREE 800.962‐9656 FAX 913.455.4338 www.infusystem.com

3851 W. Hamlin Road

Rochester Hills, MI 48309

Notice of Annual Meeting of

Stockholders To Be Held on May 16,

Virtual Annual Meeting of Stockholders - Online Meeting Only - No Physical Meeting Location

April 10, 2024

To the Stockholders of InfuSystem Holdings, Inc.:

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of InfuSystem Holdings, Inc., a Delaware corporation (the “Company”), will be held virtually at 2:00 pm, Eastern Time, May 16, 2024. You can attend the Annual Meeting online, vote your shares, and submit questions during the meeting by visiting meetnow.global/MT7AWTX.

At the Annual Meeting, stockholders will be asked to vote on the following:

1)to elect seven individuals to the Company’s Board of Directors to serve until the Company’s 2025 Annual Meeting of Stockholders (and until their successors are duly elected and qualified);

2)to approve, by advisory vote, the compensation of our named executive officers;

3)to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

4)to consider and act on such matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.

This Notice of Annual Meeting, the proxy statement for the Annual Meeting, and our 2023 Annual Report are first being mailed to our stockholders on or about April 10, 2024.

Your vote is extremely important. Even if you plan to attend the Annual Meeting online, we request that you vote your shares by completing, signing and dating the enclosed proxy card, and returning it in the enclosed postage-paid envelope or by voting via the Internet or by telephone following the instructions provided on the enclosed proxy card. Only the latest validly executed proxy that you submit will be counted and any proxy may be revoked at any time prior to the applicable deadline as described in the accompanying proxy statement.

Only stockholders of record at the close of business on March 20, 2024 will be entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof. If you are the beneficial owner of shares of our common stock held in "street name," you will receive voting instructions from your broker, bank or other nominee (the stockholder of record), which will provide you with details as to how to vote those shares if you wish to do so. You must follow the instructions provided by your broker, bank or other nominee in order for your shares to be voted, and your broker is required to vote your shares in accordance with your instructions. A list of our stockholders of record will be made available electronically during the meeting atmeetnow.global/MT7AWTX.

BY ORDER OF THE BOARD OF DIRECTORS:

Barry Steele

Corporate Secretary

InfuSystem Holdings, Inc.

You may vote your shares in advance via the Internet or by telephone or by completing, signing, dating and mailing your proxy card. The proxy may be revoked at any time before your shares are voted at the meeting by submitting written notice of revocation to the Secretary of the Company or by submitting another timely proxy before the applicable deadlines. If you attend the meeting online, you may choose to vote your shares atmeetnow.global/MT7AWTX and any previously submitted proxy will not be used. If you hold shares through a broker, bank or other nominee, please check the voting instructions used by that broker, bank or nominee.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2024: THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND 2023 ANNUAL REPORT ARE AVAILABLE AT https://www.edocumentview.com/INFU.