Skip to main content

InfuSystem Holdings, Inc

For the period ended Apr 10, 2025. Filed Apr 10, 2025.

View on SEC.gov

About 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 10, 2025 · Filed Apr 10, 2025

INFU$13.69+1.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation.”

YearSummary Compensation Table Total for PEO(1)Compensation Actually Paid to PEO (2)Average Summary Compensation Table Total for Non-PEO NEOs(3)Average Compensation Actually Paid to Non-PEO NEOs(4)Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5)Net Income(6)
(a)(b)(c)(d)(e)(f)(g)
2024$2,515,221$1,810,112$1,269,996$1,024,882$49.62$2,345,000
2023$2,286,657$2,413,801$1,206,049$1,246,269$61.89$872,000
2022$1,547,367$109,085$821,176$(5,465)$50.97$18,000

(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. DiIorio (the Company's Chief Executive Officer and Principal Executive Officer ("PEO")) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”

(2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. DiIorio, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. DiIorio during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. DiIorio's total compensation for each year to determine the compensation actually paid:

YearReported Summary Compensation Table Total for PEOReported Value of Equity Awards (a)Equity Award Adjustments (b)Compensation Actually Paid to PEO
2024$2,515,221$(1,211,438)$506,329$1,810,112
2023$2,286,657$(1,150,346)$1,277,490$2,413,801
2022$1,547,367$(741,102)$(697,180)$109,085

(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

YearYear End Fair Value of Equity AwardsYear over Year Change in Fair Value of Outstanding and Unvested Equity AwardsFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to meet Vesting Conditions in the YearValue of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total CompensationTotal Equity Award Adjustments
2024$1,787,022$(881,484)$—$(399,209)$—$—$506,329
2023$1,292,739$51,913$—$(3,559)$(63,603)$—$1,277,490
2022$751,761$(989,510)$—$(345,892)$(113,539)$—$(697,180)

(3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. DiIorio, who has served as our CEO since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. DiIorio) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 and 2023, Ms. Lachance and Mr. Steele; and (ii) for 2022, Ms. Lachance and Thomas Ruiz, the Company's former Executive Vice President and Chief Commercial Officer.

(4)The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. DiIorio), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. DiIorio) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. DiIorio) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

YearAverage Reported Summary Compensation Table Total for Non-PEO NEOsAverage Reported Value of Equity AwardsAverage Equity Award Adjustments (a)Average Compensation Actually Paid to Non-PEO NEOs
2024$1,269,996$(511,072)$265,958$1,024,882
2023$1,206,049$(427,681)$467,901$1,246,269
2022$821,176$(273,795)$(552,846)$(5,465)

(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

YearAverageYear End Fair Value of Equity AwardsYear over Year Average Change in Fair Value of Outstanding and Unvested Equity AwardsAverage Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearAverage Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the YearAverage Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total CompensationTotalAverageEquityAwardAdjustments
2024$753,895$(284,599)$—$(203,338)$—$—$265,958
2023$478,428$64,272$—$(41,971)$(32,828)$—$467,901
2022$244,256$(415,176)$—$(268,387)$(113,539)$—$(552,846)

(5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

Compensation Actually Paid and Cumulative TSR

As demonstrated by the following graph, the amount of compensation actually paid to Mr. DiIorio and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. DiIorio) is aligned with the Company’s cumulative TSR over the two years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Mr. DiIorio and to the other NEOs consists of equity awards.

Compensation Actually Paid and Net Income

As demonstrated by the following table, the amount of compensation actually paid to Mr. DiIorio and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. DiIorio) is generally aligned with the Company’s net income over the two years presented in the table.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.