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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 (Amendment No. XX)

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TO OUR SHAREHOLDERS:

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GUIDE TO PROXY STATEMENT

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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Items of Business

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Your Vote is important to our future. We strongly encourage you to read the Proxy Statement and then promptly vote your shares as instructed herein.

Shareholders can vote via the Internet, by telephone or by mail. Specific instructions on how to vote are included in the Notice of Internet Availability of Proxy Materials that we will mail to our shareholders on or about April 5, 2024. Shareholders will also be able to vote electronically during the webcast of the 2024 Annual Meeting.

Phone and Internet voting will close at 11:59 p.m. EDT on May 14, 2024, but voting by Internet will open again during the meeting. Voting instructions for shares held in the Company’s 401(k) Profit Sharing Plan must be received by 11:59 p.m. EDT on May 10, 2024 and such shares may not be voted during the meeting. Holders in “street name” must instruct their broker or nominee.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2024

The Company’s Notice, Proxy Statement and Annual Report are available at: www.proxyvote.com.

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PROXY STATEMENT SUMMARY

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 or Board of Directors) for the Annual Meeting of Shareholders to be held on May 15, 2024, at 2:00 p.m. Mountain Time (Annual Meeting or 2024 Annual Meeting). In this Proxy Statement, we may refer to Merit Medical Systems, Inc. as the Company, Merit, we, us, or our. The following summary highlights information contained elsewhere in this Proxy Statement. Before Voting, please review the entire Proxy Statement and the Annual Report.

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PROXY STATEMENT SUMMARY

A Snapshot of Our Board of Directors

The following table provides summary information about each director nominee (first three), as well as each director whose term of office will continue after the Annual Meeting.

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PROXY STATEMENT SUMMARY

Selected 2023 Highlights

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Compensation Highlights

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The Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan, as amended (2018 Incentive Plan), provides for the issuance of up to 6,100,000 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. We also ask that our shareholders approve an amendment to increase the number of shares authorized for issuance under the 2018 Incentive Plan. For additional information about this amendment, see “Proposal 3: Approval of an Amendment to the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan to Increase the Number of Shares of Common Stock Authorized for Issuance Thereunder by 3,000,000 Shares.”

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CORPORATE GOVERNANCE AND RELATED MATTERS

CORPORATE GOVERNANCE AND RELATED MATTERS

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At the Annual Meeting, shareholders will be asked to consider the nominations of three directors to serve until our 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified. If any of the below nominees becomes unavailable to serve, proxies solicited by this Proxy Statement will be voted for other persons designated by the Board in their stead.

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Classification of Board of Directors

Our Amended and Restated Articles of Incorporation (Articles of Incorporation) provide for a classified, or “staggered,” board of directors. Our Board is divided into three classes, with directors in each class serving a three-year term. Our Third Amended and Restated Bylaws (Bylaws) provide that the number of directors serving in each class shall be as nearly equal in size as possible. Accordingly, approximately one-third of our directors’ terms expire at each annual meeting of shareholders. Based upon the existing classification of the Board, the terms of Fred P. Lampropoulos, Stephen C. Evans and A. Scott Anderson are scheduled to expire in connection with our Annual Meeting. Because Mr. Anderson has reached the age at which our Corporate Governance Guidelines (Governance Guidelines) require him to submit his resignation from the Board, the Board did not nominate him for re-election as a director. Accordingly, Mr. Anderson’s service as a director will conclude at the Annual Meeting. The Board has nominated Fred P. Lampropoulos, Stephen C. Evans and Silvia M. Perez for election at the Annual Meeting to serve new three-year terms.

Size of the Board of Directors

Our Bylaws permit the Board to set the number of directors to a number not less than three and not more than eleven. In 2023, the Board adopted a resolution setting the number of directors at ten, which is the current number of directors.

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Nominees for Election as Directors

Our Board and its Governance Committee believe that the following nominees possess the experience and qualifications that directors of the Company should possess, and that the experience and qualifications of each nominee complement the experience and qualifications of the other directors. The experience and qualifications of each nominee, including information regarding the experience and qualifications that led the Board to conclude that she or he should be nominated to serve as a director of the Company, are set forth below:

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Directors Whose Terms of Office Continue

In its regular discussions regarding Board composition, our Governance Committee works with the Board to determine the appropriate mix of professional experience, areas of expertise, educational background and other qualifications that are particularly desirable for our directors to possess in light of our current and future business strategies.

The Board believes that its current members have the right combination of experience and qualifications to continue to lead the Company to success. Information regarding the specific experience, qualifications, attributes and skills that led the Board and the Governance Committee to conclude that each continuing director should serve on the Board are set forth below:

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Director Whose Term of Office Does Not Continue

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Our Board of Directors

Our business affairs are managed subject to the oversight of the Board, which represents and is accountable to the shareholders of the Company. The Board advises and oversees management, which is responsible for the day-to-day operations of the Company. The primary mission of the Board is to represent and protect the interests of our shareholders. As a result, the basic responsibility of our directors is to act in good faith and with due care so as to exercise their business judgment on an informed basis in what they reasonably and honestly believe to be in the best interests of the Company and its shareholders. The Board reviews and assesses our strategic, competitive and financial performance.

Board Structure

Chair of the Board

The Chair of the Board provides leadership to the Board and works with it to define its structure, agenda and activities in order to fulfill its responsibilities. The Chair works with senior management to help ensure that matters for which management is responsible are appropriately reported to the Board.

Fred P. Lampropoulos currently serves as the Chair of the Board, CEO and President of the Company. The Board and Governance Committee believe that the traditional practice of combining the roles of chair of the board and chief executive officer currently provides the preferred form of leadership for the Company. Given Mr. Lampropoulos’ vast experience since founding the Company in 1987, his role as an inventor and his involvement in filing of more than 300 patents and pending applications, the respect which he has earned from our employees, business partners and shareholders, and his proven leadership skills, the Board believes Mr. Lampropoulos’ continued service in both capacities serves the best interests of our shareholders. Further, the Board believes Mr. Lampropoulos’ fulfillment of both responsibilities encourages accountability and effective decision-making and provides strong leadership for employees and other stakeholders.

Independent Directors

Under our Governance Guidelines, a majority of our directors should be independent directors who meet the director independence guidelines set forth in the Nasdaq Marketplace Rules. Among other things, each independent director should be free of significant business connections with competitors, suppliers, or customers of the Company.

In 2023, the Governance Committee undertook its annual review of director and nominee independence and recommended that the Board determine that Mr. Anderson, Mr. Carpenter, Admiral Evans, Mr. Floyd, Mr. Gunderson, Ms. Kaiser, Mr. McDonnell, Dr. Millner, and Ms. Ward each be designated as an independent director. If elected to the Board, we believe that Ms. Perez will also be designated as an independent director. Mr. Lampropoulos is not considered independent because of his employment as President and CEO of the Company.

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Lead Independent Director

Since July 2021, Dr. Millner has served as the Lead Independent Director. The position of Lead Independent Director comes with clearly delineated and comprehensive duties, as set out in our Governance Guidelines. These duties include:

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Our independent directors regularly meet in executive session without the Chair present, at least once each quarter. During these sessions, independent directors discuss topics such as executive (including the CEO) succession planning, corporate governance, business strategy and Board responsibilities.

Composition and Selection of Board Members

The Governance Committee is responsible for reviewing annually with the Board the desired skills and characteristics of directors, as well as the composition of the Board as a whole. Directors should be individuals who have succeeded in their particular field and who demonstrate integrity, reliability, knowledge of corporate affairs, and an ability to work well together. Directors should have:

The Governance Committee reviews the skills and characteristics required of directors in the context of the current composition of the Board. There is currently no set of specific minimum qualifications that must be met by a nominee recommended by the Governance Committee, as different factors may assume greater or lesser significance at particular times and the needs of the Board may vary in light of its composition and the Governance Committee’s perceptions about future issues and needs. Additionally, in considering the composition of the Board and identifying nominees, the Governance Committee does not have a formal policy regarding the consideration of gender, race, sexual preference, religion and other traits typically associated with the term “diversity.”

However, the Governance Committee considers it important that the Board be composed of directors with a broad range of experience, areas of expertise and skills and considers several factors, including a candidate’s:

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The Governance Committee uses a variety of methods for identifying and evaluating director nominees. The Governance Committee assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through various means, including recommendations from current directors, third-party advisory firms, shareholders or other individuals.

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Experience and Skills

The table below summarizes some of the relevant experience, qualifications and demographic information of each existing director and nominee identified by the Governance Committee. Although the Board believes each director and nominee provides the Company with extensive experience and skills which complement the experience and skills of other directors and nominees and are of great benefit to the Company and its shareholders, the following table identifies the core competencies of each director and nominee. The biographies above describe each director’s or nominee’s background in more detail.

Experience and Skills Matrix

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Board Diversity

The Company is committed to diversity and inclusion, and believes it is important that the Board is composed of individuals representing the diversity of our communities. The Governance Committee seeks director nominees with a broad diversity of experience, professions, skills and backgrounds.

The table below reports self-identified gender and demographic statistics for the Board, as constituted prior to the Annual Meeting, in the format required by the Nasdaq Marketplace Rules.

Board Diversity Matrix

(as of April 2, 2024)

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Board and Committee Meetings and Responsibilities

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* Mr. Anderson’s membership on these committees will end when his current term as director expires at the Annual Meeting.

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Board Evaluation

In 2022, the Governance Committee engaged an experienced independent advisor to develop and conduct a comprehensive Board evaluation process to assess the effectiveness of our Board, committees and members. The evaluation process aims to identify strengths and development opportunities with respect to our Board and its committees in the areas of Board oversight and duties, Board functioning and meetings and Board composition and culture.

The evaluation conducted in the first phase of the process was led by the Governance Committee and facilitated by the independent advisor to preserve the integrity of the process and anonymity of the feedback of the Company’s directors and senior executive officers who participated in the process. The evaluation facilitator met individually with each director and some of the Company’s senior executive officers to obtain and compile responses to the evaluation, which included feedback from directors on other directors, for review by the Governance Committee and the Board.

The Governance Committee reviewed the first-phase evaluation results with the evaluation process facilitator and coordinated an opportunity for the facilitator to present the general conclusions developed in the course of the evaluation to the Board. The Board reviewed and discussed the conclusions presented by the facilitator and reviewed potential actions to be taken as a result of the evaluation. Subsequent to the completion of the evaluation, the Board has used the evaluation results to inform Board and committee composition and refreshment, including expansion and refinement of the attributes and experience criteria for Board membership and to address the evolving needs of the Company.

In the second phase of the evaluation process, the Governance Committee and the Board, in coordination with an external independent advisor, conducted a detailed review of the action items identified during the evaluation conducted in the first phase and a full-day Board effectiveness session facilitated by an independent external advisor in May 2023. In preparation for the session, the independent advisor conducted interviews with each of the directors, focused on Board effectiveness and executive succession planning. During the session, the advisor reviewed the interview findings, noting strengths and opportunities for further development, the directors (as an entire group and in sessions of the independent directors) discussed in detail the feedback provided by the advisor and the directors developed an action plan to address the objectives identified during the session, both with respect to the duties and responsibilities of the Board in general, as well as in preparation for the anticipated CEO succession transition.

At the end of 2023, the Governance Committee completed the third phase of the evaluation process by conducting a confidential internal assessment facilitated by the Company’s Corporate Secretary. Each director responded to a series of questions addressing the director’s assessment of the effectiveness of our Board, committees and members. The assessment questions were developed with the assistance of the independent advisor who conducted the evaluation in the first phase of the evaluation process and were designed to evaluate the actions taken by the Board, committees and members during the three-phase process. The Governance Committee reviewed the responses to the internal assessment and the Chair of the Governance Committee summarized the responses in a meeting of the Board. The Board and Governance Committee intend to use the assessment results in their continued efforts to identify opportunities for enhanced Board and committee effectiveness.

Risk Management

The Board is involved in assessing and managing risks that could affect the Company. One of the roles of the Board is to periodically assess the processes used by management with respect to risk assessment and risk management, including identification by management of the principal risks of our business, and the implementation by management of appropriate systems to deal with such risks. The Board fulfills these responsibilities either directly, through delegation to committees of the Board, or, as appropriate, through delegation to individual directors.

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The Board has delegated risk management oversight responsibilities to the Operating Committee. However, oversight of particular risks has been further delegated to the applicable standing committee(s) of the Board. The Audit Committee is generally responsible for oversight of risks relating to the quality and integrity of our financial reports, the independence and qualifications of our independent registered public accounting firm, our compliance with disclosure and financial reporting requirements and overall enterprise risk management, including evaluation and oversight of cybersecurity risk management. At least annually, the Board and/or the Audit Committee is briefed by the Company’s Chief Information Officer and other members of the Company’s management on information technology and cybersecurity risks and the Company’s efforts to mitigate those risks. The Compensation Committee is generally responsible for oversight of risks such as those relating to executive employment policies, our compensation and benefits systems, including our executive compensation program, and human capital development. The Governance Committee is generally responsible for oversight of risks associated with the Company’s sustainability efforts, director and management succession and development and implementation of corporate governance principles, as well as risks addressed through the identification and recommendation of individuals qualified to become directors of the Company. The Finance Committee is generally responsible for oversight of risks relating to mergers and acquisitions, as well as capital raising activities and transactions. These committees exercise their oversight responsibilities through reports from and meetings with officers of the Company responsible for each of these risk areas, including our Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, Chief Commercial Officer, Chief of Accounting, Chief Compliance Officer, Chief Information Officer, Director of Internal Audit, Director of Enterprise Risk Management and Vice President, Environmental, Social and Governance. In such meetings, committee members discuss and analyze such risks, and, when necessary, consult with outside advisors.

Director Orientation and Continuing Education

New directors participate in an orientation program developed and overseen by our Governance Committee, which is conducted prior to or shortly after the director’s election or appointment. This orientation program includes presentations by other directors and members of the Company’s senior management with respect to finance, operations, governance, legal and compliance matters, regulatory issues, cybersecurity, industry developments and strategic planning. In recent years, our Governance Committee has led an enhancement of our director orientation program, including scheduled orientation sessions with members of the Company’s senior management and delivery of detailed orientation materials. In addition to the initial onboarding process, members of the Company’s senior management regularly provide ongoing orientation and training sessions at Board meetings, including presentations regarding business strategy, legal and regulatory compliance, information technology and cybersecurity, business development and governance. The information technology and cybersecurity training provided to the Board is an extension of the Company’s cybersecurity awareness program provided by the Company’s information technology department to Company employees worldwide. The Company’s cybersecurity awareness program includes regular training courses which are available throughout the Company and periodic updates targeted to individual departments, sites or regions as appropriate. The Company also encourages directors to obtain third-party continuing education on topics of relevance to the Company and its operations and provides to directors reimbursement of up to $5,000 of annual educational expenses.

Shareholder Engagement

We regularly communicate with many of our largest shareholders regarding our operations and financial results. During the years leading up to 2020, we expanded our shareholder communication efforts in an attempt to develop a better understanding of the corporate governance and executive compensation perspectives and practices which are important to our shareholders. Our shareholder engagement efforts have historically been directed by F. Ann Millner, Ed.D., our Lead Independent Director and Chair of our Governance Committee, and A. Scott Anderson, Chair of our Compensation Committee and former Lead Independent Director, and are supported by members of our executive management team.

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As a consequence of the COVID-19 pandemic, the scope of engagement between our directors and shareholders was reduced significantly during 2020, 2021 and 2022. We maintained contact with several of our large shareholders during 2023, primarily through financial conferences and investor presentations; however, most of the input we received with respect to the interests of our shareholders was provided by external advisors and focused on the development of corporate governance and executive compensation practices which are generally deemed favorable by sophisticated shareholders and their advisors. After considering that input, during 2023 our Board and its Governance and Compensation Committees took a number of actions which we believe have strengthened our corporate governance and executive compensation practices. Those actions include:

Our Board is committed to implementing governance, executive compensation and sustainability practices which will contribute to the long-term success of the Company. To fulfill that commitment, our Board, primarily through its Governance and Compensation Committees, will continue to seek opportunities to consult with major shareholders in appropriate situations. Due to the expiration of Mr. Anderson’s term of service as a director, we anticipate Dr. Millner and other Board committee chairs will continue to lead those efforts, with the support of members of our executive management and investor relations teams.

Shareholder Communication with the Board of Directors

The Board will receive communications from Company shareholders. All communications, except those related to shareholder proposals that are discussed below under the heading “Shareholder Proposals for Annual Meeting 2025,” must be sent to our Corporate Secretary (Brian G. Lloyd) at our principal executive offices at 1600 West Merit Parkway, South Jordan, UT 84095. Communications submitted to the Board (other than communications received through our ethics hotline, which are reviewed and addressed by the Audit Committee) are generally reported to our directors at the next regular meeting of the Board.

All directors of the Company are strongly encouraged to attend our Annual Meeting. Ten of the eleven directors, then serving on the Board or nominated to the Board, were present in person or through video conference at our 2023 annual meeting of shareholders.

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Governance Guidelines and Code of Ethics

Corporate Governance Guidelines

Our Governance Guidelines set forth the responsibilities of our directors.

The Governance Guidelines include guidelines that, among other things, contemplate that directors will maintain minimum stock ownership with a value of at least five times the annual retainer received. The Governance Guidelines also require the CEO to maintain minimum stock ownership with a value of at least five times his or her annual base salary. Directors have five years from appointment to the Board to comply with the minimum stock ownership requirement. The Governance Committee provides oversight of the stock ownership guidelines and may allow waivers with respect to the stock ownership guidelines for directors and the CEO on a case-by-case basis. Based on its review of the stock ownership of the directors and CEO, the Governance Committee determined that all current directors and the CEO are in compliance with the stock ownership guidelines set forth in the Governance Guidelines or are within their five-year transition periods.

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Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics (Code of Conduct) applies to our directors and employees, including our NEOs, and is supplemented by additional provisions applicable to our CEO and senior financial and accounting officers. All Company directors, officers and employees are required to act ethically at all times and in accordance with the principles and policies set forth in the Code of Conduct.

Among other principles and policies, the Code of Conduct finds a conflict of interest exists when a person’s private interest interferes with the interests of the Company. The Code of Conduct recognizes that a conflict of interest occurs when the Company enters into a transaction in which an employee, officer, or director, or someone related to or affiliated with an employee, officer, or director, has a significant personal interest. The Code of Conduct also recognizes that a conflict of interest arises when an employee, officer or director of the Company receives an improper benefit as a result of the person’s position with the Company. Our Governance Guidelines prohibit the Company from making or arranging personal loans to directors or executive officers of the Company.

The Code of Conduct obligates employees, officers and directors to promptly disclose conflicts of interest to a supervisor, management, or the Board. Any director who has a conflicting interest in a potential conflicting interest transaction may not participate in the review of that transaction by the Board. Any waiver of the Code of Conduct may be made only by the Board and is required to be promptly disclosed as required by law or the regulations of any exchange on which our securities are traded, including Nasdaq.

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Merit Ethics Hotline

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Trading Restrictions

Our directors and executive officers are subject to our Insider Trading Policy, which is designed to facilitate compliance with insider trading laws and governs transactions in our Common Stock and related derivative securities. Any director, officer or employee in possession of material, nonpublic information, or who may be deemed to possess such information by reason of his or her positions, may not (i) trade in the Company’s securities; (ii) share the information with others (“tipping”), or (iii) permit a member of his or her immediate family to trade in the Company’s securities. Our policy designates certain regular periods, from 15 days prior to the end of a calendar quarter to two full business days after the release of financial results, in which trading is prohibited for individuals in information-sensitive positions, including directors and executive officers. Our policy also prohibits executive officers and directors from (a) trading in Company stock on a short-term basis (minimum six-month holding period); (b) engaging in short sales of Company stock; (c) buying or selling put options or call options or other derivative instruments associated with Company stock; or (d) entering into hedging transactions associated with Merit stock.

Additional periods of trading restriction may be imposed as determined by our CEO or the Insider Trading Compliance Officers (currently our Chief Legal Officer and our Chief Financial Officer) in light of material pending developments. Further, during permitted windows, individuals in information-sensitive positions are required to seek pre-clearance for trades from an Insider Trading Compliance Officer, who assesses whether there are any important pending developments, including cybersecurity matters, which need to be made public before the individual may participate in the market.

During 2023, our independent directors, with the assistance of our Chief Legal Officer, completed a comprehensive review of our Insider Trading Policy, following which our Chief Legal Officer provided to the Board a written report setting forth findings of the review. Based upon that review, as well as the SEC’s amendment of rules governing stock trading programs for corporate insiders, known as Rule 10b5-1 plans, the Governance Committee recommended and the Board approved amendments to the Insider Trading Policy to address the recommendations of the independent directors as well as the requirements of the new SEC rules. Those amendments included imposing restrictions on gifts or donations of Common Stock made while the donor is in possession of material non-public information, extending the duration of “blackout periods” under the Insider Trading Policy until disclosure of the Company’s periodic financial information has been disclosed in a quarterly or annual report filed with the SEC, enhancing the procedures for adoption of Rule 10b5-1 plans by Company insiders and development of Rule 10b5-1 plan guidelines.

Director Retirement Policy

In October 2017, we amended our Governance Guidelines to require that, upon reaching 75 years of age, each director of the Company must submit to the Board a letter of resignation to be effective at the next annual meeting of shareholders. The Board will generally accept such resignations unless the Governance Committee or the Board determines to extend the director’s service through the expiration of his or her then-current term or nominate the director for another term.

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In accordance with the provisions of the Governance Guidelines, upon reaching the age of 75 years, A. Scott Anderson tendered to the Board his letter of resignation. Our Governance Committee and the Board considered Mr. Anderson’s resignation and his contributions to the Company. Following such consideration, the Governance Committee recommended that the Board decline to accept Mr. Anderson’s resignation and, acting on that recommendation, the Board declined to accept his resignation. The Board determined that, despite being beyond the retirement age set forth in our Governance Guidelines, Mr. Anderson continued to provide significant contributions to our Board and the Company, and his unique perspective and extensive skills and experience continued to make him a valuable asset to the Board and the Company. Mr. Anderson’s term as a director will expire at the Annual Meeting and the Board did not nominate him for re-election as a director. Accordingly, Mr. Anderson’s service as a director will conclude at the Annual Meeting.

Sustainability

Under the oversight of our Board of Directors and management team, we continue to make sustainability a key focus of our business. We have a cross-functional Corporate Sustainability Council that promotes achievement of long-term Environment, Social and Governance (ESG) goals across our enterprise. These efforts have included proactive actions to address both risks and opportunities related to our sustainability program, as we strive for continued growth and profitability.

Most of our products are disposable medical devices and are generally discarded after a single use due primarily to the risks of exposing patients to bloodborne pathogens capable of transmitting disease or other potentially infectious materials. Additionally, repeated sterilization to address such risks is not possible because it may adversely affect the quality of the materials used in many of our products and result in the failure of our products to function properly if used in multiple medical procedures. Consequently, many of our used products will likely end up in a medical waste disposal facility at the end of their usefulness. We continually look for opportunities to deliver sustainable, long-term growth of our business. Our sustainability practices are an integral component of our business strategy.

We have identified our sustainability opportunities and have developed areas of focus where we believe we are positioned to make a positive impact. These include programs designed to reduce waste, improve efficiencies, reduce greenhouse gas emissions, and protect the environment.

Sustainability Governance Structure

Our formal sustainability governance structure is depicted below, and its elements guide the implementation of our sustainability program. The Governance Committee oversees our sustainability program, including regular reviews of our stated targets and commitments.

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Sustainability Reporting

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Merit has been recognized for our sustainability efforts. We publish annual sustainability reporting which is prepared with Global Reporting Initiative and Sustainability Accounting Standards Board disclosure indexes. We also maintain a dedicated sustainability website at www.merit.com that serves as an online repository for our historical sustainability-related disclosures and accompanying policies. In our upcoming 2023 Sustainability Report scheduled to be released in May 2024, we intend to include disclosures consistent with the framework of the Task Force on Climate-Related Financial Disclosures that will add valuable insights for investors on how Merit is incorporating climate-related risks and opportunities into our business strategy.

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Climate and Environmental Stewardship

Climate risks and opportunities impact our long-term resiliency as a global medical device leader. We recognize that companies have a role in meeting the challenge of mitigating and adapting to climate change risks. We seek to understand and address climate risks while leveraging opportunities to foster a strong business model for the future. In 2024, Merit has engaged consultants to run scenario analysis to further refine our strategy and disclosures as we move forward with our 2030 sustainability goals and management plan.

2023 Sustainability Report

We intend to provide additional details about our sustainability initiatives and efforts in 2023 in our 2023 Sustainability Report, which is scheduled to be released in May 2024. To learn more about our sustainability efforts, and to view Sustainability Reports for prior years, please review the information on our website at www.merit.com/about/corporate-sustainability/.

Health & Safety

The health and safety of our employees is our top priority. We promote a culture where the health and safety of our environment, employees, contractors, suppliers, partners, and customers are of utmost importance. We believe that everyone across the organization is accountable and responsible for environmental health and safety, and we train and ask every employee to actively champion the behaviors and attitudes necessary to prevent work-related injuries, illnesses, property damage, and adverse impacts to the environment. In this way, employee health and safety are an integral part of our culture and a driver for sustainable growth. Merit holds ISO 45001 certifications for our occupational health and safety management systems at our facilities located in Salt Lake City, Utah and Richmond, Virginia in the United States, Galway, Ireland, Tijuana, Mexico, Paris, France, and Venlo and Maastricht, The Netherlands.

Compliance & Ethics

We are committed to a strong culture of compliance and ethics. We recognize that corruption and unethical conduct of any kind undermines our integrity and reputation and is contrary to our values and long-term success. We demonstrate this advocacy by maintaining ethical and responsible policies and practices and monitoring and enforcing these policies throughout all levels of the organization. We hold ourselves accountable to high standards of honesty, fairness, and integrity. Company compliance and anti-corruption policies are designed to ensure interactions with healthcare professionals and healthcare organizations will benefit patients and enhance the practice of medicine. Every Merit employee is responsible for adhering to these policies as well as complying with all applicable laws and regulations, e.g., the U.S. Anti- Kickback Statute, the False Claims Act, the Foreign Corrupt Practices Act (FCPA), export and import regulations, advertising and promotion laws, and applicable Sunshine/Transparency Laws.

Environmental Sustainability

As a leading global manufacturer of medical devices, we believe we have a significant role to play in contributing to a sustainable future. Our core beliefs and our goal to be the most customer-focused company in healthcare is at the heart of everything we do. We strive to provide superior safe and effective products in a sustainable manner, providing for the health of our customers and our communities. We understand that good environmental practices are beneficial to our business and to our stakeholders, both now and in the future. We hold ISO 14001 certification for our environmental management systems at our manufacturing sites located in Salt Lake City, Utah and Richmond, Virginia in the United States, Galway, Ireland, Tijuana, Mexico, Paris, France and Venlo, The Netherlands and at our EMEA distribution center located in Maastricht, The Netherlands.

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Diversity & Inclusion

As a global company, we understand that having a diverse workforce adds value to the entire organization. Among the many advantages are greater innovation, learning, growth, and productivity. We are committed to recruiting and retaining diverse team members at all levels of the organization who can share their varied perspectives on the most complex challenges facing us as we work toward a more equitable world. Thirty percent of our directors are women, and 40% of our directors meet the Nasdaq standard for diversity. Additionally, more than 37% of our management employees are women. Our global workforce comprises 55% female team members, and 57% of our team members in the United States come from diverse minority backgrounds. While we are proud of our progress, we recognize there is still room for improvement and are working on initiatives in this area.

In 2021, we launched our North America Women’s Leadership Initiative (WLI) with tremendous success. We have also launched similar organizations in Asia and Europe. The WLI is an affinity group led by women that is open to all Company employees. The group employs a comprehensive program to cultivate employee engagement and retention by holding meaningful events that facilitate both personal and professional development.

Enterprise Opportunity Management

With risk comes opportunity, and with opportunity comes risk. As we navigate our business through a myriad of risks, we strive to focus on and embraces opportunities to improve. We recognize that risks and opportunities are present in all business activities and that the effective management of risk while proactively seeking opportunity is crucial to maximizing organizational value. Our Enterprise Opportunity Management (EOM) program is designed to actively engage executive leadership, with Board oversight, in monitoring and managing critical risks and opportunities associated with our business and the environment in which we operate. We also look to the future to prepare for emerging risks and opportunities that are on the horizon. As Merit’s Enterprise Risk Management program, EOM is aligned with the COSO Enterprise Risk Management and ISO 31000:2018 frameworks.

Our EOM program has supported Merit’s sustainability objectives by facilitating analysis and discussion in many areas related to ESG, such as responsible sourcing, salient environmental impacts, transitional risks, diversity and inclusion, numerous business continuity-related matters, and compliance with various laws and regulations. During 2023, we conducted scenario analyses to assess both our potential impact on the environment as well as potential climate change impacts on our operations. We considered the potential impact of a 1.5°- 3°C of warming at eight of our manufacturing facilities worldwide. Through these EOM activities, we identified and have been driving to implement opportunities for improvement that will enable us to not only prepare but to thrive as a sustainable and responsible organization.

Philanthropy

From the inception of our company, we set out to improve lives around the globe. More than 30 years later, this mission still drives us forward in business and social impact. Through financial contributions, employee time and dedication, and collaboration with global and local non-profit organizations, our worldwide facilities foster stronger communities and create positive change in the areas we serve. During 2023, we partnered, through donations, with important organizations such as The American Heart Association, Ask Childhood Cancer Foundation, Mothers Against Prescription Drug Abuse, Primary Children’s Medical Center, The Huntsman Cancer Foundation, Utah Special Olympics, Utah Clean Air, Women’s Leadership Institute, and Women in Innovation through the Society for Cardiovascular Angiography and Interventions. We also partnered with organizations that facilitate the delivery of healthcare to underserved regions of the globe. In 2023, Merit donated products to medical missions in Haiti, Honduras, Brazil, Belize, Nigeria, and Tanzania.

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Quality Assurance

We are committed to delivering excellence across all aspects of our business. This includes the quality of our products, the attitude of our employees, our turnaround time on shipping and deliveries, and the additional value we can bring to the healthcare system with clinician training programs. Patient care is central to our mission. Providing high-quality, innovative products that are safe and effective is our primary goal. The Company’s Quality Policy is supported by a quality management system, which is designed to deliver innovative quality products and services throughout all stages of a product’s lifecycle, including design, manufacturing, pre- and post-clinical trials, customer evaluations, and post-market surveillance.

Continued Dedication

We recognize the importance of operating both a sustainable and profitable enterprise for the long term. We believe our operations should not compromise the environment or the economic prospects of future generations, and, under the direction of the Governance Committee and corporate leadership, we have focused increasing attention on sustainability and reducing our global environmental footprint in our operations through reducing waste, combating climate change, and reducing, reusing, and recycling materials.

Whether it is manufacturing processes, shipping, or the day-to-day activities at our offices, our employees at all levels are engaged in developing innovative solutions to produce high quality medical products while reducing our global environmental footprint. We are committed to continued reduction in the environmental impact of our business, even as our operations continue to grow.

Director Compensation

We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve as directors. In setting director compensation, the Board considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of its directors. The following table shows the annual retainer amounts payable by the Company to non-employee directors.

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Cash Compensation Paid to Directors

During the year ended December 31, 2023, all non-employee directors of the Company (except F. Ann Millner, Ed.D and James T. Hogan, a former director) received quarterly retainer payments totaling $86,000 in aggregate. James T. Hogan, received a pro-rated retainer amount of $43,000 for services rendered through the end of his term as a director on May 18, 2023. Dr. Millner, who served as Lead Independent Director throughout the year, received quarterly retainer payments totaling $116,000 in the aggregate. Additionally, each of the committee chairs was paid his or her chair-specific retainer(s) (as set forth in the foregoing table) during the year ended December 31, 2023. Directors are also reimbursed for (a) out-of-pocket travel and related expenses incurred in attending Board and committee meetings and other Company events and (b) up to $5,000 for annual educational expenses.

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Stock Awards

Directors are eligible to participate in our equity incentive programs. For the year ended December 31, 2023, the amount of the annual equity compensation award for non-employee directors was set at $190,000. Accordingly, each non-employee director who served during the year ended December 31, 2023 received 2,262 restricted stock units under the 2018 Incentive Plan, which vest on May 18, 2024, one year after the grant date. We first began granting restricted stock units to directors during the year ended December 31, 2020. In prior years, directors were granted options to purchase shares of Common Stock, which vested in equal annual increments over a period of three years (for options granted in 2019) or five years (for options granted prior to 2019). Effective as of the Annual Meeting, the Board increased the amount of the annual equity compensation award for non-employee directors to $200,000.

The following table shows compensation for each of our non-employee directors in 2023:

Related Person Matters

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Policies and Procedures Regarding Transactions with Related Persons

Our Code of Conduct requires that every employee avoid situations where loyalties may be divided between our interests and the employee’s own interests. Employees and directors must avoid conflicts of interest that interfere with the performance of their duties or are not in our best interests.

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Pursuant to its written charter, the Audit Committee reviews and approves all “related party transactions” (as such term is used by ASC Topic 850 Related Party Disclosures) involving executive officers and directors, or as otherwise may be required to be disclosed in our financial statements or periodic filings with the Securities and Exchange Commission (SEC) (including under Item 404 of Regulation S-K under the Securities Act of 1933, as amended (Securities Act), other than:

A Related Person Transaction is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and, as relates to directors or shareholders who have an ownership interest in the Company of more than 5%, the amount involved exceeds $120,000, and in which any Related Person (defined below) had, has or will have a direct or indirect material interest.

A Related Person includes officers, directors, nominees, five percent beneficial owners and their respective immediate family members (which in turn includes person’s spouse, parents, siblings, children, in-laws, step relatives, and any other person sharing the household (other than a tenant or household employee)).

Related Person Transactions include transactions between the Company and its executive officers and directors. We have adopted written policies and procedures regarding the identification of Related Persons and Related Person Transactions and the approval process for such transactions. The Audit Committee considers each Related Person Transaction in light of the specific facts and circumstances presented, including but not limited to the risks, costs and benefits to the Company and the availability from other sources of comparable services or products.

Certain Related Person Transactions

Joseph C. Wright, Chief Commercial Officer of the Company, is the brother-in-law of Fred P. Lampropoulos, Chair of the Board, CEO and President of the Company. In 2023, we provided to Mr. Wright total cash and equity compensation of $2,814,511. Refer to the Summary Compensation Table on Page 58 for additional information regarding his compensation.

The Board, acting through the Audit Committee, believes that the Related Person Transaction between the Company and Mr. Wright is reasonable and fair to the Company.

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EXECUTIVE COMPENSATION AND RELATED MATTERS

EXECUTIVE COMPENSATION AND RELATED MATTERS

Executive Summary

In 2023, we observed a generally improving operating environment, as compared to the years during the Covid-19 pandemic, with fewer restrictions on elective and deferrable procedures. Consequently, we achieved record sales of $1.257 billion, up $106.4 million or 9.2%, compared to 2022 sales of $1.151 billion. Our 2023 revenue results were driven primarily by stronger-than-anticipated demand for our products in the U.S. and more favorable than anticipated international sales trends, particularly in the EMEA and “Rest of World” regions.

In 2023, we completed the third and final year of the Foundations for Growth Program, a corporate transformation initiative with multi-year financial targets for growth and improved profitability delivering or exceeding each of the financial targets we outlined for the three-year period. On February 28, 2024, we introduced the “Continued Growth Initiatives” Program, which established new multi-year financial targets for the three-year period ending December 31, 2026.

In February 2023, we received FDA “Breakthrough Device Designation” for the SCOUT® MD™ Surgical Guidance System. The SCOUT MD expanded our portfolio of oncology products for breast and other soft tissue cancers. The SCOUT MD is the latest step in our ongoing commitment and leadership in advancing oncology care.

In June 2023, we completed the acquisition of a portfolio of dialysis catheter products and the BioSentry® Biopsy Tract Sealant System from AngioDynamics, Inc. (“AngioDynamics”) and acquisition of the Surfacer® Inside-Out® Access Catheter System from Bluegrass Vascular Technologies, Inc. (“Bluegrass”). These acquisitions strengthened our positions in the dialysis and biopsy markets and expanded the foundation of our growing specialty dialysis device offering, which includes the WRAPSODY™ Cell-Impermeable Endoprosthesis and the HeRO® Graft.

On December 8, 2023, we closed an offering of $747.5 million aggregate principal amount of 3.00% Convertible Senior Notes due 2029 (the “Notes”). We intend to use the proceeds from the Notes offering for general corporate purposes, which may include repayment or reduction of existing debt, sales and marketing activities, medical affairs and educational efforts, research and development, clinical studies, working capital, capital expenditures and investments in and acquisitions of other companies, products or technologies in the future.

During 2023, we also completed projects that resulted in the newest additions to our product lineup: BIG60 Alpha™ Inflation Device, Radial Length Merit Maestro® Microcatheters, Prelude Roadster® Guide Sheath Line Extensions, and the Micro ACE™ Advanced Micro-Access System, a novel addition to our Micro-Access lineup.

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Key financial results for the last five fiscal years are highlighted below:

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The results of our operating and financial performance over the past five years are illustrated in the tables above. Although our historic results are not a guarantee of future performance, we believe our performance during that five-year period positions us for sustainable growth in profitability going forward.

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Our operating and financial results were a significant factor in the deliberations of our Compensation Committee when evaluating the amount and form of compensation paid to our CEO and other NEOs. Our Compensation Committee believes there are multiple factors that have contributed to our financial and operating performance, particularly during the challenges of the past several years; however, two of the key factors have been our outstanding employees and the leadership provided by our CEO and other executive officers. Accordingly, the Compensation Committee seeks to implement and advance an executive compensation program that recognizes Company performance and individual contribution, while encouraging long-term motivation and retention. The Compensation Committee believes our executive compensation program has been instrumental in helping the Company sustain its strong financial performance over many years.

Our executive compensation programs specific to the NEOs are overseen by the Compensation Committee. In pursuit of our compensation philosophy and objectives, the Compensation Committee believes that the compensation packages provided to the NEOs should generally include both cash and equity-based compensation. Base pay and benefits are set at levels considered necessary to attract and retain qualified and effective executives. Variable incentive pay is used to align the compensation of the NEOs with our short-term business and performance objectives, such as income and overall financial performance. Equity awards are intended to motivate executives to create long-term shareholder value. Prior to 2019, equity awards to the NEOs consisted solely of stock options, but during 2019, the Compensation Committee determined to add awards of performance-based restricted stock units (PSUs) to our long-term equity incentive program and to base our short-term executive bonus program on the achievement of predetermined performance targets, with both adjustments effective in 2020. The PSUs and executive bonus targets are designed to increase the alignment of NEO compensation with the Company’s achievement of Board-approved performance measures and relative shareholder return. During 2021, the Compensation Committee, working with the Operating Committee, also provided oversight of the development and implementation of a Company-wide compensation and bonus program as part of our Foundations for Growth Program. Subsequent to the conclusion of each of the years of the Foundations for Growth Program, we distributed to Company employees payments pursuant to the compensation and bonus program.

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Executive Officers

In addition to Fred P. Lampropoulos (whose biography is included above under “Nominees for Election as Directors”), we have included the following information related to our other executive officers:

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to explain our philosophy and objectives underlying our executive compensation policies, the processes we follow in setting executive compensation, and the components of executive compensation that we utilize in compensating our NEOs, who are listed below.

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Process for Establishing Executive Compensation

Procedure

The Compensation Committee has oversight responsibility for establishing compensation practices for our CEO and the other NEOs. The Compensation Committee also reviews all compensation decisions for employees of the Company who are related to our CEO.

Performance reviews of the CEO are conducted by the Compensation Committee based on our performance during a given year, compared with our performance objectives, as well as other factors intended to maximize short-term and long-term shareholder value.

Performance reviews of the other NEOs are based on the CEO’s evaluation of individual officer and Company performance for that year, with the objective of maximizing shareholder value. With respect to the compensation levels for the other NEOs, the Compensation Committee considers input and recommendations from the CEO. The CEO makes recommendations concerning salary adjustments, short-term incentive bonus programs and long-term equity awards for the other NEOs, and the Compensation Committee considers those recommendations in determining the compensation of the other NEOs.

Role of Consultants

Since 2019, the Compensation Committee has engaged Pearl Meyer & Partners, LLC (Pearl Meyer), an independent compensation consulting firm, to review our executive officer and director compensation practices and advise the Compensation Committee with respect to those compensation practices, including salary, bonus, benefits and equity awards for our executive officers and retainers, meeting fees and equity awards for our directors. Representatives of Pearl Meyer meet regularly with the Compensation Committee and the Compensation Committee has generally evaluated and considered Pearl Meyer’s reports and recommendations.

During 2019 and 2020, the Compensation Committee consulted with Pearl Meyer to revise and update the Company’s executive compensation programs. The Compensation Committee engaged Pearl Meyer to help revise the Company’s executive composition practices to establish a long-term equity incentive program that was not based solely on the award of time-vesting stock options, but was based upon the achievement of pre-determined performance measures, utilizing a combination of stock options, PSUs and annual performance-based cash bonuses. Through this collaboration, the Compensation Committee adopted an executive compensation program which became effective during 2020 and continued through 2023. For 2023, this executive compensation program was comprised of an equity feature that aimed for an equity compensation mix of 60% PSUs and 40% stock options (vesting on a ratable basis over four years of service) and performance-based cash bonuses determined as a percentage of each executive officer’s base salary. This executive compensation program is designed to increase the alignment of executive compensation with the Company’s achievement of Board-approved performance measures, as discussed below.

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External Pay Comparisons

In its oversight of the compensation practices for our CEO and the other NEOs, the Compensation Committee reviews industry and peer compensation data for medical device companies to confirm that executive compensation is within an appropriate competitive range. The Compensation Committee considers external pay comparison data as a market check on its compensation decisions, but not for specific benchmarking. With input from Pearl Meyer, the Compensation Committee identified a peer group to guide its compensation decisions for 2023 executive compensation that consisted of the following companies: