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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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Filed by the Registrant [x]
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Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
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[ ] | Preliminary Proxy Statement
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[x] | Definitive Proxy Statement
[ ] | Definitive Additional Materials
[ ] | Soliciting Material under §240.14a-12
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Merit Medical Systems, Inc.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
[x] | No fee required.
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[ ] | Fee paid previously with preliminary materials
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[ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
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Notice and Proxy Statement 2024 Annual Meeting of Shareholders

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TO OUR SHAREHOLDERS:

April 2, 2024 It is my pleasure to invite you to participate in the 2024 Annual Meeting of Shareholders (including any adjournment of the meeting, the Annual Meeting) of Merit Medical Systems, Inc. (Merit or the Company), which will be held on May 15, 2024, at 2:00 p.m. (Mountain Time). The Annual Meeting will be held virtually, via live webcast, at www.virtualshareholdermeeting.com/MMSI2024. Shareholders will be able to attend the Annual Meeting, and submit questions and vote their shares during the Annual Meeting, from any location that has internet connectivity. There will be no physical in-person meeting; however, we hope you will attend the meeting virtually. For further information about how to attend the Annual Meeting via live webcast, and how to submit questions and vote your shares during the live webcast, please refer to the accompanying Proxy Statement or the Notice Regarding the Availability of Proxy Materials which was mailed to you (the Notice). We completed an impressive year of operating and financial performance in 2023. Importantly, we completed the final year of our Foundations for Growth Program, delivering or exceeding each of the financial targets we outlined for the three-year period ended December 31, 2023. We are proud of the team’s strong execution and relentless focus on this strategic endeavor. We hope you will participate in the Annual Meeting. The Company is providing access to the proxy materials for the Annual Meeting via the internet. Accordingly, you can access the proxy materials and vote prior to the Annual Meeting by visiting www.proxyvote.com. Instructions for accessing the proxy materials and voting are described in the Proxy Statement and in the Notice. Please review the proxy materials prior to voting. Your vote is important to all of us at Merit. I look forward to your virtual attendance at the Annual Meeting. FRED P. LAMPROPOULOS Chair of the Board of Directors, President, and Chief Executive Officer |  |
|  | “Importantly, we completed the final year of our Foundations for Growth Program, delivering or exceeding each of the financial targets we outlined for the three-year period ended December 31, 2023.”

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GUIDE TO PROXY STATEMENT

1 | Notice of 2024 Annual Meeting of Shareholders | ​ | Purpose of these materials: ​ On behalf of our Board of Directors, we are making these materials available to you in connection with our solicitation of proxies for our Annual Meeting. You are receiving this communication because you hold shares of Merit’s stock. ​ What we need from you: ​ Please read these materials and submit your vote and proxy by telephone, Internet or, if you received your materials by mail, by completing and returning your proxy card. We ask that you vote in advance as soon as practicable. ​ More information: ​ The Notice, this Proxy Statement and the accompanying form of proxy are first being mailed or made available to our shareholders on or about April 5, 2024. ​ This Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (Annual Report) are available online at: www.proxyvote.com. ​ You may also request a paper copy of the Annual Report, including the related financial statements and schedules, free of charge, by writing to the Corporate Secretary at the address below (principal executive offices of the company): ​ Merit Medical Systems, Inc. Attn: Corporate Secretary 1600 West Merit Parkway South Jordan, UT 84095
2 | Proxy Statement Summary | ​ | ​
5 | Corporate Governance and Related Matters | ​ | ​
5 | Proposal 1 – Election of Directors | ​ | ​
9 | Directors Whose Terms of Office Continue | ​ | ​
13 | Director Whose Term of Office Does Not Continue | ​ | ​
14 | Our Board of Directors | ​ | ​
26 | Sustainability | ​ | ​
30 | Director Compensation | ​ | ​
31 | Related Person Matters | ​ | ​
33 | Executive Compensation and Related Matters | ​ | ​
33 | Executive Summary | ​ | ​
38 | Compensation Discussion and Analysis | ​ | ​
57 | Proposal 2 – Advisory Vote on Executive Compensation | ​ | ​
58 | Executive Compensation Tables | ​ | ​
58 | Summary Compensation Table | ​ | ​
59 | Grants of Plan-Based Awards | ​ | ​
61 | Outstanding Equity Awards at Year End | ​ | ​
62 | Option Exercises and Stock Awards Vested | ​ | ​
62 | Non-Qualified Deferred Compensation | ​ | ​
63 | Potential Payments Upon Termination or Change in Control | ​ | ​
73 | CEO Pay Ratio | ​ | ​
74 | Proposal 3 – Approval of an amendment to increase the number of shares authorized for issuance under the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan | ​ | ​
80 | Audit Matters | ​ | ​
80 | Audit Committee Report | ​ | ​
81 | Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm | ​ | ​
82 | Stock Ownership and Trading | ​ | ​
82 | Principal Holders of Voting Securities | ​ | ​
84 | Other Proxy Information | ​ | ​
84 | Information About the Annual Meeting and Voting | ​ | ​
89 | Other Matters | ​ | ​
89 | Shareholder Proposals for Annual Meeting 2025 | ​ | ​
90 | Non-GAAP Financial Measures | ​ | ​

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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

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Date and Time | Access | Record Date
May 15, 2024 2:00 p.m. Mountain Time | Webcast www.virtualshareholdermeeting.com /MMSI2024 | March 18, 2024 Only shareholders of record on the Record Date may vote
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Items of Business

| Proposals | Board’s Recommendation | More Information
1 | Elect three directors, each to serve until 2027 | FOR each nominee | Page 5
2 | Non-binding, advisory vote to approve named executive officer compensation (“Say on Pay”) | FOR | Page 57
3 | Approve amendment to increase the number of shares authorized for issuance under the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan | FOR | Page 74
4 | Ratify appointment of Deloitte & Touche LLP as our independent registered public accounting firm | FOR | Page 81

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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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​ | By Order of the Board of Directors,
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​ | Brian G. Lloyd Chief Legal Officer and Corporate Secretary April 2, 2024

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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.

Voting Roadmap Even if you attend the Annual Meeting, you can vote in advance using a method below.
| Before the meeting go to: www.proxyvote.com During the meeting go to: www.virtualshareholdermeeting.com /MMSI2024. |  | 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 14, 2024 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 10, 2024 and such shares may not be voted during the meeting. Holders in “street name” must instruct their broker or nominee.
PROPOSAL 1: Election of Three Nominees for Director (See page 5)
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 57)
The Board of Directors recommends that you vote FOR this “Say-on-Pay” advisory proposal because our compensation program attracts top talent commensurate with our peers and reinforces our “Pay for Performance” philosophy. | The Board recommends a Vote FOR this proposal |
PROPOSAL 3: Approve an Amendment to Increase the Number of Shares Authorized Under the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan (See page 74)
The Board of Directors recommends that you vote FOR approval of the Third Amendment to the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan, which would increase the number of shares of Common Stock of the Company (the Common Stock) authorized for issuance under the Plan by 3,000,000 shares. The Board of Directors believes that in order to successfully attract and retain highly talented individuals, and to better align the interests of those individuals and the Company, we must continue to offer a competitive equity incentive program. The proposed increase in authorized shares under the Plan would allow Merit to continue its granting practices to key employees. | The Board recommends a Vote FOR this proposal |
PROPOSAL 4: Ratify Appointment of Independent Registered Public Accounting Firm (See page 81)
We have selected Deloitte & Touche LLP (Deloitte) to serve as our independent registered public accounting firm for the year ending December 31, 2024 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

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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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​ | ​ | Director | Term | ​ | Board Committees
Name, Primary Occupation | Age | Since | Expires | Independent | A | C | F | G | O
Fred P. Lampropoulos Chair, President & CEO of Merit | 74 | 1987 | 2024(1) | No | ​ | ​ | ​ | ​ | ●
STEPHEN C. EVANS Founder, Chairman & CEO of Flag Bridge Global Solutions, LLC; Rear Admiral (Ret.) and Former Special Advisor to the Commander, U.S. Navy | 59 | 2021 | 2024(1) | Yes | ● | ● | ​ | ​ | ​
SILVIA M. PEREZ President and General Manager, Commercial Branding and Transportation, 3M Company | 57 | - | (1)​ | Yes | (2)​ | (2)​ | (2)​ | (2)​ | (2)​
THOMAS J. GUNDERSON Retired Medtech Analyst at Piper Jaffray | 73 | 2017 | 2025 | Yes | ● | ​ | □ | ​ | ​
Laura S. Kaiser President & CEO of SSM Health | 63 | 2022 | 2025 | Yes | ​ | ​ | ​ | ● | ●
Michael R. McDonnell Chief Financial Officer of Biogen, Inc. | 60 | 2022 | 2025 | Yes | ● | ​ | ● | ​ | ​
F. ANN MILLNER, ED.D. Regents Professor of Health Administrative Services at Weber State Univ. | 72 | 2015 | 2025 | Yes | ​ | ● | ​ | □ | ​
LONNY J. CARPENTER Former Group President, Stryker Corporation | 62 | 2020 | 2026 | Yes | ​ | ● | ● | ​ | □
DAVID K. FLOYD Former Group President, Stryker Corporation | 63 | 2020 | 2026 | Yes | ​ | ​ | ​ | ● | ●
Lynne N. ward Former Executive Director of my529 (formerly Utah Educational Savings Plan) | 65 | 2019 | 2026 | Yes | □ | ​ | ● | ● | ​

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□: Committee Chair | A: Audit Committee | F: Finance Committee | O: Operating Committee
●: Committee Member | C: Compensation and Talent Development Committee | G: Governance and Sustainability Committee

(1) | If elected at the Annual Meeting, Messrs. Lampropoulos and Evans and Ms. Perez would serve terms expiring in 2027.

(2) | If Ms. Perez is elected at the Annual Meeting, the Board will determine her individual committee assignments.

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PROXY STATEMENT SUMMARY

Selected 2023 Highlights

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Revenue | ​ | ​ | Operating Cash Flow | ​ | ​ | 5-Year TSR (1)
$1.257 billion | ​ | ​ | $145 million | ​ | ​ | 36% ​

(1) | Reflects five-year cumulative total return of our Common Stock, as reported on the Nasdaq Global Select Market System (Nasdaq) for the period from December 31, 2018 to December 31, 2023. Past results are not necessarily an indicator of future performance.

Environment | ​ | ​ | Foundations for Growth
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 final year of our Foundations for Growth Program, delivering or exceeding each of the financial targets outlined for the three-year period ended December 31, 2023

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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 2023 annual meeting 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

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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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4 | Understand. Innovate. Deliver.TM

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CORPORATE GOVERNANCE AND RELATED MATTERS

CORPORATE GOVERNANCE AND RELATED MATTERS

| Governance Highlights
​ | ​ | The Board believes good governance is integral to achieving long-term value and is committed to governance policies and practices that benefit the Company and our shareholders. This belief is manifest in:
​ | ​ | ● Provided oversight and guidance to the Company’s management in the Company’s successful completion of the Foundations for Growth Program, through which the Company achieved or exceeded the three-year goals relating to revenue growth, operating margin expansion and free cash flow generation ● Continued enhanced focus on oversight of enterprise risk management, led by the Operating Committee of the Board (Operating Committee) ● Enhanced Board oversight of cybersecurity risk management and sustainable business practices ● Highly independent Board – Nine of our ten Directors are independent ● Under the direction of the Board’s Governance and Sustainability Committee (Governance Committee) continued Board refreshment practices - Six new directors or nominees since 2019, increasing gender and racial diversity - Added critical medical industry, cybersecurity and financial expertise | ● Developed and is providing oversight of a multifaceted succession plan in preparation for the anticipated transition in CEO responsibilities ● Strong and active lead independent director ● Majority voting for all directors ● Average Board tenure of independent directors is less than five and one-half years ● Completed the third phase of a three-year evaluation cycle focused on assessing and enhancing the effectiveness of the Board and its committees and members ● Enhanced Insider Trading Policy ● Regular executive sessions of independent directors ● Annual independent director evaluation of CEO ● Comprehensive code of ethics and corporate governance guidelines ● Robust stock ownership guidelines for directors and CEO ● No shareholder rights plan (“poison pill”) or dual class capitalization structure ● Annual “say-on-pay” advisory votes

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PROPOSAL 1: Election of Three Nominees for Director
The Board of Directors recommends that you vote FOR all three director nominees. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company. | The Board recommends a Vote FOR all nominees |

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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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CORPORATE GOVERNANCE AND RELATED MATTERS

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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6 | Understand. Innovate. Deliver.TM

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CORPORATE GOVERNANCE AND RELATED MATTERS

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:

​ ​ ​ 73 July 1987 Operating None 2024 ​ |  |  | ​ ​ : 76 November 2011 Compensation (Chair), ESG None B.A. (philosophy, economics), Columbia University; ​ 2024 ​ |
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FRED P. LAMPROPOULOS Chair, President, Chief Executive Officer ​ Age: 74 Director Since: July 1987 Committees: Operating Other Public Boards: None Term Expires: 2024 |  |  | REAR ADMIRAL (RET.) STEPHEN C. EVANS Independent Director ​ Age: 59 Director Since: June 2021 Committees: Audit, Compensation Other Public Boards: Alarm.com Holdings, Inc. Education: M.A., U.S. Naval War College (National Security Affairs), B.A., The Citadel Term Expires: 2024 |
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Career Highlights ● Chair of the Board, Chief Executive Officer (CEO) and President of the Company since its formation in 1987 ● Chair of the Board and President of Utah Medical Products, Inc. (medical device manufacturer), 1983 to 1987 ● Filed more than 300 domestic and international patents and applications on medical devices ● Serves on multiple community and advisory boards ● Recipient of numerous community and industry awards, including the 2019 Salt Lake Chamber of Commerce “Giant in our City” and 2003 and 2018 Utah Governor’s Medal for Science and Technology Qualifications of Particular Relevance to Merit The Board believes the Company benefits immensely from Mr. Lampropoulos’ experience as founder, President and CEO. He plays an essential role in communicating the expectations, advice, concerns and encouragement of the Board to our employees. Mr. Lampropoulos has a deep knowledge and understanding of the Company, as well as the industry and markets in which our products compete. Mr. Lampropoulos also performs an essential function as the Chair of the Board, providing decisive leadership and direction to the activities and deliberations of the Board. The Board also believes Mr. Lampropoulos’ leadership, drive and determination are significant factors in our growth and development and continue to be tremendous assets to the Company and its shareholders. | ​ | Career Highlights ● Served in the United States Navy, most recently as Special Advisor to the Commander, Naval Operations, before retiring in 2020. During more than 20 years of service in the United States Navy, Admiral Evans held a variety of leadership positions, including Senior Advisor, Deputy U.S. Military, NATO Military Committee; Commander, George H. W. Bush Carrier Strike Group; and Commander, Naval Service Training Command ● Served on diplomatic missions in over 64 countries, delivering results in international diplomacy and military relations to establish enduring, productive global partnerships ● Commanded U.S. naval forces in six operational theaters ● Served in a senior strategic advisory role to the 75th Secretary of the Navy ● Represented the U.S. in deliberations and actions of NATO, providing counsel to Heads of State in Europe and around the world Qualifications of Particular Relevance to Merit Admiral Evans possesses extensive experience in handling complex, international relationships. His prior leadership experiences, particularly within the last two decades, involved extensive cybersecurity oversight, and he has broad experience in anticipating and identifying cyber risks and digital vulnerabilities. Admiral Evans’ cybersecurity experience is of particular importance to the Company as we seek to secure our information technology and build secure and effective information systems and to assess and mitigate potential cybersecurity risk. Admiral Evans has extensive insight on geo-political matters, and the Board believes that, together with his experience in handling global partnerships, he can provide valuable counsel to the Company as it seeks to expand its operations and sales efforts across the globe.
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CORPORATE GOVERNANCE AND RELATED MATTERS

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​ ​ : 57 ​ None Pharmaceutical Chemist ], University of the Republic (Uruguay); Industrial Pharmacist, Federal University of Parana (Brazil) New Nominee ​ |
SILVIA M. PEREZ Independent Director Nominee ​ Age: 57 New Nominee Other Public Boards: None Education: Pharmaceutical Chemist, University of the Republic (Uruguay); Industrial Pharmacist, Federal University of Parana (Brazil) Term Expires: New Nominee |
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Career Highlights ● President and General Manager of Commercial Branding and Transportation business, a $2.6 billion revenue division of 3M Company, a multinational NYSE-listed company operating in the fields of healthcare, consumer goods and worker safety, 2023 to present ● President and General Manager of Commercial Solutions Division of 3M Company, an approximate $1.8 billion division, 2020 to 2023 ● Interim President of Acelity acquisition, overseeing the integration of Acelity into 3M Company, which was the largest acquisition in the history of 3M Company, 2019 to 2020 ● Various leadership roles within the healthcare business of 3M Company, both domestic and international, 1994 to 2019 ● Obtained Six Sigma Black Belt and Master Black Belt Certifications Qualifications of Particular Relevance to Merit Ms. Perez brings a 20-plus year career in the healthcare industry with a broad backgrounding spanning clinical, regulatory, operations, marketing, and business leadership. The Board believes her broad experience and proven track record of leadership success will enable her to provide valuable industry and organizational perspective to the Board and the Company’s management team. The Board also believes Ms. Perez’s first-hand experience with post-acquisition business integration will aid the Company in its strategic merger and acquisition endeavors. ​

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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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LONNY J. CARPENTER Independent Director ​ Age: 62 Director Since: June 2020 Committees: Operating (Chair), Compensation, Finance Other Public Boards: Novanta Inc. Education: B.S., United States Military Academy at West Point Term Expires: 2026 |  | ​ | DAVID K. FLOYD Independent Director ​ Age: 63 Director Since: June 2020 Committees: Governance and Sustainability, Operating Other Public Boards: None Education: B.S., Grace College Term Expires: 2026 ​ |
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Career Highlights ● Member of the Board of Directors (Lead Independent Director) of Novanta Inc., a manufacturer of precision photonic and motion control components and subsystems, 2018 to present ● Member of the Board of Directors of Orchid Orthopedics Solutions (a privately-owned orthopedic medical device outsourcing company), 2019 to present ● Member of the Board of Directors of The Boler Company, (a privately-owned auto part manufacturing company), 2019 to present ● Group President, Global Quality and Business Operations of Stryker Corporation, 2016 to 2019 ● Group President, Global Quality and Operations of Stryker, 2011 to 2016 ● President, Instruments and Medical Division of Stryker, 2006 to 2008 ● Captain in the U.S. Army and helicopter pilot having served in leadership roles for the 101st Airborne Division Qualifications of Particular Relevance to Merit The Board believes Mr. Carpenter’s broad business background and experience in setting enterprise-wide direction, experience in quality, manufacturing, procurement and logistics strategies from his tenure at Stryker provide the Board with practical, real-world knowledge and guidance and have strengthened the Company’s efficiency and cost-reduction initiatives. Mr. Carpenter’s business background and experience have been particularly beneficial to the Company in the course of his leadership of the Operating Committee and the development of our Foundations for Growth program. | ​ | Career Highlights ● Board Chair, Corin Group LTD, a privately-held global orthopedic enabling technology company, 2020 to present ● Board member and Operations Committee Chair of Health Outcomes Performance Company (HoPCo), a privately-owned musculoskeletal and value-based care company focused on transforming the patient care experience and improving the practice of medicine, 2020 to present ● Senior Advisor, Permira, a leading global private equity investment firm ● Group President, Orthopaedics, Stryker, 2012 to 2019 ● U.S. President and Worldwide President of Johnson & Johnson’s DePuy Orthopaedics, 2007 to 2011 Qualifications of Particular Relevance to Merit Mr. Floyd possesses more than 35 years of experience as a leader in the life sciences industry, including serving as president and CEO within several leading medical technology companies. Additionally, the Board believes Mr. Floyd’s nearly 20 years of general management experience provide the Board with expertise on a broad range of matters, including mergers and acquisitions, strategic planning, global business and operations, corporate governance and product commercialization. The Board believes Mr. Floyd’s industry and management experience have been particularly beneficial through his service on the Operating Committee and his guidance in the Company’s development of its Foundations for Growth program.

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THOMAS J. GUNDERSON Independent Director ​ Age: 73 Director Since: May 2017 Committees: Finance (Chair), Audit Other Public Boards: TransMedics Group, Inc. Education: B.A. (biology focus), Carleton College; M.S. (cell biology), University of Minnesota; M.B.A., University of St. Thomas Term Expires: 2025 |  |  | LAURA S. KAISER Independent Director ​ Age: 63 Director Since: May 2022 Committees: Governance and Sustainability, Operating Other Public Boards: None Education: B.S. (health sciences management), University of Missouri; M.B.A., Saint Louis University; Masters of Health Administration, Saint Louis University Term Expires: 2025 |
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Career Highlights ● Member of the Board of Directors of TransMedics Group, Inc., a medical technology company focused on developing organ transplant therapy for end-stage organ failure patients, 2019 to present ● Vice Chair of the Board of Directors of the Minneapolis Heart Institute Foundation, (Director from 2011 to present, Chair from 2015 to 2020) ● Executive in Residence at the University of Minnesota’s Medical Industry Leadership Institute, 2016 to present ● Member of American Heart Association Science and Technology Accelerator Committee, 2015 to 2017 ● Managing Director and senior research analyst at Piper Jaffray (focus on medical technology companies), 1992 to 2016 ● Project Director at American Medical Systems (private medical device company acquired by Pfizer in 1983), 1979 to 1992 ● Recognized by several industry publications, including the Wall Street Journal, Institutional Investor, First Call, Thomson Reuters, and Medical Device and Diagnostic Industry (e.g., in 1996 and 2000, he was named an All-Star Analyst for medical stocks by the Wall Street Journal and in 2014, Thomson-Reuters named him “Top Stock Picker” in the medical technology sector) Qualifications of Particular Relevance to Merit Mr. Gunderson provides the Board with more than 25 years of substantive experience in the medical device industry, with a seasoned perspective on the challenges, trends and opportunities of publicly-traded medical device manufacturers, as well as a keen understanding of the Company’s competitive position within its industry. Mr. Gunderson also contributes a strong background in financial and economic analysis and valuable insights regarding business development and acquisition opportunities. Mr. Gunderson’s financial background and industry experience have been beneficial in his service as the Chair of the Finance Committee of the Board (Finance Committee). | ​ | Career Highlights ● President and Chief Executive Officer of SSM Health, an integrated multi-state health system with more than 40,000 employees and 24 hospitals, medical group, health plan and pharmacy benefit management company, 2017 to present ● Chairperson of Catholic Health Association of the United States, representing more than 600 hospitals and 1,600 long-term care and other health facilities in all 50 states, 2018 to present ● Board Director, American Hospital Association, 2024 to present ● Served on the Board of Directors for Nuance Communications, a multinational computer technology company acquired by Microsoft Corp., 2017-2022 ● Previously served as the Chief Operating Officer of Intermountain Health, an integrated multi-state health system with 24 hospitals, 2012 to 2017 ● Named one of the “100 Most Influential People in Healthcare” by Modern Healthcare for the past five years Qualifications of Particular Relevance to Merit Ms. Kaiser is a seasoned executive with more than 35 years of experience in the healthcare industry. The Board believes her senior leadership experience in healthcare and her consistent delivery of operational results, strategic expertise, market growth and innovative partnerships with organizations such as Stanford University and Costco, United Health Group/Optum and Costco, enable her to provide valuable industry and organizational perspective to the Board and the Company’s management team. The Board also believes Ms. Kaiser’s deep industry experience allows her to provide insight regarding merger and acquisition opportunities and transactions, regulatory initiatives and compliance, and governmental policies.
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MICHAEL R. MCDONNELL Independent Director ​ Age: 60 Director Since: May 2022 Committees: Audit, Finance Other Public Boards: None Education: B.S. (accounting), Georgetown University Term Expires: 2025 |  |  | F. ANN MILLNER, Ed.D. Lead Independent Director ​ Age: 72 Director Since: July 2015 Committees: Governance and Sustainability (Chair), Compensation Other Public Boards: None Education: B.S. (education), University of Tennessee; M.S. (allied health education and management), Southwest Texas State University; Ed.D (education administration), Brigham Young University; Completed medical technology program, Vanderbilt University Term Expires: 2025 |
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Career Highlights ● Chief Financial Officer of Biogen Inc, a multinational Nasdaq-listed company engaged in discovering, developing, and delivering therapies for people living with serious and complex diseases, 2020 to present ● Executive Vice President and Chief Financial Officer of IQVIA Holdings Inc., a global provider of advanced analytics, technology solutions and contract research services to the life sciences industry, 2015 to 2020 ● Executive Vice President and Chief Financial Officer of Intelsat, a global provider of satellite services, 2008-2015 ● Chief Operating Officer (2006-2008) and Chief Financial Officer (2004-2008) of MCG Capital Corporation, a publicly-held commercial finance company, 2004 to 2008 ● Chief Financial Officer of EchoStar Communications Corporation (dba Dish Network), a satellite television provider, 2000 to 2004 ● Partner of PricewaterhouseCoopers, LLP, 1996 to 2000, other positions, PricewaterhouseCoopers, LLP, 1986-1996 ● Director of Catalyst Health Solutions, Inc., a publicly held pharmacy benefits management company, 2005 to 2012 ● Certified public accountant Qualifications of Particular Relevance to Merit Mr. McDonnell is a financial executive with more than 35 years of experience providing financial and accounting advice and oversight to life science and technology companies. The Board believes Mr. McDonnell’s depth of understanding of financial management, accounting principles and practices, capital markets and financing transactions strengthen the Board’s oversight of the Company’s finance and accounting policies, procedures and practices. The Board also believes Mr. McDonnell’s industry experience enables him to contribute to the Board’s evaluation and oversight of merger and acquisition and capital funding transactions, as well as the Company’s investor relations and shareholder outreach efforts. | ​ | Career Highlights ● Regents Professor and Professor of Health Administrative Services at Weber State University, 2013 to present ● Member of the Utah State Senate (member of multiple committees and subcommittees), 2015 to present ● Member of Utah Governor's Task Force on Educational Excellence, 2015 to present ● Member of Board of Trustees of Intermountain Health (integrated multi-state health system), 2005 to present ● President of Weber State University, 2002 to 2012 (first female president of a Utah state university) ● Vice President of University Relations at Weber State University, 1993 to 2002 ● Associate Dean of Continuing Education and Assistant Vice President of Community Partnerships at Weber State University, 1985 to 1993 Qualifications of Particular Relevance to Merit The Board believes Dr. Millner's qualifications to serve as a director of the Company include her executive leadership skills and her experience in the areas of organizational administration, operations and financial management, and business strategy. Those skills and experience have been particularly valuable to the Company in the course of Dr. Millner’s service as Lead Independent Director and Chair of our Governance and Sustainability Committee. During her service, Dr. Millner has played a significant role in the development of our corporate governance practices and engagement with our shareholders.
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LYNNE N. WARD Independent Director ​ Age: 65 Director Since: August 2019 Committees: Audit (Chair), Finance; Governance and Sustainability Other Public Boards: None Education: B.S. University of Utah (Accounting) Term Expires: 2026 |  | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ |
Career Highlights ● Executive Director of my529 (formerly known as the Utah Educational Savings Plan), offering municipal fund securities, 2004 to 2019. Underlying investments were with Vanguard, Dimensional, PIMCO, Sallie Mae Bank and U.S. Bank. ● Member of the University of Utah’s Investment Advisory Committee, 2018 to present ● Member of the Board of Directors of the Blue Healthcare Bank, 2007 to 2009 ● Member of the Board of Directors of Stampin’ Up!, 2010 to 2016 ● Director of the National Association of Corporate Directors (Utah Chapter), 2017 to present ● Walker Institute at Weber State University board of directors, 2012 to present ● Senior leader and advisor to Utah governors Olene S. Walker and Michael O. Leavitt ● Senior leader for Utah state government’s central accounting office and Utah State Auditor’s Office ● Certified public accountant Qualifications of Particular Relevance to Merit Ms. Ward demonstrated her diverse skills by creating and leading my529’s rapid growth of $950 million to $14 billion assets under management. The Board believes her high standards, strategic foresight and business development fueled that growth. Her cost management, and investment and marketing innovations of a highly regulated product led to year-over-year Gold ratings from Morningstar. The Board believes Ms. Ward has strong career experience, including financial oversight capabilities and leadership of a rapidly growing organization. The Board believes her contributions strengthen the Company’s strategic direction while encouraging operational excellence. The Board also recognizes the valuable perspective and significant service Ms. Ward provides to the Company as Chair of the Audit Committee of the Board (Audit Committee). | ​ |

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Director Whose Term of Office Does Not Continue

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A. SCOTT ANDERSON Independent Director ​ Age: 77 Director Since: November 2011 Committees: Compensation (Chair), Governance and Sustainability Other Public Boards: None Education: B.A. (philosophy, economics), Columbia University; M.S. (economics, international studies), Johns Hopkins University Term Expires: 2024 ​ |  | ​ | ​ | ​
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Career Highlights ● President and CEO of Zions First National Bank (150-year old commercial bank based in the Intermountain West U.S.), 1990 to present ● Chair Emeritus of the American Bankers Association, 2022 to present (Chair, 2021-2022) ● Member of Board of Trustees of Intermountain Healthcare (integrated multi-state healthcare system), 2005 to present (Chair, 2012 to 2018) ● Director of the Federal Reserve Bank of San Francisco (Salt Lake City Branch), 2003 to 2008 Service to Merit Mr. Anderson brought more than 40 years of experience in the banking and financial services industries to the Board deliberations. The Board believes Mr. Anderson provided insight regarding national and international financial and credit markets, as well as lending practices, which have been valuable to our growth strategy. Mr. Anderson also contributed extensive business and corporate governance experience to the strategic planning and operational discussions of the Board. Mr. Anderson’s business and corporate governance experience have been instrumental in the deliberations of the Compensation Committee, which he chaired, the refinement of our executive compensation practices and the enhancement of our human resource and talent development efforts. ​ Because Mr. Anderson has reached the age at which our 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. | ​ | ​ | ​
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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:

​ |  |
​ | Board meetings and executive sessions | ● Authority to call meetings of the independent directors ● Presides at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors
​ | Communicating with management | ● Serves as principal liaison between the Chair and the independent directors
​ | Agendas | ● Contributes to the development of and approves meeting agendas for the Board and information sent to the Board by the Chair, including supporting materials
​ | Meeting Schedules | ● Approves meeting schedules for the Board and its committees to facilitate sufficient time for discussion of all agenda items
​ | Communicating with Shareholders | ● Ensures availability for consultation and direct communication with major shareholders of the Company upon reasonable request

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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:

● | demonstrated management ability at senior levels in successful organizations;

● | current or recent employment in positions of significant responsibility and decision-making;

● | expertise in leading rapidly growing multi-national oragnizations; or

● | current and prior experience related to anticipated Board and committee responsibilities in other areas of importance to the Company.

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:

● | diversity;

● | gender;

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● | age;

● | skills;

● | integrity and moral responsibility;

● | policy-making experience;

● | ability to work constructively with our management and other directors;

● | capacity to evaluate strategy and reach sound conclusions;

● | availability of time to devote to the Board; and

● | awareness of relevant social, political, and economic trends affecting the Company.

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

​ ​ ​ ​ ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
​ | A. Scott Anderson | Lonny J. Carpenter | Stephen C. Evans | David K. Floyd | Thomas J. Gunderson | Laura S. Kaiser | Fred P. Lampropoulos | Michael R. McDonnell | F. Ann Millner, ED.D. | Lynne N. Ward | Silvia M. Perez
Board Tenure | 13 | 4 | 3 | 4 | 7 | 2 | 37 | 2 | 9 | 5 | Nominee
Age | 77 | 62 | 59 | 63 | 73 | 63 | 74 | 60 | 72 | 65 | 57
Leadership experience | ● | ● | ● | ● | ​ | ● | ● | ● | ● | ● | ​
Financial transactions | ● |  |  |  | ● | ​ | ● | ● | ​ | ​ | ​
Financial management | ● |  | ​ |  | ● | ● |  | ● | ● | ● |
Global strategic planning |  |  | ● | ● | ​ |  | ● |  |  | ​ | ●
Medical device industry knowledge |  | ● | ​ | ● | ● | ​ | ● | ​ | ​ | ​ | ●
R&D innovation |  | ​ | ​ | ​ |  | ​ | ● |  | ​ | ​ |
Marketing & sales | ​ | ​ | ​ | ● | ​ | ​ | ​ |  | ​ | ​ | ●
Operations |  | ● | ​ | ​ |  | ● |  |  | ​ | ​ | ●
Governance & regulatory | ​ | ● | ​ | ​ | ​ | ​ | ​ | ​ | ● | ​ |
Investor & stakeholder relations | ​ | ​ | ​ | ​ | ● | ​ | ● | ● | ​ | ​ |
Digital, data & analytics | ​ | ​ | ● | ​ | ​ | ​ | ​ | ​ | ​ | ● | ​
IT systems & cybersecurity | ​ | ​ | ● | ​ | ​ | ​ | ​ | ​ | ​ | ● |
Talent management & compensation | ● |  |  |  | ​ | ● |  |  | ● | ​ |

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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)

Board Size
Total Number of Directors | 10
| Female | Male | Non-Binary | Did Not Disclose Gender
Part I: Gender Identity
Directors | 3 | 7 | - | -
Part II: Demographic Background
African American/Black | - | 1 | - | -
Alaskan Native or Native American | - | - | - | -
Asian | 1 | - | - | -
Hispanic or Latinx | - | - | - | -
Native Hawaiian or Pacific Islander | - | - | - | -
White | 2 | 6 | - | -
Two or More Races or Ethnicities | - | - | - | -
LGBTQ+ | -

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Shareholder Recommendations The Governance Committee considers properly submitted director-nominee recommendations from shareholders prior to the issuance of the proxy statement for the next annual meeting of shareholders. Materials provided by a shareholder in connection with such a recommendation are forwarded to the Governance Committee. In evaluating those recommendations, the Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria described above. Any shareholder wishing to recommend a candidate for consideration by the Governance Committee should submit a recommendation in writing indicating the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as a director. | ​ | ​ |  | We want to hear from you
|  |  | Interested shareholders should send recommendations to: Merit Medical Systems, Inc. Attn: Brian G. Lloyd, Corporate Secretary 1600 West Merit Parkway South Jordan, Utah 84095

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Board and Committee Meetings and Responsibilities

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In 2023, the Board met 11 times. Directors are expected to attend regular Board meetings, Board committee meetings and annual shareholder meetings. The independent directors met in executive session four times during 2023. As further described below, the Board has a standing Audit Committee, Compensation Committee, Governance Committee, Finance Committee and Operating Committee. The Company believes each of the directors serving on the Audit, Compensation, Finance and Governance Committees is an “independent director” for purposes of the Nasdaq Marketplace Rules and that each of the directors serving on the Compensation Committee is a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (Exchange Act). | ​ | ​ | ≥75% All directors attended at least 75% of the total number of meetings of the Board and of any committee on which he or she served.

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Audit Committee
Members | Primary Responsibilities | # of Meetings in 2023
Lynne N. Ward (Chair) Stephen C. Evans Thomas J. Gunderson Michael R. McDonnell ​ The Board has determined that Ms. Ward and Messrs. Gunderson and McDonnell are audit committee financial experts, as defined in Item 407(d) of Regulation S-K under the Exchange Act. ​ ​ | The Audit Committee meets to review and discuss our accounting practices and procedures and quarterly and annual financial statements with our management and independent public accountants. The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and reporting practices. The Audit Committee’s primary duties include: ● reviewing the scope and adequacy of internal accounting and financial controls; ● reviewing the independence of our independent registered public accounting firm; ● approving the scope and results of the audit activities of our independent accountants; ● approving fees of, and non-audit related services by, our independent accountants; ● in coordination with the Operating Committee, reviewing our risk management program with respect to financial and accounting practices, information technology and cybersecurity; ● reviewing the objectivity and effectiveness of our internal audit function; ● reviewing our financial reporting activities and the accounting standards and principles followed; and ● reviewing and approving related-person transactions. | 9

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Compensation and Talent Development Committee
Members | Primary Responsibilities | # of Meetings in 2023
A. Scott Anderson* (Chair) Lonny J. Carpenter Stephen C. Evans F. Ann Millner, Ed. D. | The Compensation Committee is responsible for overseeing, reviewing and approving executive compensation and benefit programs of the Company, as well as the Company’s talent development and executive succession planning activities. Additional information regarding the functions, procedures and authority of the Compensation Committee is provided in the Compensation Discussion and Analysis beginning on page 38 below. The Compensation Committee Report appears on page 56 below. | 5

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Finance Committee
Members | Primary Responsibilities | # of Meetings in 2023
Thomas J. Gunderson (Chair) Lonny J. Carpenter Michael R. McDonnell Lynne N. Ward | The Finance Committee assists the Board with oversight of the Company’s financial management, including oversight of the Company’s financing and capital structure objectives and plans; and the following: ● the Company’s merger and acquisition strategy; ● the Company’s investment programs and practices, including international cash management; ● the Company’s strategic planning and activities; and ● the Company’s tax strategy and structure. | 5
​ Governance and Sustainability Committee
Members | Primary Responsibilities | # of Meetings in 2023
F. Ann Millner, Ed.D. (Chair) A. Scott Anderson* David K. Floyd Laura S. Kaiser Lynne N. Ward | The Governance Committee is responsible for oversight of (1) the Company’s corporate governance practices, including the practices set forth in our Governance Guidelines and the Company’s director nomination process and procedures, (ii) the Company’s practices with respect to environmental sustainability and (iii) matters impacting the Company’s image and reputation and its standing as a responsible corporate citizen. As discussed earlier, the Governance Committee selects, evaluates and recommends to the full Board qualified candidates for election to the Board. The Governance Committee also provides oversight of our sustainable business practices. | 8

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Operating Committee
Members | Primary Responsibilities | # of Meetings in 2023
Lonny J. Carpenter (Chair) David K. Floyd Laura S. Kaiser Fred P. Lampropoulos | The Operating Committee’s primary purpose is to work with the Company’s management to establish operating targets for the business (subject to approval of the Board). Management reports to the Operating Committee on its progress to achieve the operating targets approved by the Board. The Operating Committee played a significant role in the development and oversight of our Foundations for Growth program, as well as the development of our Continued Growth Initiatives program. The Operating Committee also provides oversight of our enterprise risk management program and coordinates oversight of particular risk areas with the other Board committees to which those areas of risk are delegated. | 10

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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:

● | Identified experience and skills which would enhance the Board’s ability to fulfill its duties and responsibilities and recruited and nominated an individual whom the Board believes will contribute that experience and those skills;

● | Reviewed and amended the Governance Guidelines to strengthen our corporate governance practices, including enhancing the emphasis on director education, increasing the responsibilities of the Lead Independent Director, establishing a requirement that not less than 60% of the members of the Board shall be independent directors, requiring the independent directors to review the Company’s Corporate Policy on Insider Trading (Insider Trading Policy) and provide oversight of a written report provided by the Company’s Chief Legal Officer to the Board, adopting a policy regarding rotation of the Audit Committee Chair, implementing additional practices with respect to the Company’s ethics hotline and providing for regular reporting of the Company’s Chief Legal Officer and Chief Compliance Officer to the Board;

● | Continued to encourage and provide oversight of expanded sustainable business practices;

● | Continued and refined the Company’s long-term equity programs designed to increase the alignment of our executive compensation with Company performance; and

● | Enhanced oversight of the Company’s enterprise risk management practices, under the direction of the Operating Committee

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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Governance Materials The following materials relating to corporate governance are available via our website at: www.merit.com/investors/corporate-governance-leadership/
● Code of Business Conduct and Ethics | ● Code of Ethics for CEO and Senior Financial Officers
● Corporate Governance Guidelines | ● Compensation Committee Charter
● Audit Committee Charter | ● Governance Committee Charter
● Operating Committee Charter | ● Finance Committee Charter

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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

As contemplated by the Code of Conduct, we maintain an ethics hotline that enables our employees, vendors, customers, and shareholders, as well as other interested parties, to submit confidential and anonymous reports of suspected or actual violations of the Code of Conduct or other issues of concern to those parties. The Audit Committee regularly reviews all complaints we receive through the ethics hotline. | ​ | ​ |  | Merit Ethics Hotline
|  |  | Our ethics hotline may be accessed: ● by telephone at (844) 637-6753 ● online at www.merit.ethicspoint.com

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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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Governing Body: | Board of Directors | Corporate Sustainability Council | Enterprise Opportunity Management | Sustainability Management
Lead by: | Chair and Chair of Governance Committee | Chair, President and CEO | Director, Enterprise Risk Management | Vice President, ESG
Organization Participants: | Directors, facilitated by the Governance Committee | Chief Operating Officer Chief Financial Officer Senior Vice Presidents of business functions Vice Presidents of business segments | Vice Presidents of business segments | Directors and Senior Managers responsible for functions related to specific sustainability management and goals
Functions & Oversight: | Monitors the Company’s adherence to corporate governance policies, including the Governance Guidelines, oversight of the Company’s practices with respect to environmental sustainability, oversight of matters impacting the Company’s image and reputation and its standing as a responsible corporate citizen and other responsibilities required by applicable laws and regulations. ​ | Oversees the sustainability program and enables business segment and functions to pursue and implement opportunities and practices that support the sustainability policy | Oversees enterprise risk management and opportunities to inform executive leadership and the Board of Directors on risk management efforts and provides a forum to review and guide enterprise sustainability initiatives and provide input on sustainability program execution. ​ | Reviews progress to targets and opportunities for program enhancement and shares internal and external insights and best practices. ​

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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.

​ ​ ​ ​ ​ | ​ | ​ | ​
Director Retainers | ​ | ​ | ​
Lead Independent Director | ​ | $ | 116,000
Other Directors | ​ | $ | 86,000
Audit Chair | ​ | $ | 20,000
Compensation Chair | ​ | $ | 15,000
Governance Chair | ​ | $ | 15,000
Finance Chair | ​ | $ | 15,000
Operating Chair | ​ | $ | 15,000

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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:

​ | ​ | ​ ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ ​ | ​
Name (1) |  | Fees Earned or Paid in Cash ($) |  | Stock Awards ($) (2) |  | Non-Equity Incentive Plan Compensation ($) |  | All Other Compensation ($) |  | Total Compensation ($)
A. Scott Anderson | ​ | 101,000 | ​ | 189,985 | ​ | — | ​ | — |  | 290,985
Lonny J. Carpenter | ​ | 101,000 |  | 189,985 | ​ | — |  | — | ​ | 290,985
Stephen C. Evans | ​ | 86,000 | ​ | 189,985 | ​ | — | ​ | — | ​ | 275,985
David K. Floyd |  | 86,000 |  | 189,985 |  | — |  | — |  | 275,985
Thomas J. Gunderson |  | 101,000 | ​ | 189,985 | ​ | — |  | — |  | 290,985
James T. Hogan(3) |  | 43,000 | ​ | — |  | — |  | — |  | 43,000
Laura S. Kaiser |  | 86,000 | ​ | 189,985 | ​ | — | ​ | — | ​ | 275,985
Michael R. McDonnell | ​ | 86,000 | ​ | 189,985 | ​ | — | ​ | — | ​ | 275,985
F. Ann Millner, Ed.D. |  | 131,000 | ​ | 189,985 | ​ | — |  | — |  | 320,985
Lynne N. Ward |  | 106,000 | ​ | 189,985 | ​ | — |  | — |  | 295,985

(1) | Fred P. Lampropoulos served as a director of the Company during 2023 but is not identified in the foregoing director summary compensation table because of his dual status as an NEO and director. Information regarding Mr. Lampropoulos’ 2023 compensation can be found under “Executive Compensation” below.

(2) | The amounts shown for stock awards reflect the aggregate grant date fair value of restricted stock units granted to the non-employee directors in 2023. We calculated these amounts in accordance with financial statement reporting rules, using the same assumptions we used for financial statement reporting purposes pursuant to our long-term incentive plans. Assumptions used in the calculation of these amounts are included in footnotes to our Annual Report. As of December 31, 2023, all current non-employee directors held 2,262 restricted stock units. As of December 31, 2023, non-employee directors held outstanding options for the following number of shares: Mr. Anderson, 21,250; Mr. Gunderson, 71,25 0; Dr. Millner, 66,250; and Ms. Ward, 5,433.

(3) | James T. Hogan served as a director of the Company until the expiration of his term on May 18, 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:

● | grants of stock options made by the Board or any committee thereof or pursuant to an automatic grant plan; and

● | payment of compensation authorized by the Board or any committee thereof.

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 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:

(1) | Non-GAAP net income, non-GAAP gross margin and non-GAAP earnings per share are non-GAAP financial measures. A reconciliation of non-GAAP financial measures used in this Proxy Statement to their most directly comparable GAAP financial measures is included under the heading “Non-GAAP Financial Measures” below.

​

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.

Compensation Philosophy | ​ | The primary objectives of our compensation programs are:
Under the oversight of the Compensation Committee, our compensation philosophy is to offer compensation programs to the NEOs that align the interests of management and shareholders for the purpose of maximizing shareholder value, while considering the interests of other significant stakeholders such as employees, patients, customers, business partners and the communities in which we operate. | ​ | 1 | focus executives on achieving or exceeding measurable performance targets;
| ​ | ​ | ​
| ​ | 2 | influence executives to lead our employees in the implementation of cost-saving plans;
| ​ | ​ | ​
| ​ | 3 | continue our entrepreneurial spirit;
| ​ | ​ | ​
| ​ | 4 | attract and retain highly-qualified and motivated executives; and
| ​ | ​ | ​
| ​ | 5 | promote a highly ethical environment and maintain health and safety standards.

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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​ | ​ | ● ● ● ● | ● ● ● ● ● ● ●
| Selected 2023 Highlights
​ | ​ | ● Achieved strong operating and financial results, including: - record revenues in excess of $1.25 billion, representing nearly 10% year-over-year constant currency revenue growth; - non-GAAP operating margin year-over-year improvement of 120 basis points; and - strong free cash flow generation of more the $110 million ● Completed the third and final year of the Foundations for Growth program, in which we achieved or exceeded the goals relating to revenue growth, operating margin expansion and free cash flow generation. In particular, under the direction of our CEO and other NEOs, during the three-year period we achieved: - compound annual revenue growth of nine percent, exceeding our Foundations for Growth target; - operating margin improvement of 440 basis points; and - cumulative free cash flow during the three-year period of approximately $300 million ● Issued $747.5 million aggregate principal amount of 3.00% Convertible Senior Notes due 2029 ● Completed the acquisitions of (i) a dialysis catheter portfolio and the BioSentry Biopsy Tract Sealant System from AngioDynamics and (ii) the Surfacer Inside-Out Access Catheter System from Bluegrass ● Achieved cumulative total return on our Common Stock from December 31, 2018 to December 31, 2023 of approximately 36% (1) ● 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 | ● Based upon the Company’s achievement of the Foundations for Growth performance measures, we distributed to Company employees payments under our Company-wide compensation and bonus program designed to increase the alignment of employee compensation with the Company’s achievement of those measures. In March 2024 we distributed to Company employees additional bonus payments based upon the Company’s successful completion of those performance measures for the third year of the Foundations for Growth program ● Developed the Company’s next three-year strategic plan, known as the Continued Growth Initiatives Program, reflecting our commitment to position the Company for long-term, sustainable growth and enhanced profitability, which was publicly announced on February 28, 2024 ● Received FDA Breakthrough Device Designation for the SCOUT® MDTM Surgical Guidance System ● Continued initiatives to move toward higher-margin therapeutic products ● Completed enrollment in the WAVE pivotal study to support the projected launch of the Wrapsody Cell-Impermeable Endoprosthesis in the United States of America ● Completed preparations for first enrollment in the MOTION Trial, designed to expand indications for our Embosphere® Microspheres ● Continued company-wide efforts to (i) improve employee training, health and safety and (ii) reduce our environmental footprint by implementing new programs to reduce waste, conserve resources, and improve the areas where we do business ​

(1) | Reflects five-year cumulative total return of our Common Stock, as reported by Nasdaq for the period from December 31, 2018 to December 31, 2023. Past results are not necessarily an indicator of future results.

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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:

| RAUL PARRA | Chief Financial Officer and Treasurer
| Age: 46 Current Position Since: July 2018 Highlights: ● Previous positions at Merit include, Vice President of Accounting, Corporate Controller and Director of Financial Reporting ● Before joining Merit, held various audit and managerial positions at Deloitte & Touche, LLP ● Director and Audit Committee chair, American Express National Bank, 2022 to present
Education: B.S. (business administration with accounting emphasis), Sonoma State; Certified Public Accountant (Inactive) |

​

​

| JOSEPH C. WRIGHT | Chief Commercial Officer
| Age: 54 Current Position Since: October 2022 Highlights: ● Oversees commercial activities in all global markets ● Previous positions at Merit include (a) President, International Division, (b) President, Technology Group – overseeing Merit OEM, Merit Sensor Systems, Inc. and Merit’s coating division, (c) Vice President of Marketing, and (d) Vice President, International – responsible for sales in Canada, Asia Pacific, and Latin America, 2005 to 2015 ● Before joining Merit, held sales, marketing and business development positions with several companies, including Motorola and Micron ● Mr. Wright is the brother-in-law of Fred P. Lampropoulos, Merit’s Chair of the Board, President and CEO
Education: B.A., (political science), Columbia University; M.B.A., (finance) Columbia University; Speaks Japanese |

​

​

| NEIL W. PETERSON | Chief Operating Officer
| Age: 58 Current Position Since: April 2022 Highlights: ● More than 28 years of service to Merit and its shareholders ● Previous positions at Merit include Vice President Operations
Education: B.S. (electronic engineering), Weber State University |

​

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​

| BRIAN G. LLOYD | Chief Legal Officer, Corporate Secretary
| Age: 63 Current Position Since: April 2016 Highlights: ● Practiced as an attorney, specializing in corporate governance, securities regulation and mergers & acquisitions, with the law firm of Parr Brown Gee & Loveless, PC in Salt Lake City, Utah for more than 20 years ● Also practiced law in those areas of specialization as a partner with the law firm of Stoel Rives, LLP for four years
Education: B.S. (finance), Brigham Young University; J.D., Columbia Law School |

​

​

| MICHEL J. VOIGT | Chief Human Resources Officer
| Age: 51 Current Position Since: December 2020 Highlights: ● Former Chief Human Resources Officer of Mavenir Systems, Inc. from 2017-2020 ● Over 20 years of experience in human resources management in various positions at Galderma/Nestle Skin Health, Lexicon Pharmaceuticals Incorporated, and Verizon
Education: B.S. (business administration and management), Oklahoma State University |

​

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.

​
The Summary Compensation Table and other compensation tables under “Executive Compensation Tables” below should be read in conjunction with this section.

​

​ | ​
Named Executive Officer | Position
Fred P. Lampropoulos | Chair, CEO and President
Raul Parra | Chief Financial Officer and Treasurer
Joseph C. Wright | Chief Commercial Officer
Neil W. Peterson | Chief Operating Officer
Brian G. Lloyd | Chief Legal Officer and Corporate Secretary

​

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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:

| ​ | ​ |  | ​ | ​ |
​ | ​ | ​ | ​ | ​
Company | ​ | Revenue(1) (dollars in millions) | ​ | Market Capitalization at August 15, 2023 (dollars in millions)
CONMED Corporation | ​ | ​ | 1,139 | ​ | ​ | 3,440
Globus Medical, Inc. | ​ | ​ | 1,097 | ​ | ​ | 5,736
ICU Medical, Inc. | ​ | ​ | 2,294 | ​ | ​ | 3,396
Inari Medical, Inc. | ​ | ​ | 439 | ​ | ​ | 3,919
Insulet Corporation | ​ | ​ | 1,465 | ​ | ​ | 15,296
Integer Holdings Corporation | ​ | ​ | 1,494 | ​ | ​ | 2,978
Integra LifeSciences Holdings Corporation | ​ | ​ | 1,545 | ​ | ​ | 3,544
LivaNova Plc | ​ | ​ | 1,085 | ​ | ​ | 2,979
Masimo Corporation | ​ | ​ | 2,187 | ​ | ​ | 5,852
Nevro Corp | ​ | ​ | 419 | ​ | ​ | 709
NuVasive, Inc.(2) | ​ | ​ | 1,226 | ​ | ​ | 2,086
Penumbra, Inc. | ​ | ​ | 938 | ​ | ​ | 9,998
QuidelOrtho Corporation | ​ | ​ | 3,162 | ​ | ​ | 4,989
Shockwave Medical, Inc. | ​ | ​ | 617 | ​ | ​ | 8,256
Teleflex Incorporated | ​ | ​ | 2,899 | ​ | ​ | 10,543
​ | ​ | ​ | ​ | ​ | ​ | ​
Median | ​ | $ | 1,226 | ​ | $ | 3,919
Merit Medical Systems, Inc. | ​ | $ | 1,198 | ​ | $ | 3,942

(1) | Revenue is for the trailing twelve months as of the most recently disclosed quarter as of August 15, 2023.

(2) | Acquired by Globus Medical in 2023.

​

In 2023, Pearl Meyer performed an assessment of the Company’s then-existing executive compensation peer group and provided to the Compensation Committee recommendations for adjustment of the Company’s executive compensation peer group based on revenue, market capitalization, market peer indices and Pearl Meyer’s assessment of the strength of comparability, as well as overall business characteristics, including product offerings and end markets. The Compensation Committee reviewed Pearl Meyer’s recommendations and considered the application of the foregoing factors to the Company’s executive compensation practices. Following that review and based upon the recommendations of Pearl Meyer, the Compensation Committee approved the Company’s 2023 executive compensation peer group as shown above, which reflects the following modifications from the Company’s 2022 peer group: (i) Abiomed, Inc., AngioDynamics, Inc., Cantel Medical Corp., Natus Medical

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Incorporated and West Pharmaceutical Services, Inc. were removed from the 2023 peer group; and (ii) Nevro Corp. and Shockwave Medical, Inc. were added to the 2023 peer group.

​

Neither the consultations with Pearl Meyer nor the Compensation Committee’s internal review yielded any significant concerns at the Compensation Committee level regarding our executive compensation practices.

Evaluation

In evaluating compensation of the NEOs for the year ended December 31, 2023, the Compensation Committee considered, among other factors, our performance and relative shareholder return in 2021, 2022 and 2023, as compared to our performance targets for 2021, 2022 and 2023, prior analysis and reports from Pearl Meyer (which contained comparisons of our compensation and financial results with respect to the peer group), and other factors considered relevant by the Compensation Committee.

Other Considerations

The Compensation Committee also relied on its experience and judgment in making executive compensation decisions after reviewing our performance on a quarterly and annual basis, and evaluating each NEO’s individual performance and responsibilities with the Company, as well as current compensation arrangements. The compensation program for the NEOs and the Compensation Committee assessment process have been designed to be flexible in an effort to respond to the evolving business environment and individual circumstances relative to Company and individual performance, shareholder value, as well as internal equity for compensation levels among our executives.

Our executive compensation program is divided into the following two general categories: fixed pay and variable pay. Fixed pay consists of base salary and is intended to provide each NEO with a level of assured cash compensation appropriate for his or her position within the Company. Variable pay includes annual cash bonus awards and equity-based awards in the form of PSUs and stock options, each as explained in more detail below.

The Compensation Committee believes that a significant portion of total compensation of the NEOs should be both at-risk and tied to the Company’s achievement of predetermined performance goals. The Compensation Committee’s development and implementation of the Company’s revised executive compensation program during 2021, 2022 and 2023 reflects its efforts to shift an increased portion of the total compensation payable to the Company’s NEOs away from fixed, time-vesting compensation to at-risk, performance-based compensation.

Pursuant to our revised executive compensation program, at the beginning of each year, the CEO and other members of the Company’s executive management team identify performance goals which are intended to align the efforts of our executive officers, including the NEOs, with our achievement of our strategic business plan to maximize shareholder value. The CEO then reviews those performance goals with the Compensation Committee. Those goals then become targets for the PSUs and annual performance-based cash bonus component of our executive compensation program. Because the performance goals are generally established at the beginning of each year and market conditions fluctuate throughout the year, the performance goals may not correspond to subsequent annual earnings estimates released by the Company.

Compensation Committee Consideration of Shareholder Advisory Votes

At our annual meeting of shareholders held on May 18, 2023, we submitted the compensation of our executive officers to our shareholders in a non-binding vote. Our executive compensation program received the support of holders of approximately 96% of the shares represented at the meeting, excluding broker non-votes.

Also, at our May 18, 2023 annual meeting of shareholders, our shareholders voted on an advisory basis with respect to the frequency of future advisory votes on executive compensation. Holders of approximately 96% of the shares represented at that meeting, excluding broker non-votes, expressed their preference for an annual advisory vote. Accordingly, we intend to conduct annual advisory votes on executive compensation. The advisory vote on

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executive compensation is the subject of Proposal 2 to be considered by the Company’s shareholders at the Annual Meeting.

The Compensation Committee will continue to review future shareholder voting results and determine whether changes should be made to our executive compensation program based on such voting results.

Pay Mix

The allocation between cash and non-cash NEO compensation is influenced by the practices of subjective and objective analysis conducted by the Compensation Committee and is intended to reflect the Compensation Committee’s determination of the appropriate compensation mix among base pay, annual cash incentives and long-term equity incentives for each NEO. Actual cash and equity-based incentive awards are determined based on the performance of the Company and/or the individual NEO, depending on the position of the NEO, the type of award and our performance, compared to established goals. The Compensation Committee also compares the compensation mix relative to our executive compensation peer group. No specific benchmark with respect to the peer group is targeted, but the Compensation Committee may be influenced by the peer group data to adjust our executive compensation mix if it significantly deviates from the median of the peer group.

For 2023, the elements of the compensation mix for the NEOs included:

● | base salary (designed to attract and retain executives over time);

● | annual performance-based cash bonus (designed to focus on business objectives established by the Compensation Committee for a particular year);

● | long-term equity-based incentive compensation in the form of stock options, PSUs and, in the case of our CEO, long-term cash-based incentive compensation (designed to align NEO pay with long-term performance);

● | broad-based employee retirement, welfare and fringe benefits programs, and other personal benefits; and

● | executive deferred compensation.

Executive Pay Mix Summary

2023 Target Compensation

The following charts show the targeted mix of compensation for our named executive officers in 2023:

​ | ​ | ​
CEO | AVERAGE OTHER NEOs | ​
|  | ​

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2023 Compensation

The Compensation Committee considered the following factors, among others, when establishing the amounts of fixed and variable compensation paid to our NEOs for 2023:

Fred P. Lampropoulos
● achievement of the financial and operating performance targets established pursuant to the Foundations for Growth Program for the three-year period ended December 31, 2023; ● oversight of operating efficiency initiatives, including our Foundations for Growth initiatives, designed to reduce operating expenses and increase profitability; ● completion of the offering of $747.5 million aggregate principal amount of 3.00% Convertible Senior Notes due 2029; ● acquisitions of a dialysis catheter portfolio and the BioSentry Biopsy Tract Sealant System from AngioDynamics and the Surfacer Inside-Out Access Catheter System from Bluegrass; ● operational management, product development, international expansion, subsidiary development, risk management, and manufacturing capacity planning; ● strategic business development, and management development and oversight; and ● shareholder and financial community relations.

​

Raul Parra
● achievement of the financial and operating performance targets established pursuant to the Foundations for Growth Program for the three-year period ended December 31, 2023; ● completion of the offering of $747.5 million aggregate principal amount of 3.00% Convertible Senior Notes due 2029; ● responsibility for the financial and accounting affairs of an increasingly large and complex global organization; ● oversight of our cash flow, including a substantial increase in the amount of our free cash flow, and budgeting practices; and ● shareholder and financial community relations.

​

Joseph C. Wright
● achievement of the financial and operating performance targets established pursuant to the Foundations for Growth Program for the three-year period ended December 31, 2023; ● leadership and development of our commercial organization and activities in all regions of the world during 2023; ● implementation of sales strategies and performance goals for our worldwide commercial organization; and ● budget management for our global commercial operations.

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Neil W. Peterson
● achievement of the financial and operating performance targets established pursuant to the Foundations for Growth Program for the three-year period ended December 31, 2023; ● responsibility for the conduct of our worldwide operations within the budget established by the Board; ● implementation of operating efficiency initiatives designed to reduce operating expenses and increase profitability, consistent with our Foundations for Growth Program; ● integration of the operations associated with the dialysis catheter portfolio and the BioSentry Biopsy Tract Sealant System acquired from AngioDynamics and the Surfacer Inside-Out Access Catheter System acquired from Bluegrass; and ● oversight of our efforts to reduce our environmental footprint and promote sustainability.

​

​
Brian G. Lloyd
● achievement of the financial and operating performance targets established pursuant to the Foundations for Growth Program for the three-year period ended December 31, 2023; ● corporate counsel and support of the Board in fulfilling its corporate governance obligations; ● completion of the offering of $747.5 million aggregate principal amount of 3.00% Convertible Senior Notes due 2029; ● acquisitions of a dialysis catheter portfolio and the BioSentry Biopsy Tract Sealant System from AngioDynamics and the Surfacer Inside-Out Access Catheter System from Bluegrass, Inc.; and ● oversight and coordination of significant litigation and other disputes, as well as acquisition and financing transactions.

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Fixed Compensation

Base Salary

The Compensation Committee does not use a specific formula for evaluating individual performance of the NEOs. The performance of the NEOs other than the CEO is assessed by the Compensation Committee taking into account the CEO’s input regarding each NEO’s contributions to our performance for the applicable year. The CEO’s performance is assessed by the Compensation Committee following formal and informal meetings with the CEO, and final determinations are made by the Compensation Committee. The criteria used in setting the base salary for each NEO, including the CEO, vary depending on the NEO’s function, but generally include the Compensation Committee’s assessment of the NEO’s:

● | advancement of our interests with shareholders and customers and in other strategic business relationships;

● | achievement of our financial results, position and experience (in an effort to avoid gender or age discrimination);

● | leadership inside and outside the Company;

● | contribution to specific Company initiatives, such as our Foundations for Growth initiatives, expense reduction efforts, product quality and development and environmental and social objectives; and

● | advancement in skills and responsibility.

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Given the subjective nature of the criteria identified above, the Compensation Committee has not attempted to develop numeric measurements in determining base salaries for the NEOs. Instead, the Compensation Committee establishes base salaries at levels commensurate with the Compensation Committee’s evaluation of each NEO’s contribution to our business success. The Compensation Committee has also consulted with Pearl Meyer to assess the levels of base salary and other compensation paid to the CEO and other NEOs, relative to the Company’s peers. In particular, the Compensation Committee has set the base salary and incentive cash bonus of the CEO at levels which are higher than the aggregate amount of base salary and incentive bonus paid to the principal executive officers of a number of our peers. Because the CEO is a founder of the Company and owns a substantial number of shares of Common Stock, the Compensation Committee believes his personal interests are more aligned with the interests of our shareholders than our other NEOs. Therefore, the Compensation Committee believes that adjusting his compensation mix to include a greater proportion of cash payments, rather than issuing additional equity awards, serves to increase the alignment of our CEO’s interests with the interests of our shareholders.

Based on its evaluation, the Compensation Committee approved the following NEO base salaries for the year ended December 31, 2023, which are also reflected in the Summary Compensation Table under “Executive Compensation Tables” below.

Named Executive Officer | ​ | Base Salary (1)
Fred P. Lampropoulos | ​ | $ | 1,890,000
Joseph C. Wright | ​ | $ | 700,000
Raul Parra | ​ | $ | 630,000
Neil W. Peterson | ​ | $ | 630,000
Brian G. Lloyd | ​ | $ | 630,000

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| (1) | The annual base salary amounts for fiscal year 2024 as approved by the Compensation Committee and the Board are: Mr. Lampropoulos, $1,890,000; Mr. Wright, $700,000; Mr. Parra, $630,000; Mr. Peterson, $630,000; and Mr. Lloyd, $630,000.

​

Long-Term Incentive Compensation

Historically, long-term equity awards, in the form of stock options, have been granted at the discretion of the Board and Compensation Committee to the NEOs annually in an effort to provide long-term performance-based compensation, to encourage the NEOs to continue their engagement with the Company throughout the vesting periods, and to align management and shareholder interests. Beginning with our 2019 fiscal year, long-term equity awards were made under the 2018 Incentive Plan, and the Compensation Committee anticipates such awards will continue to be made under the 2018 Incentive Plan. Although we have traditionally made long-term equity incentive awards to our NEOs solely in the form of stock options, during 2019, the Compensation Committee developed a program, which was implemented in 2020 and continued through 2023, to grant to the Company’s executive officers long-term equity awards in the form of stock options and PSUs, with the objective of more closely aligning management and shareholder interests. For 2023, the Board and Compensation Committee awarded stock options to each NEO at a level of approximately 40% of the total target long-term incentive compensation amount for each NEO, with the remaining portion (approximately 60%) of the NEO’s long-term incentive compensation amount awarded in the form of PSUs.

In making awards under our 2018 Incentive Plan, the Board and Compensation Committee consider grant size, the appropriate combination of equity-based awards, the impact of the grant on our financial performance (as determined in accordance with the requirements of the Financial Accounting Standards Board ASC Topic 718 (ASC Topic 718)), and the corresponding compensation value used by the Company in determining the amount of the awards (which may vary from the ASC Topic 718 expense).

Generally, the amount of long-term equity awards granted to the NEOs has been based upon the Compensation Committee’s assessment of each NEO’s expected future contributions to the Company and other factors. The amount or existence of those awards may also be influenced by external factors such as general economic or industry-specific conditions. The Compensation Committee generally grants long-term equity awards at its

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regularly-scheduled meeting held in February or March of each year but may vary the date of grant from year to year.

Performance Stock Units (PSUs)

During 2019, the Compensation Committee, in consultation with Pearl Meyer, developed a program to grant to the Company’s executive officers equity awards under our 2018 Incentive Plan consisting in part of PSUs, with the objective of more closely aligning management and shareholder interests. Subject to the terms and conditions of PSU award agreements executed with the Company’s executive officers, each executive officer is entitled to receive a payment in shares of Common Stock based upon the target number of shares, as determined by the Compensation Committee and set forth in the executive’s PSU award agreement (Target PSU Shares), and the Company’s performance during the applicable performance period with respect to the achievement of (a) free cash flow (FCF) targets (Free Cash Flow is calculated as GAAP operating cash flow less GAAP capital expenditures, adjusted for the cash effect of any non-GAAP adjustments to the Company’s financial statements, as further defined in the PSU award agreements) and (b) targeted levels of the Company’s relative total shareholder return (rTSR) compared to the Russell 2000 index as further defined in the PSU award agreements (collectively, the Performance Goals).

To reward NEOs for long-term performance, the program developed by the Compensation Committee aims to only grant PSUs with a three-year performance period. However, during the first two years of this new program (2020 and 2021), PSUs with one- and two-year performance periods were granted to help transition into this long-term approach of having PSUs with only a three-year performance period. Commencing in 2022, PSUs awarded to the NEOs have had three-year performance periods.

The actual number of shares of Common Stock to be issued to each executive officer under their PSUs will be determined at the end of each performance period by the Compensation Committee by multiplying (i) the Target PSU Shares for that performance period by (ii) the applicable FCF multiplier, which may then be adjusted by the applicable rTSR multiplier, based on the Company’s performance during the applicable performance period. The Compensation Committee has the sole authority and discretion to determine the achievement level with respect to the number of shares of Common Stock earned at the end of each performance period. The Compensation Committee consulted with Pearl Meyer in determining the target long-term incentive compensation levels for the NEOs, from which the Compensation Committee established the target number of shares of Common Stock subject to the PSU awards granted to each of the NEOs in 2023.

During 2023, the NEOs were granted PSUs with the following Target PSU Shares:

​ ​ ​ ​ ​ ​ ​ | ​ ​
Named Executive Officer | Target PSU Shares Three-Year Performance Period (2023-2025) | Total Grant Date Fair Value of Target PSU Shares ($)
Fred P. Lampropoulos | 15,113 | 1,159,167
Raul Parra | 8,501 | 652,027
Joseph C. Wright | 8,501 | 652,027
Neil W. Peterson | 8,501 | 652,027
Brian G. Lloyd | 8,501 | 652,027

​

The actual number of shares of Common Stock to be issued upon settlement of the PSUs depends on the Company’s level of performance during the applicable performance period. If the Company’s performance during a performance period does not meet or exceed the applicable FCF Metric Threshold, no shares of Common Stock will be issued or paid out with respect to the PSUs for such performance period. The actual number of shares of Common Stock to be issued upon settlement of the PSUs will be determined by multiplying the total Target PSU Shares by the applicable FCF Multiplier (determined on an interpolated linear basis if between the Threshold and Target or between the Target and Maximum) and, if the Company’s level of performance falls in either the 1st

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(Top) or 4th (Bottom) Quartile indicated below, adjusting the number of shares of Common Stock to be issued by applying the applicable rTSR Multiplier from the table below. If the Company’s level of rTSR performance falls in either the 2nd or 3rd Quartile indicated below, there is no adjustment made to the number of shares of Common Stock to be issued based upon the application of the applicable FCF Multiplier. In no event will the number of shares of Common Stock to be issued to any NEO upon the settlement of PSUs exceed 250% of the Target PSU shares for that NEO.

FCF Metrics and Multipliers

​

​ ​ ​ ​ ​ | ​ | ​
FCF Metric Level | FCF Metric Amount | FCF Multiplier
Maximum | $390,000,000 (120% of Target) | 200%
Target | $325,000,000 (100% of Target) | 100%
Threshold | $260,000,000 (80% of Target) | 50%

​

rTSR Metric and Multiplier

​

​ | ​
rTSR Metric Level | rTSR Multiplier
1st (Top) Quartile | 125%
2nd Quartile | 100%
3rd Quartile | 100%
4th (Bottom) Quartile | 75%

​

Because our CEO is a substantial shareholder of the Company and, by virtue of his ownership of Common Stock, the Compensation Committee believes his financial interests are closely aligned with the interests of other Company shareholders, the Compensation Committee determined to provide in his PSU award agreements that approximately 55% of the targeted award amount, if any, earned by him at the end of the applicable performance periods would be paid in cash in lieu of the issuance of a portion of the shares of Common Stock that otherwise would have been awarded under his PSU award agreements. Accordingly, the PSUs awarded to our CEO also include a feature providing for the payment of a long-term cash award based on the degree of attainment of the same designated Performance Goals that apply to the award and issuance of shares of Common Stock under the PSUs (each a PSU Cash Incentive). The actual amount of a PSU Cash Incentive to be paid is determined by multiplying the Target Cash Incentive provided in the PSU award agreement (Target Cash Incentive) by the same FCF Multiplier and rTSR Multiplier that are used to determine the number of shares of Common Stock issued under the PSUs (from the tables above). The Target Cash Incentive included in the CEO’s PSU award is as follows:

​

​ ​
Target Cash Incentive Three-Year Performance Period (2023-2025)
$1,333,333

​

If the Company’s performance during a performance period does not meet or exceed the FCF Metric Threshold, no PSU Cash Incentive will be paid with respect to the CEO’s PSUs for such performance period.

To be eligible to receive any shares of Common Stock or, if applicable, payment of a PSU Cash Incentive under the PSUs, the executive in question must remain employed by the Company until the second day of the calendar year following the end of the applicable performance period (Vesting Date). However, a pro rata portion may be paid after the end of the applicable performance period if, before the Vesting Date and at least one year after the PSU

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grant date, the executive (i) ceases employment on account of his or her death or disability (as defined in the PSU award agreements), (ii) is involuntarily terminated from employment without Cause (as defined in the PSU award agreements), or (iii) resigns from employment for Good Reason (as defined in the PSU award agreements).

If the Company experiences a Change in Control (as defined in the PSU award agreements), the NEOs shall receive the total Target PSU Shares (and the CEO shall also receive the Target Cash Incentive) within thirty (30) days of such Change in Control regardless of the level of interim performance attained with respect to the applicable Performance Goals.

2023 PSU Award Determinations

The Compensation Committee and the Board determined that the maximum level for the FCF Metric had been met with respect to the Three-Year Performance Period for the PSUs granted in 2021, as summarized below:

​ ​ ​ | ​ | ​ | ​
FCF Metric Level | 2021 PSU grants - FCF goals | Adjusted Non-GAAP FCF Achieved | FCF Multiplier
Maximum | $396,000,000 | $423,000,000 | 200%
Target | $330,000,000 |  |
Threshold | $264,000,000 |  |

​

The Compensation Committee and the Board further determined that the 2nd Quartile of the rTSR Multiplier had been met with respect to the Three-Year Performance Period for the PSUs granted in 2021. Accordingly, the following shares were issued to the NEOs in 2024 under the PSU agreements having three-year performance periods as follows with respect to the 2021 fiscal year:

Named Executive Officer | Year Granted | Target PSU Shares | FCF Metric % | rTSR Multiplier % | Total Payout % | Number of Shares Issued
Fred P. Lampropoulos | 2021 | 9,481 | 200% | 100% | 200% | 18,962
Raul Parra | 2021 | 3,555 | 200% | 100% | 200% | 7,110
Joseph C. Wright | 2021 | 3,555 | 200% | 100% | 200% | 7,110
Neil W. Peterson | (1)​ | - | - | - | - | -
Brian G. Lloyd | 2021 | 3,555 | 200% | 100% | 200% | 7,110

| (1) | Mr. Peterson was not awarded PSUs prior to his appointment as Chief Operating Officer in April 2022.

The Board determined that the maximum level for the FCF Metric had been met with respect to the Target Cash Incentive for the Three-Year Performance Period for the PSUs granted in 2021. They further determined that, with respect to the Target Cash Incentive, the 2nd Quartile of the rTSR Multiplier had been met with respect to the Three-Year Performance Period for the PSUs granted to Mr. Lampropoulos in 2021. Accordingly, the Company paid a PSU Cash Incentive of $1,333,334 to Mr. Lampropoulos in 2024 as follows:

​ ​ ​ ​ ​ |  |  |  |  |  |  |
Named Executive Officer | Year Granted | Target Cash Incentive | FCF Metric % | rTSR Multiplier % | PSU Cash Incentive
Fred P. Lampropoulos | 2021 | $ | 666,667 | 200% | 100% | $ | 1,333,334

​

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Stock Options

During 2023, the Compensation Committee granted non-statutory stock option awards to NEOs under the 2018 Incentive Plan in the following amounts:

​

​ | ​ | ​
Named Executive Officer | Number of Options Granted (#) | Grant Date Fair Value ($)
Fred P. Lampropoulos | 54,302 | 1,599,987
Raul Parra | 13,576 | 400,011
Joseph C. Wright | 13,576 | 400,011
Neil W. Peterson | 13,576 | 400,011
Brian G. Lloyd | 13,576 | 400,011

The stock options were awarded at an exercise price of $70.58 per share of Common Stock, the per share market closing price of a share of Common Stock on the date of grant. The 2023 stock option grants vest and become exercisable over a four-year period on each of the first through fourth anniversaries of the date of grant.

Annual Performance Cash Bonuses and Executive Bonus Plan

Our general practice is to provide our NEOs with the opportunity to earn annual performance bonus compensation under a program that recognizes attainment of key objectives. The key objectives that underlie our annual incentive compensation programs are established annually by the Compensation Committee based upon recommendations made by the CEO, and may vary between years and between NEOs, but generally include objectives that reward attainment of targeted levels of sales, earnings and gross margins.

After reviewing our executive incentive compensation practices, and based upon the preferences communicated by the institutional shareholder community, in 2019 our Board adopted the Merit Medical Systems, Inc. Executive Bonus Plan (Executive Bonus Plan). The purposes of the Executive Bonus Plan are to motivate and reward our executive employees by making a portion of their annual cash compensation dependent on the achievement of certain pre-determined corporate performance goals, to align the interests of those executives with those of our shareholders, and to attract and retain superior executive employees by providing a competitive bonus program that rewards outstanding performance. The Executive Bonus Plan is administered by the Compensation Committee. Each year, the Compensation Committee establishes a target bonus amount (based on a certain percentage of base salary) and performance criteria and goals for each participating executive officer. At the conclusion of such year, the Compensation Committee will determine the bonus amount payable to each participating executive officer and we will pay to the executive officer the determined bonus amount not later than the 15th day of the third month following the conclusion of the applicable year. In determining the amount of each award to be paid, the Compensation Committee may reduce, eliminate or increase the amount of an Award if, in its discretion, such reduction, elimination or increase is appropriate. The amounts payable to executive officers participating in the Executive Bonus Plan will be determined and allocated based on the performance criteria established for the applicable year, and our performance relative to those criteria.

In setting the performance bonus amounts that an NEO is eligible to earn for achieving specified objectives, the Compensation Committee and the CEO consider bonus and total cash compensation levels for each NEO. Although bonus opportunities for achieving objectives are generally established for each NEO based on job scope and contribution, the Compensation Committee retains discretion to positively or negatively adjust performance bonus amounts based on factors that are not included in the pre-determined objectives. NEOs also have the opportunity to earn additional discretionary bonuses for extraordinary performance, as determined by the Compensation Committee.

The decision as to whether to provide an annual performance bonus program to any NEO for any year, the type and funding of any program offered, and the objectives that underlie any program, are subject to the discretion of the Compensation Committee, taking into account the recommendation of the CEO and industry-specific

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conditions existing during the applicable year. The Compensation Committee may also exercise positive or negative discretion based on its assessment of the individual NEO’s contribution and accountability for the objectives that are the subject of the bonus recommendations from the CEO and any other factors the Compensation Committee considers relevant.

For 2023, the Compensation Committee established incentive cash performance bonus objectives for the NEOs. The incentive cash performance bonus objectives for the NEOs were based on sales, operating margin (calculated on a non-GAAP basis) and earnings per share (calculated on a non-GAAP basis), and subject to modification based on achievement of the following two equally-weighted operational targets aligned with our Foundations for Growth program:

| ● | realization of $20.0 million in pricing uplift; and

| ● | generation of $8.0 million in product transfer savings.

The Compensation Committee established the Executive Bonus Plan performance objectives for 2023 following a review of the Company’s performance and payouts under the Executive Bonus Plan for the preceding year, consultation with the CEO and an assessment of potential objectives designed to align the interests of the NEOs with those of our shareholders. In particular, the Compensation Committee, with the input of the CEO, sought to establish financial incentives for the NEOs to drive the Company’s achievement of the performance metrics underlying the Foundations for Growth Program. Following its review, the Compensation Committee retained the core Executive Bonus Plan objectives aligned with the Company’s financial targets established pursuant to the Foundations for Growth Program, although the Compensation Committee determined to adjust the weighting of the sales and operating margin objectives, raising them from 35% and 30%, respectively, for the prior year to 40% each for 2023. The Compensation Committee also determined to revise the Executive Bonus Plan operational targets, by removing the operational target linked to increasing the efficiency of our operating footprint and replacing it with an operational target linked to product transfer savings, while retaining the operational target linked to pricing uplift. The Compensation Committee’s selection of Executive Bonus Plan objectives for 2023 was based upon its belief that the revised objectives would more closely align the financial interests of the NEOs with the targets established pursuant to the Foundations for Growth program and the interests of the Company’s shareholders. In no event will the Executive Bonus Plan payout to any NEO exceed 165% of the target performance bonus payout for that NEO.

For 2023, the Compensation Committee established the performance range for the Executive Bonus Plan to provide for incentive cash performance payments based on the following levels of attainment of each of the individual bonus objectives and modifier:

​ | ​ | ​ | ​
Payout | Threshold 50% | Target 100% | Maximum 150%
Sales | 90% | 100% | 110%
Operating Margin | 95% | 100% | 105%
Earnings Per Share | 80% | 100% | 120%
Foundations for Growth | 90% | 100% | 110%

​

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The specific 2023 performance bonus objectives and modifier established by the Compensation Committee together with the level of our actual 2023 performance in those categories, were as follows.

​ ​ ​ ​ ​ |  | ​ |  |  | ​ |  | ​ | ​ | ​ | ​ | ​
Performance Bonus Objectives and Modifier |  | 2023 Goals |  | 2023 Results |  | Target Weight |  | Attainment | ​
Sales Objective |  | $ | 1,218M |  | $ | 1,257M | ​ | 40% | ​ | 46.40% | ​
Operating Margin (Non-GAAP) Objective (1) |  | ​ | 18.20% |  | ​ | 18.15% | ​ | 40% | ​ | 38.90% | ​
Earnings Per Share (Non-GAAP) Objective (2) |  | $ | 2.89 |  | $ | 3.01 | ​ | 20% | ​ | 22.08% | ​
FFG Modifier | ​ | $ | 28M | ​ | $ | 36.5M | ​ | 100% | ​ | 110% | (3) ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Total Attainment | ​ | 118.12% | ​

​

| (1) | Non-GAAP operating income is calculated by adjusting GAAP operating income for certain items which are deemed by Merit’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations, as well as other items. Non-GAAP operating margin is calculated by dividing non-GAAP operating income by reported net sales. See “Non-GAAP Financial Measures” presented on page 90 of this Proxy Statement for additional information.

| (2) | Non-GAAP Earnings Per Share is calculated as GAAP net income excluding items set forth in the definition of non-GAAP operating income above, as well as for expenses related to debt issuance costs, gains or losses on disposal of certain assets, changes in tax regulations, and other items. All excluded items are tax affected and total Non-GAAP net income is divided by the weighted average diluted shares outstanding. See “Non-GAAP Financial Measures” presented on page 90 of this Proxy Statement for additional information.

| (3) | Foundations for Growth objectives acted as a modifier to the performance bonus objectives established by the Compensation Committee. The modifier target was $28 million in cumulative improvement achieved through the combination of product transfer savings and product price improvement. The bonus modifier is summarized in the table below. The modifier was capped at 110%.

​

​ | ​ | Modifier Goal $ | ​ | Bonus Payout Modifier %
Bonus Modifier |  |  | Threshold |  |  | Target |  |  | Maximum |  | Threshold | Target | Maximum
Product Transfer Savings | ​ | $ | 18.0M | ​ | $ | 20.0M | ​ | $ | 22.0M | ​ | 90% | 100% | 110%
Product Pricing Improvement | ​ | $ | 7.2M | ​ | $ | 8.0M | ​ | $ | 8.8M | ​ | 90% | 100% | 110%
Total | ​ | $ | 25.2M | ​ | $ | 28.0M | ​ | $ | 30.8M | ​ | 90% | 100% | 110%

​

Based on the attainment level calculated above and the target bonus amounts set by the Compensation Committee, each NEO received performance-based bonus payments under the Executive Bonus Plan as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Named Executive Officer |  | 2023 Base Salary | ​ | Performance Bonus Target | ​ | Attainment | ​ | Performance Bonus Payment (1)
Fred P. Lampropoulos | ​ | $ | 1,890,000 | ​ | 60% | ​ | 118.12% | ​ | $ | 1,339,481
Raul Parra | ​ | ​ | 630,000 | ​ | 50% | ​ | 118.12% | ​ | $ | 372,078
Joseph C. Wright | ​ | ​ | 700,000 | ​ | 40% | ​ | 118.12% | ​ | $ | 330,736
Neil W. Peterson | ​ | ​ | 630,000 | ​ | 40% | ​ | 118.12% | ​ | $ | 297,662
Brian G. Lloyd | ​ | ​ | 630,000 | ​ | 40% | ​ | 118.12% | ​ | $ | 297,662

​

(1) | These amounts are shown in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table below.

​

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Return of Incentive Compensation

Effective as of October 2, 2023, our Board adopted the Merit Medical Systems, Inc. Executive Incentive Compensation Clawback Policy (Clawback Policy), which is designed to comply with Section 10D of the Exchange Act, Rule 10D-1 thereunder and the applicable Nasdaq listing standards. The Clawback Policy requires the Board or one of its committees charged with administration of the Clawback Policy to recoup any erroneously awarded incentive-based compensation received by certain executives, including each NEO, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. The Clawback Policy generally applies to all incentive-based compensation received by a covered executive during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement after the policy’s effective date. The Clawback Policy was filed as an exhibit to the Company’s Annual Report (referred to therein as the “Policy Relating to the Recovery of Erroneously Awarded Compensation.”). No recoupments were made under the Clawback Policy during 2023.

In addition to the Clawback Policy, the Executive Bonus Plan provides to our Board the authority to obtain reimbursement from any participant in the plan if the Board determines that: (a) a significant restatement of the Company’s financial results for any of the three prior fiscal years is required; and (b) the participant’s award amount would have been lower had the financial results been properly calculated. Such reimbursement shall consist of any portion of any award previously paid to such participant that is greater than the award that would have been paid if calculated based upon the restated financial results. The action permitted to be taken by the Board under the Executive Bonus Plan is in addition to, and not in lieu of, any and all other rights of the Board and/or the Company under applicable law or any other clawback or similar policy of the Company. The PSU agreements which are part of the long-term equity incentive program under the 2018 Incentive Plan which our Compensation Committee implemented in 2020 also include a “clawback” feature which permits our Compensation Committee to recover payments from award recipients if (i) the payment was predicated upon achieving financial results that were subsequently the subject of a restatement of the Company’s financial statements filed with the SEC; (ii) the Compensation Committee determines that the recipient engaged in intentional misconduct, gross negligence or fraudulent or illegal conduct that caused or substantially caused the need for the restatement; and (iii) a lower amount would have been paid to the recipient based upon the restated financial results.

Discretionary Bonuses

In addition to the cash bonus opportunities under the Executive Bonus Plan described above, the Compensation Committee (with the input of the CEO) may choose to reward extraordinary performance and achievements by awarding discretionary bonuses to the NEOs and other executives from time to time that are not part of the annual incentive plan or any other plan. The Compensation Committee did not determine to pay any discretionary bonuses to the NEOs for the year ended December 31, 2023. There is no standing expectation that all (or any) NEOs will receive discretionary performance bonuses in any particular year, and the criteria for such bonuses are not established in advance.

Broad-Based Benefits Programs

We offer multiple broad-based benefits programs to our employees, including our NEOs. Those programs include benefits such as health, dental, vision, disability and life insurance, health savings accounts, health care reimbursement accounts, employee stock purchase plan, paid vacation time and discretionary Company contributions to a 401(k) profit sharing plan.

Benefits are provided to our NEOs in accordance with practices the Compensation Committee believes are consistent with industry standards. The Compensation Committee believes such benefits are a necessary element of compensation in attracting and retaining employees. In addition, the NEOs receive limited perquisites in an attempt to achieve a competitive pay package, as further detailed in the Summary Compensation Table.

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Deferred Compensation Plan

We provide a non-qualified deferred compensation plan for the benefit of certain of our highly-compensated executives, including the NEOs. Under the non-qualified deferred compensation plan, eligible participants may elect in advance of each calendar year to defer up to 100% of their cash salary and bonus compensation earned with respect to such year. Amounts deferred are credited to an unfunded liability account maintained by the Company on behalf of the applicable participant, which account is deemed invested in and earns a rate of return based upon certain notational and self-directed investment options offered under the plan. In our discretion, we may elect to credit each eligible participant’s account under the deferred compensation plan with an employer matching contribution but, to date, we have never elected to do so. Participant account balances under the deferred compensation plan are fully-vested and will be paid by the Company to each participant upon retirement or separation from employment, or on other specified dates, in a lump sum or in installments according to a schedule elected in advance by the participant.

The Company and its subsidiaries do not maintain any other executive pension or retirement plans for the NEOs.

Employment Agreements

The Compensation Committee has determined that executive employment agreements are necessary to provide competitive compensation arrangements to our NEOs, particularly because such agreements are common in our industry. Moreover, the Compensation Committee believes that the change in control provisions within the executive employment agreements help to retain the NEOs by reducing personal uncertainty and anxiety that may arise from the possibility of a future business combination.

We have entered into employment agreements with each of the NEOs. In 2016, the Company entered into an employment agreement with each of Messrs. Lampropoulos, Wright and Lloyd. These employment agreements were amended in 2017. In 2018, the Company entered into an employment agreement with Mr. Parra. In 2022, the Company entered into an employment agreement with Mr. Peterson.

On June 8, 2023, the Company entered into an Amended and Restated Employment Agreement (the CEO Employment Agreement) with Mr. Lampropoulos. The CEO Employment Agreement was recommended by the Compensation Committee and the Governance Committee and approved by our Board. The Board made its decision based upon a review of best practices and the interests of the Company and its shareholders and in consultation with external advisors to the Board and the Compensation Committee. The CEO Employment Agreement amended and restated Mr. Lampropoulos’s prior employment agreement to (i) extend his term of employment through December 31, 2025, (ii) provide additional severance and incentive benefits (including, but not limited to, increasing his base salary and allowing him to terminate the CEO Employment Agreement for Good Reason (as defined therein) if the Company fails to maintain his base salary or annual bonus above certain thresholds) and (iii) make certain other changes. The foregoing description of the CEO Employment Agreement is a summary only and is qualified in its entirety by reference to the CEO Employment Agreement, a copy of which is attached as Exhibit 99.3 to our Current Report on Form 8-K filed with the SEC on June 8, 2023. The CEO Employment Agreement and the employment agreements of the other NEOs described above are sometimes collectively referred to in this Proxy Statement as the Employment Agreements. The annual base salaries paid under the Employment Agreements for 2023 were:

​ ​ ​ | ​ | ​ | ​ ​
Named Executive Officer | ​ | Base Salary(1)
Fred P. Lampropoulos | ​ | $ | 1,890,000
Raul Parra | ​ | $ | 630,000
Joseph C. Wright | ​ | $ | 700,000
Neil W. Peterson | ​ | $ | 630,000
Brian G. Lloyd | ​ | $ | 630,000

​

(1) | The base salary amounts shown above were effective January 8, 2023 and amounts paid to the NEOs during 2023 are reflected in the Summary Compensation Table shown on page 58. The annual base salary amounts for fiscal year 2024 as

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| approved by the Compensation Committee are: Mr. Lampropoulos, $1,890,000; Mr. Parra, $630,000; Mr. Wright, $700,000, Mr. Peterson, $630,000; and Mr. Lloyd, $630,000.

The amount of the base salary payable to each NEO may be subject to change based on review by the Compensation Committee on an annual basis. Although the employment status of each of the NEOs is “at will,” the Employment Agreements provide for mandatory severance payments to each NEO in the event the NEO’s employment terminates for certain reasons in connection with a “Change in Control” (as defined below under the heading “Potential Payments Upon Termination or Change in Control-Employment Agreements”). Additionally, in certain circumstances, the CEO Employment Agreement provides for mandatory severance payments to Mr. Lampropoulos other than in connection with a Change in Control. Those severance arrangements are discussed in greater detail below under the heading “Executive Compensation Tables—Potential Payments upon Termination or Change in Control.”

In addition to the annual base salary described above, the Employment Agreements also allow the NEOs to receive an annual cash bonus payment in an amount to be determined in the sole discretion of the Board (which has delegated that authority to the Compensation Committee). Notably, in fiscal years ending after a Change in Control, the annual bonus must be at least equal to an NEO’s average annual cash bonus for the last three full fiscal years ending prior to the Change in Control.

The NEOs (and to the extent applicable, their spouses and eligible dependents) are eligible to participate in all incentive, savings and retirement, health insurance, term life insurance, long-term disability insurance, deferred compensation, employee stock purchase and other employee benefit plans, policies or arrangements we maintain for our employees generally and, at the discretion of the Compensation Committee, in the 2018 Incentive Plan and other benefit plans maintained by the Company for our executives.

The terms of the Employment Agreements reflect in part the concern of the Compensation Committee that a future threatened or actual Change in Control, such as through an acquisition or merger, could cause disruption and harm to the Company in the event of the resulting loss of any of its key executives. The Change in Control provisions in the Employment Agreements are intended to provide a measure of incentive and security to our key executives until the resolution of any such threatened or actual Change in Control.

However, the Compensation Committee believes that such agreements should not include provisions that would obligate a potential acquirer of the Company to make large payouts to the NEOs simply because a Change in Control has occurred. Because of this concern, the occurrence of a Change in Control event alone will not trigger any payment obligations to the NEOs under their respective Employment Agreements. Additional Change in Control payment obligations under the Employment Agreements only arise in the event the NEO’s employment is terminated “without Cause” in connection with the Change in Control or the NEO resigns “for Good Reason” (with each capitalized term in this sentence defined in the Employment Agreements and described under the heading “Potential Payments Upon Termination or Change in Control—Employment Agreements” below) in connection with a Change in Control. Thus, the Compensation Committee regards the employment agreements as “double trigger” change in control agreements.

Tax Deductibility and Executive Compensation

Section 162(m) (Section 162(m)) of the Code imposes a $1.0 million annual limit on the amount that a public company may deduct for compensation paid to certain of a company’s officers including its chief executive officer, chief financial officer, or any of the company’s three other most highly compensated executive officers for a tax year. For tax years beginning before 2018, the limit did not apply to compensation that met the requirements of Section 162(m) for “qualified performance-based” compensation (i.e., compensation paid only if the executive meets pre-established, objective goals based upon performance criteria approved by our shareholders). Qualified performance-based awards, such as stock options, issued prior to 2018 remain under certain conditions exempt from Section 162(m) even if exercised after 2017. Because of limited guidance regarding this transition rule, we cannot provide any assurance that it will apply to stock options issued prior to 2018 and exercised after 2017.

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The Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) and, to the extent practical, attempts to implement compensation policies and practices that maximize the potential income tax deductions available to the Company.

In certain situations, the Compensation Committee may approve compensation that will exceed the deduction limitations of Section 162(m) in order to ensure competitive levels of total compensation for its executive officers. In such situations, the portion of the compensation payable to the executive officer that exceeds the $1.0 million limit will not be deductible for tax purposes. Although deductibility of executive compensation for tax purposes is generally preferred, tax deductibility is not the primary objective of our executive compensation programs. The Company and the Compensation Committee believe that meeting the compensation objectives described above is more important than the benefit of being able to deduct the compensation for tax purposes.

The compensation paid to the NEOs, other than Mr. Peterson, during 2023 exceeded the deduction limits of Section 162(m); the Compensation Committee approved those compensation amounts in order to provide the NEOs with compensation packages that the Compensation Committee considers competitive and in the best interests of the Company and its shareholders.

Additionally, under Sections 280G and 4999 of the Code, our NEOs and other Company executives may be subject to additional taxes if they receive payments or benefits in connection with a change of control of the Company that exceed certain prescribed limits (so-called Excess Parachute Payments), and the Company or its successor may not deduct such Excess Parachute Payments. The Company is not obligated to provide any NEO or other executive with a “gross-up” or other reimbursement payment for any tax liability that the executive might owe as a result of the application of Sections 280G or 4999 of the Code. Certain potential future payments described in the table captioned “Termination Without Cause or For Good Reason in Connection with a Change in Control” on page 66 may, however, constitute Excess Parachute Payments that the Company or its successor could not fully deduct.

Compensation Policies and Practices Relating to Risk Management

The Compensation Committee has reviewed our company-wide compensation program, which applies to all of our full-time employees, including the NEOs. The Compensation Committee has also reviewed our executive compensation practices with Pearl Meyer. Based on the Compensation Committee’s review of the various elements of our executive compensation practices and policies, the Compensation Committee believes our compensation policies and practices are designed to create appropriate and meaningful incentives for our employees without encouraging excessive or inappropriate risk taking.

After undertaking this review, the Compensation Committee came to the following conclusions:

● | our compensation policies and practices are designed to include a significant level of long-term compensation, which discourages short-term risk taking;

● | the base salaries we provide to our executive employees are generally consistent with salaries paid for comparable positions in our industry, and provide our employees with steady income while reducing the incentive for employees to take risks in pursuit of short-term benefits;

● | our incentive compensation for our NEOs is capped at levels established by the Compensation Committee, which it believes reduces the incentive for excessive risk-taking;

● | we use different performance metrics in our Executive Bonus Plan and for our PSUs, providing balance and mitigating against taking undue risk to meet a single goal;

● | Executive Bonus Plan payments and PSU awards are subject to clawback in the event of a material restatement of our financial results and in certain other cases;

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● | our stock-based long-term incentives either vest or are earned over a multi-year period, providing upside potential while at the same time requiring our NEOs to bear the economic risk of the award over the vesting period;

● | we have established and adopted codes of ethics and business conduct, which are designed to reinforce the balanced compensation objectives established by the Compensation Committee;

● | we have adopted equity ownership guidelines for our CEO, which the Compensation Committee believes discourages excessive risk-taking; and

● | our CEO owns a significant number of shares of Common Stock, which serve to align his interests with the interests of the Company’s shareholders and discourages excessive risk-taking.

Based on the review outlined above, the Compensation Committee has further concluded that the risks arising from our compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.

Compensation Committee Report

The Compensation Committee establishes and oversees the design and function of our executive compensation programs.

The members of the Compensation Committee have reviewed and discussed the foregoing Compensation Discussion and Analysis with the management of the Company and recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

​
​ Compensation Committee: A. Scott Anderson (Chair) F. Ann Millner. Ed. D. Lonny J. Carpenter Stephen C. Evans

​

The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material,” to be “filed” with the SEC or be subject to Regulation 14A or Regulation 14C or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing of the Company, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

​

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PROPOSAL 2: Advisory Vote on Executive Compensation | The Board unanimously recommends a vote FOR this proposal |

​

Section 14A of the Exchange Act (Section 14A), which was enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, requires that we provide shareholders with the opportunity to vote on an advisory (non-binding) resolution to approve the compensation of the NEOs disclosed in this Proxy Statement (colloquially referred to as a “Say-on-Pay” proposal).

Accordingly, the following resolution will be submitted to our shareholders for approval at the Annual Meeting:

​ ​
“RESOLVED, that the Company’s shareholders APPROVE, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures.”

​

As described above under the heading “Compensation Discussion and Analysis,” the Board believes our compensation of the NEOs achieves the primary goals of:

● | focusing our executives on achieving or exceeding measurable performance targets;

● | encouraging continuation of our entrepreneurial spirit;

● | attracting and retaining highly-qualified and motivated executives;

● | promoting our guiding principles for adherence to a high ethical environment, as well as health and safety standards; and

● | aligning management compensation with shareholder value.

The Board encourages shareholders to review in detail the Compensation Discussion and Analysis beginning on page 38 of this Proxy Statement and the executive compensation tables beginning on page 58 of this Proxy Statement. In light of the information set forth in such sections, the Board believes the compensation of the NEOs for the fiscal year ended December 31, 2023 was fair and reasonable and that our compensation programs and practices are in the best interests of the Company and our shareholders.

The advisory vote on this Say-on-Pay resolution is not intended to address any specific element of compensation; rather, the vote relates to all aspects of the compensation of the NEOs, as described in this Proxy Statement. While this vote is only advisory in nature, which means that the vote is not binding on the Company, the Board or the Compensation Committee (which is composed solely of independent directors), the Board and Compensation Committee value the opinion of our shareholders and will consider the outcome of the vote when addressing future executive compensation arrangements.

At our annual meeting of shareholders held on May 18, 2023, our shareholders voted on an advisory basis with respect to the frequency of future advisory votes on executive compensation. Holders of approximately 96% of the shares represented at that meeting, excluding broker non-votes, expressed their preference for an annual advisory vote. Accordingly, we intend to conduct annual advisory votes on executive compensation.

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Approval of the resolution above (on a non-binding, advisory basis) requires that the number of votes cast at the Annual Meeting, in person or by proxy, in favor of the resolution exceeds the number of votes cast in opposition to the resolution.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following Summary Compensation Table summarizes the total compensation earned by each of the NEOs for the years indicated.

|  |  |  | ​ |  |  |  |
|  | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total
Name and Position | Year | ($) | ($)(1) | ($)(2)(3) | ($)(3)(4) | ($)(5) | ($)(6)(7) | ($)
Fred P. Lampropoulos | 2023 | 1,888,269 | — | 5,216,227 | 1,599,987 | 1,339,481 | 8,700 | 10,052,664
Chair of the Board, CEO and President | 2022 | 1,800,000 | — | 4,130,104 | 1,199,993 | 990,036 | 8,700 | 8,128,833
| 2021 | 1,800,000 | 458,501 | 2,946,700 | 1,200,059 | 1,131,840 | — | 7,537,100
|  |  |  | ​ |  |  |  |
Raul Parra | 2023 | 629,423 | — | 1,304,054 | 400,011 | 372,078 | 68,634 | 2,774,200
Chief Financial Officer and Treasurer | 2022 | 600,000 | — | 1,239,123 | 360,003 | 275,010 | 53,339 | 2,527,475
​ | 2021 | 600,000 | 101,889 | 491,090 | 200,020 | 251,520 | 57,980 | 1,702,499
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Neil W. Peterson | 2023 | 629,423 | — | 1,304,054 | 400,011 | 297,662 | 81,391 | 2,712,541
Chief Operating Officer (8) | 2022 | 526,308 | — | 636,225 | — | 220,008 | 50,309 | 1,432,850
​ | 2021 | — | — | — | — | — | — | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Joseph C. Wright | 2023 | 700,000 | — | 1,304,054 | 400,011 | 330,736 | 79,710 | 2,814,511
Chief Commercial Officer | 2022 | 700,000 | — | 688,352 | 199,991 | 201,674 | 68,920 | 1,858,937
​ | 2021 | 573,077 | 93,398 | 491,090 | 200,020 | 230,560 | 51,704 | 1,639,849
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Brian G. Lloyd | 2023 | 629,423 | — | 1,304,054 | 400,011 | 297,662 | 31,506 | 2,662,656
Chief Legal Officer, Corporate Secretary | 2022 | 600,000 | — | 688,352 | 199,991 | 220,008 | 28,653 | 1,737,004
​ | 2021 | 600,000 | 101,889 | 491,090 | 200,020 | 251,520 | 11,885 | 1,656,404

(1) | Bonus amounts represent discretionary bonuses not based solely upon pre-determined performance criteria.

(2) | Stock Awards include the aggregate grant date fair value of PSUs granted to the NEOs in the year shown under our 2018 Incentive Plan computed in accordance with ASC Topic 718, including the portion of Mr. Lampropoulos’ PSU payable in cash (i.e., his PSU Cash Incentive). Such amounts have been calculated in accordance with current financial statement reporting guidance, using the same assumptions the Company used on the grant date for financial statement reporting purposes with respect to our long-term incentive plans, which may not be indicative of the realized value of the awards when they vest. The grant-date fair value of PSUs granted to Mr. Lampropoulos in 2023 includes $2,318,334 of shares and $2,897,893 of potential PSU Cash Incentive, in 2022 includes $1,835,704 of shares and $2,294,400 of potential PSU Cash Incentive, and in 2021 includes $1,309,633 of shares and $1,637,067 of potential PSU Cash Incentive. See footnote 1 to the Grants of Plan-Based Awards table for additional details. The table below shows the Free Cash Flow multiplier that was assessed as probable as of each grant date and the grant date fair value of stock awards based on maximum potential attainment.

Description |  | 2023 |  | 2022 |  | 2021
Probable Grant-Date Free Cash Flow Multiplier | ​ | ​ | 200% | ​ | ​ | 200% | ​ | ​ | 150%
Maximum Grant-date fair value of shares-Mr. Lampropoulos | ​ | $ | 2,318,334 | ​ | $ | 1,835,704 | ​ | $ | 1,746,178
Maximum Grant-date fair value of PSU cash incentive -Mr. Lampropoulos | ​ | $ | 2,897,893 | ​ | $ | 2,294,400 | ​ | $ | 2,182,755
Maximum Grant-date fair value of shares-Mr. Parra | ​ | $ | 1,304,053 | ​ | $ | 1,239,123 | ​ | $ | 654,786
Maximum Grant-date fair value of shares-Messrs. Lloyd and Wright | ​ | $ | 1,304,053 | ​ | $ | 688,352 | ​ | $ | 654,786
Maximum Grant-date fair value of shares-Mr. Peterson | ​ | $ | 1,304,053 | ​ | $ | 636,225 | ​ | ​ | —

​

(3) | Assumptions used in the calculation of these amounts for 2023, 2022, and 2021 are included in footnotes to our audited consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 (which are included in our Annual Reports on Form 10-K filed with the SEC on February 28, 2024, February 24, 2023 and March 1, 2022, respectively).

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(4) | Option awards reflect the aggregate grant date fair value of the options granted to the NEOs in the year shown under our 2018 Incentive Plan, computed in accordance with ASC Topic 718. Such amounts have been calculated in accordance with current financial statement reporting guidance, using the same assumptions the Company has used for financial statement reporting purposes with respect to our long-term incentive plans.

(5) | Annual Incentive bonuses under our Executive Bonus Plan based on pre-established performance criteria appear in the Non-Equity Incentive Plan Compensation column. Based upon the Company’s achievement of goals established by the Compensation Committee, the Compensation Committee determined to award and pay the annual cash bonus at 118.12%, 91.67% and 104.8% of the target payment amount for each of the NEOs for 2023, 2022 and 2021, respectively. Payment was made in 2024, 2023, and 2022 respectively.

(6) | Amounts include vacation benefits paid to the NEOs in cash in lieu of vacation benefits, as follows:

| ● | for the year ended December 31, 2023: $59,934 for Mr. Parra; $72,691 for Mr. Peterson; $71,010 for Mr. Wright; and $23,634 for Mr. Lloyd.

| ● | for the year ended December 31, 2022: $44,639 for Mr. Parra; $41,609 for Mr. Peterson; $60,220 for Mr. Wright; and $20,781 for Mr. Lloyd.

| ● | for the year ended December 31, 2021: $57,980 for Mr. Parra; $51,554 for Mr. Wright; and $11,885 for Mr. Lloyd.

(7) | Amounts shown also include matching contributions made by the Company for the benefit of the NEOs to the Company’s 401(k) Plan in the following amounts:

| ● | for the year ended December 31, 2023: $8,700 for each of Messrs. Lampropoulos, Parra, Wright, and Peterson, and $7,872 for Mr. Lloyd.

| ● | for the year ended December 31, 2022: $8,700 for each of Messrs. Lampropoulos, Parra, Wright, and Peterson, and $7,872 for Mr. Lloyd.

| ● | for the year ended December 31, 2021: $150 for Mr. Wright.

(8) | Mr. Peterson became an executive officer of the Company on April 19, 2022. The foregoing table presents compensation received for the years in which an NEO acted in an executive officer capacity.

Grants of Plan-Based Awards

The following table sets forth information concerning plan-based awards to the NEOs during the year ended December 31, 2023.

Named Executive Officer |  | Grant Date |  | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($) | ​ | Estimated Possible Payouts Under Equity Incentive Plan Awards (#) (3) |  | All other Option Awards: Number of Securities Underlying Options Granted (#) (4) |  | Exercise Price of Option Awards ($/sh) (5) |  | Grant Date Fair Value of Stock and Option Awards ($) (4)(6)
​ | ​ | ​ | ​ | Threshold | Target | Maximum | ​ | Threshold | Target | Maximum | ​ | ​ | ​ | ​ | ​ | ​
Fred P. Lampropoulos ​ | ​ | 2/28/2023 (1) | ​ | 500,000 | 1,333,333 | 3,333,333 | ​ | 5,667 | 15,113 | 37,783 | ​ | — | ​ | — | ​ | 5,216,227
​ | ​ | N/A (2) | ​ | 567,000 | 1,134,000 | 1,871,100 | ​ | — | — | — | ​ | — | ​ | — | ​ | —
​ | ​ | 2/28/2023 | ​ | — | — | — | ​ | — | — | — | ​ | 54,302 | ​ | 70.58 | ​ | 1,599,987
Raul Parra | ​ | 2/28/2023 | ​ | — | — | — | ​ | 3,188 | 8,501 | 21,253 | ​ | — | ​ | — | ​ | 1,304,054
​ | ​ | N/A (2) | ​ | 157,500 | 315,000 | 519,750 | ​ | — | — | — | ​ | — | ​ | — | ​ | —
​ | ​ | 2/28/2023 | ​ | — | — | — | ​ | — | — | — | ​ | 13,576 | ​ | 70.58 | ​ | 400,011
Neil W. Peterson ​ | ​ | 2/28/2023 | ​ | — | — | — | ​ | 3,188 | 8,501 | 21,253 | ​ | — | ​ | — | ​ | 1,304,054
​ | ​ | N/A (2) | ​ | 126,000 | 252,000 | 415,800 | ​ | — | — | — | ​ | — | ​ | — | ​ | —
​ | ​ | N/A | ​ | — | — | — | ​ | — | — | — | ​ | 13,576 | ​ | 70.58 | ​ | 400,011
Joseph C. Wright | ​ | 2/28/2023 | ​ | — | — | — | ​ | 3,188 | 8,501 | 21,253 | ​ | — | ​ | — | ​ | 1,304,054
​ | ​ | N/A (2) | ​ | 140,000 | 280,000 | 462,000 | ​ | — | — | — | ​ | — | ​ | — | ​ | —
​ | ​ | 2/28/2023 | ​ | — | — | — | ​ | — | — | — | ​ | 13,576 | ​ | 70.58 | ​ | 400,011
Brian G. Lloyd ​ | ​ | 2/28/2023 | ​ | — | — | — | ​ | 3,188 | 8,501 | 21,253 | ​ | — | ​ | — | ​ | 1,304,054
​ | ​ | N/A (2) | ​ | 126,000 | 252,000 | 415,800 | ​ | — | — | — | ​ | — | ​ | — | ​ | —
​ | ​ | 2/28/2023 | ​ | — | — | — | ​ | — | — | — | ​ | 13,576 | ​ | 70.58 | ​ | 400,011
​

​

(1) | The PSU agreements with M r. Lampropoulos include Target PSU Shares and a Target Cash Incentive. Both the Target PSU Shares and Target Cash Incentive are considered part of an equity incentive plan and are accounted for under ASC Topic

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| 718 because they are based, at least in part, on the price of our shares of Common Stock. However, because there is not a stated number of shares underlying the PSU Cash Incentive, the threshold, target, and maximum payments of the PSU Cash Incentive under Mr. Lampropoulos PSUs have been included in this table under the non-equity incentive plan awards column. These amounts are based upon achievement of the performance measures with respect to the PSU awards granted in 2023. The threshold amount assumes threshold FCF performance and application of the 4th (bottom) quartile rTSR multiplier, and the maximum amount assumes maximum FCF performance and application of the 1st (top) quartile rTSR multiplier. See the section “Performance Stock Units (PSUs)” on page 46 for additional details regarding the PSUs, and footnote 2 to the Summary Compensation Table.

(2) | Listed amounts reflect threshold, target and maximum incentive performance bonuses for 20 23 under our Executive Bonus Plan. For the year ended December 31, 20 23, each of Messrs. Lampropoulos, Parra, Wright, Lloyd and Peterson received 118.12% of the targeted level of their incentive annual performance bonus, as discussed above and as shown in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.

(3) | Listed amounts reflect threshold, target, and maximum number of shares the named executive officer is eligible to receive based upon achievement of the performance measures with respect to performance stock units granted in 2023. See the section “Performance Stock Units (PSUs)” on page 46 for additional details regarding the PSUs. The threshold amount assumes threshold FCF performance and application of the 4th (bottom) quartile rTSR multiplier, and the maximum amount assumes maximum FCF performance and application of the 1st (top) quartile rTSR multiplier.

(4) | Stock options are NSOs and vest at the rate of 25% per year over four years on the first through the fourth anniversaries of the date of the grant.

(5) | The exercise price per share for each stock option is the market closing price on the date of the grant.

(6) | The grant-date fair value of PSUs granted to Mr. Lampropoulos includes $2,318,334 of shares and $2,897,893 potential PSU Cash Incentive. See footnote 1 for additional details regarding the PSU cash incentive.

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Outstanding Equity Awards at Year End

The following table provides information on the holdings of stock options and other stock awards by the NEOs as of December 31, 2023.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ | Option Awards | ​ | Stock Awards
Named Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | ​ | Number of Shares or Units of Stock that Have Not Vested (2)(3) | Market Value of Shares or Units of Stock that Have Not Vested (2)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)
Fred P. Lampropoulos | 3/2/2018 | 38,002 | — | 44.80 | 3/2/2025 | ​ | — | — | — | —
| 3/1/2019 | 127,320 | 31,831 | 55.73 | 3/1/2026 | ​ | — | — | — | —
| 2/26/2020 | 75,251 | 25,083 | 37.71 | 2/26/2027 | ​ | — | — | — | —
​ | 3/19/2021 | 29,042 | 29,041 | 56.25 | 3/19/2028 | ​ | 18,962 | 2,773,688 | — | —
​ | 2/28/2022 | 12,142 | 36,424 | 65.03 | 2/28/2029 | ​ | — | — | 24,604 | 3,868,920
​ | 2/28/2023 | — | 54,302 | 70.58 | 2/28/2030 | ​ | — | — | 30,226 | 4,962,633
Raul Parra | 3/2/2018 | 4,000 | — | 44.80 | 3/2/2025 | ​ | — | — | — | —
​ | 3/1/2019 | 24,000 | 6,000 | 55.73 | 3/1/2026 | ​ | — | — | — | —
​ | 2/26/2020 | 6,542 | 4,180 | 37.71 | 2/26/2027 | ​ | — | — | — | —
​ | 3/19/2021 | 4,841 | 4,840 | 56.25 | 3/19/2028 | ​ | 7,110 | 540,076 | — | —
​ | 2/28/2022 | 3,643 | 10,927 | 65.03 | 2/28/2029 | ​ | — | — | 16,608 | 1,261,544
​ | 2/28/2023 | — | 13,576 | 70.58 | 2/28/2030 | ​ | — | — | 17,002 | 1,291,472
Neil W. Peterson | 3/2/2018 | 15,000 | — | 44.80 | 3/2/2025 | ​ | — | — | — | —
​ | 4/25/2019 | 16,000 | 4,000 | 54.40 | 4/25/2026 | ​ | — | — | — | —
​ | 8/19/2021 | 12,500 | 12,500 | 68.33 | 8/19/2028 | ​ | — | — | — | —
​ | 2/28/2022 | — | — | — | — | ​ | — | — | 9,226 | 700,807
​ | 2/28/2023 | — | 13,576 | 70.58 | 2/28/2030 | ​ | — | — | 17,002 | 1,291,472
Joseph C. Wright | 4/14/2017 | 25,000 | — | 28.20 | 4/14/2024 | ​ | — | — | — | —
​ | 3/2/2018 | 25,000 | — | 44.80 | 3/2/2025 | ​ | — | — | — | —
​ | 3/1/2019 | 24,000 | 6,000 | 55.73 | 3/1/2026 | ​ | — | — | — | —
​ | 2/26/2020 | 12,542 | 4,180 | 37.71 | 2/26/2027 | ​ | — | — | — | —
​ | 3/19/2021 | 4,841 | 4,840 | 56.25 | 3/19/2028 | ​ | 7,110 | 540,076 | — | —
​ | 2/28/2022 | 2,024 | 6,070 | 65.03 | 2/28/2029 | ​ | — | — | 9,226 | 700,807
​ | 2/28/2023 | — | 13,576 | 70.58 | 2/28/2030 | ​ | — | — | 17,002 | 1,291,472
Brian G. Lloyd | 3/2/2018 | 25,000 | — | 44.80 | 3/2/2025 | ​ | — | — | — | —
​ | 3/1/2019 | 24,000 | 6,000 | 55.73 | 3/1/2026 | ​ | — | — | — | —
​ | 2/26/2020 | 12,542 | 4,180 | 37.71 | 2/26/2027 | ​ | — | — | — | —
​ | 3/19/2021 | 4,841 | 4,840 | 56.25 | 3/19/2028 | ​ | 7,110 | 540,076 | — | —
​ | 2/28/2022 | 2,024 | 6,070 | 65.03 | 2/28/2029 | ​ | — | — | 9,226 | 700,807
​ | 2/28/2023 | — | 13,576 | 70.58 | 2/28/2030 | ​ | — | — | 17,002 | 1,291,472
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

(1) | Unvested stock option awards granted in 2023, 2022, 2021 and 2020 vest 25% each year for four years commencing one year from the grant date. All other outstanding stock option awards held by NEOs vest 20% each year for five years commencing one year from the grant date.

(2) | The market value of unvested PSUs is calculated based on a market price of $75.96 per share, which was the closing price of our Common Stock on December 31, 2023, as reported by Nasdaq.

(3) | Amounts in this column represent PSUs with completed performance periods as of December 31, 2023, and for Mr. Lampropoulos include the cash incentive of $1,333,334 for 2021 awards. The figures shown are based upon actual achievement of the performance measures with respect to the PSU awards granted in 2021 with a three year performance period, including attainment of the maximum FCF and application of the 2nd quartile rTSR multiplier. These PSUs and the underlying shares and cash incentive vested and were issued or paid, as applicable, on March 4, 2024.

(4) | Amounts in this column represent unvested PSUs granted with incomplete performance periods as of December 31, 2023. The figures shown assume that maximum performance is achieved with respect to PSUs issued with ongoing performance periods extending beyond 2023 (including the maximum cash incentives of $2,000,000 and $2,666,666 for awards with ongoing performance periods granted to for Mr. Lampropoulos in 2022 and 2023 respectively) without application of the rTSR multiplier. The assumption of maximum performance is based on prior year performance. If maximum performance is achieved (including the maximum rTSR multiplier) the number and market value of shares and the cash incentive to be

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| issued or paid, as applicable, following vesting of these PSUs would be as follows for 2022: Mr. Lampropoulos: 30,755 Shares ($2,336,150) and $2,500,000 of PSU Cash Incentive (total of $4,836,150), Mr. Parra: 20,760 Shares ($1,576,930) and Messrs. Wright, Lloyd and Peterson: 11,533 shares ($876,009) and for 2023: Mr. Lampropoulos: 37,783 Shares ($2,869,959) and $3,333,333 of PSU Cash Incentive (total of $6,203,291) and Messrs. Parra, Wright, Lloyd and Peterson: 21,253 shares ($1,614,340).

Option Exercises and Stock Awards Vested

The following table provides information regarding stock options exercised by each of the NEOs and restricted stock awards (PSUs) that vested during the year ended December 31, 2023.

​ ​ ​ | ​ | ​ | ​ | ​ | ​
​ | Option Awards | ​ | Stock Awards
Named Executive Officer | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) (1) | ​ | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) (2)
Fred P. Lampropoulos | 200,000 | 7,798,000 | ​ | 27,159 | 1,916,918
Raul Parra | 6,000 | 193,740 | ​ | 10,183 | 718,751
Neil W. Peterson | 16,000 | 642,086 | ​ | — | —
Joseph C. Wright | — | — | ​ | 10,183 | 718,751
Brian G. Lloyd | — | — | ​ | 10,183 | 718,751

​

(1) | The reported value for this column is determined by multiplying the number of shares acquired upon the exercise of the applicable option by the difference between the market price of our Common Stock on the date of exercise and the exercise price of the stock option. The value is stated before payment of applicable taxes.

(2) | The reported value for this column is determined by multiplying the number of shares acquired upon vesting by the closing price of the Company’s shares on the date of vesting. The value is stated before payment of applicable taxes.

Non-Qualified Deferred Compensation

Pursuant to the Merit Medical Systems, Inc. Deferred Compensation Plan (Deferred Compensation Plan), NEOs may elect prior to the beginning of each calendar year to defer the receipt of base salary and bonuses earned for the ensuing calendar year. Amounts deferred are credited to an unfunded liability account maintained by the Company on behalf of the applicable NEO, which account is deemed invested in and earns a rate of return based upon certain notational, self-directed investment options offered under the Deferred Compensation Plan. The NEOs’ accounts under the Deferred Compensation Plan may also be credited with a discretionary employer matching contribution, although no such discretionary contribution was made for 2023 or at any other time since the Deferred Compensation Plan’s inception. Participant account balances under the Deferred Compensation Plan are fully-vested and will be paid by the Company to each NEO upon retirement or separation from employment, or on other specified dates, in a lump sum form or in installments according to a schedule elected in advance by the participant. The following table sets forth certain information regarding the account balance and amounts with respect to the NEOs who participated in the Deferred Compensation Plan during 2023.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
|  | Executive Contributions in Last Fiscal Year ($) (1) |  | Registrant Contributions in Last Fiscal Year ($) |  | Aggregate Earnings in Last Fiscal Year ($) (2) |  | Aggregate Withdrawals / Distributions ($) |  | Aggregate Balance at Last Fiscal Years End ($)
Named Executive Officer |  |  |  |  |  |  |  |  |  |
Neil W. Peterson |  | 121,269 | ​ | — | ​ | 44,049 | ​ | ​ | — | ​ | 536,401 | ​
Raul Parra | ​ | 30,317 | ​ | — | ​ | 3,393 | ​ | ​ | — | ​ | 33,711 | ​
Joseph C. Wright | ​ | — | ​ | — | ​ | 517,030 | ​ | ​ | — | ​ | 2,728,898 | ​

​

(1) | These amounts are also reflected in the Summary Compensation Table for the year ended December 31, 2023 as “Salary.”

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(2) | Earnings have not been reflected in the Summary Compensation Table for the year ended December 31, 2023 because they do not reflect compensation for services provided.

The table below shows the funds available for notational investment under the Deferred Compensation Plan and their annual rate of return for the calendar year ended December 31, 2023. These notational investments were generally the same as the mutual fund investment options offered in 2023 under our 401(k) Plan:

Name of Fund | Rate of Return
T. Rowe Price Blue Chip Growth Fund | 49.55 | %
T. Rowe Price Equity Income Fund | 9.75 | %
Vanguard 500 Index Fund Admiral Shares | 26.24 | %
Vanguard Total Stock Market Index Fund Admiral Shares | 26.01 | %
MFS Mid Cap Value Fund Class R6 | 12.92 | %
T. Rowe Price Mid-Cap Growth Fund | 20.26 | %
DFA U.S. Targeted Value | 19.31 | %
Vanguard Explorer Fund Admiral Shares | 19.90 | %
American Funds EuroPacific Growth Fund Class R-6 | 16.05 | %
Fidelity International Index Fund | 18.31 | %
Lazard Emerging Markets Equity Advantage Portfolio R6 Shares | 22.37 | %
MFS International Intrinsic Value Fund Class R6 | 18.05 | %
Vanguard Real Estate Index Fund Admiral Shares | 11.81 | %
Vanguard LifeStrategy Conservative Growth Fund | 12.48 | %
Vanguard LifeStrategy Moderate Growth Fund | 15.49 | %
Vanguard LifeStrategy Growth Fund Investor Shares | 18.55 | %
Vanguard LifeStrategy Income Fund Investor Shares | 9.48 | %
PIMCO Real Return Fund Institutional Class | 3.74 | %
PIMCO Total Return Fund Institutional Class | 6.30 | %
Vanguard Federal Money Market Fund | 5.09 | %

​

Potential Payments Upon Termination or Change in Control

​

Employment Agreements and PSUs

The Employment Agreements and PSU award agreements provide payments and benefits in the event of termination of employment under certain circumstances, including in connection with a Change in Control. The discussion that follows is only a summary of certain material provisions of the Employment Agreements, PSU award agreements and the 2018 Incentive Plan. This discussion is qualified in its entirety by reference to the full text of the applicable agreement or plan which can be found in the list of exhibits attached to our Annual Report.

Termination Other Than in Connection with a Change in Control

If an NEO’s employment with the Company is terminated for any reason, voluntarily or involuntarily, with or without Cause (as defined in the respective Employment Agreement), other than in Connection with a Change in Control (as defined in the respective Employment Agreement), we would be obligated to pay the NEO a lump sum cash payment equal to his or her accrued and unpaid base salary and any accrued vacation pay earned but not yet paid through the date of termination, plus a lump sum cash payment equal to the NEO’s accrued annual bonus earned for our last fiscal year ending immediately prior to the NEO’s date of termination, to the extent not already paid (the sum of such payments hereinafter referred to as Accrued Obligations).

With respect to PSUs granted to an NEO more than one year prior to the date of termination, if an NEO’s employment with the Company is terminated other than in Connection with a Change in Control by either the Company without Cause or by the NEO for Good Reason (as defined below), the NEO would be entitled to receive

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a pro rata portion of the number of shares of Common Stock (and the PSU Cash Incentive in the case of Mr. Lampropoulos) that would have been received under PSU award agreements had the NEO remained in continuous service with the Company through the end of the applicable performance period.

Pursuant to the CEO Employment Agreement, if Mr. Lampropoulos’ employment with the Company is terminated other than in Connection with a Change in Control either by the Company without Cause or by Mr. Lampropoulos for Good Reason, we are obligated to pay or provide (as applicable) to Mr. Lampropoulos the following: (i) the Accrued Obligations, (ii) a lump sum cash payment equal to two (2) times his annual base salary, (iii) maintenance of certain insurance benefits to Mr. Lampropoulos, his spouse and dependent children for twenty-four (24) months following the termination of his employment, (iv) automatic vesting of otherwise unvested stock options issued under the 2018 Incentive Plan that have been outstanding for one year or more prior to the date of termination, (v) full satisfaction of service-based vesting conditions relating to all unvested equity-based awards issued under the 2018 Incentive Plan that have been outstanding for one year or more prior to the date of termination and (vi) certain other benefits.

Any additional severance benefit payable to the NEOs, including Mr. Lampropoulos, is solely at the discretion of the Company. A termination is deemed to be in Connection with a Change in Control if it occurs on or within two years after the date of a Change in Control or, in the case of involuntary termination without Cause, within six months prior to a Change in Control and in anticipation of the Change in Control.

Change in Control has the meaning given to such term in the applicable agreement or plan. The Employment Agreements generally define a Change in Control as:

● | the acquisition in one or more integrated transactions by any individual, entity or group of beneficial ownership of more than 30% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors;

● | certain changes in a majority of the Board within a 12-month period; and

● | consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of our assets.

The PSU award agreements and 2018 Incentive Plan generally define a Change in Control as:

● | certain changes in the majority of the Board within a 24-month period;

● | the acquisition by any person of 30% or more of the Common Stock or other voting securities;

● | consummation of a merger or reorganization of the Company that requires the approval of our shareholders, unless more than 30% of the total voting power of the surviving corporation or its parent is represented by securities held by the company’s shareholders prior to the transaction, no person (other than an employee benefit plan sponsored or maintained by the surviving corporation or its parent) owns more than 30% of the securities eligible to elect directors of the surviving corporation or its parent, and at least a majority of the directors of the parent corporation or the surviving corporation were directors of the Company for a period of 12 months preceding such transaction;

● | shareholder approval of a liquidation or dissolution of the Company; or

● | a sale or other disposition of all or substantially all of our assets to another entity that is not controlled by our shareholders.

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Termination for Good Reason or Without Cause in Connection with a Change in Control

If an NEO’s employment with the Company is terminated by the NEO for Good Reason in Connection with a Change in Control or by the Company without Cause in Connection with a Change in Control, the Company is obligated to:

● | pay to the NEO any Accrued Obligations to the extent not already paid;

● | pay to the NEO a cash severance benefit equal to two times (three times solely in the case of the CEO) the sum of (i) the NEO’s annual base salary then in effect, and (ii) the NEO’s average annual bonus for the last three full fiscal years ending prior to the Change in Control;

● | continue to provide group health benefits to the NEO and/or NEO’s eligible spouse and dependent children for two years (three years solely in the case of the CEO) after the date of the NEO’s termination;

● | provide the NEO with certain outplacement services at our expense;

● | pay or provide to the NEO certain other accrued benefits to the extent not already paid or provided; and

● | provide the total Target PSU Shares (and the Target Cash Incentive, in the case of Mr. Lampropoulos) under the PSU award agreements, without regard to the Company’s performance or other vesting requirements.

The Employment Agreements, PSU award agreements and 2018 Incentive Plan generally define Cause as:

● | the willful and continued failure of an NEO to perform his or her duties after a written demand for substantial performance specifically identifying the deficiencies in the Executive’s performance has been delivered to the NEO by the Board or, in the case of all NEOs other than the CEO, by the CEO;

● | the willful engaging by an NEO in illegal conduct, intentional misconduct or gross negligence which materially and demonstrably injures the Company; or

● | violation of written Company policies prohibiting workplace discrimination, sexual harassment, and alcohol or substance abuse.

The Employment Agreements, PSU award agreements and 2018 Incentive Plan generally define Good Reason as:

● | our assignment to the NEO, upon or within two years after a Change in Control, of any duties inconsistent with or that diminishes the NEO’s duties, authority or responsibilities under the terms of the NEO’s Employment Agreement;

● | our failure to comply with certain compensation provisions in the Employment Agreements;

● | requiring the NEO to relocate to another office or location upon or within two years of a Change in Control; or

● | our failure to require any successor entity to comply with the terms of a respective Employment Agreement.

Termination for Cause or Without Good Reason Following a Change in Control

If the Company terminates an NEO’s employment for Cause on or after the date of a Change in Control, the Company must pay to the NEO his or her annual base salary and accrued vacation and must continue to pay and/or provide certain other welfare benefits to the extent not already provided and/or unpaid. If an NEO voluntarily terminates his or her employment without Good Reason upon or following a Change in Control, the Company is obligated to pay the NEO for Accrued Obligations and to provide certain other accrued benefits to the extent not already paid and/or provided.

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Termination upon Death or Disability

Upon an NEO’s termination of employment as a result of death or disability, other than in Connection with a Change in Control, the Company is obligated to pay the NEO (or the NEO’s estate) an amount equal to Accrued Obligations plus any additional discretionary severance benefits approved by the Compensation Committee. If an NEO’s employment is terminated after the date of a Change in Control by reason of the NEO’s death, the Company must also continue to provide certain welfare benefits to the NEOs family for a stated period. If an NEO’s employment is terminated after the date of a Change in Control by reason of the NEO’s disability, the Company must also continue to provide certain welfare benefits. After the end of the applicable performance period under his or her PSU award agreement, each such deceased or disabled NEO (or the NEO’s estate) shall also receive a pro rata portion of the number of shares of Common Stock (and in the case of Mr. Lampropoulos, a pro rata portion of the PSU Cash Incentive) that would have been received under his or her PSU award agreements had the NEO remained in continuous service with the Company.

Accelerated Stock Option and PSU Vesting Upon a Change in Control

Under our 2018 Incentive Plan, all otherwise unvested stock options held by NEOs become fully vested upon a Change in Control, without regard to whether the NEO terminates employment. Additionally, the Target PSU Shares under unvested PSU award agreements (and the Target Cash Incentive in the case of Mr. Lampropoulos) shall be payable without regard to otherwise applicable performance conditions.

Amounts Payable upon a Change in Control without Termination of Employment

The following table shows for each NEO the intrinsic value of his or her otherwise unvested stock options and PSUs on December 31, 2023 that would have vested had a “Change in Control” within the meaning of the Employment Agreements occurred on that date. For options, the intrinsic value is calculated by multiplying the number of underlying shares by the closing price of Common Stock on the last trading day of 2023 and by then subtracting the applicable option exercise price. For PSUs, the intrinsic value is calculated by multiplying the Target PSU Shares by the closing price of Common Stock on the last trading day of 2023, and in the case of Mr. Lampropoulos includes the Target Cash Incentives of $666,667, $1,000,000 and $1,333,333 under unvested PSU awards granted in 2021, 2022 and 2023, respectively. The Employment Agreements do not provide for any additional payments to the NEOs merely upon a Change in Control (i.e., absent a termination of employment of the NEOs).

​ | ​ | ​ | ​
Named Executive Officer | Intrinsic Value of Stock Options ($) | Intrinsic Value of Stock Awards (PSUs) ($) | Total ($)
Fred P. Lampropoulos | 2,866,023 | 5,802,620 | 8,668,643
Raul Parra | 569,132 | 1,546,546 | 2,115,678
Neil W. Peterson | 254,654 | 996,139 | 1,250,793
Joseph C. Wright | 516,045 | 1,266,177 | 1,782,222
Brian G. Lloyd | 516,045 | 1,266,177 | 1,782,222

​

Amounts Payable upon Termination of Employment

Termination without Cause or For Good Reason in Connection with a Change in Control.

The following table shows the amounts that would be payable to each NEO if the Company had undergone a Change in Control within the meaning of the Employment Agreements and the NEO’s employment with the Company terminated voluntarily for Good Reason or involuntarily without Cause, in each case, on December 31, 2023.

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Amounts shown in the table do not reflect any accrued vacation and distributions from our 401(k) Plan that are payable to all salaried employees upon termination of employment:

​ | ​ | ​ | ​ | ​ | ​ | ​
Named Executive Officer | Salary and Bonus Continuation | Stock Option Vesting Acceleration ($) (1) | Stock Award Vesting Acceleration ($) (2)(3) | Health Plan Coverage Continuation ($) (4) | Deferred Compensation Plan ($) (5) | Total ($)
Fred P. Lampropoulos | 9,589,858 | 2,866,023 | 5,802,620 | 71,799 | — | 18,330,300
Raul Parra | 1,926,998 | 569,132 | 1,546,546 | 45,938 | 33,711 | 4,122,325
Neil W. Peterson | 1,641,163 | 254,654 | 996,139 | 32,569 | 536,401 | 3,460,926
Joseph C. Wright | 1,970,912 | 516,045 | 1,266,177 | 45,938 | 2,728,898 | 6,527,970
Brian G. Lloyd | 1,840,719 | 516,045 | 1,266,177 | 45,938 | — | 3,668,879

​

(1) | Stock Option Vesting Acceleration represents the intrinsic value of the otherwise unvested stock options held by NEOs on December 31, 2023 calculated by multiplying the number of shares underlying such options by the closing price of Company shares on December 31, 2023 ($75.96 per share), and by then subtracting the applicable exercise price.

(2) | Stock Award Vesting Acceleration represents the intrinsic value of the unvested PSUs on December 31, 2023 calculated by multiplying the Target PSU Shares underlying such awards by the closing price of the Company shares on December 31, 2023 ($75.96 per share).

(3) | Includes the Target Cash Incentives of $1,333,333, $1,000,000, and $666,667 for Mr. Lampropoulos under unvested PSU awards granted in 2023, 2022 and 2021 respectively.

(4) | Health Plan Coverage Continuation amounts represent the estimated future cost of providing continuing Company-paid coverage under the Company’s group health, disability and life insurance plans for the applicable severance period. The estimated amounts are based upon December 31, 2023 actual premium rates, plus a 10% assumed rate of annual premium cost increases in health care benefits.

(5) | Deferred Compensation Plan amounts represent the account balance in each NEO’s Deferred Compensation Plan account as of December 31, 2023.

​

Involuntary Termination without Cause or Termination For Good Reason (Other Than in Connection with a Change in Control).

The following table shows the amounts that would be payable to each NEO if the NEO’s employment had terminated voluntarily for Good Reason or involuntarily without Cause, other than in connection with a Change in Control, on December 31, 2023 and we had exercised our discretion to pay severance equal to one year’s salary and the annual bonus earned in 2023.

The following amounts are in addition to accrued vacation and distributions from our 401(k) Plan that are payable to all salaried employees upon termination of employment:

Named Executive Officer |  | Discretionary Severance ($) (1) | Stock Option Vesting Acceleration ($) (2) | Stock Award Vesting Acceleration ($) (3)(4) | Health Plan Coverage Continuation ($) (5) | Deferred Compensation Plan ($) (6) | Total ($)
Fred P. Lampropoulos |  | 5,119,481 | 2,573,878 | 8,296,818 | 45,938 | — | 16,036,115
Raul Parra | ​ | 1,002,078 | — | 1,811,595 | — | 33,711 | 2,847,384
Neil W. Peterson |  | 927,662 | — | 897,695 | — | 536,401 | 2,361,758
Joseph C. Wright |  | 1,030,736 | — | 1,437,771 | — | 2,728,898 | 5,197,405
Brian G. Lloyd |  | 927,662 | — | 1,437,771 | — | — | 2,365,433

​

(1) | Assumes the Company exercised its discretion to pay severance equal to one year’s salary (two years in the case of Mr. Lampropoulos) and the 2023 earned bonus. The severance payment to Mr. Lampropoulos is not discretionary and is subject to the terms of the CEO Employment Agreement.

(2) | Stock Option Vesting Acceleration represents the intrinsic value of the otherwise unvested stock options, granted prior to December 31, 2022, held by Mr. Lampropoulos on December 31, 2023 calculated by multiplying the number of shares underlying such options by the closing price of Company shares on December 31, 2023 ($75.96 per share), and by then subtracting the applicable exercise price.

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(3) | Stock Award Vesting Acceleration represents the pro rata portion of the intrinsic value of unvested PSUs on December 31, 2023, as amended. The pro rata portion is based on the number of full months of continuous service compared to the number of months in the performance period. For Mr. Lampropoulos, the service-based vesting conditions of all unvested PSUs issued under the 2018 Incentive Plan that have been outstanding for one year or more prior to the date of termination are deemed to be fully satisfied. The intrinsic value of these additional PSUs are included in the amount for Mr. Lampropoulos. The number of shares expected to be awarded is based on the estimated probable FCF and rTSR multipliers as of December 31, 2023 and is multiplied by the closing price of the Company shares on December 31, 2023 ($75.96 per share) to calculate the intrinsic value.

(4) | For Mr. Lampropoulos, the amount included in this column includes the portion of unvested PSU Cash Incentives of $4,222,223 under his employment agreement and unvested PSU award agreements, which is based on the estimated probable FCF and rTSR multipliers as of December 31, 2023.

(5) | Health Plan Coverage Continuation amounts represent the estimated future cost of providing continuing Company-paid coverage under the Company’s group health, disability and life insurance plans for the applicable severance period. The estimated amounts are based upon December 31, 2023 actual premium rates, plus a 10% assumed rate of annual premium cost increases in health care benefits.

(6) | Deferred Compensation Plan amounts represent the account balance in the NEO’s Deferred Compensation Plan account as of December 31, 2023.

​

Termination on Account of Death, Disability, Involuntary Termination for Cause or Voluntary Resignation without Good Reason.

If, on December 31, 2023, a NEO had died, his employment had been terminated on account of disability, his employment had been terminated for Cause, or he had voluntarily resigned without Good Reason, whether or not in connection with a Change in Control, he would have been entitled to receive only:

● | his accrued salary and bonus earned through December 31, 2023;

● | accrued but unpaid vacation pay through December 31, 2023;

● | distribution of his vested account balance from our 401(k) Plan;

● | the payment of insured benefits, if applicable, under our broad-based long-term disability insurance or group term life insurance plans;

● | distribution of his Deferred Compensation Plan account balance; and

● | except for termination of employment involuntarily for Cause or as a result of resignation without Good Reason, a pro rata portion of the number of shares of Common Stock (and the PSU Cash Incentive in the case of Mr. Lampropoulos) that would have been received under PSU award agreements had the NEO remained in continuous service with the Company through the end of the applicable performance period.

​

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Pay Versus Performance

​

The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2023, 2022, 2021 and 2020. The table below contains information about the relationship between compensation actually paid, as computed in accordance with SEC rules, to our CEO and non-PEO NEOs as a group, and our financial performance for the four years 2020 – 2023. The cumulative Total Stockholder Return depicts a hypothetical $100 investment in our common stock on December 31, 2019, and shows the value of that investment over time for each calendar year. A hypothetical $100 investment in NASDAQ Stocks (SIC 3840-3849 US Companies Surgical, Medical, and Dental Instruments and Supplies) using the same methodology is shown for comparison. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

|  |  |  |  | Value of Initial Fixed $100 Investment Based on: |  |
Year | Summary Compensation Total for the Principal Executive Officer (“PEO”) | Compensation Actually Paid to the PEO | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEO”s) | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (loss) ($ in thousands) | Non-GAAP Operating Margin (%)
(a) | (b)(1) | (c)(1)(2) | (d)(3) | (e)(2)(3) | (f) | (g)(4) | (h) | (i)(5)
2023 | 10,052,664 | 9,799,372 | 2,740,977 | 2,715,268 | 243.19 | 126.53 | 94,411 | 18.2%
2022 | 8,128,833 | 12,087,645 | 2,091,141 | 2,009,224 | 226.12 | 121.20 | 74,516 | 17.0%
2021 | 7,537,100 | 10,691,399 | 1,678,125 | 2,266,274 | 199.50 | 169.94 | 48,454 | 16.0%
2020 | 7,703,508 | 12,603,991 | 1,722,505 | 2,903,044 | 177.78 | 148.06 | (9,843) | 13.7%

​

(1) | Fred P. Lampropoulos was the PEO for all four years in the table.

(2) | SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under the applicable SEC rules. The following table details these adjustments:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Summary Compensation Table Total | Subtract Stock Awards | Add Year-End Equity Value | Change in Value of Prior Equity Awards | Add Change in Value of Vested Equity Awards | Subtract Value of Equity Awards that Failed to Meet Vesting Conditions | Compensation Actually Paid
Year | Executives | ($) | ($) | ($) | ($) | ($) | ($) | ($)
2023 | PEO | 10,052,664 | (6,816,214) | 7,053,611 | (62,418) | (428,271) | — | 9,799,372
​ | Non-PEO NEOs | 2,740,977 | (1,704,065) | 1,763,413 | 9,312 | (94,369) | — | 2,715,268
2022 | PEO | 8,128,833 | (5,330,097) | 5,376,613 | 1,434,847 | 2,477,449 | — | 12,087,645
​ | Non-PEO NEOs | 2,091,141 | (980,076) | 819,171 | 211,296 | 253,211 | (385,519) | 2,009,224
2021 | PEO | 7,537,100 | (4,146,759) | 5,567,123 | 756,685 | 977,250 | — | 10,691,399
​ | Non-PEO NEOs | 1,678,125 | (691,110) | 927,825 | 170,049 | 181,385 | — | 2,266,274
2020 | PEO | 7,703,508 | (4,976,970) | 5,425,560 | 2,390,685 | 2,061,208 | — | 12,603,991
​ | Non-PEO NEOs | 1,722,505 | (893,427) | 834,434 | 557,540 | 681,992 | — | 2,903,044

​

(3) | For 2023, Raul Parra, Neil W. Peterson, Brian G. Lloyd and Joseph C. Wright were the Non-PEO NEOs. For 2022, Raul Parra, Neil W. Peterson, Brian G. Lloyd, Joseph C. Wright and Ronald A. Frost were the Non-PEO NEOs. For 2021 and 2020, Raul Parra, Ronald A. Frost, Brian G. Lloyd and Joseph C. Wright were the Non-PEO NEOs.

(4) | Peer Group Total Shareholder return is based on NASDAQ Stocks (SIC 3840-3849 US Companies Surgical, Medical, and Dental Instruments and Supplies) (the NASDAQ Peer Group). The NASDAQ Peer Group is the peer group used by the Company for the purposes of item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The companies included in the NASDAQ Peer Group are set forth on Appendix A attached hereto. The NASDAQ Peer Group was prepared by Zacks Investment Research, Inc. and is used with permission. All rights reserved. Copyright 1980-2023. Index Data: Copyright NASDAQ OMX, Inc.

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(5) | The Company Selected Measure is Non-GAAP Operating Margin. Non-GAAP operating income is calculated by adjusting GAAP operating income for certain items which are deemed by the Company’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations, as well as other items. Non-GAAP operating margin is calculated by dividing non-GAAP operating income by reported net sales. A reconciliation of non-GAAP financial measures used in this Proxy Statement to their most directly comparable GAAP financial measures is included under the heading “Non-GAAP Financial Measures” below. The Company selected this measure because it is a principal metric upon which our Foundations for Growth Program is based, and a key metric considered by the Compensation Committee in making its determinations regarding compensation of our PEO and Non-PEO NEOs.

The following table identifies the four most important financial and strategic measures used by our Compensation Committee to link the “compensation actually paid” (CAP) to our NEOs in 2023, as calculated in accordance with Item 402(v) of Regulation S-K, to company performance. For a discussion regarding the manner in which these financial performance measures are tied to the compensation of our NEO’s, refer to the section above entitled “Compensation Discussion and Analysis”.

​

Most Important Performance Measures
Net Sales
Total Shareholder Return and Peer Group Total Shareholder Return
Non-GAAP Operating margin
Non-GAAP Earnings per share
Adjusted Free Cash Flow (Non-GAAP)

​

Narrative to the Pay versus Performance Table

For the year ended December 31, 2023, the most important financial measures we identified linking our compensation actually paid to our NEOs to the company performance are total shareholder return, net sales, non-GAAP operating margin, non-GAAP EPS and adjusted free cash flow.

CAP reflects, among other items, adjustments to the fair value of equity awards during the years presented. Factors impacting the fair value of equity awards include the price of our common stock at year end, as well as the projected and actual achievement of performance metrics under our equity awards. Long-term incentives represent a large percentage of our NEOs’ target compensation. Because the value of our long-term incentive awards is tied to the value of our common stock, TSR will have a significant influence on the value of such awards and thereafter aligns the value of compensation to the stockholder experience. Performance based equity awards for our NEO’s are based on a targeted adjusted free cash flow metric. The Company’s adjusted free cash flow will have a significant impact on the value of these awards and is important to support the Company’s ongoing operations.

Net sales, non-GAAP operating margin and non-GAAP EPS were significant components in the determination of the short Incentive bonuses under our Executive Bonus Plan and are important measures of our Company’s financial performance. Net income is included for disclosure requirements, but there is no relationship between net income and CAP in our incentive plans except where it applies to non-GAAP EPS, and therefore we have not presented a graphical relationship between CAP and net income.

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The charts below further depict the relationship between compensation actually paid to our CEO and other NEOs (as calculated in accordance with the SEC rules) in fiscal year 2020, 2021, 2022 and 2023 and our most important performance measures.

​

(1) | TSR represents the value of a $100 investment in common stock, assuming reinvestment of dividends, as measured at each fiscal year end.

(2) | Peer group used to determine total shareholder return values was NASDAQ Stocks (SIC 3840-3849 US Companies Surgical, Medical, and Dental Instruments and Supplies).

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CEO Pay Ratio

The following pay ratio and supporting information compares (x) the annual total compensation for the year ended December 31, 2023 of our median employee identified as of December 31, 2023 by taking into account all of our employees other than our CEO, (including full-time and part-time employees and employees on leave) and annualizing permanent employees (full-time and part-time) that did not work a full year, (excluding employees on leave under the Family and Medical Leave Act of 1993, employees called for active military duty, and employees who took an unpaid leave of absence during the period for another reason) (Median Employee) against (y) the annual total compensation of our CEO (as reported in our Summary Compensation Table), as required by Section 953(b) of the Dodd-Frank Act.

As illustrated in the table below, our 2023 CEO pay ratio was 281 to 1.

​ | ​ ​
​ | 2023 Compensation ($)
Fred P. Lampropoulos (1) | 10,052,664
Median Employee (2) | 35,793

​

(1) | For additional information, see our Summary Compensation Table beginning on page 58.

(2) | Amount represents taxable compensation paid, plus the fair value of equity awards granted (if applicable) to the Median Employee during 2022, plus bonus accrued and paid in 2023.

​

We have reviewed the changes in our employee population and employee compensatory arrangements and determined there have been no changes to our employee population or employee compensatory arrangements that would result in a significant change to our pay ratio disclosure. Thus, we referenced the same median employee identified for 2022 for purposes of the computation of the 2023 pay ratio.

In calculating the median employee in 2022, we calculated the annual total compensation (annual taxable compensation, plus the fair value of equity awards granted) for all employees of the Company (other than the CEO) for the year ended December 31, 2022. We believe that annual total compensation is a consistently applied compensation measure and appropriate for determining the median-paid employee. We used actual annual total compensation (converted, where applicable, to U.S. dollars based on an average annual exchange rate for the year ended December 31, 2022) and did not make any assumptions or adjustments to the amounts determined.

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PROPOSAL 3: A pproval of an Amendment to the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan to Increase the Number of Common Stock Authorized for Issuance Thereunder by 3,000,000 Shares | The Board unanimously recommends a vote FOR on this proposal |

​

Upon the recommendation of our Compensation Committee, our Board has unanimously approved, and unanimously recommends that the shareholders approve, the Third Amendment to the 2018 Incentive Plan, attached hereto as Appendix B (Incentive Plan Amendment). If approved by the shareholders at the Annual Meeting, the number of shares authorized for issuance under the 2018 Incentive Plan will increase by 3,000,000 shares from 6,100,000 shares to 9,100,000 shares of our Common Stock.

The Board recommends that shareholders approve the Incentive Plan Amendment because it will allow the Company to better (a) align employee and shareholder interests, and (b) recruit and retain talented employees and senior management.

The 2018 Incentive Plan was originally approved by our shareholders in 2018. In 2021, we obtained Board and shareholder approval to increase the shares authorized under the 2018 Incentive Plan by 3,000,000 shares, to a total of 6,100,000 shares of Common Stock. As of March 18, 2024, the 2018 Incentive Plan had 1,746,011 shares of Common Stock available for grant, and if the Incentive Plan Amendment is approved, a total of 4,746,011 shares of Common Stock will be available for grant.

Significant Historical Award Information

​ | ​ | ​ | ​
Key Equity Metric | 2023 | 2022 | 2021
Percentage of equity awards granted to NEOs (1) | 34.1% | 44.2% | 20.4%
Equity burn rate (2) | 1.1% | 0.7% | 1.5%
Dilution (3) | 8.2% | 10.5% | 12.4%
Overhang (4) | 5.2% | 5.6% | 6.7%
Potential shares issuable from options and awards granted | 648,438 | 399,266 | 871,459
Shares issued under stock option exercises | 606,672 | 703,064 | 882,616

(1) | Percentage of equity awards granted to individuals who were named executive officers in the relevant year is calculated by dividing the number of shares that were issuable pursuant to equity awards that were granted to NEOs during the year by the number of shares issuable pursuant to all equity awards granted during the year.

(2) | Equity burn rate is calculated by dividing the number of shares issuable pursuant to equity awards granted during the year by the weighted average number of shares outstanding during the year, as disclosed in our Annual Report on Form 10-K.

(3) | Dilution is calculated by dividing the sum of (x) the number of shares issuable pursuant to equity awards outstanding at the end of the fiscal year and (y) the number of shares available under the 2018 Incentive Plan for future grants by the number of shares outstanding at the end of the year. If the shares from the Incentive Plan Amendment are included in the number of shares issuable pursuant to equity awards outstanding at the end of the fiscal year, this dilution metric would be approximately 13.4% in 2023.

(4) | Overhang is calculated by dividing the number of shares issuable pursuant to equity awards outstanding at the end of the year by the number of shares outstanding at the end of the year.

​

Incentive Plan Summary

The following is a brief description of the principal features of the 2018 Incentive Plan. This summary is qualified in its entirety by reference to the full text of the 2018 Incentive Plan, which is included as an exhibit to our Annual Report on Form 10-K, and the full text of the Incentive Plan Amendment attached hereto as Appendix B.

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Purpose

The purpose of the 2018 Incentive Plan is to assist the Company and its subsidiaries in attracting and retaining qualified individuals to serve as directors and employees of, and consultants and advisors to, the Company and our subsidiaries. The Board believes that the awards granted under the 2018 Incentive Plan align incentives of such individuals and help us achieve our long-term objectives, which in turn inure to the benefit of all our shareholders.

Eligibility

Directors, employees, consultants and advisors of the Company and our subsidiaries are eligible to receive awards under the 2018 Incentive Plan to the extent designated by the Compensation Committee or its delegate. The Compensation Committee has not yet determined who will receive future awards under the 2018 Incentive Plan, but future grants consistent with the Company’s historical equity-based compensation practices are likely.

Administration

The 2018 Incentive Plan is administered by the Compensation Committee. The Compensation Committee has the authority to interpret and construe the provisions of the 2018 Incentive Plan and to make all decisions and determinations relating to the operation of the 2018 Incentive Plan, including the authority and discretion to:

| ● | select the individuals to receive stock option grants or other awards;

| ● | determine the time or times when stock option grants or other awards will be granted and will vest; and

| ● | establish the terms and conditions upon which awards may be exercised.

Subject to certain limitations, the Compensation Committee may delegate to the CEO authority to make stock option grants to employees other than executive officers and directors.

Duration

The 2018 Incentive Plan became effective on May 24, 2018 and shall continue until May 23, 2028 unless sooner terminated by the Board of Directors.

Shares Subject to Plan

A maximum of 6,100,000 shares of Common Stock are currently authorized for issuance under the 2018 Incentive Plan (including issuance pursuant to incentive stock options). As of the Record Date, 1,746,011 shares were available for issuance under the 2018 Incentive Plan. If the Incentive Plan Amendment is approved, a maximum of 9,100,000 shares of Common Stock will be authorized for issuance and 4,746,011 shares will be available for issuance under the 2018 Incentive Plan. Any shares subject to options or stock appreciation rights are counted against the shares available for issuance under the 2018 Incentive Plan (Share Reserve) as one share for every share subject thereto. Any shares subject to awards other than options or stock appreciation rights, e.g., restricted stock units and performance share units, are counted against the Share Reserve as two and one-half shares for every one share subject thereto. If an award under the 2018 Incentive Plan is forfeited or expires, the subject shares are again available for grant under the 2018 Incentive Plan (such forfeited or expired shares, Recycled Shares). To the extent that a share that was subject to an award that counted as one share against the 2018 Incentive Plan Share Reserve becomes a Recycled Share, the Share Reserve would be credited with (increased by) one share. To the extent that a share that was subject to an award that counted as two and one-half shares against the 2018 Incentive Plan Share Reserve becomes a Recycled Share, the Share Reserve is credited with two and one-half shares. The following types of shares of Common Stock are not eligible to be granted again under the 2018 Incentive Plan:

| ● | shares tendered by the participant, or withheld by the Company, to satisfy the purchase price of an option or any tax withholding obligation;

| ● | shares which we repurchase with option proceeds; or

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| ● | shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on exercise thereof.

In the event the outstanding shares of Common Stock are increased, decreased, changed into, or exchanged for a different number or kind of shares or securities through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split or similar transaction (Recapitalization), the Share Reserve under the 2018 Incentive Plan will be proportionately adjusted.

We intend to register the new shares authorized for issuance under the 2018 Incentive Plan on a Registration Statement on Form S-8 under the Securities Act, as soon as practicable after receiving stockholder approval.

Types of Awards under the 2018 Incentive Plan

The 2018 Incentive Plan provides for the following types of awards (Awards): (a) stock options; (b) stock appreciation rights; (c) restricted stock; (d) restricted stock units, including performance stock units; and (e) other share-based awards. Awards under the 2018 Incentive Plan may be granted as “performance awards” subject to conditions on exercise, vesting or payment that are tied to satisfaction of pre-determined financial or other performance goals designated by the Compensation Committee and set forth in the applicable award agreements. Except in the case of certain Changes in Control, as described below, all awards under the 2018 Incentive Plan will have a minimum vesting requirement of at least one year of continuous service from the date of grant.

Stock Options

The Compensation Committee may from time to time award options to any 2018 Incentive Plan participant subject to the limitations described above. Stock options give the holder the right to purchase shares of our Common Stock within a specified time at a specified exercise price. Two types of stock options may be granted under the 2018 Incentive Plan, namely: (a) incentive stock options (ISOs), which are subject to special tax treatment as described below and which are limited to employees of the Company and our subsidiaries; and (b) non-statutory options (NSOs), which are available to all directors, employees, consultants and advisors of the Company and our subsidiaries. The exercise price of an option cannot be less than the fair market value of a share of Common Stock at the time of grant. A participant may pay the applicable Option exercise price in cash, certified check or by wire transfer, or if permitted under the applicable award agreement or by the Compensation Committee by tendering previously acquired shares, by withholding of shares or through a cashless broker-assisted exercise program. The expiration dates of options cannot be more than seven years after the date of the original grant. Other than appropriate adjustments as described above to reflect a Recapitalization, the Compensation Committee may not without the approval of our shareholders: (i) lower the option exercise price of an option after it is granted; (ii) cancel an option when the option exercise exceeds the fair market value of the underlying shares in exchange for another Award; or (iii) take any other action with respect to an option that may be treated as a repricing under the rules and regulations of NASDAQ.

Stock Appreciation Rights

The Compensation Committee may grant stock appreciation rights under the 2018 Incentive Plan to eligible participants. A stock appreciation right entitles the holder upon exercise to receive an amount in cash, shares of Common Stock, other property, or a combination thereof (as determined by the Compensation Committee), computed by reference to appreciation in the value of the Common Stock over its stated base value per share, which cannot be less than the fair market value of a share of Common Stock at the time of grant. The expiration dates of stock appreciation rights cannot be more than seven years after the date of the original grant.

Restricted Stock

The Compensation Committee may grant restricted shares of Common Stock under the 2018 Incentive Plan to such eligible participants, in such amounts, and subject to such terms and conditions (including the attainment of performance criteria) as the Compensation Committee determines in its discretion. Awards of restricted shares of

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the Common Stock may be made in exchange for services or other lawful consideration. Generally, awards of restricted shares of Common Stock are subject to the requirement that the shares be forfeited to the Company unless specified conditions are met. Subject to these restrictions, conditions and forfeiture provisions, any recipient of an award of restricted stock will have all the rights of a shareholder of the Company, including the right to vote the shares upon grant subject to these restrictions, conditions and forfeiture provisions.

Restricted Stock Units

The Compensation Committee may grant restricted stock units under the 2018 Incentive Plan having a value equal to a designated number of shares of Common Stock to such eligible participants, in such amounts, and subject to such terms and conditions (including the attainment of performance criteria) as the Compensation Committee determines in its discretion. If the requirements specified by the Compensation Committee are met, the grantee of such units will receive shares of Common Stock, cash, other property, or any combination thereof, equal to the fair market value of the designated number of shares of Common Stock. Restricted Stock Units may be granted in a manner under which the applicable payout (in shares, cash or a combination thereof) and vesting is linked to and contingent upon the attainment of designated performance measures, such as performance-based stock units (PSUs).

Other Share-Based Awards

The Compensation Committee may also make other awards measured by the value of or payable in the form of shares under the 2018 Incentive Plan subject to the satisfaction of specified performance or other criteria. Other share-based awards may be paid in shares of Common Stock, cash, other property, or any combination thereof.

Accelerated Exercisability and Vesting on a Change in Control

Under the 2018 Incentive Plan, all then outstanding awards will automatically become fully exercisable, vested and earned upon a Change in Control. Additionally, upon a Change in Control, the Company may elect to cancel all or any portion of then outstanding awards under the 2018 Incentive Plan in exchange for a payment equal to the fair market value of the cancelled awards. For this purpose, a Change in Control means: (a) certain changes in the majority of the Board within a 12-month period; (b) the acquisition by any person of 30% or more of the voting securities of the Company; (c) consummation of a merger or reorganization of the Company in which neither the Company nor another entity controlled by our shareholders is the surviving entity; (d) a sale or other disposition of all or substantially all of our assets to another entity that is not controlled by our shareholders; or (e) shareholder approval of a liquidation of the Company.

Recoupment/Clawback

The Company is entitled to recoup compensation of whatever kind paid under the 2018 Incentive Plan by the Company at any time to the extent required by applicable securities or other law or as provided in any recoupment policy adopted by the Company. See “Return of Incentive Compensation” on Page 52.

Provisions for Foreign Participants

The Compensation Committee may modify awards granted to participants who are foreign nationals or employed outside the United States or establish, amend or rescind rules, sub-plans or procedures under the 2018 Incentive Plan to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefits or other matters.

General Provisions

Unless authorized by the Compensation Committee in the agreement evidencing an award granted under the 2018 Incentive Plan, awards may not be transferred other than by will or the laws of descent and distribution, and may be exercised during the participant’s lifetime only by the participant or the participant’s guardian or legal representative. The Board may, from time to time, alter, amend, suspend or terminate the 2018 Incentive Plan.

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Unless sooner terminated by the Board of Directors, the 2018 Incentive Plan will automatically terminate on May 23, 2028. No grants may be made under the plan following the date of termination, although grants made prior to that date may remain outstanding following the termination of the 2018 Incentive Plan until their scheduled expiration date.

Certain Federal Income Tax Consequences

The following is a brief summary of certain U.S. federal income tax consequences relating to awards under the 2018 Incentive Plan. This summary is made as of the date of this Proxy Statement, is not (and is not intended to be) complete, and does not describe state, local, foreign, or other tax consequences. The tax information summarized is not tax advice. The U.S. federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Tax consequences for any particular individual may be different. We advise participants to consult with a tax advisor regarding the tax implications of their awards under the 2018 Incentive Plan.

Tax Consequences to the Company

To the extent that a participant recognizes ordinary income in the circumstances described below, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction for income tax purposes, but only if, among other things, the expense: (a) meets the test of reasonableness; (b) is an ordinary and necessary business expense; (c) is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (as amended, the Code); and (d) is not disallowed by the $1 million limitation on executive compensation under Section 162(m) of the Code.

Tax Consequences to Participants

The U.S. federal income tax consequences to participants receiving various types of awards under the 2018 Incentive Plan are summarized below.

Nonqualified Stock Options (NSOs). In general, for recipients of NSOs: (a) no income will be recognized by the participant at the time an NSO is granted; (b) at the time of exercise of an NSO, ordinary income will be recognized by the participant in an amount equal to the difference between the option exercise price paid for the shares of Common Stock and the fair market value of the shares, if unrestricted, on the date of exercise; and (c) at the time of sale of shares of Common Stock acquired pursuant to the exercise of an NSO, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held. For postexercise appreciation in share value to qualify for long-term capital gain treatment, the shares must be held for more than one year from their date of issuance.

Incentive Stock Options (ISOs). No income will be recognized by a participant upon the grant to them of an ISO. In general, no income will be recognized by the participant upon the exercise of an ISO for regular income tax purposes. However, the difference between the option price paid and the fair market value of the shares at exercise may constitute a preference item triggering alternative minimum tax on the participant. If shares of Common Stock are issued to a participant pursuant to the exercise of an ISO, and if no disqualifying disposition of such shares is made by such option holder within two years after the date of the grant or within one year after the transfer of such shares to the option holder, then upon later sale of such shares, any amount realized in excess of the option price will be taxed to the participant as long-term capital gain and any loss sustained will be a long-term capital loss. If shares of Common Stock acquired upon the timely exercise of an ISO are disposed of prior to the expiration of either holding period described above, the participant generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option exercise price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

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Stock Appreciation Rights. No income will be recognized by a participant in connection with the grant of a stock appreciation right. When the appreciation right is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of Common Stock or other property received on the exercise.

Restricted Stock. The recipient of restricted shares of Common Stock generally will not be subject to tax until the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (Restrictions). At such time, the participant will be subject to tax at ordinary income rates on the then fair market value of the restricted shares (reduced by any amount paid by the participant for such restricted shares). However, a participant who makes an election under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted shares. Any appreciation (or depreciation) after the date the value of the restricted shares initially becomes taxable to the participant which the participant later realizes upon a subsequent disposition of such shares will be treated as long-term or short-term capital gain (or loss) depending upon how long the shares have been held. If a Code Section 83(b) election has not been made, any dividends received with respect to shares of restricted stock that are subject to the restrictions generally will be treated as deferred compensation that is taxable as ordinary income to the participant.

Restricted Stock Units (including PSUs). Generally, no income will be recognized by a participant upon the award of restricted stock units, including PSUs. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on any cash received and the fair market value of any unrestricted shares of Common Stock or other property on the date that such amounts are transferred to the participant under the award (reduced by any amount paid, if any, by the participant for such restricted stock units).

Other Share-Based Awards. No income generally will be recognized by a participant upon the grant of other Share-Based Awards until such awards become vested and payable. Upon payment in respect of other Share-Based Awards, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted shares of Common Stock or other property received.

Value of Benefits

We are unable to determine the amount of benefits that may be received by participants under the 2018 Incentive Plan if the Incentive Plan Amendment is approved (or if it is not approved) as grants of awards under the 2018 Incentive Plan are discretionary with the Compensation Committee.

Certain Interests of Directors

In considering the recommendation of the Board with respect to the Incentive Plan Amendment, shareholders should be aware that our directors have certain interests which may present them with conflicts of interest in connection with such proposal. Specifically, as discussed above, our directors are eligible to receive awards under the 2018 Incentive Plan. The Board recognizes that adoption of the 2018 Incentive Plan may benefit our directors and their successors but believes that approval of the amendment to the 2018 Incentive Plan will advance our interests and the interests of our shareholders by encouraging directors, employees, consultants and advisors to make significant contributions to our long-term success.

The Board believes the Incentive Plan Amendment is in the best interests of the Company and its shareholders, and therefore unanimously recommends that the shareholders vote FOR the proposal to approve the Incentive Plan Amendment.

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AUDIT MATTERS

AUDIT MATTERS

​

Audit Committee Report

The Audit Committee provides oversight of our accounting and financial reporting processes, systems of internal accounting and financial controls and the audits of our financial statements. The Audit Committee reviewed with our independent registered public accounting firm and management the financial information included in our audited financial statements. All members of the Audit Committee are “independent,” as defined in the Nasdaq Marketplace Rules.

Management is responsible for our internal controls and financial reporting process. Our independent registered public accounting firm is responsible for performing an audit of our financial statements in accordance with generally accepted auditing standards in the United States of America and for expressing an opinion on those financial statements based on its audit. The Audit Committee reviews these processes on behalf of the Board. The Audit Committee has reviewed and discussed with our management and our independent registered public accounting firm the audited financial statements contained in our Annual Report. The Audit Committee has also reviewed and discussed management’s assessment of the effectiveness of our internal control over financial reporting, and the opinion of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting.

The Audit Committee also has discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standards 1301 (“AS 1301” Communication with Audit Committee), as amended.

The Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm required by AS 1301, as amended, as adopted by the Public Company Accounting Oversight Board, and has discussed with the independent registered public accounting firm its independence. The Audit Committee has also considered whether the provision of the non-audit services described herein under the caption “Proposal No. 5 - Ratification of Appointment of Independent Registered Public Accounting Firm” is compatible with maintaining the independence of the independent registered public accounting firm.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report.

​
​ Audit Committee Lynne N. Ward (Chair) Stephen C. Evans Thomas J. Gunderson Michael R. McDonnell

​

The information contained in this Audit Committee Report shall not be deemed to be “soliciting material,” to be “filed” with the SEC or be subject to Regulation 14A or Regulation 14C or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing of the Company, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

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Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm | The Board unanimously recommends a vote FOR this proposal |

​

Subject to shareholder ratification, the Audit Committee has recommended, and the Board has appointed Deloitte to audit the financial statements of the Company for the year ending December 31, 2024. Deloitte has acted as the independent public accounting firm for the Company since 1988.

The Board anticipates that representatives of Deloitte will be participating in the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

Fees Paid to Our Independent Certified Public Accounting Firm

The following table presents aggregate fees for audits of our consolidated financial statements and fees billed for other services rendered by Deloitte for the years ended December 31, 2023 and 2022.

​ | ​ | ​
​ | 2023 ($) | 2022 ($)
Audit Fees (1) | 1,830,292 | 1,442,940
Audit-Related Fees (2) | 428,480 | 66,630
Tax Fees (3) | 648,935 | 385,472
All Other Fees | — | —
Total | 2,907,707 | 1,895,042

(5) | Audit Fees: The aggregate fees billed by Deloitte, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the Deloitte Firms) for professional services rendered for the audits and reviews of our financial statements filed with the SEC on Forms 10-K, 10-Q and 8-K, for the audit of the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, for services provided in connection with statutory and regulatory filings or engagements, and for services provided in connection with our registration statements.

(6) | Audit-Related Fees: The aggregate fees billed by the Deloitte Firms for all audit-related services, including audits of our employee benefit plan, due diligence services, and certain accounting consultation services.

(7) | Tax Fees: The aggregate fees billed by the Deloitte Firms for tax compliance, tax advice and tax planning.

​

Pre-Approval Policies and Procedures

The Audit Committee ensures that the Company engages its independent registered public accounting firm to provide only audit and non-audit services that are compatible with maintaining the independence of its public accountants. The Audit Committee approves or pre-approves all services provided by our public accountants. Permitted services include audit and audit-related services, tax and other non-audit related services. Certain services are identified as restricted. Restricted services are those services that may not be provided by our external public accountants, whether identified in statute or determined in our opinion to be incompatible with the role of an independent auditor. All fees identified in the preceding table were approved by the Audit Committee. During 2023, the Audit Committee reviewed all non-audit services provided by our independent registered public accounting firm and concluded that the provision of such non-audit services was compatible with maintaining the independence of the external public accountants.

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STOCK OWNERSHIP AND TRADING

STOCK OWNERSHIP AND TRADING

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Principal Holders of Voting Securities

The following table sets forth information as of March 18, 2024, with respect to the beneficial ownership of shares of Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the Common Stock, by each director, by each director nominee, by each NEO and by all directors and executive officers as a group.

For each individual and group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 58,064,556 shares of Common Stock outstanding as of March 18, 2024, plus the number of shares of Common Stock that such person or group had the right to acquire on or within 60 days after March 18, 2024.

Unless otherwise noted, each person named has sole voting and investment power with respect to the shares indicated.

​ ​ ​ | ​ ​ | ​
Principal Shareholders | Number of Shares | Percentage of Outstanding Common Stock
Blackrock, Inc. (1) 55 East 52nd Street New York, NY 10055 | 10,067,008 | 17.3%
The Vanguard Group, Inc. (1) 100 Vanguard Blvd. Malvern, PA 19355 | 6,884,723 | 11.9%
William Blair Investment Management, LLC (1) William Blair Building 150 North Riverside Plaza Chicago, IL 60606 | 3,791,089 | 6.5%
​ | ​ | ​
Officers, Directors and Nominees | ​ | ​
Fred P. Lampropoulos (2) (3) | 1,553,525 | 2.7%
Joseph C. Wright (3) | 134,648 | *
Brian G. Lloyd (3) | 111,027 | *
Raul Parra (2) (3) | 77,440 | *
Neil W. Peterson (3) | 58,213 | *
F. Ann Millner, Ed.D. (3) | 73,948 | *
A. Scott Anderson (3) | 65,385 | *
Thomas J. Gunderson (3) | 63,245 | *
David K. Floyd | 11,736 | *
Lynne N. Ward (3) | 11,397 | *
Lonny J. Carpenter | 10,522 | *
Stephen C. Evans | 4,964 | *
Laura S. Kaiser | 3,050 | *
Michael R. McDonnell | 3,050 | *
Total Officers, Directors and Nominees (14 people) | 2,182,150 | 3.7%

* Represents a holding of less than 1.0%

​

(1) | Based upon the most recent Schedules 13F or 13G available on the SEC’s website as of March 18, 2024, with holdings reported as of December 31, 2023. Number of shares listed represents aggregate number of shares of Common Stock beneficially owned by each reporting person as indicated in the applicable Schedule 13F or 13G report.

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(2) | The computations above include the following share amounts that are held in our 401(k) Plan on behalf of participants as of March 18, 2024:

| ● | Mr. Lampropoulos, 97,547 shares

| ● | Mr. Parra, 2,770 shares

| ● | All executive officers and directors as a group, 100,332 shares

(3) | The computations above include the following share amounts that are subject to options exercisable within 60 days after March 18, 2024, none of which had been exercised as of such date:

​ | ​
● Mr. Lampropoulos, 378,909 shares | ● Dr. Millner, 46,250 shares
● Mr. Wright, 92,425 shares | ● Mr. Gunderson, 46,250 shares
● Mr. Lloyd, 86,425 shares | ● Mr. Anderson, 21,250 shares
● Mr. Peterson, 43,394 shares | ● Ms. Ward, 5,433 shares
● Mr. Parra, 62,663 shares ​ | ● All executive officers and directors as a group, 797,702 shares

​

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires directors, certain officers, and greater than ten percent holders of our common stock to file reports indicating their holdings of, and transactions in, our equity securities. Based on a review of these reports and written representations from our directors and the applicable officers, we believe that in 2023 all required reports were timely filed with the SEC, except that Ms. Kaiser had one report relating to a single transaction which was due on May 22, 2023, however due to a delay in receiving the necessary filing code the report was filed one day late on May 23, 2023.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table contains information regarding our equity compensation plans as of December 31, 2023 (in thousands, except weighted-average price):

Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders | 3,320 (1)(2) | 56.39 (3) | 1,797 (4)

(1) | Consists of 482,785 shares of Common Stock subject to options granted under the Merit Medical Systems, Inc. 2006 Long-Term Incentive Plan, 2,385,344 shares of Common Stock subject to options granted under the 2018 Incentive Plan, up to 431,910 shares of Common Stock subject to performance stock units granted under the 2018 Incentive Plan, and 20,358 shares of Common Stock subject to restricted stock units under the 2018 Incentive Plan.

(2) | Performance stock units are included in column (a) based on actual FCF and rTSR multipliers for unvested awards with completed performance periods and based on the maximum potential payout for awards with incomplete performance periods.

(3) | The weighted-average exercise price included in the table excludes the performance stock units and restricted stock units included in column (a), as the underlying shares are issued and distributed to the recipient upon vesting and do not have an exercise price.

(4) | Consists of 87,673 shares available to be issued under the 1996 Merit Medical Systems, Inc. Employee Stock Purchase Plan and 1,709,391 shares available to be issued under the 2018 Incentive Plan.

​

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OTHER PROXY INFORMATION

​

Information about the Annual Meeting and Voting

On behalf of the Company, the Board is soliciting your proxy to vote at our Annual Meeting (or at any adjournment of the meeting). This Proxy Statement includes information you need to know to vote at the Annual Meeting.

Date, Time and Place of the Annual Meeting

Date:May 15, 2024

​

Time:2:00 p.m. (Mountain Time) We encourage you to access the Annual Meeting prior to the start time and allow plenty of time to log into the Annual Meeting.

​

Place:Online at www.virtualshareholdermeeting.com/MMSI2024

​

The Annual Meeting platform is fully supported across browsers and devices running the most updated versions of the applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting.

This Proxy Statement, the Notice of the 2024 Annual Meeting of Shareholders and the accompanying form of proxy are first being mailed or made available to our shareholders on or about April 5, 2024.

We will bear all costs and expenses relating to the solicitation of proxies, including the costs of preparing, printing and mailing to shareholders this Proxy Statement and accompanying materials, as well as the expense of making this Proxy Statement and accompanying materials available on the Internet (although shareholders must bear any costs associated with their Internet access). In addition to the solicitation of proxies by use of the mail and the Internet, our directors, officers, and employees, without receiving additional compensation, may solicit proxies personally or by telephone, electronic mail or facsimile. Arrangements will be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of the shares of Common Stock held by those persons, and we will reimburse those brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

The Board has fixed the close of business on March 18, 2024 as the Record Date for determination of shareholders entitled to receive notice of and to vote at the Annual Meeting. As of the Record Date, there were issued and outstanding 58,064,556 shares of Common Stock. The holders of record of the shares of Common Stock on the Record Date entitled to be voted at the Annual Meeting are entitled to cast one vote per share on each matter submitted to a vote at the Annual Meeting.

Method for Electronic Viewing and Printing of the Proxy Materials

The Record Date is March 18, 2024. Shareholders of record on the Record Date will be entitled to notice and to vote, in person or by proxy, at the Annual Meeting and any adjournments or postponements thereof.

SEC rules allow companies to furnish their proxy materials over the Internet. As a result, the Company is mailing to most of its shareholders a Notice of Internet Availability of Proxy Materials (the Notice) instead of a paper copy of this Proxy Statement and our Annual Report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, the Annual Report and a form of proxy card or voting instruction card. All shareholders who do not receive a Notice will receive a paper copy of the proxy materials by mail. We believe this process will allow us to provide shareholders with the information they need in a more efficient manner, while reducing the environmental impact and lowering the costs of printing and distributing these proxy materials.

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All shareholders may choose to access our proxy materials on the website (www.proxyvote.com) or may request to receive a printed set of our proxy materials. This Proxy Statement contains information regarding the proposals to be considered at the Annual Meeting, and shareholders are encouraged to read it in its entirety.

Proxies

Shares of Common Stock that are entitled to be voted at the Annual Meeting and are represented by properly executed proxies will be voted in accordance with the instructions on those proxies.

If no instructions are indicated, shares on a properly executed proxy will be voted:

● | FOR the election of each of the three director nominees identified in this Proxy Statement;

● | FOR the non-binding resolution to approve the compensation of our NEOs;

● | FOR the approval of an amendment to increase the number of shares authorized under the 2018 Incentive Plan; and

● | FOR the ratification of the appointment of Deloitte to serve as our independent registered public accounting firm for the year ending December 31, 2024.

In respect of any other matters that may properly come before the Annual Meeting, shares represented by properly executed proxies may be voted at the discretion of the proxy holder. The Board is not currently aware of any other matters to be presented at the Annual Meeting.

Revocation of Proxies

A shareholder who has executed and returned a proxy may revoke it at any time prior to its exercise at the Annual Meeting by executing and returning a proxy bearing a later date by mail, by voting via the Internet, by filing with Brian G. Lloyd, our Corporate Secretary, at the address set forth above, a written notice of revocation bearing a later date than the proxy being revoked (in each case, the same must be delivered in advance of the Annual Meeting), or by voting the Common Stock covered thereby in person at the Annual Meeting. In order to revoke a proxy executed with respect to shares held in street name, the shareholder must contact the appropriate broker or nominee.

Broker Non-Votes

Shares of Common Stock that are held in “street name,” which means shares of Common Stock held of record by a trustee or in an account at a brokerage firm, bank, dealer, or other similar organization (collectively, brokerage firms), may be voted, even if the beneficial holder does not provide the brokerage firm with voting instructions. Brokerage firms have the authority under applicable securities rules to cast votes on certain “routine” matters, even if they do not receive instructions from their customers. However, the ratification of our independent registered accounting firm is considered the only routine matter for which brokerage firms may vote un-instructed shares. The election of directors, the advisory vote to approve named executive officer compensation, and the approval of the amendment to increase the number of shares authorized under the 2018 Incentive Plan, are not considered routine matters under current securities rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.”

As all of the proposals described in this Proxy Statement, other than the proposal to ratify our independent registered accounting firm, are considered to be non-routine matters, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

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Vote Required

A majority of the issued and outstanding shares of Common Stock entitled to vote, properly represented in person or by proxy, is required for a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted as “represented” for the purpose of determining the presence or absence of a quorum. Under the Utah Revised Business Corporation Act, once a quorum is established, shareholder approval with respect to a particular proposal is generally obtained when the votes cast in favor of the proposal exceed the votes cast against the proposal.

Holders of shares of Common Stock are entitled to one vote at the Annual Meeting for each share of Common Stock held of record on the Record Date. The vote required for each of the proposals described in this Proxy Statement is as follows:

Proposal 1: In the election of directors, shareholders will not be allowed to cumulate their votes. Each director-nominee who receives a majority of the votes cast with respect to his or her election will be elected as a director of the Company.

Proposal 2: The advisory vote on executive compensation is non-binding. Nevertheless, we will record the number of votes cast in favor of and against the proposal and will report the voting results.

Proposal 3: The proposal to approve an amendment to increase the number of shares authorized under the 2018 Incentive Plan requires that the votes cast in favor of the proposal must exceed the votes cast against the proposal.

Proposal 4: The proposal to ratify the appointment of Deloitte to serve as our independent registered public accounting firm for the year ending December 31, 2024 requires that the votes cast in favor of the proposal must exceed the votes cast against the proposal.

Abstentions and broker non-votes will not affect the outcome of any proposals to be considered at the Annual Meeting; however, because the fourth proposal is considered a routine matter, brokerage firms may vote un-instructed shares for or against the proposal.

​
​ No Dissenters’ Rights of Appraisal There are no rights of appraisal or similar dissenters’ rights with respect to any matter to be acted upon pursuant to this Proxy Statement.

Attending the Annual Meeting

The Annual Meeting will be online and a completely virtual meeting of shareholders. This format is more cost-efficient and makes the meeting accessible to more of our shareholders.

To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/MMSI2024 and enter the 16-digit control number included on your Notice, on your proxy card, or on the voting instructions that accompanied your proxy materials. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting. If you wish to submit a question before the meeting, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/MMSI2024, type your question into the “Ask a Question” field, and click “Submit.”

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Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment or product or service issues, are not pertinent to meeting matters and therefore will not be answered.

You may begin to log into the Annual Meeting platform beginning at 1:45 p.m. MDT on May 15, 2024. The Annual Meeting will begin promptly at 2:00 p.m. MDT on May 15, 2024. A list of registered shareholders of record entitled to vote shall be open to any shareholder for any purpose relevant to the Annual Meeting for ten days before the Annual Meeting, during normal business hours, at the Office of the Corporate Secretary. A list of registered shareholders as of the close of business on the Record Date will also be available for examination by the shareholders throughout the meeting at www.virtualshareholdermeeting.com/MMSI2024.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page. Technical support will be available starting at 1:45 p.m. MDT on May 15, 2024 and through the conclusion of the meeting.

Proxy Solicitation on Behalf of the Board

The Board is soliciting proxies to provide an opportunity for all shareholders to vote, whether or not the shareholders are able to participate in the Annual Meeting or any adjournment or postponement thereof. Directors, officers and employees of the Company may solicit proxies on behalf of the Board in person, by mail, by telephone or by electronic communication. The proxy representatives of the Board will not be specially compensated for their services in this regard.

Methods of Voting

The method of voting by proxy differs for shares of Common Stock registered directly in a shareholder’s name, considered the shareholder of record, and shares held in “street name,” which means shares held of record by a trustee or in an account at a brokerage firm, bank, dealer, or other similar organization.

Holders of Record

If the shareholder holds shares as a record holder, the shareholder may vote the shares by proxy on www.proxyvote.com, by means of the telephone (at 1-800-690-6903), by mail (by requesting a printed copy of this Proxy Statement and then voting by mail), or by participating in the Annual Meeting and voting over the Internet. Each method is discussed further below:

● | Voting by Mail. If a shareholder chooses to vote by mail, simply mark the proxy card mailed or transmitted to the shareholder (the Proxy) and complete, sign, date and mail it in the postage-paid envelope provided. The Proxy must be completed, signed and dated by the shareholder or the shareholder’s authorized representative.

● | Voting by Telephone. Shareholders of record can vote by phone by following the instructions on the Proxy or by calling toll-free at 1-800-690-6903. Voice prompts will instruct shareholders to vote their shares and confirm that their vote has been properly recorded.

● | Voting over the Internet. Shareholders of record can vote on the Internet by accessing the Internet at www.proxyvote.com. As with telephone voting, shareholders can confirm that their votes have been properly recorded. We provide Internet proxy voting to allow shareholders to vote their shares online, with procedures designed to ensure the authenticity and correctness of proxy vote instructions. However, please be aware that

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| shareholders must bear any costs associated with their Internet access, such as usage charges from Internet access providers and telephone companies.

● | Voting in Person. The Annual Meeting will be held entirely online, so there will be no way to vote in person at the meeting. Registered shareholders may vote over the Internet during the Annual Meeting.

​

If a shareholder votes his, her or its Proxy by telephone, the Internet or by returning the Proxy to us before the Annual Meeting, the individuals designated in the Proxy will vote as the Proxy directs. If a shareholder votes by telephone or over the Internet, the shareholder does not need to return the Proxy.

Telephone and Internet voting facilities for shareholders will be available 24 hours a day and will close at 11:59 P.M. ET on May 14, 2024 for shares held directly and by 11:59 P.M. ET on May 10, 2024 for shares held in the Company’s 401(k) Profit Sharing Plan.

Holders in “Street Name”

If a shareholder holds shares in “street name,” the shareholder should have received a voting instruction form from the broker, bank or other nominee holding the shares. The shareholder should follow the instructions in the voting instruction form in order to instruct your broker, bank or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker, bank or nominee.

A large number of banks and brokerage firms are participating in the Broadridge Investor Communications Solutions, Inc. (Broadridge) online program. This program provides eligible shareholders the opportunity to vote via the Internet or by telephone. If a shareholder’s bank or brokerage firm is participating in Broadridge’s program, the voting form will provide instructions.

If a shareholder holds shares in “street name” and the shareholder wishes to vote at the Annual Meeting, the shareholder will need the 16-digit control number included on her, his or its proxy card or voting instruction form (if the shareholder received a printed copy of the proxy materials) or included in the email to the shareholder, if she, he or it received the proxy materials by email in order to be able to vote her, his or its shares at the Annual Meeting.

Shareholders receiving multiple Notices, or whose shares are registered in more than one name or are registered in different accounts, should follow the voting instructions on each Notice to ensure that all of their shares are voted.

Employee 401(k) Profit Sharing Plan Shares

Employees participating and owning shares in the Company’s 401(k) Profit Sharing Plan will receive a voting instruction form. Your executed form will provide voting instructions to the plan trustee. If no instructions are provided, the plan trustee will vote the shares assigned to your plan account in the same proportion as to which it has received instructions from other plan participants. To allow sufficient time for voting, your voting instructions must be received by the trustee by 11:59 P.M. Eastern Time on May 10, 2024. You may not vote your shares held in the Company’s 401(k) Profit Sharing Plan virtually at the Annual Meeting.

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Additional Information and Additional Copies of Proxy Materials

We will provide without charge to any person from whom a proxy is solicited by the Board, upon the written request of that person, a copy of our Annual Report, including the financial statements and schedules thereto (as well as exhibits thereto, if specifically requested).

We will generally deliver one copy of this Proxy Statement, or Notice, as applicable, to each address where multiple record holders of our Common Stock reside, unless we have received instructions to the contrary (i.e., “householding”). Upon written or oral request, we will promptly deliver another copy of this Proxy Statement and the Annual Report, or Notice, as applicable, to any holder of our Common Stock living at a shared address where we have delivered only one copy. Shareholders who receive multiple copies of this Proxy Statement or the Notice at their address and would like to request householding of their communications should contact their broker.

Requests for copies of our Annual Report, additional information or additional Proxy Statements should be directed to:

​
​ Merit Medical Systems, Inc. Attn: Brian G. Lloyd, Corporate Secretary 1600 West Merit Parkway South Jordan, Utah 84095

​

Other Matters

As of the date of this Proxy Statement, the Board knows of no matters to be presented for action at the Annual Meeting other than those matters described in the preceding pages. If, however, any further business should properly come before the Annual Meeting, the persons named as proxies in the accompanying form will vote on that business in accordance with their best judgment.

Shareholder Proposals for Annual Meeting 2025

If any shareholder intends to present a proposal to be considered for inclusion in our proxy materials in connection with our 2025 annual meeting of shareholders, the proposal must be in proper form (per SEC Regulation 14A, Rule 14a-8 - Shareholder Proposals) and received by our Corporate Secretary no later than December 7, 2024. Nominations of persons for election as directors must be made consistent with the provisions of our Bylaws, including the requirement that the shareholder provide timely notice of the nomination in proper written form to our Corporate Secretary.

In accordance with the procedures set forth in our Bylaws, shareholders who wish to submit a proposal for consideration at our 2025 annual meeting of shareholders, including a nomination for director, but who do not wish to submit a proposal for inclusion in our proxy statement, must deliver notice of the proposal to our Corporate Secretary at our principal executive offices no earlier than December 17, 2024 and no later than January 16, 2025. Such proposals must contain all information required by our Bylaws. If the month and day of the next annual meeting is advanced or delayed by more than 30 calendar days from the month and day of the annual meeting to which this Proxy Statement relates, we will inform our shareholders of the change in a timely manner, as well as any change in the date by which proposals of shareholders must be received.

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Non-GAAP Financial Measures

Although our financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (GAAP) and the majority of the financial measures described in this Proxy Statement are calculated in accordance with GAAP, the Board and its committees use certain non-GAAP financial measures referenced in this Proxy Statement in order to assess year-over-year performance. We believe that such non-GAAP financial measures provide investors with useful information regarding the underlying business trends and performance of our ongoing operations and can be useful for period-over-period comparisons of such operations. Non-GAAP financial measures referenced in this Proxy Statement include:

● | non-GAAP gross margin;

● | non-GAAP operating income and margin;

● | non-GAAP net income; and

● | non-GAAP earnings per share

non-gaap financial measures Non-GAAP Gross Margin: Non-GAAP gross margin is calculated by reducing GAAP cost of sales by amounts recorded for amortization of intangible assets, corporate restructuring charges and inventory mark-up related to acquisitions. Non-GAAP gross margin is calculated by dividing non-GAAP gross profit by reported net sales. Non-GAAP Operating income and margin: Non-GAAP operating income is calculated by adjusting GAAP operating income for certain items which are deemed by Merit’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations, as well as other items referenced in the tables below. Non-GAAP operating margin is calculated by dividing non-GAAP operating income by reported net sales. Non-GAAP Net Income: Non-GAAP net income is calculated by adjusting GAAP net income for the items set forth in the definition of non-GAAP operating income above, as well as for expenses related to debt issuance costs, gains or losses on disposal of certain assets, changes in tax regulations, and other items set forth in the tables below. Non-GAAP Earnings Per Share: Non-GAAP earnings per share is defined as non-GAAP net income divided by the diluted shares outstanding for the corresponding period. Non-GAAP Free Cash Flow: Non-GAAP free cash flow is defined as GAAP operating cash flow less GAAP capital expenditures for property and equipment. Non-GAAP Free Cash Flow - adjusted: Non-GAAP free cash flow - adjusted is defined as Non-GAAP free cash flow adjusted for the cash effect of any non-GAAP adjustments to the Company’s financial statements.

​

Our management team uses these and other non-GAAP financial measures to evaluate our profitability and efficiency, to compare operating results to prior periods, to evaluate changes in the operating results of our operating segments, and to measure and allocate financial resources internally. Our Board and Compensation Committee may also use these non-GAAP financial measures to assess the performance of certain of our NEOs.

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Neither our management nor our Board or Compensation Committee consider any such non-GAAP measures in isolation or as an alternative to such measures determined in accordance with GAAP.

You should consider non-GAAP measures used in this Proxy Statement in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures generally exclude some, but not all, items that may affect our financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded. We believe it is useful to exclude such items in the calculation of non-GAAP gross margin, non-GAAP operating income and margin, non-GAAP net income, and non-GAAP earnings per share (in each case, as further illustrated in the reconciliation tables below) because such amounts in any specific period may not directly correlate to the underlying performance of our business operations and can vary significantly between periods as a result of factors such as such new acquisitions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, government proceedings or changes in tax or industry regulations, debt issuance costs, and gains or losses on disposal of certain assets. We may incur similar types of expenses in the future, and the non-GAAP information included in this Proxy Statement should not be viewed as a statement or indication that these types of expenses will not recur. Additionally, the non-GAAP financial measures used in this Proxy Statement may not be comparable with similarly titled measures of other companies. We urge readers to review the reconciliations of our non-GAAP financial measures to the comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business or results of operations.

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Tables reconciling our 2023, 2022, 2021, 2020 and 2019 non-GAAP gross margin, non-GAAP operating income and margin, non-GAAP net income and non-GAAP earnings per share to equivalent GAAP measures are included below:

Reconciliation of GAAP Net INCOME and EARINGS per share

to Non-GAAP Net Income and earnings per share

(Unaudited, in thousands except per share amounts)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Year Ended December 31, 2023
​ | Pre-Tax | Tax Impact | After-Tax | Per Share Impact
GAAP net income | $ | 112,089 | ​ | $ | (17,678) | ​ |  | $ | 94,411 | ​ | $ | 1.62
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP adjustments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of Sales | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of intangibles | ​ | 47,795 | ​ | ​ | (11,492) | ​ | ​ | ​ | 36,303 | ​ | ​ | 0.62
Corporate restructuring (1) | ​ | 448 | ​ | ​ | (108) | ​ | ​ | ​ | 340 | ​ | ​ | 0.01
Inventory mark-up related to acquisitions | ​ | 2,069 | ​ | ​ | (497) | ​ | ​ | ​ | 1,572 | ​ | ​ | 0.03
Operating expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration expense | ​ | 1,704 | ​ | ​ | (47) | ​ | ​ | ​ | 1,657 | ​ | ​ | 0.03
Impairment charges | ​ | 270 | ​ | ​ | — | ​ | ​ | ​ | 270 | ​ | ​ | 0.00
Amortization of intangibles | ​ | 8,293 | ​ | ​ | (1,998) | ​ | ​ | ​ | 6,295 | ​ | ​ | 0.11
Performance-based share-based compensation (2) | ​ | 8,526 | ​ | ​ | (1,121) | ​ | ​ | ​ | 7,405 | ​ | ​ | 0.13
Corporate transformation and restructuring (3) | ​ | 19,365 | ​ | ​ | (4,646) | ​ | ​ | ​ | 14,719 | ​ | ​ | 0.25
Acquisition-related | ​ | 5,286 | ​ | ​ | (1,269) | ​ | ​ | ​ | 4,017 | ​ | ​ | 0.07
Medical Device Regulation expenses (4) | ​ | 11,822 | ​ | ​ | (2,838) | ​ | ​ | ​ | 8,984 | ​ | ​ | 0.15
Other (5) | ​ | (1,268) | ​ | ​ | 304 | ​ | ​ | ​ | (964) | ​ | ​ | (0.02)
Other (Income) Expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of long-term debt issuance costs | ​ | 1,639 | ​ | ​ | (393) | ​ | ​ | ​ | 1,246 | ​ | ​ | 0.02
Gain on disposal of business unit | ​ | (431) | ​ | ​ | — | ​ | ​ | ​ | (431) | ​ | ​ | (0.01)
​ | ​ | ​ | ​ | ​
Non-GAAP net income | $ | 217,607 | ​ | $ | (41,783) | ​ | ​ | $ | 175,824 | ​ | $ | 3.01
​ | ​ | ​ | ​ | ​
Diluted shares | ​ | ​ | ​ | 58,356

​

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Reconciliation of GAAP Net income and EARNINGS per share

to Non-GAAP Net Income and earnings per share

(Unaudited, in thousands except per share amounts)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Year Ended December 31, 2022
​ | Pre-Tax | Tax Impact | After-Tax | Per Share Impact
GAAP net income | $ | 82,629 |  | $ | (8,113) |  | ​ | $ | 74,516 |  | $ | 1.29
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP adjustments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of Sales | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of intangibles | ​ | 42,154 | ​ | ​ | (10,335) | ​ | ​ | ​ | 31,819 | ​ | ​ | 0.55
Operating expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration expense | ​ | 4,611 | ​ | ​ | 14 | ​ | ​ | ​ | 4,625 | ​ | ​ | 0.08
Impairment charges | ​ | 2,219 | ​ | ​ | (318) | ​ | ​ | ​ | 1,901 | ​ | ​ | 0.03
Amortization of intangibles | ​ | 6,300 | ​ | ​ | (1,558) | ​ | ​ | ​ | 4,742 | ​ | ​ | 0.08
Performance-based share-based compensation (2) | ​ | 5,506 | ​ | ​ | (546) | ​ | ​ | ​ | 4,960 | ​ | ​ | 0.09
Corporate transformation and restructuring (3) | ​ | 23,757 | ​ | ​ | (5,516) | ​ | ​ | ​ | 18,241 | ​ | ​ | 0.32
Acquisition-related | ​ | 2,114 | ​ | ​ | (517) | ​ | ​ | ​ | 1,597 | ​ | ​ | 0.03
Medical Device Regulation expenses (4) | ​ | 12,933 | ​ | ​ | (3,166) | ​ | ​ | ​ | 9,767 | ​ | ​ | 0.17
Other (5) | ​ | 7,966 | ​ | ​ | (1,893) | ​ | ​ | ​ | 6,073 | ​ | ​ | 0.11
Other (Income) Expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of long-term debt issuance costs | ​ | 604 | ​ | ​ | (148) | ​ | ​ | ​ | 456 | ​ | ​ | 0.01
Loss on disposal of business unit | ​ | 1,407 | ​ | ​ | (29) | ​ | ​ | ​ | 1,378 | ​ | ​ | 0.02
Tax expense related to restructuring (6) | - | ​ | (4,324) | (4,324) | (0.07)
​ | ​ | ​ | ​ | ​
Non-GAAP net income | $ | 192,200 | ​ | $ | (36,449) | ​ | ​ | $ | 155,751 | ​ | $ | 2.70
​ | ​ | ​ | ​ | ​
Diluted shares | ​ | ​ | ​ | 57,671

​

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Reconciliation of GAAP Net income and EARNINGS per share

to Non-GAAP Net Income and earnings per share

(Unaudited, in thousands except per share amounts)

​ ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Year Ended December 31, 2021
​ | Pre-Tax | Tax Impact | After-Tax | Per Share Impact
GAAP net income | $ | 53,917 | ​ | $ | (5,463) | ​ | ​ | $ | 48,454 | ​ | $ | 0.84
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP adjustments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of Sales | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of intangibles | ​ | 42,453 | ​ | ​ | (10,543) | ​ | ​ | ​ | 31,910 | ​ | ​ | 0.56
Inventory write-off (1) | ​ | 1,620 | ​ | ​ | (202) | ​ | ​ | ​ | 1,418 | ​ | ​ | 0.02
Operating expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration expense | ​ | 3,161 | ​ | ​ | 52 | ​ | ​ | ​ | 3,213 | ​ | ​ | 0.06
Impairment charges | ​ | 4,283 | ​ | ​ | (481) | ​ | ​ | ​ | 3,802 | ​ | ​ | 0.07
Amortization of intangibles | ​ | 7,183 | ​ | ​ | (1,798) | ​ | ​ | ​ | 5,385 | ​ | ​ | 0.09
Performance-based share-based compensation (2) | ​ | 5,035 | ​ | ​ | (604) | ​ | ​ | ​ | 4,431 | ​ | ​ | 0.08
Corporate transformation and restructuring (3) | ​ | 18,649 | ​ | ​ | (4,620) | ​ | ​ | ​ | 14,029 | ​ | ​ | 0.24
Acquisition-related | ​ | 8,473 | ​ | ​ | (2,100) | ​ | ​ | ​ | 6,373 | ​ | ​ | 0.11
Medical Device Regulation expenses (4) | ​ | 4,036 | ​ | ​ | (1,001) | ​ | ​ | ​ | 3,035 | ​ | ​ | 0.05
Other (5) | ​ | 16,652 | ​ | ​ | (2,977) | ​ | ​ | ​ | 13,675 | ​ | ​ | 0.24
Other (Income) Expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of long-term debt issuance costs | ​ | 604 | ​ | ​ | (150) | ​ | ​ | ​ | 454 | ​ | ​ | 0.01
​ | ​ | ​ | ​ | ​
Non-GAAP net income | $ | 166,066 | ​ | $ | (29,887) | ​ | ​ | $ | 136,179 | ​ | $ | 2.37
​ | ​ | ​ | ​ | ​
Diluted shares | ​ | ​ | ​ | 57,359

​

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Reconciliation of GAAP Net (LOSS) and (LOSS) per share

to Non-GAAP Net Income and earnings per share

(Unaudited, in thousands except per share amounts)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Year Ended December 31, 2020
​ | ​ Pre-Tax | ​ Tax Impact | ​ After-Tax | Per Share Impact
GAAP net loss | $ | (13,231) | ​ | $ | 3,388 | ​ | ​ | $ | (9,843) | ​ | $ | (0.18)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP adjustments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of Sales | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of intangibles | ​ | 50,696 | ​ | ​ | (13,065) | ​ | ​ | ​ | 37,631 | ​ | ​ | 0.67
Inventory write-off (1) | ​ | 1,752 | ​ | ​ | (465) | ​ | ​ | ​ | 1,287 | ​ | ​ | 0.02
Inventory mark-up related to acquisitions | ​ | 191 | ​ | ​ | (49) | ​ | ​ | ​ | 142 | ​ | ​ | 0.00
Operating expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration benefit | ​ | (7,960) | ​ | ​ | 466 | ​ | ​ | ​ | (7,494) | ​ | ​ | (0.13)
Impairment charges | ​ | 36,504 | ​ | ​ | (7,115) | ​ | ​ | ​ | 29,389 | ​ | ​ | 0.52
Amortization of intangibles | ​ | 7,943 | ​ | ​ | (2,141) | ​ | ​ | ​ | 5,802 | ​ | ​ | 0.10
Performance-based share-based compensation (2) | ​ | 3,735 | ​ | ​ | (475) | ​ | ​ | ​ | 3,260 | ​ | ​ | 0.06
Corporate transformation and restructuring (3) | ​ | 14,175 | ​ | ​ | (3,700) | ​ | ​ | ​ | 10,475 | ​ | ​ | 0.19
Acquisition-related | ​ | 1,229 | ​ | ​ | (317) | ​ | ​ | ​ | 912 | ​ | ​ | 0.02
Medical Device Regulation expenses (4) | ​ | 1,379 | ​ | ​ | (359) | ​ | ​ | ​ | 1,020 | ​ | ​ | 0.02
Other (5) | ​ | 24,438 | ​ | ​ | (3,815) | ​ | ​ | ​ | 20,623 | ​ | ​ | 0.37
Other (Income) Expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of long-term debt issuance costs | ​ | 604 | ​ | ​ | (155) | ​ | ​ | ​ | 449 | ​ | ​ | 0.01
Gain on disposal of business unit | ​ | (517) | ​ | ​ | 133 | ​ | ​ | ​ | (384) | ​ | ​ | (0.01)
​ | ​ | ​ | ​ | ​
Non-GAAP net income | $ | 120,938 | ​ | $ | (27,669) | ​ | ​ | $ | 93,269 | ​ | $ | 1.65
​ | ​ | ​ | ​ | ​
Diluted shares | ​ | ​ | ​ | 56,374

​

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Reconciliation of GAAP Net Income and earnings per share

to Non-GAAP Net Income and earnings per share

(Unaudited, in thousands except per share amounts)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Year Ended December 31, 2019
​ | ​ Pre-Tax | ​ Tax Impact | ​ After-Tax | Per Share Impact
GAAP net income | $ | 2,193 | ​ | $ | 3,258 | ​ | ​ | $ | 5,451 | ​ | $ | 0.10
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP adjustments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of Sales | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of intangibles | ​ | 49,707 | ​ | ​ | (12,730) | ​ | ​ | ​ | 36,977 | ​ | ​ | 0.66
Inventory mark-up related to acquisitions | ​ | 1,122 | ​ | ​ | (289) | ​ | ​ | ​ | 833 | ​ | ​ | 0.01
Operating expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration benefit | ​ | (232) | ​ | ​ | (47) | ​ | ​ | ​ | (279) | ​ | ​ | (0.00)
Impairment charges | ​ | 23,750 | ​ | ​ | (6,113) | ​ | ​ | ​ | 17,637 | ​ | ​ | 0.31
Amortization of intangibles | ​ | 10,964 | ​ | ​ | (2,884) | ​ | ​ | ​ | 8,080 | ​ | ​ | 0.14
Corporate transformation and restructuring (3) | ​ | 5,551 | ​ | ​ | (1,433) | ​ | ​ | ​ | 4,118 | ​ | ​ | 0.07
Acquisition-related | ​ | 3,497 | ​ | ​ | (743) | ​ | ​ | ​ | 2,754 | ​ | ​ | 0.05
Medical Device Regulation expenses (4) | ​ | 562 | ​ | ​ | (98) | ​ | ​ | ​ | 464 | ​ | ​ | 0.01
Other (5) | ​ | 7,282 | ​ | ​ | (1,874) | ​ | ​ | ​ | 5,408 | ​ | ​ | 0.10
Other (Income) Expense | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amortization of long-term debt issuance costs | ​ | 821 | ​ | ​ | (211) | ​ | ​ | ​ | 610 | ​ | ​ | 0.01
Tax expense related to restructuring (6) | ​ | — | ​ | ​ | 93 | ​ | ​ | ​ | 93 | ​ | ​ | 0.00
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP net income | $ | 105,217 | ​ | $ | (23,071) | ​ | ​ | $ | 82,146 | ​ | $ | 1.46
​ | ​ | ​ | ​ | ​
Diluted shares | ​ | ​ | ​ | 56,235

​

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Reconciliation of Reported GAAP OPERATING INCOME (Loss)

to Non-GAAP OPERATING INCOME

(Unaudited, in thousands)

​ ​ ​ ​ ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31,
​ | ​ | 2023 | ​ | ​ | ​ | 2022 | ​ | ​ | ​ | 2021 | ​ | ​ | 2020 | ​ | 2019
Net Sales as Reported | $ | 1,257,366 | ​ | ​ | $ | 1,150,981 | ​ | ​ | $ | 1,074,751 | ​ | $ | 963,875 | $ | 994,852
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
GAAP Operating income (loss) | ​ | 123,944 | ​ | ​ | ​ | 87,563 | ​ | ​ | ​ | 60,916 | ​ | ​ | (1,562) | ​ | 15,434
Cost of Sales | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | ​ |
Amortization of intangibles | ​ | 47,795 | ​ | ​ | ​ | 42,154 | ​ | ​ | ​ | 42,453 | ​ | ​ | 50,696 | ​ | 49,707
Corporate restructuring and inventory write-off (1) | ​ | 448 | ​ | ​ | ​ | — | ​ | ​ | ​ | 1,620 | ​ | ​ | 1,752 | ​ | —
Inventory mark-up related to acquisitions | ​ | 2,069 | ​ | ​ | ​ | — | ​ | ​ | ​ | — | ​ | ​ | 191 | ​ | 1,122
Operating Expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration expense (benefit) | ​ | 1,704 | ​ | ​ | ​ | 4,611 | ​ | ​ | ​ | 3,161 | ​ | ​ | (7,960) | ​ | (232)
Impairment charges | ​ | 270 | ​ | ​ | ​ | 2,219 | ​ | ​ | ​ | 4,283 | ​ | ​ | 36,504 | ​ | 23,750
Amortization of intangibles | ​ | 8,293 | ​ | ​ | ​ | 6,300 | ​ | ​ | ​ | 7,183 | ​ | ​ | 7,943 | ​ | 10,964
Performance-based share-based compensation (2) | ​ | 8,526 | ​ | ​ | ​ | 5,506 | ​ | ​ | ​ | 5,035 | ​ | ​ | 3,735 | ​ | —
Corporate transformation and restructuring (3) | ​ | 19,365 | ​ | ​ | ​ | 23,757 | ​ | ​ | ​ | 18,649 | ​ | ​ | 14,175 | ​ | 5,551
Acquisition-related | ​ | 5,286 | ​ | ​ | ​ | 2,114 | ​ | ​ | ​ | 8,473 | ​ | ​ | 1,229 | ​ | 3,497
Medical Device Regulation expenses (4) | ​ | 11,822 | ​ | ​ | ​ | 12,933 | ​ | ​ | ​ | 4,036 | ​ | ​ | 1,379 | ​ | 562
Other (5) | ​ | (1,268) | ​ | ​ | ​ | 7,966 | ​ | ​ | ​ | 16,652 | ​ | ​ | 24,438 | ​ | 7,282
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP Operating Income | $ | 228,254 | ​ | ​ | $ | 195,123 | ​ | ​ | $ | 172,461 | ​ | $ | 132,520 | $ | 117,637
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP Operating Margin | ​ | 18.2% | ​ | ​ | ​ | 17.0% | ​ | ​ | ​ | 16.0% | ​ | ​ | 13.7% | ​ | 11.8%

Note: Certain per share impacts may not sum to totals due to rounding.

(1) | Represents corporate restructuring charges reflected within costs of sales including the write-off of inventory related to the divestiture or exit of certain businesses or product lines.

(2) | Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards.

(3) | Includes severance related to corporate initiatives, write-offs and valuation adjustments of other long-term assets associated with restructuring activities, expenses related to the Foundations for Growth Program, and other transformation costs.

(4) | Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation (“MDR”).

(5) | Represents expense from acquired in-process research and development, charges related to abandoned patents, costs incurred in responding to an inquiry from the U.S. Department of Justice (DOJ), costs to comply with Merit’s corporate integrity agreement with the DOJ, insurance reimbursement of approximately $(3.0) million for costs incurred in responding to an inquiry by the DOJ in 2023, legal costs associated with a shareholder derivative proceeding in 2022, accrued class action litigation settlement costs of $10 million in 2021, net of expected insurance proceeds, accrued contract termination costs of approximately $6 million in 2021 to renegotiate certain terms of an acquisition agreement, $18.7 million of settlement costs in 2020 to fully resolve an investigation conducted by the DOJ, and activist shareholder settlement fees in 2020.

(6) | Represents net tax expense related to non-recurring tax withholdings in connection with restructuring of certain international subsidiaries.

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Reconciliation of Reported Gross Margin (GAAP)

to Non-GAAP Gross Margin (Non-GAAP)

(Unaudited, as a percentage of reported revenue)

​ | ​ | ​ | ​ | ​ | ​
​ | Year Ended
​ | December 31,
​ | 2023 | 2022 | 2021 | 2020 | 2019
Reported Gross Margin | 46.4% | 45.1% | 45.2% | 41.6% | 43.5%
​ | ​ | ​ | ​ | ​ | ​
Add back impact of: | ​ | ​ | ​ | ​ | ​
Amortization of intangibles | 3.8% | 3.7% | 4.0% | 5.3% | 5.0%
Corporate restructuring and inventory write-off (1) | 0.0% | — | 0.2% | 0.2% | —
Inventory mark-up related to acquisitions | 0.2% | — | — | 0.0% | 0.1%
Non-GAAP Gross Margin | 50.4% | 48.8% | 49.3% | 47.1% | 48.6%

​

Note: Certain percentages may not sum to totals due to rounding

(1) | Represents corporate restructuring charges reflected within costs of sales including the write-off of inventory related to the divestiture or exit of certain businesses or product lines.

​

Reconciliation of OPERATING CASH FLOW

to Non-GAAP FREE CASH FLOW

TO ADJUSTED NON-GAAP FREE CASH FLOW

(Unaudited, in thousands)

​ ​ ​ ​ ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31,
​ | ​ | 2023 |  |  | ​ | 2022 |  |  | ​ | 2021 | ​ | ​ | 2020 | ​ | 2019(4)
Operating cash flow | $ | 145,151 | ​ | ​ | $ | 114,291 | ​ | ​ | $ | 147,231 | ​ | $ | 165,270 | $ | 77,813
​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | ​ |
Less: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Capital expenditures | ​ | 34,290 | ​ | ​ | ​ | 45,029 | ​ | ​ | ​ | 27,939 | ​ | ​ | 45,988 | ​ | 78,173
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP Free Cash Flow | $ | 110,861 | ​ | ​ | $ | 69,262 | ​ | ​ | $ | 119,292 | ​ | $ | 119,282 | $ | (360)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Add back impact of: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Corporate transformation(1) | ​ | 14,834 | ​ | ​ | ​ | 16,923 | ​ | ​ | ​ | 18,855 | ​ | ​ | 8,551 | ​ | ​
Medical Device Regulation expenses(2) | ​ | 11,822 | ​ | ​ | ​ | 12,933 | ​ | ​ | ​ | 4,036 | ​ | ​ | 1,379 | ​ | ​
Acquisition-related | ​ | 5,286 | ​ | ​ | ​ | 2,114 | ​ | ​ | ​ | 8,473 | ​ | ​ | 1,229 | ​ | ​
Other (3) | ​ | (2,877) | ​ | ​ | ​ | 10,357 | ​ | ​ | ​ | 6,416 | ​ | ​ | 24,334 | ​ | ​
Contingent acquisition payments in Operating CF | ​ | 12,762 | ​ | ​ | ​ | 1,780 | ​ | ​ | ​ | — | ​ | ​ | — | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-GAAP Free Cash Flow – Adjusted | $ | 152,688 | ​ | ​ | $ | 113,369 | ​ | ​ | $ | 157,072 | ​ | $ | 154,775 | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

(1) | Includes severance related to corporate initiatives and expenses related to the Foundations for Growth Program.

(2) | Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation (“MDR”).

(3) | Represents expense from acquired in-process research and development, insurance reimbursement of approximately $(3.0) million for costs incurred in responding to an inquiry by the DOJ in 2023, class action litigation settlement costs of $10 million in 2022, contract termination costs of approximately $6 million in 2021 to renegotiate certain terms of an acquisition agreement, $18.7 million of settlement costs in 2020 to fully resolve an investigation conducted by the DOJ, and activist shareholder settlement fees in 2020.

(4) | Adjusted Non-GAAP Free Cash Flow was a metric used by the Company starting in 2020.

​

​

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APPENDIX A

​

COMPANIES INCLUDED IN

NASDAQ Stocks

SIC 3840-3849 US COMPANIES SURGICAL, MEDICAL and DENTAL INSTRUMENTS AND SUPPLIES

​

MODD | Modular Medical, Inc. |  | ATRC | AtriCure, Inc.
MOTS | Motus GI Holdings, Inc. |  | AVGR | Avinger, Inc.
MOVE | Movano Inc. |  | AXNX | Axonics, Inc.
CLPT | ClearPoint Neuro, Inc. |  | BSGM | BioSig Technologies, Inc.
TLSI | TriSalus Life Sciences, Inc. |  | CERS | Cerus Corporation
NAOV | NanoVibronix, Inc. |  | BLFS | BioLife Solutions, Inc.
NARI | Inari Medical, Inc. |  | CODX | Co-Diagnostics, Inc.
NDRA | ENDRA Life Sciences Inc. |  | MBOT | Microbot Medical Inc.
NEPH | Nephros, Inc. |  | CTSO | Cytosorbents Corporation
NMRD | Nemaura Medical Inc. |  | CUTR | Cutera, Inc.
NMTC | NeuroOne Medical Technologies Corporation |  | LIVN | LivaNova PLC
NPCE | NeuroPace, Inc. |  | PSTV | Plus Therapeutics, Inc.
NTRB | Nutriband Inc. |  | DCTH | Delcath Systems, Inc.
NURO | NeuroMetrix, Inc. |  | STRR | Star Equity Holdings, Inc.
NVAC | NorthView Acquisition Corporation |  | DXCM | DexCom, Inc.
NVCR | NovoCure Limited |  | DXR | Daxor Corporation
NVIV | InVivo Therapeutics |  | DYNT | Dynatronics Corporation
NXGL | NEXGEL, Inc. |  | ECOR | electroCore, Inc.
NXL | Nexalin Technology, Inc. |  | OSUR | OraSure Technologies, Inc.
LGMK | LogicMark, Inc. |  | ESTA | Establishment Labs Holdings Inc.
RSLS | ReShape Lifesciences Inc. |  | VANI | Vivani Medical, Inc.
OFIX | Orthofix Medical Inc. |  | FONR | FONAR Corporation
OM | Outset Medical, Inc. |  | INO | Inovio Pharmaceuticals, Inc.
OTEC | OceanTech Acquisitions I Corp. |  | NVNO | enVVeno Medical Corporation
PAVM | PAVmed Inc. |  | HOLX | Hologic, Inc.
PDEX | Pro-Dex, Inc. |  | ICAD | iCAD, Inc.
PLSE | Pulse Biosciences, Inc. |  | HSDT | Helius Medical Technologies, Inc.
POCI | Precision Optics Corporation, Inc. |  | IART | Integra LifeSciences Holdings Corporation
PODD | Insulet Corporation |  | ICUI | ICU Medical, Inc.
PRCT | PROCEPT BioRobotics Corporation |  | GCTK | GlucoTrack, Inc.
PXDT | Pixie Dust Technologies, Inc. |  | INGN | Inogen, Inc.
MDAI | Spectral AI, Inc. |  | IRIX | IRIDEX Corporation
SGHT | Sight Sciences, Inc. |  | IRMD | IRADIMED CORPORATION
SIBN | SI-BONE, Inc. |  | IRTC | iRhythm Technologies, Inc.
SIEN | Sientra, Inc. |  | ISRG | Intuitive Surgical, Inc.
SILK | Silk Road Medical, Inc |  | INVO | INVO Bioscience, Inc.
POAI | Predictive Oncology Inc. |  | KIDS | OrthoPediatrics Corp.
SMLR | Semler Scientific, Inc. |  | LAKE | Lakeland Industries, Inc.
SRDX | Surmodics, Inc. |  | AXGN | AxoGen, Inc.
SRTS | Sensus Healthcare, Inc. |  | LMAT | LeMaitre Vascular, Inc.
NUWE | Nuwellis, Inc. |  | BIOL | BIOLASE, Inc.
STIM | Neuronetics, Inc. |  | MASI | Masimo Corporation
STSS | Sharps Technology, Inc. |  | MDXG | MiMedx Group, Inc.
SWAV | Shockwave Medical, Inc. |  | SSKN | STRATA Skin Sciences, Inc.
TCMD | Tactile Systems Technology, Inc. |  | AFIB | Acutus Medical, Inc.
TELA | TELA Bio, Inc. |  | CTCX | Carmell Corporation
PETV | PetVivo Holdings, Inc. |  | ALTU | Altitude Acquisition Corp.
TIVC | Tivic Health Systems, Inc. |  | COCH | Envoy Medical, Inc.
TMCI | Treace Medical Concepts, Inc. |  | IONM | Assure Holdings Corp.
TMDX | TransMedics Group, Inc. |  | ATAK | Aurora Technology Acquisition Corp *
TNDM | Tandem Diabetes Care, Inc. |  | BBLG | Bone Biologics Corporation
TNON | Tenon Medical, Inc. |  | BEAT | HeartBeam, Inc.

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OTHER PROXY INFORMATION

TTOO | T2 Biosystems, Inc. |  | BJDX | Bluejay Diagnostics, Inc.
UFPT | UFP Technologies, Inc. |  | BVS | Bioventus Inc.
UTMD | Utah Medical Products, Inc. |  | CVRX | CVRx, Inc.
UTRS | Minerva Surgical, Inc. |  | AKLI | Akili, Inc.
SKIN | The Beauty Health Company |  | EAR | Eargo, Inc.
VVOS | Vivos Therapeutics, Inc. |  | EMBC | Embecta Corp.
SMTI | Sanara MedTech Inc. |  | FEMY | Femasys Inc.
XRAY | DENTSPLY SIRONA Inc. |  | INBS | Intelligent Bio Solutions Inc.
ZIMV | ZimVie Inc. |  | GEHC | GE HealthCare Technologies Inc.
ZYXI | Zynex, Inc. |  | HYPR | Hyperfine, Inc.
KRMD | KORU Medical Systems, Inc. |  | OBIO | Orchestra BioMed Holdings, Inc.
AEMD | Aethlon Medical, Inc. |  | HSCS | Heart Test Laboratories, Inc.
ALGN | Align Technology, Inc. |  | ICU | SeaStar Medical Holding Corporation
SINT | Sintx Technologies, Inc. |  | LNSR | LENSAR, Inc.
APYX | Apyx Medical Corporation |  | LUCD | Lucid Diagnostics Inc.
ANGO | AngioDynamics, Inc. |  | LUNG | Pulmonx Corporation
ANIK | Anika Therapeutics, Inc. |  | LYRA | Lyra Therapeutics, Inc.
ARAY | Accuray Incorporated |  | MBTC | Nocturne Acquisition Corporation
ATEC | Alphatec Holdings, Inc. |  | SEPA | SEP Acquisition Corp.
ATRI | Atrion Corporation |  | MGRM | Monogram Orthopaedics, Inc.
* acquired by DIH Technology Ltd. On February 7 2024 |  |  |

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​

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OTHER PROXY INFORMATION

APPENDIX B

​

THIRD AMENDMENT TO THE

MERIT MEDICAL SYSTEMS, INC.

2018 LONG-TERM INCENTIVE PLAN

​

THIS THIRD AMENDMENT TO THE MERIT MEDICAL SYSTEMS, INC. 2018 LONG-TERM INCENTIVE PLAN (this "Amendment") is made and adopted effective February 17, 2024 by Merit Medical Systems, Inc. (the “Company”), contingent upon approval of this Amendment by the shareholders of the Company not later than June 30, 2024.

WHEREAS, the Company maintains the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan, as amended (the "Plan"), for the benefit of its employees and the employees of its participating subsidiaries;

WHEREAS, it is necessary and desirable to amend the Plan to increase the number of shares of Company common stock (“Shares”) authorized for grant under the Plan from 6,100,000 Shares to 9,100,000 Shares; and

WHEREAS, the Company, acting through its Board of Directors (the "Board"), has reserved the right to amend the Plan at any time and from time to time, subject to shareholder approval in the case of certain material modifications;

NOW, THEREFORE, contingent upon approval of this Amendment by the shareholders of the Company not later than June 30, 2024, the Plan is amended as follows effective February 17, 2024:

| 1. | Section 3.1(a) of the Plan is amended and restated in its entirety to read as follows:

"(a)Subject to adjustment as provided in Section 12.2, a total of 9,100,000 Shares shall be authorized for grant under the Plan. Any Shares that are subject to Awards of Options or Stock Appreciation Rights shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares that are subject to Awards other than Options or Stock Appreciation Rights shall be counted against this limit as two and one-half (2½) Shares for every one (1) Share granted.”

| 2. | The third sentence of Section 5.7 of the Plan, relating to the maximum number of Shares with respect to which incentive stock options may be granted under the Plan, is amended to read as follows:

“Solely for the purposes of determining whether Shares are available for the grant of Incentive Stock Options under the Plan, the maximum aggregate number of Shares with respect to which Incentive Stock Options may be issued under the Plan shall be 9,100,000 Shares, subject to adjustment under Section 12.2.”

| 3. | Notwithstanding the foregoing, if the shareholders of the Company fail to approve this Amendment by June 30, 2024, this Amendment shall be null and void. Except as provided above, the terms of the Plan are hereby ratified and confirmed in all respects.

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Table of Contents

OTHER PROXY INFORMATION

VOTE BY INTERNET

Before The Meeting – Go to www.proxyvote.com

Use the Internet to transmit your voting instructions

and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time

on May 14, 2024 for shares held directly and by 11:59 P.M. Eastern Time

on May 10, 2024 for shares held in

the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan.

Have your proxy card in hand when you access the web site

and follow the instructions to obtain your records

and to create an electronic voting instruction form.

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During The Meeting – Go to www.virtualshareholdermeeting.com/MMSI2024

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You may attend the meeting via the Internet and vote during the meeting.

Have the information that is printed in the box marked by the arrow available

and follow the instructions.

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VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions.

Vote by 11:59 P.M. Eastern Time on May 14, 2024 for shares held directly

and by 11:59 P.M. Eastern Time on May 10, 2024 for shares held

in the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan.

Have your proxy card in hand when you call and then follow the instructions.

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VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have

provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,

NY 11717.

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ⌧ | KEEP THIS PORTION FOR YOUR RECORDS
​ | ​ | DETACH AND RETURN THIS PORTION ONLY

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Table of Contents

OTHER PROXY INFORMATION

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

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MERIT MEDICAL SYSTEMS, INC. The Board of Directors recommends you vote “FOR” each of the following directors:
1. | The election of three (3) directors to the Merit Medical Systems, Inc. Board of Directors for a three (3) year term or until their successors are elected and qualified. Nominees: For Against Abstain
​ | 1a. Fred P. Lampropoulos | [ ] [ ] [ ] ​
​ | 1b. Stephen C. Evans | [ ] [ ] [ ] ​
​ | 1c. Silvia M. Perez | [ ] [ ] [ ] ​
​ | ​ | ​
The Board of Directors recommends you vote “FOR” proposals 2, 3 and 4. For Against Abstain ​
2. ​ | Approval of a non-binding, advisory resolution approving the compensation of the Company's named executive officers as described in the Merit Medical Systems, Inc. Proxy Statement. ​ ​ | ​ [ ] [ ] [ ]
​ | ​ | For Against Abstain
3. | Approval of an amendment to increase the number of shares authorized for issuance under the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan by 3,000,000 shares. | ​ [ ] [ ] [ ]
​ | ​ | ​ | ​ | ​ | For Against Abstain
4. | Ratification of the Audit Committee’s appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2024. | ​ [ ] [ ] [ ]
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NOTE: In their discretion, proxies are authorized to vote upon such other business as may properly come before the meeting or any postponement or adjournment of the meeting. | ​

Please sign exactly as your name(s) appear(s) hereon. When signing as

attorney, executor, administrator, or other fiduciary, please give full

title as such. Joint owners should each sign personally. All holders must

sign. If a corporation or partnership, please sign in full corporate or

partnership name by authorized officer.

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Signature [PLEASE SIGN WITHIN BOX] | Date | ​ | Signature (Joint Owners) | Date

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Table of Contents

OTHER PROXY INFORMATION

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

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MERIT MEDICAL SYSTEMS, INC.

Annual Meeting of Shareholders

May 15, 2024, 2:00 PM (Mountain Time)

This proxy is solicited by the Board of Directors

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The undersigned hereby appoints Brian G. Lloyd and Raul Parra and each of them, as proxies, with full power of substitution, and hereby authorizes each of them to represent and vote, as designated below, all shares of the common stock of Merit Medical Systems, Inc., a Utah corporation (the “Company”), held of record by the undersigned on March 18, 2024 at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually via live webcast at www.virtualshareholdermeeting.com/MMSI2024, on Thursday, May 15, 2024, at 2:00 p.m., Mountain Time, or at any adjournment or postponement thereof, upon the matters set forth below, all in accordance with and as more fully described in the accompanying Notice of Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged.

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This proxy also provides voting instructions to the Trustee of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and directs such Trustee to vote at the Annual Meeting all of the shares of the Company's Common Stock which are allocated to the undersigned's employee plan account in the manner directed on the reverse side of this card. If no direction is given or if direction is received after May 10, 2024, the Trustee will vote the shares in the same proportion as to which it has received instructions from other plan participants.

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This proxy card, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations (FOR Proposals 1, 2, 3 and 4) and in the discretion of the proxies, or Trustee of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan, as applicable, upon such other matters as may properly come before the Annual Meeting. The undersigned shareholder may revoke this proxy card at any time before it is voted at the Annual Meeting by executing and returning a proxy card bearing a later date by mail, by voting via the Internet, by filing with the Secretary of the Company, at the Company’s address set forth in the Notice of Annual Meeting and Proxy Statement, a written notice of revocation bearing a later date than the proxy card being revoked, or by voting the Common Stock covered thereby in person at the Annual Meeting.

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(Continued and to be marked, dated and signed on reverse side)

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