InfuSystem (INFU) Proxy filing summary

Executive summary

• Achieved record revenue of $143.4 million in 2025, up 6% year-over-year, with net income rising 183% to $6.6 million and Adjusted EBITDA up 24% to $31.5 million, reflecting improved profitability and margin expansion.

• Reduced net debt by 30% to $16.4 million and returned $9.9 million to shareholders via share repurchases, while increasing available liquidity to $58.2 million.

• Expanded beyond oncology into wound care and pneumatic compression devices, completed the Apollo Medical Supply acquisition, and invested in technology upgrades and new product accreditations.

• Restructured a major biomedical services contract for 2026, reducing annual revenue by $7.1 million but improving earnings and cash flow, with pro-forma revenue growth forecasted at 6–8% and Adjusted EBITDA margins in the low-to-mid 20% range.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors, approve executive compensation (say-on-pay), approve an amendment to increase shares under the 2021 Equity Incentive Plan, and ratify Grant Thornton LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals and director nominees.

Board of directors and corporate governance

• Board consists of seven nominees, all current directors, with a majority classified as independent under NYSE standards.

• Four standing committees: Audit, Nominating and Governance, Compensation, and Strategy, all composed of independent directors.

• Board held six meetings in 2025; all directors attended at least 75% of meetings.

• Leadership structure separates CEO and Chairman roles.