infu-20250410

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


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InfuSystem Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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

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April 10, 2025

Dear Fellow Shareholders:

2024 was a successful year with a strong commitment to delivering improved operational results with a sharp focus on continuous process improvements to drive profitability. Throughout the year, we continued to build positive momentum culminating with our sixth consecutive year of record revenue. Our dedication to optimizing operational efficiencies has substantially improved margins and profitability while achieving unprecedented record cash flows.

We achieved noteworthy accomplishments by forming key strategic partnerships within our Patient Services division with Smith+Nephew and ChemoMouthpiece, as well within our Device Solutions division with a prestigious cancer center. These important partnerships are poised to foster future growth and expand our market presence.

We leveraged our Master Services Agreement (MSA) with a leading global healthcare technology and diagnostic company, along with executing an important remediation project for a major DME manufacturer that utilized our proven expertise in biomedical services delivering effective solutions.

Our strong financial performance led to Adjusted EBITDA1 growth and margins that exceeded our annual guidance. We reduced our long-term debt to its lowest levels in 16 quarters, demonstrating fiscal discipline and returned $1.2 million to shareholders through stock repurchases. Additionally, in the first quarter of 2025, we repurchased approximately $2.5 million, bringing the total to $3.7 million over the past 14 months under our $20 million stock repurchase program, which was authorized in May of 2024.

In September 2024, we entered into a strategic partnership with ChemoMouthpiece to be the exclusive distributor in the U.S. for the Chemo Mouthpiece®, an oral cryotherapy device with FDA 510(k) clearance. This innovative device mitigates the incidence and severity of oral mucositis by decreasing blood flow, thereby limiting the delivery of chemotherapy to the oral tissues in patients undergoing treatment. Oral mucositis is a debilitating condition impacting hundreds of thousands of oncology patients annually. Chemo Mouthpiece will be strategically marketed to our network of more than 2,000 cancer centers, through SI Healthcare Technologies, our partnership with Sanara Medtech. We are extremely excited by this device’s potential to fulfill an unmet need, offering much-needed relief for cancer patients.

In August 2024, we entered into a distribution agreement with Smith+Nephew for its advanced negative pressure wound therapy system, an exciting new option for home-based care for patients living with chronic wounds. Smith+Nephew approached InfuSystem, based on our more than 800 in-network health insurance providers covering over 96% of the U.S. population, to be a distribution partner for their RENASYS EDGE system and provide clinic-to-home support. We are excited to provide customized solutions that leverage our revenue cycle and service expertise, giving patients increased access to their innovative device.

1 Adjusted EBITDA is a non-GAAP financial measure. Definitions of, and further details regarding this non-GAAP financial measure, including a reconciliation to its most directly comparable financial measure prepared in accordance with GAAP, can be found in Appendix E.

3851 West Hamlin Road, Rochester Hills, MI 48309

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

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In 2024 we commenced an important project to replace our ERP system to upgrade our core business applications. We estimate the total investment for this project to be between $3 million and $4 million and will be completed in early 2026. This investment in our information technology and business applications will facilitate continued growth and significantly enhance our operating efficiency.

As we enter 2025, we are strategically positioned to strengthen our market presence and drive revenue growth and profitability, having identified new opportunities in wound care and biomedical services, along with innovative products that will capitalize on our core strengths. Our nearly four decades of success in delivering unique solutions, stands as a testament to the strength of InfuSystem as a great healthcare service company built upon our guiding motto of “Safe. Smart. Trusted.”

I am immensely proud of our progress and extend my gratitude to our incredible team members for their unwavering dedication and commitment, which have solidified InfuSystem as a trusted partner. We also thank our loyal shareholders and reaffirm our commitment to delivering enhanced value for all our stakeholders.


			On Behalf of the Board of Directors and Management,

			Richard A. DiIorio
			Chief Executive Officer

3851 West Hamlin Road, Rochester Hills, MI 48309

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

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InfuSystem Holdings, Inc.

3851 W. Hamlin Road

Rochester Hills, MI 48309

Notice of Annual Meeting of

Stockholders To Be Held on May 15,
2025

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

April 10, 2025

To the Stockholders of InfuSystem Holdings, Inc.:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of InfuSystem Holdings, Inc., a Delaware corporation (the “Company”), will be held virtually at 2:00 pm, Eastern Time, May 15, 2025. You can attend the Annual Meeting online, vote your shares, and submit questions during the meeting by visiting meetnow.global/MNMKJMF.

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

1)to elect seven individuals to the Company’s Board of Directors to serve until the Company’s 2026 Annual Meeting of Stockholders (and until their successors are duly elected and qualified);

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

3)to approve an amendment increasing the number of shares reserved under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan;

4)to amend the Company’s Amended and Restated Certificate of Incorporation to Remove Blank Check Company Business Combination Provisions;

5)to amend the Company’s Amended and Restated Certificate of Incorporation to Provide an Exclusive Forum Provision;

6)to amend the Company’s Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation;

7)to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

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

This Notice of Annual Meeting, the proxy statement for the Annual Meeting, and our 2024 Annual Report are first being mailed to our stockholders on or about April 10, 2025.

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

Only stockholders of record at the close of business on March 20, 2025 will be entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof. If you are the beneficial owner of shares of our common stock held in "street name," you will receive voting instructions from your broker, bank or other nominee (the stockholder of record), which will provide you with details as to how to vote those shares if you wish to do so. You must follow the instructions provided by your broker, bank or other nominee in order for your shares to be voted, and your broker is required to vote your shares in accordance with your instructions. A list of our stockholders of record will be made available electronically during the meeting at meetnow.global/MNMKJMF.

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			BY ORDER OF THE BOARD OF DIRECTORS:

			Barry Steele
			Corporate Secretary
			InfuSystem Holdings, Inc.

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2025: THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND 2024 ANNUAL REPORT ARE AVAILABLE AT https://www.edocumentview.com/INFU.

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TABLE OF CONTENTS


PROXY STATEMENT			2
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES			2
PROPOSAL 1 - ELECTION OF DIRECTORS			7
PROPOSAL 2 - ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION			14


PROPOSAL 3 - APPROVAL OF AN AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN			15
PROPOSAL 4 - APPROVAL OF AN AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REMOVE BLANK CHECK COMPANY BUSINESS COMBINATION PROVISIONS NO LONGER APPLICABLE TO THE COMPANY			18
PROPOSAL 5 - APPROVAL OF AN AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE AN EXCLUSIVE FORUM PROVISION			20
PROPOSAL 6 - APPROVAL OF AN AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISION REGARDING OFFICER EXCULPATION			22
PROPOSAL 7 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24
EXECUTIVE OFFICERS			25
EXECUTIVE COMPENSATION			26
EQUITY COMPENSATION PLAN INFORMATION			43
PAY VERSUS PERFORMANCE			44
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			47
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			49
AUDIT COMMITTEE REPORT			50
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES			51
PRE-APPROVAL POLICIES AND PROCEDURES			51
STOCKHOLDER PROPOSALS FOR THE 20 26 ANNUAL STOCKHOLDERS MEETING			52
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS			53
GENERAL			54
OTHER INFORMATION			54
A PPENDIX A -1 - SECOND AMENDMENT TO THE INFUSYSTEM HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN			55
A PPENDIX A-2 - FIRST AM ENDMENT TO THE INFUSYSTEM HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN			56
A PPENDIX A-3 - INFUSYSTEM HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN			57
A PPENDIX B - REMOVAL OF BLANK CHECK AMEN DMENT			72
A PPENDIX C - EXCLUSIVE FORUM AMENDMENT			74
A PPENDIX D - OFFICER EXCULPATION AMENDMENT			75
A PPENDIX E - GAAP TO NON-GAAP RECONCILIATION			76

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InfuSystem Holdings, Inc.

3851 W. Hamlin Road

Rochester Hills, MI 48309

PROXY STATEMENT

This proxy statement is being furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board” or “Board of Directors”) of InfuSystem Holdings, Inc. (the “Company”) to be used at the 2025 Annual Meeting of Stockholders to be held on Thursday, May 15, 2025, commencing at 2:00 pm, Eastern Time, and at any postponement or adjournment thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Meeting. We are holding our annual meeting solely by means of remote communication. You can attend the Annual Meeting online, vote your shares, and submit questions during the meeting by visiting meetnow.global/MNMKJMF. This proxy statement and the accompanying materials are being first sent or given to stockholders of the Company on or about April 10, 2025.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES

Who Can Vote?

The close of business on March 20, 2025 has been fixed as the record date (the “Record Date”) for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting. Only holders of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), as of the Record Date are entitled to the notice and to vote at the Annual Meeting. Each share of Common Stock entitles the holder thereof to one vote per share on each matter presented to the stockholders for approval at the Annual Meeting. On the Record Date, there were 21,016,415 shares of Common Stock outstanding and entitled to vote.

Shareholders at the close of business on the Record Date may examine a list of all shareholders as of the Record Date for any purpose germane to the Annual Meeting for 10 days preceding the meeting, at our offices at 3851 W. Hamlin Road, Rochester Hills, Michigan 48309 and electronically during the meeting at meetnow.global/MNMKJMF when you enter the control number included on your proxy card or voting instruction form.

How Do I Vote My Shares Prior to the Meeting?

If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the “stockholder of record” or “registered stockholder” of those shares and this proxy statement and the accompanying materials are being sent directly to you by the Company.

If you are a stockholder of record, you can vote your shares in advance of the Annual Meeting by using the Internet at https://www.envisionreports.com/INFU or by telephone at +1 (800) 652-VOTE (8683) or by completing and returning the enclosed proxy card by mail.

Whichever method you use, each valid proxy received in time will be voted at the Annual Meeting in accordance with your instructions. If you submit a proxy without giving instructions, your shares will be voted as recommended by the Board of Directors.

Even if you plan to attend the Annual Meeting online, we strongly urge you to vote in advance by proxy by completing, signing, dating and returning the enclosed proxy card in the postage paid self-addressed envelope or by voting via the Internet or by telephone following the instructions provided on the enclosed proxy card.

If your shares are held in a stock brokerage account or by a broker, bank or other nominee, you are considered the “beneficial owner” of shares held in street name (also called a “street name” holder), and this proxy statement and the accompanying materials are being forwarded to you by your broker, bank or nominee, who is considered the stockholder of record of those shares. As a beneficial owner, you should have received different voting instructions from your broker, bank or other nominee as to how to vote such shares if you wish to do so. These instructions should indicate if Internet or telephone voting is available and, if so, provide details regarding how to use those systems to vote your shares.

In order to vote, you will need the control number included on your proxy card or voting instruction form. Each shareholder has a unique control number so we can ensure all voting instructions are genuine and prevent duplicate voting. Depending on the number of accounts in which you hold Common Stock, you may receive and need to vote more than one

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control number. If you submit your proxy by Internet or telephone, you do not need to return a proxy card. You can vote by any of the methods above prior to the meeting and still attend the virtual Annual Meeting.

How Do I Vote During the Meeting?

You may also vote during the virtual Annual Meeting by visiting meetnow.global/MNMKJMF and following the instructions. You will need the control number included on your proxy card or voting instruction form. In all cases, a vote at the Annual Meeting will revoke any prior votes.

What Is the Recommendation of the Board of Directors?

The Board of Directors recommends that you vote as follows: (i) "FOR" each of the seven director nominees of the Board of Directors; (ii) "FOR" the approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in these materials; (iii) “FOR” the approval of an amendment to the 2021 Equity Incentive Plan; (iv) “FOR” the approval of an amendment of the Company's amended and restated certificate of incorporation to remove blank check company business combination provisions no longer applicable to the Company; (v) “FOR” the approval of an amendment of the Company's amended and restated certificate of incorporation to provide an exclusive forum provision; (vi) “FOR” the approval of an amendment of the Company's amended and restated certificate of incorporation to reflect new Delaware law provision regarding officer exculpation; and (vii) "FOR" ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

How May I Change My Vote or Revoke My Proxy?

If you hold shares of the Company’s Common Stock in your name, you may revoke a properly executed or authorized proxy by: (i) an Internet or telephone vote subsequent to the date shown on the previously executed and delivered proxy or the date of a prior Internet or telephonic vote (and prior to 11:59 p.m. Eastern Time on the day prior to the Annual Meeting); (ii) mailing a later-dated, properly executed and delivered proxy in accordance with the instructions thereon which is received prior to the applicable deadline; or (iii) delivering a written revocation to the Corporate Secretary no later than the day prior to the date of the Annual Meeting. Stockholders of record may also revoke their proxies by attending the virtual Annual Meeting and voting your shares by visiting meetnow.global/MNMKJMF and following the instructions. If stockholders of record only attend the virtual Annual Meeting but do not vote, their proxies will not be revoked.

If you hold shares of the Company’s Common Stock in a stock brokerage account or by a broker, bank or other nominee, you must contact the broker, bank or other nominee and comply with the broker’s procedures if you want to revoke or change the instructions previously given.

How Do I Vote My Shares Held in Street Name?

If your shares are held in a stock brokerage account or by a broker, bank or other nominee (also called a “street name” holder), you are considered the “beneficial owner” of shares held in street name, and this proxy statement and the accompanying materials are being forwarded to you by your broker, bank or nominee, who is considered the stockholder of record of those shares. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares held in your account by returning the voting instruction form to your broker, bank, or other nominee or as otherwise provided on the voting instruction form.

If you do not provide instructions to the broker, that firm will generally only be able to vote your shares with respect to “routine” matters. Please note that pursuant to applicable broker voting regulations, the only routine matter for the Annual Meeting and the only matter for which brokers will have the discretion to vote, is Proposal 7 (Ratification of Independent Registered Public Accounting Firm). Your broker must have proper instructions from you in order to vote with respect to Proposal 1 (Election of Directors), Proposal 2 (Advisory Vote on Executive Compensation); Proposal 3 (Approval of Amendment to the 2021 Equity Incentive Plan); Proposal 4 (Approval of an Amendment of the Company's Amended and Restated Certificate of Incorporation to Remove Blank Check Company Business Combination Provisions No Longer Applicable to the Company); Proposal 5 (Approval of an Amendment of the Company's Amended and Restated Certificate of Incorporation to Provide an Exclusive Forum Provision); and Proposal 6 (Approval of an Amendment of the Company's Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provision Regarding Officer Exculpation).

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What Constitutes a Quorum?

The presence, in person or by proxy, of the holders of a majority of the shares of Common Stock entitled to vote at the Annual Meeting will constitute a quorum. Your shares will be counted towards the quorum if you vote by mail, by telephone, or through the Internet by the deadlines described above or vote at the virtual Annual Meeting, even if you wish to abstain from voting on some or all matters introduced at the meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

How Many Votes Must Each Proposal Receive to be Adopted?

The vote required, and the effect of abstentions and broker non-votes with respect to each proposal, is as follows:

Proposal 1

The Company’s Amended and Restated Bylaws provide for majority voting in uncontested director elections. In order to be elected in an uncontested election, each of the Company’s seven nominees for election to the Board of Directors (Proposal 1) must receive the affirmative vote of a majority of the votes cast for that director nominee. This means that, so long as a lawful quorum of stockholders is represented in person or by proxy, the number of shares voted "for" each director nominee must exceed the number of shares voted "against" such director nominee in order for that nominee to be elected. “Votes cast” includes votes “for” and "against" that director nominee’s election, and excludes abstentions and broker non-votes with respect to that director nominee’s election. As a result, abstentions, broker non-votes and failures to vote will have no effect on the outcome of the vote. If an incumbent director is not elected in an uncontested election due to a failure to receive a majority of the votes cast by the shares of the Company’s Common Stock present, in person or by proxy, and entitled to vote at the Annual Meeting, and his or her successor is not otherwise elected and qualified, the director must promptly offer to tender his or her resignation to the Board of Directors. The Nominating and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation. The Board of Directors will then either accept or reject such resignation.

Proposal 2

The proposal to approve, by advisory vote, the compensation paid to our named executive officers (Proposal 2) will require the affirmative vote of a majority of the shares of the Company’s Common Stock present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon. Abstentions will have the same effect as votes “against” the proposal. Broker non-votes and failures to vote will have no effect on the outcome of the vote.

Proposal 3

The proposal to approve an amendment increasing the number of shares reserved for issuance under the Company's 2021 Equity Incentive Plan (Proposal 3) will require an affirmative vote of the majority of the votes cast at the Annual Meeting with respect to the proposal. Under the applicable listing rules of NYSE American LLC, abstentions will be treated as votes cast. As a result, abstentions will have the same effect as votes "against" the proposal. Broker non-votes and failures to vote will have no effect on the outcome of the vote.

Proposal 4

The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to Remove Blank Check Company Business Combination Provisions No Longer Applicable to the Company (Proposal 4) will require the affirmative vote of a majority of the outstanding shares of the Company's Common Stock. Abstentions, broker non-votes and failures to vote will have the same effect as votes "against" the proposal.

Proposal 5

The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to Provide an Exclusive Forum Provision (Proposal 5) will require the affirmative vote of a majority of the outstanding shares of the Company's Common Stock. Abstentions, broker non-votes and failures to vote will have the same effect as votes "against" the proposal.

Proposal 6

The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation (Proposal 6) will require the affirmative vote of a majority of the

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outstanding shares of the Company's Common Stock. Abstentions, broker non-votes and failures to vote will have the same effect as votes "against" the proposal.

Proposal 7

The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 7) will require the affirmative vote of a majority of the shares of the Company’s Common Stock present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon. Abstentions will have the same effect as votes “against” the proposal. As discussed above, this proposal is a routine matter; therefore, broker non-votes are not expected to occur with respect to this proposal. Failures to vote will have no effect on the outcome of the vote.

How Will the Proxies Be Voted?

UNLESS OTHERWISE SPECIFIED, AS PERMITTED BY APPLICABLE LAW AND STOCK EXCHANGE RULES, THE PROXIES WILL BE VOTED AT THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF:

I.FOR THE ELECTION OF THE SEVEN INDIVIDUALS NAMED IN THIS PROXY STATEMENT TO THE BOARD OF DIRECTORS TO SERVE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS (AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED);

II.FOR THE APPROVAL, BY ADVISORY VOTE, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS;

III.FOR THE APPROVAL OF AN AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN;

IV.FOR THE APPROVAL TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REMOVE BLANK CHECK COMPANY BUSINESS COMBINATION PROVISIONS;

V.FOR THE APPROVAL TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE AN EXCLUSIVE FORUM PROVISION;

VI.FOR COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION; and

VII.FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

IN THE DISCRETION OF THE PROXY HOLDERS, THE PROXIES WILL ALSO BE VOTED FOR OR AGAINST SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. MANAGEMENT IS NOT AWARE OF ANY OTHER MATTERS TO BE PRESENTED FOR ACTION AT THE ANNUAL MEETING.

How May I Attend the Annual Meeting?

The Company will be hosting the Annual Meeting virtually online. This format empowers stockholders to participate from any location at no cost to the stockholders. The Company has designed the virtual format to enhance stockholder access and participation and protect stockholder rights. A summary of the information you need to attend online is provided below.

•Any holder of record as of the close of business on the Record Date, may attend and vote at the Annual Meeting by visiting meetnow.global/MNMKJMF. If you want to vote during the Annual Meeting any shares you hold in street name, you must obtain instructions from your broker, bank or other nominee.

•We encourage you to access the Annual Meeting online prior to its start time.

•Shareholders may vote electronically and submit questions online while attending the Annual Meeting.

•Please have the control number we have provided to you to join the Annual Meeting.

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When Will the Voting Results Be Announced?

The preliminary voting results are expected to be announced at or shortly following the Annual Meeting. We will report the final voting results, or the preliminary voting results if the final voting results are unavailable, in a Current Report on Form 8-K to be filed with the United States ("U.S.") Securities and Exchange Commission ("SEC") within four business days after the Annual Meeting. You may obtain a copy of this Form 8-K by visiting the SEC's website at www.sec.gov or our website at www.infusystem.com under the section titled "Investor Relations” and subsection “SEC Filings."

Who Do I Contact if I Have any Questions or Require Assistance?

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy materials, please contact:


(Regular Mail)			(Overnight Mail)
Proxy Services			Computershare Investor Services
C/O Computershare Investor Services			150 Royall Street, Suite 101
PO Box 43101			Canton, MA 02021
Providence, RI 02040-5067
Call Toll-Free at: +1 (800) 522-6645

For stockholders holding shares through brokers, banks or other nominees, please contact your broker, bank or other nominee for assistance.

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PROPOSAL 1

ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will consider and vote upon the election of seven directors. The Board has nominated Kenneth Eichenbaum, Paul Gendron, Ronald Hundzinski, Beverly Huss, Carrie Lachance, Scott Shuda and John Sviokla for election as directors of the Company. Other than Dr. Sviokla, each of these nominees for director is a current director of the Company. The departure of Mr. Boyd, also a current director, who is not standing for re-election, has left a vacancy that the nomination of Dr. Sviokla is intended to fill.

The Company's bylaws provide that the number of authorized directors will be fixed from time to time by the Board, and the Board approved the increase in the size of the Board to eight directors and elected Ronald Hundzinski to fill the vacancy created by this increase during a meeting held on November 12, 2024. The Board intends to reduce the size of the board from eight to seven directors to account for the departure of Mr. DiIorio, who is not standing for re-election. The seven nominees for election to the Board, if elected, will serve until the 2026 Annual Meeting and until their successors are duly elected and qualified.

We urge you to vote "FOR" each of Kenneth Eichenbaum, Paul Gendron, Ronald Hundzinski, Beverly Huss, Carrie Lachance, Scott Shuda and John J. Sviokla.

The table set forth below lists the names and ages of each of our seven nominees to the Board of Directors. Each director elected will serve a one-year term and hold office until the next annual meeting of stockholders and until such director’s successor has been elected and qualified or until such director’s earlier death, resignation or removal.

Each nominee has consented to being named in this proxy statement and to serve on the Board of Directors if elected. If any nominee becomes unavailable to serve for any reason as a director at the time of the Annual Meeting, which is not expected, the Board of Directors will eliminate the Board position effective at the Annual Meeting or the proxy holders will vote the proxies in their discretion for the nominee designated by the Board of Directors to fill the vacancy unless otherwise instructed by a stockholder.


Name	Age	Position


Dr. Kenneth D. Eichenbaum, MD, MSE	48	Director
Paul A. Gendron	63	Director
Ronald Hundzinski	66	Director
Beverly A. Huss	65	Director
Carrie Lachance	48	Director, President and Chief Operating Officer
Scott Shuda	59	Director, Chairman
Dr. John J. Sviokla	67	Director Nominee

Dr. Kenneth D. Eichenbaum, MD, MSE (Director). Dr. Kenneth D. Eichenbaum, MD, MSE has been a member of the Company's Board of Directors since May 16, 2024. Dr. Eichenbaum is a board certified Anesthesiologist who has practiced clinically at Corewell Health William Beaumont University Hospital since 2017, and Trinity Health Oakland Hospital since 2021. Dr. Eichenbaum completed a Fellowship in Cardiothoracic Anesthesia at Stanford University and holds a Medical Degree from the Icahn School of Medicine at Mount Sinai in New York. He holds a Master of Science Degree in Data Network Engineering and a Bachelor of Science Degree in Materials Science Engineering from the University of Pennsylvania. He also holds a Bachelor's Degree from The Wharton School with a concentration in Finance. Dr. Eichenbaum is also a member of both the American Association for Cancer Research (AACR) and the American Society of Anesthesiologists.

Dr. Eichenbaum has extensive experience working with infusion pumps and related technologies for the delivery of critical care and pain management therapies. He has a strong business background in evaluating biotech and med-tech companies and has 21 years of experience working with Investment Firms. He also lectures in hospital business management and advises Accountable Care Organizations.

Paul A. Gendron (Director). Paul A. Gendron has been a member of the Company's Board of Directors since May 15, 2019. Mr. Gendron also served as a financial consultant to the Company from January 2019 until his election to the Board. Previously, he was a client service partner with PriceWaterhouseCoopers LLP where he held various leadership roles, including North Texas Market Assurance Leader, U.S. Assurance Talent Transformation Leader, and Southwest

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Region Technology Practice Risk Management Leader. In his Market Assurance Leader role, Mr. Gendron lead the Assurance practice in the Dallas, Fort Worth, Austin and Little Rock offices, providing services in internal and external audit, risk and information technology assurance, and accounting and capital markets advisory. Mr. Gendron is a CPA and holds a Bachelor of Business Administration degree in accounting from the University of Texas at Austin. He has served on non-profit boards during his career as well as the Accounting Advisory Council at the University of Texas at Austin.

Mr. Gendron brings over 30 years of public accounting experience at PriceWaterhouseCoopers LLP, including 22 years as audit partner, where he served global public and private multibillion-dollar corporations. His areas of strength include board governance, audit project management, risk management, executive management, public offerings, and mergers and acquisitions.

Ronald Hundzinski (Director). Ronald Hundzinski has been a member of the Company's Board of Directors since November 12, 2024. Mr. Hundzinski retired in 2023 after a distinguished career serving as CFO and other key leadership roles with several public companies. He has been a director at Gentherm, Inc., a thermal management and pneumatic comfort technologies company for the automotive and medical industries, since 2016 and is currently Chairman of the Board at Gentherm. Mr. Hundzinski served as the Chief Financial Officer and an Executive Director of TI Fluid Systems from January 2020 until his retirement in April 2023. Previously, he served as the Executive Vice President of Finance for Tenneco Inc. from January 2018 to December 2019. From 2012 to 2018, Mr. Hundzinski served as the Executive Vice President and Chief Financial Officer of BorgWarner, Inc. During his career with BorgWarner, he held a range of finance leadership positions including Treasurer, Principal Accounting Officer, and Vice President of Finance for the BorgWarner Turbo Systems business. Mr. Hundzinski holds a Bachelor of Business Administration in Finance from Western Michigan University and a Master of Business Administration from the University of Colorado.

Mr. Hundzinski's more than 40 years of experience in corporate finance, accounting and internal controls expertise adds both accounting and finance depth to the Board of Directors' oversight and committee responsibilities and brings significant operating experience and acumen that will be valuable as the Company increasingly diversifies its business.

Beverly A. Huss (Director). Beverly A. Huss has been a member of the Company's Board of Directors since May 16, 2024. Ms. Huss served as the Chief Executive Officer of Pagonia Medical, Inc. (“Pagonia”), a private medical device company focused on the preservation of tissue following a heart attack, stroke, traumatic brain injury and other medical conditions from January 2021 until June 2022. From September 2013 until January 2021, she served as President and Chief Executive Officer of Qool Therapeutics, Inc. (“Qool”), formerly Thermocure, Inc., a company focused on temperature management therapies that underwent an assignment for the benefit of creditors under California law in November 2020 as a result of the COVID-19 pandemic. Prior to joining Qool, Ms. Huss was President and Chief Executive Officer at a start-up medical device company, Vibrynt, Inc., and held multiple senior level leadership positions at Guidant Corporation, including, President, Endovascular Solutions, and Vice President, Global Marketing, Vascular Intervention, and Vice President of the Stent Business Unit. Ms. Huss currently serves on the boards of directors of publicly-traded Accuray Incorporated, an oncology company (chair of the Accuray compensation committee), Iridex Inc., an ophthalmology laser company (chair of the Iridex compensation committee), and Vicarious Surgical Inc., a robotics company developing technology with a focus on abdominal access and visualization through a single port. Her prior public company board experience includes Artes Medical, Inc., Coala-Life Group AB, Wright Medical Group N.V. and Dade Behring Holdings, Inc. Ms. Huss holds a B.S. in metallurgical engineering from the University of Illinois and a M.S. in technology management from Pepperdine University.

As a former chief executive officer with more than 25 years of management experience in the medical device industry, and a current and former member of several public and private company boards for over two decades, Ms. Huss brings to the Board extensive experience in medical devices and medical services, including experience in the areas of business operations, management and corporate governance. Her education and experience make her qualified to serve on our Board.

Carrie A. Lachance (Director). Carrie A. Lachance who joined the Company in September 2010 was elected to the Board on May 18, 2021. Ms. Lachance has held multiple positions with the Company and is expected to be promoted to Chief Executive Officer following the annual meeting. She was promoted to President and Chief Operating Officer in March 2021. She previously served as Executive Vice President and Chief Operating Officer from October 2019 to March 2021; Senior Vice President of Clinical and Customer Services from October 2018 to October 2019; Vice President of Clinical and Customer Services from December 2017 to October 2018 and Director of Clinical Resources until December 2017. Ms. Lachance began her career as a registered nurse and is also a certified infusion nurse. She is a member of the CRNI® Exam Council nursing board for the Infusion Nurses Certification Corporation (INCC). She holds a Bachelor of Science degree in nursing and a Master of Business Administration-Management degree from Rivier University.

With over 25 years in the health care industry, Ms. Lachance brings extensive experience in healthcare operations and expertise in clinical and customer service.

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Scott A. Shuda (Director, Chairman). Scott A. Shuda has been a member of the Company’s Board of Directors since September 7, 2016 and was elected Chairman of the Board effective December 19, 2018. Mr. Shuda is a Managing Director and Co-founder of Meridian OHC Partners, LP (“Meridian”) and BlueLine Partners, LLC, investment firms that focus on publicly listed technology and healthcare companies. Mr. Shuda has served as a director of Iridex Corporation ("Iridex") (NASDAQ: IRIX), a global leader in ophthalmic laser systems since 2019 and was elected chairman of the board effective June 24, 2020. He also serves as a member of the compensation committee and the nominating & governance committees. He previously served on the Iridex Board from 2012 to 2017. Mr. Shuda holds both a Juris Doctor degree and a Master of Business Administration degree from Georgetown University.

Mr. Shuda has extensive experience with small public companies particularly those within the medical devices industry. He brings more than 25 years of professional experience in law, technology and entrepreneurial endeavors, including transactions that range from initial public offerings and venture financings to mergers and acquisitions. Mr. Shuda also serves as the Managing Director of TSV Investment Partners, LLC, which is the sole general partner of Meridian and a Company stockholder.

Dr. John J. Sviokla (Director Nominee). Dr. John J. Sviokla is a co-founder of GAI Insights, an agentic-first research firm whose purpose since May 2023 has been to help business executives, communities and individuals understand the power of AI and ethically create value with this powerful new technology. He has extensive experience as a senior line executive, board member, consultant, academic and entrepreneur. He started his professional career at Harvard Business School (HBS) where he did his doctoral thesis on the economic impact of AI. Dr. Sviokla was an Associate Professor at HBS from 1986 to 1998, and taught the first AI course at HBS as well as creating the first ecommerce curriculum. He took his expertise and work to Diamond Technology Partners, a leading digital consultancy, where he served clients from 1998 to 2010, and led The Exchange, a world class think tank aimed at understanding the digital and AI revolutions. He continued that work at Pricewaterhouse Coopers, LLP from 2010 to 2018 as a senior partner involved in partner and client development, Chief Marketing Officer, and Global Head of Thought Leadership. From July 2018 to May 2023, he was a Strategic Advisor to GroupBionic, and from October 2020 to May 2023, he was a Partner at Manifold, a venture capital and consulting company oriented around helping companies grow profitably. He holds a Doctorate in Management Information Systems and a Master of Business Administration from Harvard Business School and a Bachelor’s degree in Visual and Environmental Studies from Harvard University.

Dr. Sviokla brings a background in corporate management, executive coaching, strategy development, innovation, and risk management. He has been a director of three public firms, including serving as Vice Chairman of Diamond Technology Partners from 1998 to 2010. He also served on the board of Amicas – a medical software firm, from 2006 to 2010, and chaired the compensation committee. He also served on the board of Venzee Technologies, a supply chain software firm, from 2021 to 2023. He has appeared on Fox Business, MSNBC, Bloomberg TV, CNBC, is a frequent speaker and has three books and over 200 publications in many journals including Harvard Business Review, Sloan Management Review, WSJ, and the Financial Times. He is a columnist at Forbes, and his most recent work has focused on how firms can use new digital workers to drive economic returns.

Director Independence

The Board of Directors has considered the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the listing standards of the NYSE American LLC. Based upon information solicited from each director, the Board of Directors has affirmatively determined that each of the directors and director nominees are “independent” within the meaning of the NYSE American LLC’s director independence standards (each such director an "Independent Director"), except for Ms. Lachance who currently serves as the Company's President and Chief Operating Officer. Mr. Gendron provided financial consulting services to the Company from January 2019 until his election to the Board. In determining that Mr. Gendron is independent, the Board considered the consulting arrangement and determined that such arrangement did not interfere with his exercise of independent judgment in carrying out his responsibilities as a director.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY VOTE “FOR” KENNETH EICHENBAUM, PAUL GENDRON, RONALD HUNDZINSKI, BEVERLY HUSS, CARRIE LACHANCE, SCOTT SHUDA AND JOHN SVIOKLA FOR ELECTION AS MEMBERS OF THE BOARD OF DIRECTORS TO SERVE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

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Board of Directors and Committees of the Board of Directors

The Board of Directors has responsibility for the overall governance of the Company. The Board of Directors held a total of six meetings during the fiscal year ended December 31, 2024. Each director attended at least 75% of the meetings held by the Board of Directors and of the meetings of each committee on which such director served (or portion of the meetings held during which they served as a director or committee member). In addition to regularly scheduled meetings, the directors discharge their responsibilities through telephonic meetings and other communications with each other and the executive officers. At each of the regularly scheduled meetings of the Board of Directors held during the fiscal year ended December 31, 2024 the independent directors had the opportunity to hold an executive session, presided over by the Chairman of the Board. The Board does not have a policy regarding director attendance at annual meetings of stockholders, although such attendance is highly encouraged. All, who were members of the Board at such time, attended the 2024 Annual Meeting of Stockholders.

Committees. The Board of Directors has established three standing committees, an Audit Committee, a Nominating and Governance Committee and a Compensation Committee, each of which consists entirely of Independent Directors and reports to the full Board of Directors. From time to time during the assessment of certain strategic opportunities, the Board may establish a special committee consisting only of Independent Directors.

Leadership Structure. The Company currently has different individuals serving as its Chief Executive Officer and Chairman of the Board. We believe that having an independent, non-executive Chairman of the Board represents an appropriate governance practice for the Company at this time. This structure creates a separation of the day-to-day administrative and strategic planning activities of management from the Board’s oversight function.

Audit Committee

The Audit Committee consists entirely of Independent Directors. The following individuals are the current members of the Audit Committee: Messrs. Gendron, Eichenbaum and Hundzinski and Ms. Huss. Mr. Gendron serves as Chairman of the Audit Committee. The Board of Directors has affirmatively determined that each of the members of the Audit Committee is “independent,” as defined in the NYSE American LLC listing standards, and under the additional Audit Committee independence standards in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Audit Committee is responsible for meeting with the Company’s independent registered public accounting firm regarding, among other issues, audits and the adequacy of the Company’s accounting and control systems. The Audit Committee held eight meetings during the fiscal year ended December 31, 2024.

The Board of Directors has determined that Mr. Gendron qualifies as an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act. The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is posted on the "Corporate Governance" page of the Company’s website at www.infusystem.com.

Nominating and Governance Committee

The Nominating and Governance Committee (the “Nominating Committee”) consists entirely of Independent Directors. The following individuals are the current members of the Nominating Committee: Messrs. Boyd,Eichenbaum and Shuda. Mr. Shuda serves as Chairman of the Nominating Committee. The Board of Directors has affirmatively determined that each of the members of the Nominating Committee is “independent” as defined in the NYSE American LLC listing standards. The Nominating Committee is responsible for identifying, selecting and qualifying Board member candidates; and for reviewing and reporting on the Company's Environmental, Social & Governance ("ESG") strategy, initiatives and policy. The Nominating Committee held two meetings during the fiscal year ended December 31, 2024. The Board of Directors has adopted a written charter for the Nominating Committee, a copy of which is posted on the "Corporate Governance" page of Company’s website at www.infusystem.com.

The individuals identified as Board member candidates are recommended for nomination to the full Board of Directors. The Nominating Committee considers all qualified director candidates identified by members of the Nominating Committee, by senior management and by stockholders. Stockholders who would like to propose an independent director candidate for the consideration of the Nominating Committee may do so by submitting the candidate’s name, résumé and biographical information to InfuSystem Holdings, Inc., 3851 W. Hamlin Road, Rochester Hills, MI 48309, Attn: Corporate Secretary, no later than the deadline for submission of stockholder proposals set forth under the section of this proxy statement entitled “Stockholder Proposals for the 2025 Annual Meeting.” All proposals for nomination timely received by the Corporate Secretary will be presented to the Nominating Committee for consideration and such nominees will be evaluated in the same manner as other director candidates.

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The Nominating Committee reviews each director candidate’s biographical information and assesses each candidate’s independence, skills and expertise based on a variety of factors, including the following criteria:

•Whether the candidate has exhibited behavior that indicates he or she is committed to the highest ethical standards;

•Whether the candidate has had broad business, governmental, non-profit or professional experience that indicates that the candidate will be able to make a significant and immediate contribution to the Board of Directors’ discussion and decision-making; and

•Whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a director.

The Nominating Committee considers the diversity of candidates' skills, experiences and backgrounds. The Nominating Committee does not, however, have a formal policy with regard to the consideration of diversity in identifying Board member candidates.

Application of the factors listed above requires the exercise of judgment by members of the Nominating Committee and cannot be measured in a quantitative way. The Nominating Committee applied each of these factors in its review and assessment of the background, independence, skills and expertise of each of the director nominees included in this proxy statement. Members of the Nominating Committee had several meetings and conversations with each of the director nominees as a part of this review and assessment.

Compensation Committee

The Compensation Committee consists entirely of Independent Directors. The following individuals are current members of the Compensation Committee: Messrs. Boyd and Gendron and Ms. Huss. Mr. Boyd and Ms. Huss serve as Co-Chairman of the Compensation Committee. The Board of Directors has affirmatively determined that each of the members of the Compensation Committee is “independent” as defined in the NYSE American LLC listing standards. Under its written charter, the Compensation Committee has overall responsibility for evaluating and adjusting, at least annually, compensation plans and programs for executive officers and directors, including annual base salary amounts, bonuses, long-term incentive awards, benefits and other compensation components. When deemed appropriate, the Compensation Committee recommends such compensation plans and programs to the Board of Directors for approval. In addition, the Compensation Committee administers the Company's equity incentive plans and employee stock purchase plans, including (i) the Company's 2021 Equity Incentive Plan (the "2021 Equity Plan") and its predecessor, the Company's 2014 Equity Plan (the "2014 Equity Plan"), and (ii) the Company's 2023 Employee Stock Purchase Plan. The Compensation Committee held nine meetings during the fiscal year ended December 31, 2024. The Board of Directors has adopted a written charter for the Compensation Committee, a copy of which is posted on the "Corporate Governance" page of Company’s website at www.infusystem.com.

The Compensation Committee evaluates executive officer performance, with input from the Board of Directors and the Chief Executive Officer (for executive officers other than the Chief Executive Officer), in light of the Company’s strategic objectives and establishes compensation levels based on such evaluation. The objectives of the Compensation Committee are to attract and retain experienced and highly qualified personnel and reward our executive officers for advancing critical elements of our strategic plan.

The Compensation Committee has the authority to retain, oversee, terminate, and approve fees for compensation consultants to assist in the discharge of its responsibilities.

Communications with the Board of Directors

Stockholders and other interested parties may communicate with the Board of Directors by sending written communications addressed to such person or persons to InfuSystem Holdings, Inc., 3851 W. Hamlin Road, Rochester Hills, MI 48309, Attn: Corporate Secretary. All communications will be compiled by the Corporate Secretary and submitted to the addressee.

Code of Conduct and Business Ethics; Corporate Governance Guidelines

The Company has a Code of Conduct and Business Ethics Policy applicable to the Chief Executive Officer, the Chief Financial Officer and principal accounting officer, and other financial professionals. The Code of Conduct and Business Ethics Policy is available on the Corporate “Governance” page of the Company's website at www.infusystem.com. Only

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the Board of Directors can amend or grant waivers from the provisions of the Company’s Code of Conduct and Business Ethics Policy. If we amend or grant a waiver of one or more of the provisions of our Code of Conduct and Business Ethics Policy, we intend to satisfy the requirements under Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Conduct and Business Ethics that apply to our principal executive, financial and accounting officers, and other individuals performing similar duties, by posting the required information on our home office website at the above address. Our website is not part of this Proxy Statement or the Annual Report on Form 10-K incorporating this section by reference.

The Company's Corporate Governance Guidelines are also available online on the Corporate "Governance" page of the Company's website at www.infusystem.com.

Employee, Officer and Director Hedging

The Company has an Insider Trading Policy that applies to its employees, officers and directors. Under this policy, the Company strongly discourages employees, officers and directors from entering into hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. This policy requires each employee, officer and director to pre-clear any such proposed transactions with appropriate Company personnel.

The Board of Directors’ Role in Risk Oversight

The Board of Directors is actively engaged in overseeing and reviewing the Company’s strategic direction and objectives, taking into account (among other considerations) the Company’s risk profile and exposures. It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. The Board of Directors has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. The Board annually reviews enterprise risk management and receives regular updates on risk exposures through the Audit Committee and senior management. While the Board as a whole has responsibility for risk oversight, including Chief Executive Officer succession planning, the committees of the Board also oversee the Company’s risk profile and exposures relating to matters within the scope of their authority. The Board regularly receives detailed reports from the Board committees regarding risk oversight in their respective areas of responsibility.

Directors’ Compensation

The following table sets forth the compensation for the Company’s non-employee directors who served during the fiscal year ended December 31, 2024.


	Fees Earned or Paid in Cash		Option Awards		All Other Compensation		Total
Name	( $ )		( $ ) (1) (2)		( $ )		( $ )
Ralph F. Boyd (3)	$	66,047	$	97,416	$	—	$	163,463
Dr. Kenneth D. Eichenbaum, MD, MSE (4)	$	40,781	$	97,416	$	—	$	138,197
Paul A. Gendron (5)	$	77,936	$	97,416	$	—	$	175,352
Ronald Hundzinski (6)	$	8,219	$	55,483	$	—	$	63,702
Beverly A. Huss (7)	$	43,918	$	97,416	$	—	$	141,334
Scott A. Shuda (8)	$	98,300	$	97,416	$	—	$	195,716

(1)In accordance with the SEC's proxy disclosure rules, included in the "Option Awards" column are the aggregate grant date fair values of option awards made during the fiscal year computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. The measurement objective of FASB ASC Topic 718 is to estimate the fair value at the grant date of the equity instruments that the entity is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments (for example, to exercise share options). That estimate is based on the share price and other pertinent factors, such as in the case of stock options the expected volatility at the grant date. The grant date fair value of an award reflects the accounting expense and may not represent the actual value that will be realized. For a discussion of the assumptions used in computing this valuation, see Note 12 of the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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(2)As part of their 2024 compensation package, each Independent Director received options to purchase 35,685 shares of the Company’s Common Stock at the exercise price of $6.34 per share, with the exception of Mr. Hundzinski, who received options to purchase 13,264 shares of the Company's Common Stock at the exercise price of $9.51 per share in conjunction with his appointment to the Board of Directors on November 12, 2024.

(3)As of December 31, 2024, Mr. Boyd had 85,109 aggregate outstanding stock options (49,424 of which were exercisable). The outstanding stock options will expire in three installments of 25,000, 24,424 and 35,685 on May 17, 2032, May 18, 2033 and May 17, 2034, respectively.

(4)As of December 31, 2024, Dr. Eichenbaum had 35,685 outstanding stock options that were not yet exercisable and that will expire on May 17, 2034.

(5)As of December 31, 2024, Mr. Gendron had 135,109 aggregate outstanding stock options (99,424 of which were exercisable) that will expire in three equal installments of 25,000 on May 20, 2030, May 18, 2031, and May 17, 2032, one installment of 24,424 on May 18, 2033 and one installment of 35,685 on May 17, 2034.

(6)As of December 31, 2024, Mr. Hundzinski had 13,264 outstanding stock options that were not yet exercisable and that will expire on November 12, 2034.

(7)As of December 31, 2024, Ms. Huss had 35,685 outstanding stock options that were not yet exercisable and that will expire on May 17, 2034.

(8)As of December 31, 2024, Mr. Shuda had 165,109 aggregate outstanding stock options (129,424 of which were exercisable) that will expire in three equal installments of 35,000 on May 20, 2030, May 18, 2031 and May 17, 2032, one installment of 24,424 on May 18, 2033 and one installment of 35,685 on May 17, 2034.

Current Independent Director Compensation

Each of the non-employee directors received the following annual cash compensation (or portion of cash compensation for fiscal year during which served as a director or committee member) in 2024:

•$50,000 for each non-employee Independent Director on the Board;

•$90,000 for the Chairman of the Board;

•$20,000 for the Chair of the Audit Committee and $10,000 for each Audit Committee member;

•$10,000 for each Co-Chair of the Compensation Committee and $5,000 for each Compensation Committee member; and

•$10,000 for the Chair of the Nominating Committee and $5,000 for each Nominating Committee member.

Board and committee compensation is paid quarterly in arrears, on calendar quarters.

The non-employee directors received the following annual stock compensation grants in 2024 with the exception noted in Footnote 2, above:

•Options for 35,685 shares of the Company’s Common Stock for each Independent Director.

Any such grant of options to non-employee directors are contingent upon sufficient share capacity under the Company’s 2021 Equity Plan. Further, such options are typically granted on the date of the Company’s annual meeting of stockholders. Options were granted in 2024 with an exercise price equal to the closing price of the stock on the grant date and vest over a period of one year or immediately upon a change in control, as defined under the Company’s 2021 Equity Plan.

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PROPOSAL 2

ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act adopted in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing stockholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers. Such a “say-on-pay” vote gives our stockholders the opportunity to express their views on the Company’s executive compensation policies and programs and the compensation paid to the named executive officers.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by approving the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and accompanying narrative disclosure.”

The Board of Directors recommends a vote "FOR" approval of the advisory resolution in this Proposal 2 because the Board believes that the Company’s executive compensation policies and practices are effective in incentivizing our named executive officers to achieve the Company’s goals of growth and sustained financial and operating performance, in aligning executives’ interests with those of the stockholders, and in attracting, retaining, motivating and rewarding highly talented executives. Please refer to “Executive Officers” and “Executive Compensation” in this proxy statement, including the tabular and narrative disclosure regarding executive compensation, for details about our executive compensation policies and programs, compensation information for the fiscal year ended December 31, 2024 and the current compensation of our named executive officers.

The vote on this Proposal 2 is advisory and therefore not binding on the Company, the Board of Directors or the Compensation Committee. However, the Board of Directors and the Compensation Committee will review and consider the voting results in future decisions regarding executive compensation. The Company currently submits the compensation of named executive officers to an advisory vote of stockholders on an annual basis, and the next such vote will occur at the 2026 Annual Meeting of Stockholders.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL 3

APPROVAL OF AN AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN

On May 18, 2021 the stockholders approved the InfuSystem Holdings, Inc. 2021 Equity Plan , under which a maximum number of 2,500,000 shares of Common Stock, plus the number of shares of Common Stock underlying any award granted under the 2014 Equity Plan that expire, terminate or are cancelled or forfeited under the terms of the 2014 Equity Plan, are currently authorized for issuance under the plan. On May 16, 2023, the stockholders approved the First Amendment to the 2021 Equity Plan. This amendment increased the maximum number of shares of Common Stock reserved for issuance under the 2021 Equity Plan to 5,000,000 shares, plus the number of shares of Common Stock underlying any award granted under the 2014 Equity Plan that expire, terminate or are cancelled or forfeited under the terms of the 2014 Equity Plan, an increase of 2,500,000 shares. On March 31, 2025,the Board of Directors approved the Second Amendment to the 2021 Equity Plan, subject to stockholder approval at the Annual Meeting. This amendment increases the maximum number of shares of Common Stock reserved for issuance under the 2021 Equity Plan to 6,000,000 shares, plus the number of shares of Common Stock underlying any award granted under the 2014 Equity Plan that expire, terminate or are cancelled or forfeited under the terms of the 2014 Equity Plan, an increase of 1,000,000 shares. The 2021 Equity Plan is set forth in its entirety as Appendix A-3 along with the First Amendment to the 2021 Equity Incentive Plan as Appendix A-2 to, and filed with this Proxy Statement.

A copy of the proposed Second Amendment to the 2021 Equity Plan is attached as Appendix A-1 to this proxy statement. It is the judgment of the Board of Directors that this Second Amendment to the 2021 Equity Plan is in the best interests of the Company and its stockholders.

Determination of the Share Reserve Under the Amendment to the 2021 Equity Plan

We are asking the stockholders to approve a second amendment to the 2021 Equity Plan to increase the number of shares of Common Stock available for issuance under the plan by an additional 1,000,000 shares. If the second amendment to the 2021 Equity Plan is approved there will be approximately 1,921,000 shares of Common Stock available for issuance under the plan. In determining the appropriate amount of such increase, the Board considered a number of factors, including the number of awards outstanding under the 2021 Equity Plan, the Company's past share usage (sometimes called the Company's "burn rate"), the estimated number of shares needed for future awards, a dilution analysis and competitive data from relevant peer companies. As of March 20, 2025 there were approximately 2,779,000 shares of Common Stock subject to outstanding equity awards under the 2021 Equity Plan. The 2,779,000 shares include 689,000 restricted stock units plus 2,089,000 stock options. As of March 20, 2025 there were approximately 461,000 shares of Common Stock subject to outstanding equity awards under the 2014 Equity Plan. The 461,000 shares only included stock options. The additional 1,000,000 shares proposed for issuance under the 2021 Equity Plan would increase the Company's fully diluted overhang by an additional 4.8% to approximately 20.2% for all outstanding awards under both the 2021 Equity plan and the 2014 Equity Plan taken as a whole.

Based upon these factors, the Board approved the proposed increase of 1,000,000 shares of Common Stock available for issuance under the 2021 Equity Plan. Approval of the amendment to the 2021 Equity Plan will ensure that an adequate number of shares are available for future equity awards, enabling the Company to continue to align the interests of the Company's officers, employees, directors and consultants with those of the Company's stockholders.

Overview of the 2021 Equity Plan

The following is a brief description of the 2021 Equity Plan. A copy of the 2021 Equity Plan along and the First Amendment are attached under Appendix A-3 and Appendix A-2, respectively, to this Proxy Statement, and the following description is qualified in its entirety by reference to the 2021 Equity Plan and the First Amendment.

The purpose of the 2021 Equity Plan is to advance the interests of the Company and its stockholders by enabling the Company to provide incentives to attract and retain the types of employees, consultants and directors who will contribute to the Company's long-term success. The 2021 Equity Plan will remain in effect until May 18, 2031, unless terminated earlier by our Board, which may amend or terminate the 2021 Equity Plan at any time. However, except in the case of adjustments upon changes to our Common Stock or amendments to ensure compliance with applicable law, no amendment will be effective unless approved by the Company's stockholders, to the extent such approval is necessary to satisfy any applicable law or the rules of any securities exchange on which our Common Stock is listed.

Plan Administration

The 2021 Equity Plan may be administered by the Board or by a committee appointed by the Board consisting of one or more Board members, referred to in this proposal as the "Committee," a role which the Board has appointed to the

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Compensation Committee of the Board. The Committee has authority to construe, interpret and apply the provisions of the 2021 Equity Plan, to determine when and to whom awards will be granted and the terms and conditions of such awards, subject to certain Share Limits or other restrictions set forth in the 2021 Equity Plan. The Committee also has authority to exercise its discretion to take such actions or make such determinations that it deems necessary or advisable to fulfil its oversight and administration responsibilities with respect to the 2021 Equity Plan.

Eligible Participants

The Committee may grant awards under the 2021 Equity Plan to employees (including officers), consultants and directors of the Company and its affiliates, or to individuals who are reasonably expected to become such employees, consultants and directors after the receipt of the award; however, only employees are eligible to receive incentive stock options. Currently, there are approximately 490 employees and six non-employee directors of our Company and our affiliates who are eligible to participate in the 2021 Equity Plan.

Awards and Adjustments

Shares of Common Stock issued under the 2021 Equity Plan may be authorized and unissued shares, treasury shares, or shares acquired by the Company in any manner. Subject to the limits in the 2021 Equity Plan, the Committee has the authority to grant the following types of awards under the 2021 Equity Plan: stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, other equity-based awards, cash awards and substitute awards. The Committee has the authority to determine the vesting schedule of each award, to accelerate the vesting exercisability of any award, and to modify the purchase price or the exercise price of any outstanding award, provided that if such modification effects a repricing, stockholder approval of such modification is required before the repricing is effective. The Committee may amend the terms of any one or more awards at any time, provided that the Committee may not amend an award in a manner that would impair the award holder's rights under the award without such holder's written consent.

The 2021 Equity Plan provides for certain equitable adjustments, as determined by the Committee, to awards granted under the 2021 Equity Plan upon changes in the Company's outstanding Common Stock or capital structure. Unless otherwise provided in an award agreement, in the event of a change in control: (i) outstanding options and stock appreciation rights will become immediately exercisable with respect to 100% of the shares of Common Stock subject to such awards; (ii) the restricted period with respect to any awards of restricted stock or restricted stock units will immediately expire with respect to 100% of the outstanding shares of Common Stock underlying such awards; (iii) in the case of performance share awards or cash awards, all incomplete performance periods in effect on the date the change of control occurs will end on such date and the Committee will (a) determine the extent to which performance goals in such performance periods have been met and (b) cause applicable 2021 Equity Plan participants to be paid partial or full awards for each such performance period, based on the Committee's determination of the degree to which performance goals were attained or, if not determinable, based on applicable "target" levels of performance, or on such other basis determined by the Committee; (iii) the Committee may, in its discretion and upon at least ten days' advice notice to the affected persons, cancel any outstanding awards and pay to the holders the value of the awards based upon the price per share of Common Stock received or to be received by other stockholders of the Company, or, in the case of an exercise price of any option or stock appreciation right that equals or exceeds the price paid for a share of Common Stock in connection with the change in control, the Committee may cancel the option or stock appreciation right without the payment of any consideration.

New Plan Benefits

We cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to eligible participants under the 2021 Equity Plan as amended by this proposed Second Amendment because the grant of awards and terms of such awards are to be determined in the sole discretion of the Compensation Committee and Board of Directors. However, current benefits granted to our non-employee directors, named executive officers and all other employees would not have increased if they had been made under the 2021 Equity Plan as amended by this proposed Second Amendment. Grants of equity awards in fiscal year 2024 to our named executive officers are shown in the Grants of Plan-Based Awards table in this Proxy Statement.

Registration with the SEC

The Company intends to file with the SEC a registration statement on Form S-8 covering the new shares reserved for issuance under the 2021 Equity Plan promptly following approval of the second amendment.

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Required Vote

This proposal to approve an amendment increasing the number of shares under the 2021 Equity Plan will require an affirmative vote of the majority of the votes cast at the Annual Meeting with respect to the proposal. Under the applicable listing rules of NYSE American LLC, abstentions will be treated as votes cast. As a result, abstentions will have the same effect as votes "against" the proposal. Broker non-votes and failures to vote will have no effect on the outcome of the vote.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S 2021 EQUITY INCENTIVE PLAN.

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PROPOSAL 4

AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REMOVE BLANK CHECK COMPANY BUSINESS COMBINATION PROVISIONS NO LONGER APPLICABLE TO THE COMPANY

Background

If adopted, the Removal of Blank Check Company Business Combination Provisions Amendment would amend our Amended and Restated Certificate of Incorporation to remove the moot business combination provisions of Article Fifth applicable only to the Company in its prior status as a blank check company. These provisions have not served any purpose since the Company ceased to be a blank check company in 2007.

The Company was formed as a Delaware blank check company in 2005 with the purpose of acquiring through a merger or other similar business combination one or more operating businesses in the healthcare-related sector (such an acquisition, a “Business Combination”). Included in our initial Certificate of Incorporation, Article Fifth provides restrictive business combination provisions relating only to the Company as a blank check company to be effective from the date in which the Company filed its initial Certificate of Incorporation until the Company consummates a Business Combination, at such time the Company would transition from a blank check company to an operating company not subject to Article Fifth. The Company consummated a Business Combination and ceased to be a blank check company status upon completion of its acquisition of InfuSystem, Inc. on October 25, 2007. As a result, the Article Fifth blank check company business combination provisions became inapplicable concurrently with the Business Combination consummation.

The elimination of the Article Fifth blank check company business combination provisions is appropriate and desirable because these provisions no longer serve any purpose since the completion of the Business Combination.

For the reasons stated above, on March 31, 2025, the Board approved and adopted the Removal of Blank Check Company Business Combination Provisions Amendment, declared it to be advisable and in the best interests of the Company and our stockholders and recommended that the stockholders adopt the Removal of Blank Check Company Business Combination Provisions Amendment.

Proposed Removal of Blank Check Company Business Combination Provisions Amendment

The Board is asking our stockholders to approve the amendment to Article Fifth of our Amended and Restated Certificate of Incorporation. The text of the Removal of Blank Check Company Business Combination Provisions Amendment is attached hereto as Appendix B, with additions indicated by bold, underlined text and deletions indicated by strikethrough text.

Effect of the Removal of Blank Check Company Business Combination Provisions Amendment

The proposed Removal of Blank Check Company Business Combination Provisions Amendment omits each of the Article Fifth provisions because each ceased to apply after consummation of the Business Combination. Removing these inapplicable provisions clarifies the Company’s corporate governance structure while simplifying its organizational documents. For example, though the blank check company business combination provisions of Article Fifth have been moot since the Business Combination, Article Fifth requires the Company to dissolve if certain conditions were not met within specified timeframes. The amendment does not include any provisions relating to the Company’s ongoing existence; the default rule under the DGCL will make the Company’s existence perpetual. Perpetual existence is the usual period of existence for public corporations, and the Board believes it is the most appropriate period for the Company. Eliminating conflicting references to the Company’s existence makes clear the Company intends to exist perpetually.

If the Removal of Blank Check Company Business Combination Provisions Amendment is approved by our stockholders, the amendment will become effective upon the filing of an amendment to our Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which filing is expected to occur as soon as reasonably practicable after the 2025 Annual Meeting.

If the Removal of Blank Check Company Business Combination Provisions Amendment is not approved by our stockholders, our Amended and Restated Certificate of Incorporation will not be amended and the blank check company business combination provisions that have been inapplicable since the Company’s consummation of the 2007 Business Combination will remain in our Amended and Restated Certification of Incorporation, but will have no effect.

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Vote Required

In accordance with Section 242(b)(1) of the Delaware General Corporation Law (“DGCL"), the approval of the Removal of Blank Check Company Business Combination Provisions Amendment requires the affirmative vote of a majority of the outstanding shares of the Company’s Common Stock. Abstentions, broker non-votes and failures to vote will have the same effect as votes “against” the proposal.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE REMOVAL OF BLANK CHECK COMPANY BUSINESS COMBINATION PROVISIONS AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE BLANK CHECK COMPANY BUSINESS COMBINATION PROVISIONS NOT APPLICABLE TO THE COMPANY AS AN OPERATING COMPANY.

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PROPOSAL 5

AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE AN EXCLUSIVE FORUM PROVISION

Background

If adopted, the Exclusive Forum Amendment would amend the Company’s Amended and Restated Certificate of Incorporation to provide an exclusive forum for the adjudication of certain legal matters. This amendment would provide that, unless the Company consents in writing to the selection of an alternative forum the Court of Chancery of the State of Delaware will be the exclusive forum for derivative actions or proceedings brought on behalf of the Company, claims of breach of fiduciary duties, claims arising under the DGCL or our organizational documents, or any action asserting a claim governed by the internal-affairs doctrine (the “Delaware Forum Provision”). The amendment would also provide that, notwithstanding the foregoing, the U.S. federal district courts will be the exclusive forum for actions arising under the Securities Act of 1933, as amended (the “Securities Act”) (the “Federal Forum Provision”).

The Delaware Forum Provision provides that if any such action is filed in a court other than a court located within the State of Delaware in the name of any stockholder, then such stockholder will be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any such action brought in any court to enforce such provision and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel as agent for such stockholder.

In addition, the amendment provides that any person or entity who acquires or holds any interest in shares of our capital stock will be deemed to consent to the foregoing terms.

Delaware law expressly permits Delaware companies to adopt exclusive forum provisions designating courts in Delaware as the exclusive forum for the types of claims enumerated in the Delaware Forum Provision. Nonetheless, there can be no assurance that courts in other states would enforce the Delaware Forum Provision. If a court were to find the Delaware Forum Provision inapplicable or unenforceable with respect to any of the types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in jurisdictions other than those prescribed by the Exclusive Forum Amendment, which could adversely affect our business, financial condition, or results of operations.

Similarly, under the Securities Act, federal and state courts have concurrent jurisdiction over all suits arising under the Securities Act, and stockholders cannot waive compliance with federal securities laws. Accordingly, there is uncertainty as to whether a court would enforce the Federal Forum Provision. The Federal Forum Provision would not apply to suits arising under the Exchange Act, or any other claim of which the federal district courts of the United States have exclusive jurisdiction.

The Exclusive Forum Amendment is not being proposed in response to, or anticipation of, any specific litigation or transaction.

The Board has unanimously approved the Exclusive Forum Amendment, subject to stockholder approval. The Board has unanimously determined that the amendment is advisable and in the best interests of the Company and our stockholders, and, in accordance with the DGCL, hereby seeks approval of the amendment by our stockholders.

Proposed Exclusive Forum Amendment

The Board is asking our stockholders to approve the amendments to Article Eighth of our Amended and Restated Certificate of Incorporation. The text of the Exclusive Forum Amendment is attached hereto as Appendix C, with additions indicated by bold, underlined text and deletions indicated by strikethrough text .

Reasons for the Exclusive Forum Amendment

The Board believes that the Company and our stockholders will benefit from having actions litigated in Delaware and the U.S. federal district courts, as applicable. The Exclusive Forum Amendment is intended to reduce the risk, and associated costs and inefficiencies, of duplicative actions being litigated simultaneously in more than one forum, as well as the risk of inconsistent outcomes in cases in multiple forums. The background and experience of the Court of Chancery of the State of Delaware and the U.S. federal district courts in resolving issues under the DGCL and the Securities Act, respectively, place these courts in the best positions to resolve claims arising under the applicable bodies of law.

In particular, Delaware courts have considerable expertise and pay heed to a substantial and influential body of case law in addressing Delaware corporate law issues. The Delaware Court of Chancery employs procedures designed to

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promote efficient and consistent resolutions. Likewise, U.S. federal district courts’ relative expertise in claims arising under the Securities Act and experience applying the procedures relevant to the applicable standards of review, which provides greater predictability regarding the outcome of these disputes.

Although some plaintiffs might prefer to litigate matters in a forum other than those specified in the amendment because another court may be more convenient for them or more favorable for their claim, the Board believes that the amendment would provide substantial benefits to the Company and our stockholders that outweigh these concerns. In contrast to these concerns, the amendment would allow the Company to retain the flexibility to consent to an alternative forum when doing so is deemed to be in the best interests of the Company and our stockholders.

For the reasons stated above, on March 31, 2025, the Board approved and adopted the Exclusive Forum Amendment, declared it to be advisable and in the best interests of the Company and our stockholders and recommended that the stockholders adopt the Exclusive Forum Amendment.

Effect of the Exclusive Forum Agreement

If the Exclusive Forum Amendment is approved by our stockholders, the amendment will become effective upon the filing of an amendment to our Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which filing is expected to occur as soon as reasonably practicable after the 2025 Annual Meeting. After effectiveness of the Exclusive Forum Amendment, the new exclusive forum provision would apply only with respect to claims brought after the date of the Exclusive Forum Amendment.

If the Exclusive Forum Amendment is not approved by our stockholders, our Amended and Restated Certificate of Incorporation will not be amended to include to give effect to the Exclusive Forum Amendment, and the Company could be exposed to litigation risks in other forums that may or may not be favorable towards the Company. In addition, if the Exclusive Forum Amendment is not adopted, the Board will reconsider whether the Exclusive Forum Amendment is in the best interests of the Company and our stockholders and may conduct further outreach to stockholders on the subject of exclusive forum provisions.

Vote Required

In accordance with Section 242(b)(1) of the DGCL, the approval of the Exclusive Forum Amendment requires the affirmative vote of a majority of the outstanding shares of the Company’s Common Stock. Abstentions, broker non-votes and failures to vote will have the same effect as votes “against” the proposal.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE EXCLUSIVE FORUM AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE AN EXCLUSIVE FORUM FOR THE ADJUDICATION OF CERTAIN LEGAL MATTERS.

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PROPOSAL 6

AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION

Background

The State of Delaware, which is the Company’s state of incorporation, recently enacted legislation that enables Delaware companies to limit the liability of certain officers in limited circumstances under Section 102(b)(7) of the DGCL. The new Delaware legislation only permits, and, if our Exculpation Amendment is adopted, our Certificate of Incorporation would only permit, exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. Furthermore, the limitation on liability would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The rationale for limiting the scope of liability, as further described below, is to strike a balance between stockholders’ interest in officer accountability and their interest in the Company being able to attract and retain quality officers to work on its behalf.

The Board has unanimously approved the Exculpation Amendment, subject to stockholder approval. The Board has unanimously determined that the Exculpation Amendment is advisable and in the best interests of the Company and our stockholders, and, in accordance with the DGCL, hereby seeks approval of the Exculpation Amendment by our stockholders.

Proposed Exculpation Amendment

The Board is asking our stockholders to approve the addition of officers to Article Seventh of our Amended and Restated Certificate of Incorporation. The text of the Exculpation Amendment is attached hereto as Appendix D, with additions marked with bold, underlined text and deletions indicated by strikethrough text.

Reasons for the Exculpation Amendment

The Nominating and Governance Committee believes that there is a need for directors and officers to remain free of the risk of financial ruin as a result of an unintentional misstep. Furthermore, adopting the Exculpation Amendment would ensure that the Company remains able to attract and retain the most qualified officers. The Nominating and Governance Committee has determined that the proposed provision would not negatively impact stockholder rights. Thus, in light of (i) the narrow class and type of claims for which officers’ liability would be exculpated and (ii) the benefits that the Nominating and Governance Committee believe would accrue to the Company and its stockholders in the form of an enhanced ability to attract and retain quality officers, the Nominating and Governance Committee recommended to the Board the Exculpation Amendment.

Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. Furthermore, the Company expects its peers to adopt exculpation clauses that limit the personal liability of officers in their respective certificates of incorporation; failing to adopt the amendment could impact our recruitment and retention of exceptional officer candidates who might conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceed the benefits of serving as an officer of the Company.

Adopting the Exculpation Amendment would better position the Company to attract top officer candidates and retain our current officers and enable the officers to exercise their business judgment in furtherance of the interests of the stockholders without the potential for distraction posed by the risk of personal liability. This Exculpation Amendment will also more generally align the protections available to our directors with those available to our officers. In view of the above considerations, our Board has unanimously determined it would be in the best interest of the Company to provide for the exculpation of officers as proposed herein.

Effect of the Exculpation Agreement

If the Exculpation Amendment is approved by our stockholders, the Exculpation Amendment will become effective upon the filing of an amendment to our Amended and Restated Certificate of Incorporation with the Delaware Secretary of

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State, which filing is expected to occur as soon as reasonably practicable after the 2025 Annual Meeting. If the Exculpation Amendment is not approved by our stockholders, our Amended and Restated Certificate of Incorporation will not be amended to include the provision discussed in this Proposal 6, and no exculpation will be provided for our officers in our Amended and Restated Certificate of Incorporation.

Vote Required

In accordance with Section 242(b)(1) of the DGCL, the approval of the Exculpation Amendment requires the affirmative vote of a majority of the outstanding shares of the Company’s Common Stock. Abstentions, broker non-votes and failures to vote will have the same effect as votes “against” the proposal.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE EXCULPATION AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION.

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PROPOSAL 7

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP as the independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2025. The Board of Directors is submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice.

If the stockholders fail to ratify the appointment of Deloitte & Touche LLP, the Audit Committee will reconsider its selection of audit firms but may decide not to change its selection. Even if the appointment is ratified, the Audit Committee may appoint a different independent registered public accounting firm at any time if it determines that such a change would be in the best interest of the Company’s stockholders.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. These representatives will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Recommendation

THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

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EXECUTIVE OFFICERS

The Company's executive officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors and hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation or removal. Set forth below are the names and certain biographical information regarding the Company's executive officers.


Name	Age	Position
Richard DiIorio	50	Chief Executive Officer and Director
Carrie Lachance (1)	48	President, Chief Operating Officer and Director

Addam Chupa	46	Executive Vice President, Chief Information Officer
Jerod Funke	50	Executive Vice President, Chief Human Resources Officer
Barry Steele	54	Executive Vice President and Chief Financial Officer

(1)See "Directors" for biographical information regarding Ms. Lachance.

Richard A. DiIorio

Richard A. DiIorio, who joined the Company in 2004, was appointed as the Company’s President and Chief Executive Officer and member of the Board of Directors on November 15, 2017. Mr. DiIorio is not standing for re-election as a Director, and is expected to step down as Chief Executive Officer, effective as of May 19, 2025. He served as President until March 2021, at which time Ms. Lachance was appointed President, and Mr. DiIorio continued to serve as the Company's Chief Executive Officer. Previously, he served as the Company’s Executive Vice President and General Manager of Oncology from May 2017 to November 2017 and as a member of the Office of the President. Mr. DiIorio also held, within the Company, the previous positions of Vice President of Oncology Sales, Regional Vice President-Eastern Region and Territory Manager. Before joining the Company, he held various sales and sales leadership roles at Stryker, Novartis, and Thermo Scientific. Mr. DiIorio holds a Bachelor of Science degree in biology from Boston College.

With over 21 years of successful healthcare experience, Mr. DiIorio brings extensive expertise in sales, customer service, product launch and market knowledge focused on driving growth within the infusion market. Mr. DiIorio currently serves on the board of Dignitana AB (NASDAQ: DIZTF), a Swedish medical technology company.

Addam Chupa

Addam Chupa joined InfuSystem in January 2020 as Senior Vice President of Information Technology. He previously served as Director of Information Technology Operations of Forum Health from April 2019 to January 2020. Prior to these roles, he served in various capacities including Director of IT Operations at Diplomat Pharmacy from January 2014 to April 2019. Mr. Chupa received his Bachelor of Business Administration degree with a major in computer information systems from Walsh College.

Jerod Funke

Jerod Funke joined InfuSystem in October 2023 as Executive Vice President and Chief Human Resources Officer. He previously worked for Insulet Corporation from March 2021 through October 2023 serving as Vice President Global Talent Acquisition from March 2021 through October 2023 and Senior Human Resources Business Partner-Global Operations from June 2021 through October 2023. Prior to that he served as Vice President Global Talent Acquisition for Vertex Pharmaceuticals from January 2017 through February 2021. Mr. Funke earned a Bachelor of Arts degree in psychology and a Master of Arts degree in developmental psychology from Boston College while competing as a Division-1 football player.

Barry Steele

Barry Steele joined InfuSystem in March 2020 as Executive Vice President, Chief Financial Officer. He previously served as Chief Financial Officer of Horizon Global Corporation from February 2019 to June 2019 and as Vice President of Finance and Chief Financial Officer of Gentherm from October 2004 to December 2018. Earlier he held various finance positions with Advanced Accessory Systems, LLC including Chief Financial Officer. Mr. Steele, who is a CPA, began his career with Price Waterhouse LLP in 1993. He received his Bachelor of Science degree, majoring in Accounting, from Hillsdale College.

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EXECUTIVE COMPENSATION

Overview

This section explains our executive compensation program for our named executive officers (“NEOs”) listed below. This section also describes the Compensation Committee’s process for making pay decisions, as well as its rationale for specific decisions related to the fiscal year ended December 31, 2024.


Name			Position
Richard DiIorio			Chief Executive Officer
Carrie Lachance			President and Chief Operating Officer
Barry Steele			Executive Vice President and Chief Financial Officer

Smaller Reporting Company Status

Although our Company qualifies as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, which allows us to take advantage of scaled-back disclosure required by Items 402(m)-(r) of Regulation S-K, we have elected to provide a more comprehensive narrative about our executive compensation program. This voluntary approach reflects our commitment to transparency and helps to ensure that our stockholders have a clear understanding of our executive compensation philosophy and practices.

Executive Summary

2024 Say-On-Pay and Stockholder Engagement

We value our stockholders’ perspectives and the role their feedback plays in shaping our executive compensation practices and governance. Maintaining a strong connection with our investors is fundamental to aligning our decisions with their expectations and driving long-term value creation.

At our 2024 Annual Meeting, 53% of stockholders approved our Say-on-Pay proposal. While this outcome represented a majority, it was below the robust level of support we have historically received. To address shareholders’ concerns, the Board and the Compensation Committee determined to speak directly with shareholders to identify opportunities to better align our executive compensation program with their expectations. To that end, in the fourth quarter of 2024, the Co-Chairs of our Compensation Committee, supported by other Committee members and members of senior management, led a comprehensive and proactive stockholder engagement effort, during which we reached out to stockholders representing approximately 69% of our outstanding shares. Stockholders, owning approximately 22% of our shares outstanding, either met with us in engagement meetings or notified us that no meeting was necessary this year. These meetings focused on gaining clarity on stockholder priorities, particularly regarding the alignment of executive compensation with stockholder value creation and the transparency of our disclosures.

As part of this process, the Compensation Committee also retained Pearl Meyer, a leading independent compensation consulting firm, to gain further insight into current pay practices to ensure that our approach going forward effectively balances competitive market practices, stockholder expectations, best-practice governance standards and our business strategy.

The result of this extensive outreach was the development, adoption and implementation of changes to our executive compensation program that more closely align with market best practices and stockholder feedback. Below is a summary of what we heard and the actions we are taking to address the feedback.

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What We Heard

How We Are Responding

Include performance metrics for annual incentives that directly reflect financial and operational success, rather than subjective measures

Eliminated Management by Objectives (“MBOs”) from the short-term incentive (“STI”) program to focus more on quantifiable financial performance, effective January 1, 2025, as follows:

Metric

Weighting

Adjusted EBITDA

("AEBITDA")(1)

50%

Net Revenue

50%

The Compensation Committee selected these metrics to align with stockholder preferences, emphasizing profitability and efficiency, while driving growth in key business segments. The combination of Adjusted EBITDA and Revenue reflects a balanced focus on sustaining strong financial performance and accelerating new business growth through strategic expansion opportunities.

Increase the emphasis on performance-based long-term equity incentives to create a stronger link between executive compensation and long-term stockholder value

Increased the emphasis on performance-based equity by granting long-term incentive awards, starting in 2025, as follows:

Equity Vehicle

Weighting

Performance Share Units (“PSUs”)

50%

Stock Options

25%

Restricted Stock Units (“RSUs”)

25%

This change increases the weighting of PSUs from 25% to 50% and reduces the weighting of stock options from 50% to 25%. In addition, to align with market practices, RSU vesting changed from a three-year cliff to ratable over three years (1/3 annually).

Lengthen PSU performance periods to reflect multi-year performance cycles

Extended PSU vesting from a two-year to a three-year performance measurement period, tying any earned awards to the achievement of relative Total Stockholder Return (“TSR”), against the Russell 2000 Index.

Provide more transparent
communication about how the
program works and make it easy to understand

Expanded our executive compensation disclosure beyond what is required for a “smaller reporting company” under SEC rules to give stockholders a clearer view of our program’s design, rationale, and decision-making process. Additionally, we improved how we communicate key elements of the program by providing clearer explanations of the annual and long-term incentive plans, including their structure, metrics, and payout determinations, to enhance transparency and accessibility.

(1)Adjusted EBITDA is a non-GAAP financial measure. Definitions of, and further details regarding this non-GAAP financial measure, including a reconciliation to its most directly comparable financial measure prepared in accordance with GAAP, can be found in Appendix E.

The Compensation Committee remains committed to ensuring that our executive compensation program evolves in alignment with stockholder expectations and long-term value creation. We will continue to engage with our stockholders to assess the effectiveness of our compensation practices and to consider adjustments, as needed.

Best Compensation Practices & Policies

We believe the following practices and policies within our program promote strong compensation governance and are in the best interests of our stockholders and executives:

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What We Do		What We Don't Do
	Emphasize variable-pay over fixed-pay, with a significant portion of each executive's overall compensation opportunity tied to our financial results and stock performance		We do not provide our executives and will not provide any new executives with tax gross-ups with respect to payments made in connection with a change of control
	All of our executive officers are subject to an executive compensation clawback policy		We do not allow stock option repricing without stockholder approval
	Maintain anti-hedging and anti-pledging policies		No option or stock appreciation rights granted below fair market value
	Provide for "double-trigger" severance benefits upon a change in control		No supplemental executive retirement plans
	We engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent trustees		We do not provide excessive perquisites; our perquisites are market competitive to incent executive retention

2024 Business Overview

We are a leading national healthcare service provider, facilitating outpatient care for Durable Medical Equipment manufacturers and healthcare providers. We provide our products and services to hospitals, oncology practices, ambulatory surgery centers, and other alternate site healthcare providers. Our headquarters is in Rochester Hills, Michigan, and we operate our business from a total of seven locations in the United States ("U.S.") and Canada. We provide our services under a two-platform model: Patient Services and Device Solutions. Patient Services provides turnkey solutions designed to be implemented without service disruptions, allowing our healthcare provider customers to focus on practicing medicine. InfuSystem provides the Durable Medical Equipment and treatment consumables, handles order and delivery logistics, provides 24/7 nursing support relating to the provided equipment, assumes responsibility for third-party payer Durable Medical Equipment billing, and handles biomedical services for the Durable Medical Equipment, including, inspection, repair, certification and replacement. Device Solutions are provided as a “concierge” offering, whereby InfuSystem leverages its strong service orientation to provide incremental services to our healthcare provider customers on a direct payer model. Device Solutions include equipment rental and sales, consumable sales, and biomedical support services.

Company Performance Highlights

Highlights of InfuSystem's performance include:

•Growing net revenue,

•Increasing Adjusted EBITDA,

•Strong Operating Cash Flow.

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(1) Adjusted EBITDA is a non-GAAP financial measure. Definitions of, and further details regarding this non-GAAP financial measure, including a reconciliation to its most directly comparable financial measure prepared in accordance with GAAP, can be found in Appendix E.

2024 Compensation Highlights - Majority of Executive Compensation is Variable, at Risk, Performance-Based.

Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term, sustainable stockholder value creation. Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal 2024:


Base Salaries			• Approved increases of approximately 5% for the NEOs to improve competitive positioning and ensure market alignment.
Annual Incentives			• Based on our financial performance in 2024, the Compensation Committee approved annual incentive awards at 100.7% of target, reflecting strong execution against key performance measures. This formulaic result was driven by an AEBITDA achievement of 102% of target, a Revenue achievement of 100% of target, and target achievement 100% on the MBOs.
Long-Term Equity-Based Incentives			• Approved equity grants to each of the NEOs using a mix of 50% stock options, 25% PSUs, and 25% RSUs. • Certified performance results for the completed 2023 PSU cycle (January 1, 2023 – December 31, 2024), resulting in a payout of 0% of target PSUs earned for all the NEOs, based on the Company’s relative TSR performance against the Russell 2000 Index ("Relative TSR PSUs"). • Certified performance results for Mr. DiIorio’s 2023 PSU award, resulting in a payout 0% of his target PSUs that were tied to a threshold level of AEBITDA performance for the year ended December 31, 2024.

What Guides Our Program

Compensation Philosophy - Performance-Based Pay Philosophy

Our executive compensation philosophy is driven by the following guiding principles:

•Target compensation should be competitive with that being offered to individuals in comparable roles at other companies with which we compete for talent to ensure that we employ the best people to lead our success.

•A meaningful portion of total compensation should be variable and linked to the achievement of specific short-term and long-term performance objectives and designed to drive stockholder value creation.

•Decisions about compensation should be guided by best-practice governance standards and rigorous processes that encourage prudent decision-making.

Compensation Elements

Our compensation philosophy is supported by the following total direct compensation elements:

Table of Contents


Compensation Element	How It's Paid	Purpose
Base Salary