lmat20240408_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Lemaitre Vascular, 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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LeMaitre Vascular, Inc.

63 Second Avenue

Burlington, Massachusetts 01803

April 17, 2025

Dear Fellow Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of LeMaitre Vascular, Inc., which will be held at 10:00 a.m. EDT on Monday, June 2, 2025, at our offices at 32 Third Avenue, Burlington, Massachusetts 01803.

For this year’s Annual Meeting, we are pleased to take advantage of U.S. Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials and our 2024 Annual Report on Form 10-K. The Notice contains details on how to access, or alternatively request paper copies of, those documents and how to cast your vote by proxy. All stockholders who do not receive a Notice will receive paper copies of the proxy materials and our Annual Report by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing these documents.

Your vote is important. In order to ensure your representation at the Annual Meeting, whether or not you plan to attend, please vote your shares by proxy as promptly as possible. Please review the details on the Notice or the proxy card regarding your voting options.

Thank you for being a LeMaitre stockholder. We look forward to your participation at our Annual Meeting.

George W. LeMaitre

Chairman and Chief Executive Officer

LeMaitre Vascular, Inc.

63 Second Avenue

Burlington, Massachusetts 01803

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE

10:00 a.m. EDT on Monday, June 2, 2025

PLACE	LeMaitre Vascular, Inc.
	32 Third Avenue
	Burlington, Massachusetts 01803

PURPOSE

(1)

To elect three Class I directors nominated by our Board of Directors for three-year terms.

(2)

To approve, by a non-binding, advisory vote, the 2024 compensation paid to our named executive officers.

(3)

To provide a non-binding, advisory vote on the frequency of future stockholder advisory votes on executive compensation.

(4)

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

(5)

To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.

	Our Board of Directors unanimously recommends that stockholders vote “FOR” all nominees in Proposal 1, “FOR” Proposal 2, every “THREE YEARS” for Proposal 3, and “FOR” Proposal 4.

RECORD DATE	April 8, 2025

ADMISSION	All stockholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. In order to be admitted, you will be asked to present valid picture identification, such as a driver’s license or passport. If your shares are held in “street name,” that is, held for your account by a bank, broker, or other nominee, the bank, broker, or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting, and you are considered to be the “beneficial owner.” If your shares are held in street name, your name will not appear on our list of stockholders, and in order to be admitted to the Annual Meeting, in addition to a picture identification, you must bring with you a letter or account statement showing that you were the beneficial owner of the shares on the Record Date.

PROXY VOTING	If you are a stockholder of record, you may vote by proxy via the Internet, by telephone, or if you requested printed proxy materials, by returning the proxy card by mail. Submitting your vote by proxy in advance will not affect your right to vote in person if you decide to attend the Annual Meeting and wish to vote then. If your shares are held in “street name,” you will receive instructions from the bank, broker, or other nominee that you must follow for your shares to be voted.

STOCKHOLDER LIST	A complete list of stockholders as of the Record Date will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting by sending an email to gmanker@lemaitre.com stating the purpose of the request, and providing proof of share ownership.

By Order of the Board of Directors,

George W. LeMaitre

Chairman and Chief Executive Officer

Burlington, Massachusetts

April 17, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on Monday, June 2, 2025, for LeMaitre Vascular, Inc.

The Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2024, and proxy voting instructions are available for viewing, printing, and downloading at investorvote.com/LMAT.

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD 10:00 A.M. EDT ON MONDAY, JUNE 2, 2025

GENERAL INFORMATION

Why am I being given access to or receiving these proxy materials?

You have been given access to or received these proxy materials because the Board of Directors (the “Board” or “Board of Directors”) of LeMaitre Vascular, Inc. (“we,” “us,” “our,” “LeMaitre,” or the “Company”) is soliciting your proxy to vote your shares at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). This Proxy Statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (“SEC”) and is designed to assist you in voting your shares.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a full set of printed proxy materials?

We are taking advantage of SEC rules that allow companies to furnish their proxy materials to stockholders over the Internet. We are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of paper copies of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”). We plan to send the Notice on or about April 17, 2025. The Notice contains instructions on how to access, or alternatively request paper copies of, those documents and how to cast your vote by proxy. This Proxy Statement and our Annual Report are available for viewing, printing and downloading on the Internet at investorvote.com/LMAT. All stockholders who do not receive a Notice will receive paper copies of the proxy materials and the Annual Report by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing these documents.

What is the “Record Date” for the Annual Meeting? Who is entitled to attend and vote at the Annual Meeting?

The Record Date is April 8, 2025. You are only entitled to vote at the Annual Meeting if (i) you were a stockholder of record at the close of business on the Record Date, or (ii) you were a beneficial owner of shares as of the Record Date and hold a valid proxy for the Annual Meeting from the bank, broker, or other nominee holding your account. At the close of business on the Record Date, there were 22,594,362 shares of our common stock outstanding and entitled to vote at the Annual Meeting. Each share is entitled to one vote.

Stockholders of Record: Shares Registered in Your Name

If, as of the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Investor Services, then you are a “stockholder of record.” As a stockholder of record, you may vote by proxy in advance of, or in person at, the Annual Meeting.

Beneficial Owners: Shares Registered in the Name of a Bank, Broker, or Other Nominee

If, as of the Record Date, your shares were held in “street name,” that is, held for your account by a bank, broker, or other nominee, the bank, broker, or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting, and you are considered to be the “beneficial owner.” As the beneficial owner, you have the right to direct the stockholder of record regarding how to vote the shares in your account. You will receive instructions from the bank, broker, or other nominee that you must follow for your shares to be voted. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from the bank, broker, or other nominee holding your account.

What do I need to be admitted to the Annual Meeting?

If you are a stockholder of record, you will be asked to present valid picture identification, such as a driver’s license or passport, in order to be admitted to the Annual Meeting. If you are a beneficial owner and not the stockholder of record, your name will not appear on our list of stockholders, so in addition to picture identification, you must bring with you a letter or account statement showing that you were the beneficial owner of the shares on the Record Date.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting in person or represented by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank, broker, or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting in person or represented by proxy may adjourn the Annual Meeting to another date.

What proposals am I being asked to consider and vote on at the Annual Meeting? What are the voting requirements for each proposal? How is the Board of Directors recommending that I vote?

No.	Proposal	Voting Requirement	Board Recommendation
1	To elect three Class I directors nominated by the Board of Directors for three-year terms.	The nominees receiving the highest number of votes properly cast FOR election, or a “plurality” of the votes properly cast, will be elected as directors, subject to the Director Resignation Policy described below under “Corporate Governance – Director Resignation Policy.” Only votes FOR or WITHHELD will affect the outcome.	FOR
2	To approve, by a non-binding, advisory vote, the 2024 compensation paid to the Company’s Named Executive Officers.	An affirmative vote of a majority of the votes properly cast for and against is required to approve the 2024 compensation paid to our Named Executive Officers.	FOR
3	To provide a non-binding, advisory vote on the frequency of future stockholder advisory votes on executive compensation.	This proposal provides a choice among three frequency periods (every ONE, TWO or THREE years) for future non-binding, advisory say-on-pay votes. The frequency period that receives the most votes will be deemed to be the recommendation of our stockholders.	Every THREE years
4	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	An affirmative vote of a majority of the votes properly cast for and against is required to ratify the appointment of Grant Thorton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	FOR

What is meant by an “advisory vote”?

Proposals 2 and 3 are advisory votes. The voting results on these proposals will not be binding on our Company, our Board of Directors, or any Board committee. However, our Board of Directors, including our Compensation Committee, values the opinions of our stockholders, and our Board will consider the outcome of these advisory votes when making future decisions regarding the compensation of our Named Executive Officers and the frequency of future say-on-pay votes.

Will there be any other items of business on the agenda?

Aside from the proposals described above, our Board of Directors knows of no other matters to be presented at the Annual Meeting. If any other matter should be presented at the Annual Meeting upon which a vote may be properly taken, shares represented by all proxies received by our Board of Directors will be voted with respect to those other matters in accordance with the judgment of the persons named as attorneys-in-fact in the proxies.

How do I vote?

Stockholders of Record: Shares Registered in Your Name

As a stockholder of record, you can vote by proxy in advance of the Annual Meeting via the Internet, by telephone, or if you requested printed proxy materials, by returning the proxy card by mail. Please refer to the Notice or proxy card for details. Although we encourage you to submit your vote by proxy prior to the Annual Meeting to ensure that your vote is counted, you can attend the Annual Meeting and vote your shares in person. Submitting your vote by proxy in advance via the Internet, by telephone, or by mail will not affect your right to vote in person if you decide to attend the Annual Meeting and wish to vote then.

Beneficial Owners: Shares Registered in the Name of a Bank, Broker, or Other Nominee

As a beneficial owner, you have the right to direct the bank, broker, or other nominee holding your account with respect to how to vote the shares in your account. You will receive instructions from the bank, broker, or other nominee that you must follow for your shares to be voted. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from the bank, broker, or other nominee holding your account.

How are proxy votes handled?

If you vote by proxy, the persons named as proxies will follow your voting instructions. If you vote by proxy but do not direct how your shares should be voted on each proposal, the persons named as proxies will vote your shares as recommended by our Board of Directors. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment, although we have not received timely notice of any other matters that may be properly presented for voting at the Annual Meeting.

What are “broker non-votes”?

Broker non-votes occur when the beneficial owner of shares held in “street name” does not give instructions to the bank, broker, or other nominee holding the shares as to how to vote on matters deemed “non-routine.” If the beneficial owner does not provide voting instructions, the bank, broker, or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. “Non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), and executive compensation, including advisory votes on executive compensation and on the frequency of holding advisory votes on executive compensation. Only Proposal 4, the ratification of the appointment of Grant Thorton, is considered a routine matter where brokers are permitted to vote shares held by them in the absence of instructions from the beneficial owner.

What effect do abstentions and broker non-votes have?

Votes withheld from any director nominee, abstentions, and broker non-votes are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld” have no effect on the election of directors. Abstentions will not be counted as shares voting on any of the other proposals.

What can I do if I change my mind after I vote my shares by proxy?

Stockholders of record may revoke their proxies (i) by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy), (ii) by filing an instrument in writing revoking their proxy, (iii) by voting again via the Internet or by telephone, or (iv) by filing another duly executed proxy card bearing a later date with us before the vote is counted. Your latest Internet, telephone, or mail proxy submitted prior to the Annual Meeting is the one that will be counted. Any written notice of revocation or subsequent proxy should be sent to LeMaitre Vascular, Inc., 63 Second Avenue, Burlington, Massachusetts 01803, Attention: Investor Relations, at or before the taking of the final vote at the Annual Meeting.

Beneficial owners may revoke any prior voting instructions by contacting the bank, broker, or other nominee holding their account.

How do I access the list of registered stockholders entitled to vote at the Annual Meeting?

A list of registered stockholders as of the close of business on the Record Date will be available for examination by any stockholder for any purpose germane to the Annual Meeting during normal business hours at LeMaitre Vascular, Inc., 32 Third Avenue, Burlington, Massachusetts 01803 for a period of at least 10 days prior to the Annual Meeting. During the whole time of the Annual Meeting, this list will be available for examination by the stockholders. Stockholders may obtain the list of registered stockholders by sending an email to gmanker@lemaitre.com, stating the purpose of the request, and providing proof of ownership of LeMaitre stock.

What is “householding”?

Some banks, brokers, and other nominee record holders may engage in the practice of “householding” proxy statements and annual reports. This means that only one copy of the Proxy Statement and Annual Report will be delivered to multiple stockholders sharing an address unless contrary instructions have been received. We will promptly deliver a separate copy of any of these documents to you if you write to us at LeMaitre Vascular, Inc., 32 Third Avenue, Burlington, Massachusetts 01803, Attention: Investor Relations, call us at 781-362-1260 x419, or send an email to gmanker@lemaitre.com. If you want to receive separate copies of the Proxy Statement or Annual Report in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder.

Who is paying for this proxy solicitation?

We are paying for the distribution of the proxy materials and solicitation of the proxies. As part of this process, we reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies. Our directors, officers, and employees may also solicit proxies on our behalf in person or by telephone, videoconference, email, or facsimile, but they do not receive additional compensation for providing those services. We may also utilize the assistance of third parties in connection with our proxy solicitation efforts, and we would compensate such third parties for their efforts.

Who tabulates the votes?

An automated system administered by our transfer agent, Computershare Investor Services, tabulates the votes. The vote on each matter submitted to stockholders is tabulated separately.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, which will be filed by us with the SEC within four business days following the Annual Meeting.

DIRECTORS AND EXECUTIVE OFFICERS

The following table identifies the director nominees to be elected at the Annual Meeting, our incumbent directors, and our executive officers, including the positions with us held by each such person currently and the age of each such person as of April 1, 2025.

Name	Age	Position
George W. LeMaitre(1)(2)	60	Chairman of the Board and Chief Executive Officer
David B. Roberts(1)(2)	61	President and Director
Dorian LeBlanc(1)	50	Chief Financial Officer
Trent G. Kamke(1)	54	Senior Vice President, Operations
Lawrence J. Jasinski	67	Director
John J. O’Connor	77	Director
Joseph P. Pellegrino, Jr.	60	Director
Bridget A. Ross	60	Director
John A. Roush	60	Director
Martha Shadan(2)	69	Director

(1)

Executive officer

(2)

Director nominee

Director Nominees

Class I Directors (Current terms expire at this year’s Annual Meeting)

George W. LeMaitre has served as our Chief Executive Officer and as a member of our Board of Directors since 1992, serving as our Chairman since 2004. Previously, Mr. LeMaitre was an investment banking analyst at Lehman Brothers, an associate at the leveraged buyout firm McCown De Leeuw, and a credit analyst for Connecticut National Bank. Mr. LeMaitre received a Bachelor of Arts in History from Stanford University and a Master of Business Administration from the Stanford University Graduate School of Business. The Board has concluded that Mr. LeMaitre should serve on our Board due to his extensive knowledge of our business, his role since 1992 as our principal executive officer, his corporate vision and operational knowledge, and his strategic guidance to the Board.

David B. Roberts has served as our President since 2007 and as a member of our Board of Directors since 2001. Mr. Roberts joined us in 1997 as Vice President of Business Development and was promoted to Chief Financial Officer in 2000, which position he held until 2007. Mr. Roberts worked from 1994 to 1997 at BUCA, Inc., and from 1992 to 1994 at Hancock Venture Partners. Mr. Roberts received a Bachelor of Arts in Business Economics and History from Brown University and a Master of Business Administration from the Stanford University Graduate School of Business. Mr. Roberts is a director of Lexington Medical, Inc. and of Parasole Restaurant Holdings, Inc. The Board has concluded that Mr. Roberts should serve on our Board due to his extensive knowledge of our business, his responsibility within the organization for strategic transactions, and his thorough understanding of the industry in which we operate and the opportunities and challenges that we face.

Martha Shadan has served as a member of our Board of Directors since September 2022. Ms. Shadan was the president and chief executive officer at Miach Orthopaedics, Inc. from 2019 to 2022. From 2018 to 2019, Ms. Shadan served as global vice president of marketing at Smith & Nephew plc, following its acquisition of Rotation Medical, where she was president and chief executive officer from 2013 to 2018. Prior to joining Rotation Medical, from 2011 to 2013, she was the president of the trauma division at Zimmer Biomet, and from 2007 to 2011, she served at Covidien as vice president/general manager of vascular therapies and vice president/general manager biosurgery and sports surgery. She also previously held positions at Bristol Myers Squibb Co. and Merck Millipore. Ms. Shadan has served on the board of Advanced Medical Technology Association (AdvaMed) since 2017. She is the past chair of the AdvaMed I&D initiative, AdvaMed Advance. She also serves on the board of CVRx, Inc. (Nasdaq:CVRX), a medical device company with products that address heart failure and resistant hypertension. Ms. Shadan is the chair of the board for BrilliantStrings Therapeutics, an early-stage start-up focused on healing soft tissue injuries. Ms. Shadan has a Master of Business Administration from Northeastern University, a Master of Science in Biology from Michigan State University, and a Bachelor of Science in Biology from the University of New Hampshire. The Board has concluded that Ms. Shadan should serve on our Board due to her decades of experience in the life sciences industry as a business leader in a variety of both large and start-up organizations, and her strength in commercialization and regulatory approvals.

Continuing Directors

Class II Directors (Current terms expire at our 2026 annual meeting)

Bridget A. Ross has served as a member of our Board of Directors since April 2020. Ms. Ross serves as chief executive officer and board director of ChroniSense Medical, an early-stage medical device company focused on transforming chronic care with Polso CONNECT™, a remote patient monitoring solution. Ms. Ross serves as advisor to Breathe Biomedical (formerly Picomole), a medical technology company focused on developing breath tests for breast and other cancers. She is the leader of the Innovation Investing Council at The Committee of 200 (C200.org), an association driven to advance women in business leadership. Ms. Ross has served as a mentor for the Canadian Technology Accelerator and MassMEDIC’s IGNITE Accelerator program and serves as a member of the Board of Advisors for CentrX, a leading experiential learning firm. From 2017 to 2018, Ms. Ross was president of the Global Medical Group and member of the executive management team at Henry Schein, Inc., an international medical and dental product distributor/solutions provider. From 1988 to 2017, she held numerous senior leadership roles at Johnson & Johnson where she was responsible for the commercial success of a variety of businesses and for bringing a number of innovations to market. Most recently she served as vice president of commercial operations for medical devices, J&J North America. She holds a Bachelor of Commerce degree from the University of Alberta. The Board has concluded that Ms. Ross should serve on our Board due to her strong executive management skills, knowledge of the medical device industry, and the breadth of her functional, geographic, and therapeutic experience gained during her 30+ year career.

John A. Roush has served as a member of our Board of Directors since 2014. Mr. Roush serves as chief executive officer and a member of the board of directors of Pine Environmental LLC, a privately held company, which provides equipment and services to the environmental testing industry. He also serves as a board director and member of the compensation committee and nominating & corporate governance committee for Advanced Energy Industries, Inc. (Nasdaq:AEIS). Mr. Roush also serves as a board director for Targan, a privately held company that is developing vaccine delivery technology for animal health markets. From 2018 to 2024, Mr. Roush served as an executive director of ACON Investments, LLC. In this capacity, he assisted that firm in making private equity investments, and he served on the boards of directors of several ACON-controlled companies. Prior to his involvement with ACON Investments, Mr. Roush served as chief executive officer and a member of the board of directors of Novanta Inc., a global supplier of precision photonic components and subsystems to original equipment manufacturers (OEMs) in the medical, industrial, scientific, and microelectronics markets, from 2010 to 2016. Prior to joining Novanta Inc., he was a corporate officer and served in several senior leadership positions for twelve years with PerkinElmer, Inc., a provider of technology and services to the diagnostics, research, environmental, safety and security, industrial, and laboratory services markets. Prior to joining PerkinElmer, Mr. Roush held management positions with Outboard Marine Corporation; AlliedSignal, Inc., now Honeywell International; McKinsey & Company Inc.; and General Electric. Mr. Roush received a Bachelor of Science in Electrical Engineering from Tufts University and a Master of Business Administration from the Harvard Business School. The Board has concluded that Mr. Roush should serve on our Board due to his experience at an executive level and his more than 20 years of experience supplying products in the medical device and life sciences industries.

Class III Directors (Current terms expire at our 2027 annual meeting)

Lawrence J. Jasinski has served as a member of our Board of Directors since 2003. Mr. Jasinski is the chief executive officer of Lifeward Inc. (formerly ReWalk Robotics Ltd.) (Nasdaq:LFWD), which has created and commercialized the first exoskeleton technology, which enables paralyzed individuals to have the ability to walk again. He has also served on the board of directors of Lifeward since 2012. From 2005 until 2012, he was president and chief executive officer of Soteira, Inc., which offered products that treated individuals with vertebral compression fractures. From 2000 to 2005, he was president and chief executive officer of Cortek, Inc., which developed next-generation treatments for degenerative disc disease. From 1985 to 2000, Mr. Jasinski worked at Boston Scientific Corporation and served as its vice president of global marketing for its vascular division from 1998 to 2000. Mr. Jasinski received a Bachelor of Science in Marketing from Providence College and a Master of Business Administration from the University of Bridgeport. Mr. Jasinski is also a member of the board of directors for Massachusetts Bay Lines, which offers commuter services and other commercial vessel services in the Boston Harbor and Islands. The Board has concluded that Mr. Jasinski should serve on our Board due to his experience serving in a variety of executive level positions, coupled with his more than 20 years of experience in the medical device industry, which provides the Board with an understanding of the current trends as well as deeper contacts in the industry. Mr. Jasinski also provides the Board with operational experience, including building and organizing an effective sales force, seeking and obtaining regulatory approvals for medical devices, and managing significant manufacturing operations.

John J. O’Connor has served as a member of our Board of Directors since 2008. Prior to his retirement in December 2006, Mr. O’Connor was a partner at PricewaterhouseCoopers LLP, an independent public accounting firm, from 1982 to December 2006, most recently serving as vice chairman of services from June 2002 to November 2006. Mr. O’Connor served as the leader of the U.S. audit practice at PricewaterhouseCoopers from September 2000 to June 2002, and served as the Managing Partner of the firm’s Boston office from 1995 to September 2000. He is a director of mTuitive, Inc., a developer of clinical data capture and synoptic reporting software for use by healthcare professionals; Health Data Analytics, Inc., a healthcare analytics company; Corvent Medical, Inc., a medical device company; and Almond Fintech, a digital payments company. He previously served on the board of Aspect Medical Systems and Abt Associates. Mr. O’Connor is a graduate of Suffolk University and has attended the Harvard Business School’s Leadership in Professional Service Firms program and the executive Master of Business Administration program at the Amos Tuck School at Dartmouth College. The Board has concluded that Mr. O’Connor should serve on our Board due to his extensive capabilities in public financial accounting, his financial expertise, his experience and knowledge of operational management and strategic planning, and his insight into the operational challenges of a public company finance department. In addition, this experience qualifies Mr. O’Connor as an “audit committee financial expert.”

Joseph P. Pellegrino, Jr. served as our Chief Financial Officer from July 2007 to March 2025 and has served as a member of our Board of Directors since October 2016. Mr. Pellegrino joined us as our Executive Vice President, Finance, in 2005. From 1997 to 2003, Mr. Pellegrino worked at Zoots, Inc., a consumer services company founded by the founders of Staples, Inc., where most recently he served as senior vice president of operations. Previously, Mr. Pellegrino built and sold a regional mall-based specialty retailing company. Mr. Pellegrino has also served as an investment banking analyst at Lehman Brothers as part of their mergers and acquisitions group. Mr. Pellegrino became a director of Precision Optics Corporation, Inc., a designer and manufacturer of advanced optical instruments for the medical, defense, and aerospace industries, in March 2025. He is also a director of Access Vascular, Inc., a medical device company focused on venous access devices. Mr. Pellegrino received a Bachelor of Arts in Economics from Harvard College and a Master of Business Administration from the Harvard Business School. The Board has concluded that Mr. Pellegrino should serve on our Board due to his extensive knowledge of our business, his prior responsibility within the organization for our finances, and his operational and financial experience gained with prior employers.

Board Skills Matrix

The following matrix provides supplemental information about certain major areas of knowledge, skill, or experience our directors may possess. While our Board considers the areas listed below as most relevant to our business, it is not a comprehensive list of all areas in which our directors possess expertise or experience valuable in their service on our Board. Additionally, the degree of knowledge, skills, or experience may vary among members.

Knowledge, Skills or Experience	Jasinski	LeMaitre	O’Connor	Pellegrino	Roberts	Ross	Roush	Shadan
Public Company Board Experience	✔	✔	✔	✔	✔	✔	✔	✔
Financial and Accounting	✔	✔	✔	✔	✔	✔	✔	✔
Risk Management	✔		✔	✔		✔	✔	✔
Regulatory	✔	✔	✔			✔	✔	✔
HR/Compensation	✔	✔	✔	✔	✔	✔	✔	✔
Executive Experience	✔	✔	✔	✔	✔	✔	✔	✔
Operations	✔	✔	✔	✔	✔	✔	✔	✔
Strategic Planning/Oversight	✔	✔	✔	✔	✔	✔	✔	✔
Medical Device Industry Experience	✔	✔	✔	✔	✔	✔	✔	✔
Mergers & Acquisitions	✔	✔	✔	✔	✔	✔	✔	✔
Global Experience	✔	✔	✔	✔	✔	✔	✔	✔
Sales & Marketing	✔	✔		✔	✔	✔	✔	✔
Research & Development	✔	✔				✔	✔	✔

Other Executive Officers

Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. In addition to Messrs. LeMaitre, Roberts, and Pelligrino, the following individual served as an executive officer for the Company in 2024:

Trent G. Kamke has served as our Senior Vice President, Operations, since 2005. Mr. Kamke joined us in 1997 as Quality Assurance Manager. From 1999 to 2005, Mr. Kamke served as our Vice President, Operations. Prior to joining us in 1997, Mr. Kamke was employed by Haemonetics Corporation, which designs, manufactures, and markets automated blood processing equipment. Mr. Kamke received a Bachelor of Arts in Physics from Colby College and a Bachelor of Engineering from the Thayer School of Engineering at Dartmouth College.

Mr. Pellegrino resigned as our Chief Financial Officer, effective as of March 7, 2025. Mr. Pellegrino was succeeded by:

Dorian LeBlanc has served as our Chief Financial Officer since March 2025. Mr. LeBlanc joined us from LumiraDx Limited (recently acquired by Roche), a next-generation point of care diagnostic company, where he most recently served as chief financial officer since November 2016, and was appointed vice president, global operations in August 2020, and subsequently appointed chief operating officer in November 2023. Prior to joining LumiraDx, Mr. LeBlanc held several positions with Alere Inc. from 2007 to 2015, including vice president of finance, infectious disease global business unit, from 2013 to 2015, and vice president, finance and business development for Asia Pacific from 2012 to 2015. From 2005 to 2007, Mr. LeBlanc served as vice president, finance, at Camden National Corporation. From 2003 to 2005, Mr. LeBlanc served as controller for Pierce, a company in the Omnicom group. Mr. LeBlanc received a Bachelor of Arts in Economics from Bowdoin College, and a Master of Science in accounting and a Master of Business Administration from Northeastern University. Mr. LeBlanc is a licensed Certified Public Accountant in the State of Maine.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as otherwise noted, the following table sets forth certain information regarding beneficial ownership of our common stock as of March 5, 2025:

•

by each person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock;

•

by each of our Named Executive Officers (“NEOs”);

•

by each of our directors or nominees; and

•

by all of our directors and executive officers as a group.

Unless otherwise indicated below, each person listed below maintains a business address in the care of LeMaitre Vascular, Inc., 63 Second Avenue, Burlington, MA 01803 and has sole voting and investment power with respect to all shares of common stock owned.

Name of Beneficial Owner	Shares Beneficially Owned(1)		Percentage of Shares Beneficially Owned
5% Stockholders
BlackRock, Inc.(2) 50 Hudson Yards New York, NY 10001		3,913,433		17.34	%

Conestoga Capital Advisors, LLC(3) 550 E. Swedesford Road, Ste 120 Wayne, PA 19807		1,825,724		8.09	%

The Vanguard Group(4) 100 Vanguard Blvd. Malvern, PA 19355		1,548,870		6.86	%

Named Executive Officers
George W. LeMaitre (5)		1,927,003		8.54	%
David B. Roberts(6)		49,196		*
Joseph P. Pellegrino, Jr.(7)		25,124		*
Trent Kamke(8)		25,528		*

Directors
Lawrence J. Jasinski(9)		8,891		*
John O’Connor(10)		71,309		*
Bridget Ross(11)		15,674		*
John A. Roush(12)		16,924		*
Martha Shadan(13)		3,930		*

All executive officers and directors as a group (9 persons)(14)		2,143,579		9.50	%

	*	Represents less than 1% of the outstanding common stock

	(1)	This table is based upon information supplied by executive officers, directors, and principal stockholders and in their filings with the U.S. Securities and Exchange Commission (“SEC”). Beneficial ownership is determined in accordance with the SEC’s rules and generally includes voting or investment power with respect to securities as well as shares of common stock subject to options that are or will become exercisable within 60 days of March 5, 2025. Applicable percentage of ownership is based upon 22,563,936 shares of common stock outstanding as of March 5, 2025. Common stock subject to stock options currently exercisable or exercisable within 60 days of March 5, 2025, are deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.

(2)

This information is based solely on information reported on a Schedule 13G/A filed on February 5, 2025, by Blackrock, Inc. (“Blackrock”). Blackrock is the parent holding company or control person of the following subsidiaries and affiliates which acquired the reported shares: BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; SpiderRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; and BlackRock Fund Managers Ltd. According to the report, Blackrock has sole voting power with respect to 3,764,756 shares and sole dispositive power with respect to 3,913,433 shares.

(3)

This information is based solely on information reported on a Schedule 13G/A filed on January 10, 2025, by Conestoga Capital Advisors, LLC (“Conestoga”). In its report, Conestoga indicates that it is an investment adviser that indirectly beneficially owns shares on behalf of accounts and through Conestoga Small Cap Fund also on behalf of accounts. Conestoga indicates in the report that it has sole voting power with respect to 1,692,833 shares, shared voting power with respect to 0 shares, and sole dispositive power with respect to 1,825,724 shares.

(4)

This information is based solely on information reported on a Schedule 13G/A filed on February 13, 2024, by The Vanguard Group (“Vanguard”). In its report, Vanguard Vanguard indicates that it is an investment adviser and that its clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares. According to the report, Vanguard has sole voting power with respect to 0 shares, shared voting power with respect to 36,692 shares, sole dispositive power with respect to 1,494,432 shares, and shared dispositive power with respect to 1,548,870 shares.

(5)

Includes 34,619 shares of common stock issuable upon the exercise of options presently exercisable or exercisable within 60 days of March 5, 2025.

(6)

Includes 34,038 shares of common stock issuable upon the exercise of options presently exercisable or exercisable within 60 days of March 5, 2025.

(7)

Includes 15,558 shares of common stock issuable upon the exercise of options presently exercisable or exercisable within 60 days of March 5, 2025.

(8)

Includes 19,964 shares of common stock issuable upon the exercise of options presently exercisable or exercisable within 60 days of March 5, 2025.

(9)

Includes 3,142 shares of common stock issuable upon the exercise of options presently exercisable or exercisable within 60 days of March 5, 2025.

(10)

Includes 14,008 shares of common stock issuable upon the exercise of options presently exercisable or exercisable within 60 days of March 5, 2025.

(11)

Represents 12,758 shares of common stock issuable upon the exercise of options presently exercisable or exercisable within 60 days of March 5, 2025.

(12)

Includes 14,008 shares of common stock issuable upon the exercise of options presently exercisable or exercisable within 60 days of March 5, 2025.

(13)

Includes 1,994 shares of common stock issuable upon the exercise of options presently exercisable or exercisable within 60 days of March 5, 2025.

(14)

Includes an aggregate of 150,089 shares of common stock issuable upon the exercise by our executive officers and directors of options presently exercisable or exercisable within 60 days of March 5, 2025.

CORPORATE GOVERNANCE

GENERAL INFORMATION REGARDING OUR BOARD OF DIRECTORS

AND CERTAIN COMPLIANCE MATTERS

Board Leadership Structure

Our Board of Directors is currently chaired by our Chief Executive Officer, Mr. LeMaitre. The Board believes that combining the positions of Chief Executive Officer and Chairman helps to ensure that the Board and management act with a common purpose and provides a single, clear chain of command to execute our strategic initiatives and business plans. In addition, the Board believes that a combined Chief Executive Officer/Chairman is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information. The Board also believes that it is advantageous to have a Chairman with an extensive history with, and knowledge of, the Company, as is the case with our Chief Executive Officer who has served as our principal executive officer since 1992. Having determined that the leadership structure described above is appropriate and effective for our Company, the Board does not have a lead independent director.

Policies on Corporate Governance

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our stockholders well, and maintaining our integrity in the marketplace. We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers, and employees. Our Board of Directors has adopted Corporate Governance Guidelines, which, in conjunction with our Charter, Amended and Restated By-Laws (the “By-Laws”), Board committee charters, and key Board policies, form the framework for our governance. The current version of the Code of Business Conduct and Ethics, the Board’s Corporate Governance Guidelines, and the charters for each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are available at https://ir.lemaitre.com/corporate- governance/highlights. A copy of the Code of Business Conduct and Ethics may also be obtained, free of charge, from us upon a request directed to: LeMaitre Vascular, Inc., 63 Second Avenue, Burlington, Massachusetts 01803, Attention: Investor Relations. We intend to disclose any amendment to or waiver of a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions, by posting such information on our investor relations website available at http://ir.lemaitre.com. Our website is not incorporated into this Proxy Statement.

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of our risk management process. The Board administers this oversight function directly through the Board as a whole, as well as through the Board’s standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing areas of material risk to the Company, including financial, strategic, operational, cybersecurity, environmental, social and governance (ESG), and legal and regulatory, and makes a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures, including liquidity, credit and currency risk, and the steps our management has taken to monitor and control these exposures, as well as oversight of our cybersecurity risk management and related corporate governance and incident disclosures. Our Nominating and Corporate Governance Committee monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct, as well as overseeing the Company’s ESG programs and related policies and practices. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Both the Board as a whole and the various standing committees receive periodic reports from management, as well as incidental reports if matters arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible.

Insider Trading Policies and Procedures

Our Insider Trading Procedures prohibit “insiders” from engaging in transactions in any type of security of the Company while in possession of material nonpublic information relating to the Company. We believe our Insider Trading Procedures are designed to be promote compliance with insider trading laws, rules, and regulations, and applicable listing standards. “Insiders” include our directors, officers, and other employees and consultants who in the ordinary course of the performance of their duties have access to material, nonpublic information regarding the Company. Insiders are also prohibited from disclosing material, nonpublic information about the Company to others who may trade based on that information. The Insider Trading Procedures also prohibit Company insiders from engaging in any hedging transactions in the Company’s securities. Hedging or monetization transactions are typically accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds, all of which our insiders are precluded from using or trading in. Insiders are permitted to enter into trading plans that are intended to comply with the requirements of our Insider Trading Procedures and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including with respect to cooling off periods.

Clawback Policy

The Company adopted a Compensation Recovery Policy (“Clawback Policy”) that complies with the final clawback rules adopted by the SEC under Rule 10D-1 and the Nasdaq listing standards. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from the following executive officers of the Company if the Company is required to prepare a financial restatement: the president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the Company (the “Covered Officers”). Under the Clawback Policy, the Board may recoup from the Covered Officers erroneously awarded incentive compensation received on or after October 2, 2023, and within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

Director Independence

Under Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the Board of Directors. The Board consults with our counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management, and our independent auditors, the Board has affirmatively determined that the following five directors are independent directors within the meaning of the applicable Nasdaq listing standards: Lawrence J. Jasinski, John J. O’Connor, Bridget A. Ross, John A. Roush, and Martha Shadan. In making independence determinations, the Board found that none of these directors had a material or other disqualifying relationship with us.

Director Resignation Policy

The Board has adopted a Director Resignation Policy, which provides that any nominee for director in an uncontested election who does not receive a majority of the votes cast (i.e., receives a greater number of votes “WITHHELD” from his or her election than votes “FOR”) shall submit his or her offer of resignation for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to the offer of resignation. The Board will then act on the Nominating and Corporate Governance Committee’s recommendation. Promptly following the Board’s decision, the Company will disclose that decision and an explanation of the decision publicly.

At our 2024 Annual Meeting of Stockholders, held on June 3, 2024, Larry Jasinski was a nominee for election to our Board of Directors. He received fewer votes “FOR” his election than “WITHHELD” votes. Mr. Jasinski consequently tendered his resignation to the Nominating and Corporate Governance Committee in accordance with our Director Resignation Policy. Our Board met on June 3, 2024, and rejected Mr. Jasinski’s resignation after considering the recommendation of our Nominating and Corporate Governance Committee to retain Mr. Jasinski and the contributions of Mr. Jasinski to our Board. The Board believed that the outcome of the vote related principally to stockholder displeasure with our Board’s lack of racial and ethnic diversity, as opposed to Mr. Jasinski’s performance as a director. In considering Mr. Jasinski’s offer of resignation, the Board was mindful that Mr. Jasinski was not responsible for the lack of diversity on our Board. Board composition is a matter for the whole Board, not a single director. Moreover, Mr. Jasinski’s extensive operational, manufacturing, and commercialization experience, combined with his knowledge of our business, are unique on our Board and critical to its overall capabilities and expertise. Our Board took note that Mr. Jasinski has served since 2003 as a dedicated director and made valuable contributions to our Board over his tenure. His robust technical skillset and decades of executive leadership experience in medical devices have contributed to our deliberations and served stockholder interests well.

Nominations for Directors

Director Qualifications

The Nominating and Corporate Governance Committee is responsible for reviewing with the Board of Directors from time to time the appropriate and desired qualities, skills, and characteristics of members of the Board of Directors in the context of the needs of the business and current make-up of the Board of Directors. This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all directors:

•

nominees must have experience at a strategic or policy-making level in a business, government, non-profit, or academic organization of high standing;

•

nominees must be highly accomplished in their respective fields, with superior credentials and recognition;

•

nominees must be well regarded in the community and have a long-standing reputation for the highest ethical and moral standards;

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nominees must have sufficient time and availability to devote to our affairs, particularly in light of the number of boards on which they may serve; and

•

nominees must, to the extent that they serve or have previously served on other boards of directors, demonstrate a history of actively contributing at board meetings.

Our Board of Directors seeks members who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer us and our stockholders diversity of opinion and insight in the areas most important to us and our corporate mission. In addition, nominees for director are selected to have complementary, rather than overlapping, skill sets. All candidates for director nominee must have time available to devote to the activities of the Board of Directors. The Nominating and Corporate Governance Committee also considers the independence of candidates for director nominee, including the appearance of any conflict in serving as a director. Candidates for director who do not meet all of these criteria may still be considered for nomination to the Board of Directors if the Nominating and Corporate Governance Committee believes that the candidate will make an exceptional contribution to our business and our stockholders.

Process for Identifying and Evaluating Director Nominees

Our Board of Directors is responsible for identifying suitable candidates for nomination to the Board of Directors and assessing their qualifications. Our Board of Directors delegates the nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board of Directors, and management, will be requested to take part in the process.

Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, with non-management directors, through the use of paid search firms to assist with the sourcing of candidates or other advisors, through the recommendations submitted by stockholders, or through such other methods as it deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the Nominating and Corporate Governance Committee deems to be helpful in the evaluation process. The Nominating and Corporate Governance Committee then usually considers the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board of Directors. In conducting this assessment, the Nominating and Corporate Governance Committee considers experience, skills, diversity, independence, and such other factors as it deems appropriate given the current needs of our Board and our Company, to ensure our Board has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge, and corporate governance. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board of Directors. The Nominating and Corporate Governance Committee also recommends candidates to the Board of Directors for appointment to the committees of the Board of Directors.

Procedures for Recommendation of Director Nominees by Stockholders

The Nominating and Corporate Governance Committee will consider director nominee candidates who are recommended by our stockholders. The Nominating and Corporate Governance Committee does not intend to alter the way it evaluates candidates, including the minimum criteria set forth above, based on whether the candidate was recommended by a stockholder. In submitting recommendations to the Nominating and Corporate Governance Committee for director nominee candidates, stockholders must follow the following procedures:

Recommendations for nomination must be received by the Nominating and Corporate Governance Committee not less than 120 calendar days prior to the first anniversary of the date the proxy statement was released to stockholders in connection with the preceding year’s annual meeting of stockholders. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.

All recommendations for nomination must be in writing and include the following:

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name and address of the stockholder making the recommendation, as they appear on our books and records;

•

a representation that the stockholder is a record holder of our securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act;

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name, age, business and residential addresses, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the individual recommended for consideration as a director nominee;

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a written statement from the stockholder making the recommendation stating why such recommended candidate meets our minimum qualifications and other criteria and would be able to fulfill the duties of a director;

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a written statement describing all arrangements or understandings between the stockholder and the proposed director candidate; and

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all other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including the recommended candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if approved by the Board of Directors and elected.

Nominations must be sent to the attention of our Corporate Secretary by U.S. mail (including courier or expedited delivery service) to:

LeMaitre Vascular, Inc.

63 Second Avenue

Burlington, Massachusetts 01803

Attn: Corporate Secretary

Our Corporate Secretary will promptly forward any such nominations to the Nominating and Corporate Governance Committee. Once the Nominating and Corporate Governance Committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements above, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to the Board of Directors.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Meetings and Attendance

Our Board of Directors meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring Board approval. It also holds special meetings from time to time when Board action is required between scheduled meetings. Members of senior management periodically attend Board meetings to report on and discuss their areas of responsibility. In 2024, the Board of Directors held seven meetings and acted by written consent four times. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served during the last fiscal year.

Our Corporate Governance Guidelines provide that each director is expected to spend the time and effort to properly fulfill his or her responsibilities, including regularly attending meetings of the Board and committees on which he or she sits, with the understanding that on occasion a director may be unable to attend a meeting. A director who is unable to attend a meeting is expected to notify the Chairman of the Board or the chairperson of the appropriate committee in advance of such meeting. Directors and nominees are encouraged to attend the annual meeting of stockholders in person or telephonically. Six of our directors then in office attended our 2024 annual meeting of stockholders.

Executive Sessions of Independent Directors

The Board of Directors typically holds an executive session of the independent directors at least once per year. Executive sessions do not include any of our employee directors. The independent directors rotate the responsibility for chairing executive sessions.

Communication with the Board of Directors

Stockholders may communicate with all members of our Board of Directors, the chairperson of any Board committee, or any individual director by directing the communication in writing in care of our Corporate Secretary at the address set forth on the front page of this Proxy Statement. All communications will be received and processed by our Corporate Secretary, and the stockholder making such communications will receive a written acknowledgement from our Corporate Secretary of the receipt of the communication.

Communications are distributed to the Chairman of the Board, as a representative of the Board of Directors, or to any individual director, depending upon to whom the communication is addressed. In that regard, the Board of Directors has requested that certain communications unrelated to the duties and responsibilities of the Board of Directors should be excluded, such as product complaints, inquiries, and suggestions; other ordinary business affairs suited to our management; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal, or similarly unsuitable will be excluded.

Committees of the Board of Directors

Our By-Laws provide that the Board may delegate responsibility to committees. During 2024, the Board had three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The membership of each of these three committees is composed entirely of independent directors. In addition, all members of the Audit Committee meet the heightened standards of “independence” for audit committee members required by SEC rules and Nasdaq listing standards. The Board has also determined that each member of the Audit Committee is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.

The table below shows the membership of each Board committee in 2024.

Name	Audit	Compensation	Nominating and Corporate Governance
Lawrence J. Jasinski	X	Chair	X
John J. O’Connor	Chair
Bridget A. Ross			Chair
John A. Roush	X	X
Martha Shadan		X

Audit Committee

The Audit Committee of the Board of Directors was established by the Board to oversee our corporate accounting and financial reporting processes and audits of our financial statements. The Audit Committee currently consists of Messrs. Jasinski, O’Connor, and Roush. Mr. O’Connor serves as chairman of the Audit Committee. The Board reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2)(A)(i) and (ii) of the Nasdaq listing standards). The Board has also determined that each member of the Audit Committee is financially sophisticated and is able to read and understand consolidated financial statements and that Mr. O’Connor is an “audit committee financial expert” as defined in SEC rules. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. O’Connor’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. O’Connor any duties, obligations, or liabilities that are greater than those generally imposed on him as a member of the Audit Committee and the Board of Directors, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations, or liabilities of any other member of the Audit Committee or the Board of Directors.

As described more fully in its charter, the Audit Committee oversees our accounting and financial reporting processes, internal controls, and audit functions. In fulfilling its role, the Audit Committee’s responsibilities include:

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appointing, evaluating, and where appropriate, replacing our independent registered public accounting firm;

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pre-approving all auditing services and permissible non-audit services provided to us by our independent registered public accounting firm;

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reviewing with our independent registered public accounting firm and with management the proposed scope of the annual audit, past audit experience, our program for the internal examination and verification of our accounting records, and the results of recently completed internal examinations;

●

resolving disagreements between management and our independent registered public accounting firm regarding financial reporting;

●

reviewing major issues as to the adequacy of our internal controls;

●

monitoring compliance with our Code of Business Conduct and Ethics as it pertains to issues regarding accounting, internal controls, or auditing matters; and

●

preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement.

The Audit Committee met four times and took action by unanimous written consent one time during the year ended December 31, 2024. The Audit Committee operates under a written charter adopted by the Board of Directors, a current copy of which is available at https://ir.lemaitre.com/corporate-governance/highlights.

Compensation Committee

The Compensation Committee currently consists of Messrs. Jasinski and Roush and Ms. Shadan. Mr. Jasinski serves as the chairman of the Compensation Committee. All members of our Compensation Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards).

The Compensation Committee’s responsibilities include:

●

administering our annual incentive and equity-based incentive plans;

●

reviewing and making recommendations to the Board of Directors with respect to incentive compensation and equity-based plans;

●

reviewing and determining compensation of executive officers and certain members of senior management;

●

reviewing and making recommendations to the Board of Directors with respect to non-employee director compensation; and

●

discussing with management the Compensation Discussion and Analysis and, as appropriate, recommending its inclusion in our Annual Report on Form 10-K and Proxy Statement.

The Compensation Committee met six times and took action by unanimous written consent nineteen times during the year ended December 31, 2024. The agenda for each Compensation Committee meeting and the proposals for each written consent are usually developed by our Chief Executive Officer in consultation with the Chair of the Compensation Committee. Our Chief Executive Officer attends most meetings, but does not participate in, and is not present during, any deliberations of the Compensation Committee regarding his compensation or individual performance objectives. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in Compensation Committee meetings. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities, and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting, or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

The Compensation Committee typically determines the annual base cash compensation and short-term incentive cash targets for executive officers in the quarter preceding the start of a new fiscal year. The Compensation Committee determines short-term cash incentive payout amounts for a completed fiscal year in the first quarter of the next fiscal year. Generally, the Compensation Committee’s process for determining the annual base cash compensation and short-term incentive cash targets for executive officers comprises two related elements: the determination of compensation levels and the establishment of performance objectives. In undertaking this process, the Compensation Committee considers the degree to which each executive officer’s entire compensation package should be variable and based on either personal performance or Company performance. The Compensation Committee solicits and relies significantly on evaluations and recommendations submitted to the Committee by our Chief Executive Officer, who provides substantial input on the compensation of the other executive officers and his direct reports. In the case of our Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation. For all executive officers, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, total compensation that may become payable to executive officers in various hypothetical scenarios, executive stock ownership information, Company stock performance data, analyses of historical executive compensation levels, current Company-wide compensation levels, in-house compensation studies, and recommendations of a compensation consultant, if engaged at the time, including analyses of executive compensation paid at other companies identified by the consultant. Management conducted an in-house compensation study for the Compensation Committee in the second quarter of 2024. The Compensation Committee relied significantly on this study in its most recent determination of annual base cash compensation and short-term incentive cash targets for executive officers.

The Compensation Committee has historically conducted an assessment in the first quarter following completion of the fiscal year and the completion of our internal financial close process to review financial and operational results against performance objectives in order to determine and, if and as appropriate, award short-term cash incentive compensation relating to the prior fiscal year. Our Chief Executive Officer submits detailed recommendations to the Compensation Committee, which then typically acts by written consent to award the short-term incentive compensation payouts. If preliminary financial results are materially modified during the audit process, our Named Executive Officers may be required to repay any overpayments.

The Compensation Committee typically considers and determines annual equity awards in the fourth quarter of our fiscal year. The Compensation Committee typically makes annual equity grants to our executive officers based upon, among other factors, the level of the executive officer in our organization, the amount of equity remaining for grant under our equity incentive plan, and any contractual agreements with the executive officer. These equity grants typically vest in equal annual installments over a period of four or five years, subject to continued employment.

Additionally, the Compensation Committee considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy, and new trends, plans, or approaches to compensation, at various meetings throughout the year. The Compensation Committee may also adjust performance targets based upon strategic transactions occurring during the course of the fiscal year and other interim changes in our operating strategy. The Compensation Committee also uses these meetings to administer our short-term cash incentive program, which may involve the periodic and discretionary determination of quarterly incentive goals for certain executive officers other than our Chief Executive Officer. Executive officers who achieve quarterly performance goals will typically receive their corresponding short-term incentive awards following the quarter in which the goal was achieved.

The Compensation Committee is authorized to review and make recommendations regarding our non-employee director cash and equity compensation programs, and related matters, for consideration by our Board of Directors, and considers such matters periodically.

The Compensation Committee operates under a written charter adopted by the Board of Directors, a current copy of which is available at https://ir.lemaitre.com/corporate-governance/highlights.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee in 2024 were Messrs. Jasinski and Roush and Ms. Shadan. No member of the Compensation Committee is an officer or employee of the Company, and none of our executive officers serve as a director or member of a compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee currently consists of Mr. Jasinski and Ms. Ross. Ms. Ross serves as chairwoman of the Nominating and Corporate Governance Committee. All members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The Nominating and Corporate Governance Committee’s responsibilities include:

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SEC Form DEF 14A filed by LeMaitre Vascular Inc.