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Nominees for Election as Directors

~~The~~

Our Board and ~~its Nominating and Corporate Governance~~the ESG Committee ~~(the “Nominating Committee”)~~ believe that each of the following nominees possesses the experience and qualifications that directors of the Company should possess, as described in detail below, and that the experience and qualifications of each nominee ~~compliments~~complement the experience and qualifications of the other ~~nominees.~~ directors of the Company.

The experience and qualifications of each nominee, including information regarding the specific experience, qualifications, attributes and skills that led the Board and the ~~Nominating~~ESG Committee to conclude that heshe or ~~she~~he should be nominated to serve as a director of the Company, ~~at the present time,~~ in light of ~~the Company’s~~our business and structure, are set forth below:


LAURA S. KAISER Independent Director Nominee Age: 61 New Nominee Other Public Boards: None Education: B.S. (health sciences management), University of Missouri; M.B.A., Saint Louis University; Masters of Health Administration, Saint Louis University Term Expires: New Nominee			MICHAEL R. MCDONNELL Independent Director Nominee Age: 58 New Nominee Other Public Boards: None Education: B.S. (accounting), Georgetown University Term Expires: New Nominee

Career Highlights ● President and Chief Executive Officer of SSM Health, an integrated multi-state health system with more than 40,000 employees and 23 hospitals, 2017 to present ● Vice Chairperson and Chairperson-Elect of Catholic Health Association of the United States, representing more than 600 hospitals and 1,600 long-term care and other health facilities in all 50 states ● Member of Healthcare Leadership Council, a coalition of chief executives from a broad range of disciplines within American healthcare ● Served on the Board of Directors for Nuance Communications, a multinational computer technology company acquired by Microsoft Corp. ● Previously served as the Chief Operating Officer of Intermountain Healthcare, an integrated multi-state health system with 24 hospitals ● Named one of the “100 Most Influential People in Healthcare” by Modern Healthcare for the past four years Qualifications of Particular Relevance to Merit Ms. Kaiser is a seasoned executive with more than 35 years of experience in the healthcare industry. The Board believes her senior leadership experience in healthcare and her consistent delivery of operational results, strategic expertise, market growth and innovative partnerships with organizations such as Stanford University, United Health Group/Optum and Costco, will enable her to provide valuable industry and organizational perspective to the Board and the Company’s management team. The Board also believes Ms. Kaiser’s deep industry experience will allow her to provide insight regarding merger and acquisition opportunities and transactions, regulatory initiatives and compliance, and governmental policies.			Career Highlights ● Executive Vice President and Chief Financial Officer of Biogen Inc, a multinational Nasdaq-listed company engaged in discovering, developing, and delivering therapies for people living with serious neurological diseases as well as related therapeutic adjacencies, 2020 to present ● Executive Vice President and Chief Financial Officer of IQVIA Holdings Inc. (formerly Quintiles), a global provider of advanced analytics, technology solutions and contract research services to the life sciences industry, December 2015 until July 2020 ● Executive Vice President and Chief Financial Officer of Intelsat, a global provider of satellite services, November 2008 to December 2015 ● Executive Vice President and Chief Financial Officer of MCG Capital Corporation, a publicly-held commercial finance company, September 2004 to October 2008 ● Partner of PricewaterhouseCoopers, LLP, 2001 to 2005, other positions, PricewaterhouseCoopers, LLP, 1992-2001 ● Director of Catalyst Health Solutions, Inc., a publicly held pharmacy benefits management company, 2005 until 2012 ● Certified public accountant Qualifications of Particular Relevance to Merit Mr. McDonnell is a financial executive with more than 20 years of experience providing financial and accounting advice and oversight to life science and technology companies. The Board believes Mr. McDonnell’s depth of understanding of financial management, accounting principles and practices, capital markets and financing transactions will strengthen the Board’s oversight of the Company’s finance and accounting policies, procedures and practices. The Board also believes Mr. McDonnell’s industry experience will enable him to contribute to the Board’s evaluation and oversight of merger and acquisition and capital funding transactions, as well as the Company’s investor relations and shareholder outreach efforts.

6 ~~Richard W. Edelman~~|, 75, has been a director of the Company since 1988, and has served as the Lead Independent Director of the Board since 2014. Mr. Edelman has been principally engaged in the management of private investments since February 2013. From April 2011 through February 2013, Mr. Edelman was engaged as an independent representative of SWS Financial Services, Inc., a registered investment advisor and registered broker-dealer. From 2000 through April of 2011, Mr. Edelman was a Managing Director and Senior Vice President of SMH Capital Inc., an investment banking firm (“SMH”). From 2000 to 2006, he was the Managing Director and Manager of SMH's Dallas branch. From 1998 to 2000, he was a Senior Vice President and Branch Manager of Southwest Securities, Inc., a stock brokerage firm headquartered in Dallas, Texas. From 1996 to 1998, he was a Vice President of Rodman & Renshaw, Inc., a stock brokerage firm. From 1987 to 1996, he was employed by Southwest Securities, Inc. as a Senior Vice President and securities analyst. Prior to joining Southwest Securities, Inc., Mr. Edelman was a securities analyst and Vice President for Schneider, Bernet and Hickman, a Dallas, Texas securities firm. Mr. Edelman obtained a master’s degree in business administration from Columbia University in 1966. Mr. Edelman serves as a director, in part, because of the depth of his financial training, experience and his analytical acumen. Mr. Edelman possesses a keen ability to review and understand financial information, both with respect to the Company and with respect to potential business partners and acquisition candidates. His financial training and experience have been extremely valuable to the Board in his service on the Audit Committee and his qualification as an audit committee financial expert. As the Lead Independent Director, Mr. Edelman has demonstrated his ability to ask difficult questions and encourage the Company's implementation of strong financial practices. Understand. Innovate. Deliver.^TM

~~Michael E. Stillabower, M.D.~~, 72, has been a director of the Company since 1996. Dr. Stillabower has been a physician in private practice in Wilmington, Delaware since 1980. In 1999, Dr. Stillabower was appointed Director, Cardiovascular Clinical Trials, of Christiana Care Health Systems. From 1988 to 1999, he was Chief of Cardiology at the Medical Center of Delaware, where he had held a number of appointments including Director, Coronary Care Unit, from 1984 to 1988. In May 1995 he was appointed Clinical Associate Professor of Medicine, Jefferson Medical College in Philadelphia, Pennsylvania, where he obtained his M.D. degree in 1976. He is an elected Fellow of the American College of Cardiology and a member of other professional associations and is actively engaged in cardiology research, instruction and publication of related papers and abstracts. Dr. Stillabower's service reflects the Board’s recognition of his expertise in the medical profession, his valuable role in developing and evaluating existing and proposed Company products and his understanding of the medical community and the markets for the Company's products. Dr. Stillabower contributes more than 30 years of specialized training and experience in cardiology and related fields to the Board, and has actively participated in the development and commercialization of many of the Company's products. He has used the Company's products in cardiac procedures, and provides valuable insights from a practitioner's viewpoint. Dr. Stillabower is an independent director.

~~F. Ann Millner, Ed.D.~~, 64, has been a director of the Company since July 2015. Since 2013 Dr. Millner has served as Regents Professor in Health Administrative Services at Weber State University. Dr. Millner also serves as a member of the Utah State Senate, where she chairs the Senate Education Committee and serves on the Economic Development and Workforce Services,

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F. ANN MILLNER, Ed.D. Lead Independent Director Age: 70 Director Since: July 2015 Committees: ESG (Chair), Compensation Other Public Boards: None Education: B.S. (education), University of Tennessee; M.S. (allied health education and management), Southwest Texas State University; Ed.D (education administration), Brigham Young University; Completed medical technology program, Vanderbilt University Term Expires: 2022			THOMAS J. GUNDERSON Independent Director Age: 71 Director Since: May 2017 Committees: Finance (Chair), Audit Other Public Boards: TransMedics Group, Inc. Education: B.A. (biology focus), Carleton College; M.S. (cell biology), University of Minnesota; M.B.A., University of St. Thomas Term Expires: 2022

Career Highlights ● Regents Professor and Professor of Health Administrative Services at Weber State University, 2013 to present ● Member of the Utah State Senate (member of multiple committees and subcommittees), 2015 to present ● Member of Utah Governor's Task Force on Educational Excellence, 2015 to present ● Member of Board of Trustees of Intermountain Healthcare (integrated multi-state health system), 2005 to present (serving as Vice Chair, 2017 to present) ● President of Weber State University, 2002 to 2012 (first female president of a Utah state university) ● Vice President of University Relations at Weber State University, 1993 to 2002 ● Associate Dean of Continuing Education and Assistant Vice President of Community Partnerships at Weber State University, 1985 to 1993 Qualifications of Particular Relevance to Merit The Board believes Dr. Millner's qualifications to serve as a director of the Company include her executive leadership skills and her experience in the areas of organizational administration, operations and financial management, and business strategy. Those skills and experience have been particularly valuable to the Company in the course of Dr. Millner’s service as Lead Independent Director and Chair of our ESG Committee. During her service, Dr. Millner has played a significant role in the development of our corporate governance practices and engagement with our shareholders.			Career Highlights ● Member of the Board of Directors of TransMedics Group, Inc., a medical technology company focused on developing organ transplant therapy for end-stage organ failure patients, 2019 to present ● Member of the Board of Directors of the Minneapolis Heart Institute Foundation, 2011 to present (Chair from 2015 to 2020) ● Executive in Residence at the University of Minnesota’s Medical Industry Leadership Institute, 2016 to present ● Member of American Heart Association Science and Technology Accelerator Committee, 2015 to 2017 ● Managing Director and senior research analyst at Piper Jaffray (focus on medical technology companies), 1992 to 2016 ● Project Director at American Medical Systems (private medical device company acquired by Pfizer in 1983), 1979 to 1992 ● Recognized by several industry publications, including the Wall Street Journal, Institutional Investor, First Call, Thomson Reuters, and Medical Device and Diagnostic Industry (e.g., in 1996 and 2000, he was named an All-Star Analyst for medical stocks by the Wall Street Journal and in 2014, Thomson-Reuters named him “Top Stock Picker” in the medical technology sector) Qualifications of Particular Relevance to Merit Mr. Gunderson provides the Board with more than 25 years of substantive experience in the medical device industry, with a seasoned perspective on the challenges, trends and opportunities of publicly-traded medical device manufacturers, as well as a keen understanding of the Company’s competitive position within its industry. Mr. Gunderson also contributes a strong background in financial and economic analysis and valuable insights regarding business development and acquisition opportunities. Mr. Gunderson’s financial background and industry experience have been beneficial in his service as the Chair of the Finance Committee of the Board (Finance Committee).

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Higher Education Appropriations and Business, Economic Development and Labor Committees. Dr. Millner serves on the Utah Governor's Task Force on Educational Excellence and the Utah Lieutenant Governor's Commission on Service and Volunteerism. Dr. Millner serves on the board of trustees and executive committee of Intermountain Health Care. From 2002 to 2012, Dr. Millner served as the President of Weber State University and was the first woman president of a state university in Utah's history. From 1993 to 2002, Dr. Millner served as the Vice President of University Relations at Weber State University. From 1985 to 1993, Dr. Millner served as an Associate Dean of Continuing Education and the Assistant Vice President of Community Partnerships at Weber State University. Dr. Millner received a doctorate degree in education administration from Brigham Young University and a master's degree in allied health education and management from Southwest Texas State University. Additionally, she completed a post-baccalaureate program in medical technology at Vanderbilt University and received a bachelor's degree in education from the University of Tennessee. The Board believes Dr. Millner's qualifications to serve as a director of the Company include her executive leadership skills and her experience in the areas of operations and financial management, and business strategy. Dr. Millner serves on the Board's Nominating and Corporate Governance Committee.

~~The Board recommends that shareholders vote FOR each of the foregoing nominees to serve as a director of the Company.~~

Directors Whose Terms of Office Continue

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

The Board believes that its current members have the right combination of experience and qualifications ~~of each continuing director of~~to continue to lead the Company ~~including information~~to success. Information regarding the specific experience, qualifications, attributes and skills that led the Board and ~~its Nominating and Corporate Governance~~the ESG Committee to conclude that ~~he or she~~each continuing director should serve ~~as a director of~~on the ~~Company at the present time, in light of the Company’s business and structure,~~Board are set forth below:


FRED P. LAMPROPOULOS Chair, President, Chief Executive Officer Age: 72 Director Since: July 1987 Committees: Operating Other Public Boards: None Term Expires: 2024			A. SCOTT ANDERSON Independent Director Age: 75 Director Since:November 2011 Committees: Compensation (Chair), ESG Other Public Boards: None Education: B.A. (philosophy, economics), Columbia University; M.S. (economics, international studies), Johns Hopkins University Term Expires: 2024

Career Highlights ● Chair of the Board, Chief Executive Officer (CEO) and President of the Company since its formation in 1987 ● Chair of the Board and President of Utah Medical Products, Inc. (medical device manufacturer), 1983 to 1987 ● Filed more than 300 domestic and international patents and applications on medical devices ● Serves on multiple community and advisory boards ● Recipient of numerous community and industry awards, including the 2019 Salt Lake Chamber of Commerce “Giant in our City” and 2003 and 2018 Utah Governor’s Medal for Science and Technology Qualifications of Particular Relevance to Merit The Board believes the Company benefits immensely from Mr. Lampropoulos’ experience as founder, President and CEO. He plays an essential role in communicating the expectations, advice, concerns and encouragement of the Board to our employees. Mr. Lampropoulos has a deep knowledge and understanding of the Company, as well as the industry and markets in which our products compete. Mr. Lampropoulos also performs an essential function as the Chair of the Board, providing decisive leadership and direction to the activities and deliberations of the Board. The Board also believes Mr. Lampropoulos’ leadership, drive and determination are significant factors in our growth and development and continue to be tremendous assets to the Company and its shareholders.			Career Highlights ● President and CEO of Zions First National Bank (145-year old commercial bank based in the Intermountain West U.S.), 1990 to present ● Chair of the American Bankers Association, 2021 to present ● Member of Board of Trustees of Intermountain Healthcare (integrated multi-state healthcare system), 2005 to present (Chair, 2012 to 2018) ● Director of the Federal Reserve Bank of San Francisco (Salt Lake City Branch), 2003 to 2008 Qualifications of Particular Relevance to Merit Mr. Anderson contributes to the Board’s deliberations more than 40 years of experience in the banking and financial services industries. The Board believes Mr. Anderson provides insight regarding national and international financial and credit markets, as well as lending practices, which are valuable as we continue to implement our growth strategy. Mr. Anderson also contributes extensive business and corporate governance experience to the strategic planning and operational discussions of the Board. Mr. Anderson’s business and corporate governance experience have been instrumental in the deliberations of the Compensation Committee, which he chairs, the refinement of our executive compensation practices and the enhancement of our human resource and talent development efforts.

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LYNNE N. WARD Independent Director Age: 63 Director Since: August 2019 Committees: Audit (Chair), Finance; ESG Other Public Boards: None Education: B.S. University of Utah (Accounting) Term Expires: 2024			REAR ADMIRAL (RET.) STEPHEN C. EVANS Independent Director Age: 57 Director Since: June 2021 Committees: Audit, Compensation Other Public Boards: Alarm.com Holdings, Inc. Education: M.A., U.S. Naval War College (National Security Affairs); B.A., The Citadel Term Expires: 2024

Career Highlights ● Executive Director of my529 (formerly known as the Utah Educational Savings Plan), offering municipal fund securities, 2004 to 2019. Underlying investments were with Vanguard, Dimensional, PIMCO, Sallie Mae Bank and U.S. Bank. ● Member of the University of Utah’s Investment Advisory Committee, 2018 to present ● Member of the Board of Directors of the Blue Healthcare Bank, 2007 to 2009 ● Member of the Board of Directors of Stampin’ Up!, 2010 to 2016 ● Director of the National Association of Corporate Directors (Utah Chapter), 2017 to present ● Walker Institute at Weber State University board of directors, 2012 to present ● Senior leader and advisor to Utah governors Olene S. Walker and Michael O. Leavitt ● Senior leader for Utah state government’s central accounting office and Utah State Auditor’s Office ● Certified public accountant Qualifications of Particular Relevance to Merit Ms. Ward demonstrated her diverse skills by creating and leading my529’s rapid growth of $950 million to $14 billion assets under management. The Board believes her high standards, strategic foresight and business development fueled the growth. Her cost management, and investment and marketing innovations of a highly regulated product led to year-over-year Gold ratings from Morningstar. The Board believes Ms. Ward has strong career experiences, including financial oversight capabilities and leadership of a rapidly growing organization. The Board believes her contributions will strengthen the Company’s strategic direction while encouraging operational excellence. The Board also recognizes the valuable perspective and significant service Ms. Ward provides to the Company as Chair of the Audit Committee.			Career Highlights ● Served in the United States Navy, most recently as Special Advisor to the Commander, Naval Operations, before retiring in 2020. During more than 20 years of service in the United States Navy, Admiral Evans held a variety of leadership positions, including Senior Advisor, Deputy U.S. Military, NATO Military Committee; Commander, George H. W. Bush Carrier Strike Group; and Commander, Naval Service Training Command ● Served on diplomatic missions in over 64 countries, delivering results in international diplomacy and military relations to establish enduring, productive global partnerships Commanded U.S. naval forces in six operational theaters ● Served in a senior strategic advisory role to the 75th Secretary of the Navy ● Represented the U.S. in deliberations and actions of NATO, providing counsel to Heads of State in Europe and around the world Qualifications of Particular Relevance to Merit Admiral Evans possesses extensive experience in handling complex, international relationships. His prior leadership experiences, particularly within the last two decades, involved extensive cybersecurity oversight, and he has broad experience in anticipating and identifying cyber risks and digital vulnerabilities. Admiral Evans’ cybersecurity experience is of particular importance to the Company as we seek to secure our information technology and build secure and effective information systems and to assess and mitigate potential cybersecurity risk. Admiral Evans has extensive insight on geo-political matters, and the Board believes that together with his experience in handling global partnerships, he can provide valuable counsel to the Company as it seeks to expand its operations and sales efforts across the globe.

www.merit.com ~~Kent W. Stanger~~|~~, 61, is currently engaged in real estate development and private investment management. From 1987 until November 2016, Mr. Stanger served as the Chief Financial Officer, Secretary and Treasurer~~ 9

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LONNY J. CARPENTER Independent Director Age: 60 Director Since: June 2020 Committees: Operating (Chair), Compensation, Finance Other Public Boards: Novanta Inc. Education: B.S., United States Military Academy at West Point Term Expires: 2023			DAVID K. FLOYD Independent Director Age: 61 Director Since: June 2020 Committees: ESG, Operating Other Public Boards: None Education: B.S., Grace College Term Expires: 2023

Career Highlights ● Member of the Board of Directors (Lead Independent Director) of Novanta Inc., a manufacturer of precision photonic and motion control components and subsystems, 2018 to present ● Member of the Board of Directors of Orchid Orthopedics Solutions (a privately-owned orthopedic medical device outsourcing company), 2019 to present ● Member of the Board of Directors of The Boler Company, (a privately-owned auto part manufacturing company), 2019 to present ● Group President, Global Quality and Business Operations of Stryker Corporation (Stryker), 2016 to 2019 ● Group President, Global Quality and Operations of Stryker, 2011 to 2016 ● President, Instruments and Medical Division of Stryker, 2006 to 2008 ● Captain in the U.S. Army and helicopter pilot having served in leadership roles for the 101st Airborne Division Qualifications of Particular Relevance to Merit The Board believes Mr. Carpenter’s broad business background and experience in setting enterprise-wide direction, experience in quality, manufacturing, procurement and logistics strategies from his tenure at Stryker provide the Board with practical, real-world knowledge and guidance and have strengthened the Company’s efficiency and cost-reduction initiatives. Mr. Carpenter’s business background and experience have been particularly beneficial to the Company in the course of his leadership of the Operating Committee and the development of our Foundations for Growth program.			Career Highlights ● Chair, Corin Group LTD, a privately-held medical device manufacturer, July 2020 to present ● Member of the Board of Directors of Health Outcomes Performance Company (a privately-owned company focused on transforming the patient care experience and improving the practice of medicine), April 2020 to present ● Advisor to Bain & Company (a private global management consulting services firm), 2019 to present. ● Group President, Orthopaedics, Stryker, 2012 to 2019 ● U.S. President and Worldwide President of Johnson & Johnson’s DePuy Orthopaedics, 2007 to 2011 Qualifications of Particular Relevance to Merit Mr. Floyd possesses more than 30 years of experience as a leader in the life sciences industry, including serving as president and CEO within several leading medical technology organizations. Additionally, the Board believes Mr. Floyd’s nearly 20 years of general management experience provides the Board with expertise on a broad range of matters, including mergers and acquisitions, global business and operations, corporate governance and product commercialization. The Board believes Mr. Floyd’s industry and management experience have been particularly beneficial through his service on the Operating Committee and his guidance in the Company’s development of its Foundations for Growth program.

10 | Understand. Innovate. Deliver.^TM

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JAMES T. HOGAN Independent Director Age: 65 Director Since: June 2020 Committees: Audit, Compensation, Operating Other Public Boards: Prolung, Inc. Education: B.A., University of Minnesota; MBA, University of Minnesota Term Expires: 2023

Career Highlights ● Member of the Board of Directors of Prolung, Inc., a medical technology company specializing in predictive analytics technology, 2019 to present ● Member of the Board of Directors of Xenocor, Inc. (a privately-owned medical device company), 2019 to present ● President of Latin America at Medtronic Inc., now Medtronic plc, 2007 to 2016 ● Director of Gastroenterology and Urology Division for Western Europe at Medtronic Inc., 2005 to 2007 ● Director of Sales and Marketing for Europe, the Middle East and Africa at Pfizer Inc.’s American Medical Systems Division, 1991 to 1993 Qualifications of Particular Relevance to Merit The Board believes Mr. Hogan’s extensive experience in sales, marketing and medical support activities in a large medical device company, combined with his international experience, having lived and worked in England, Switzerland, France, Israel and Holland provide significant benefits to the Company. Additionally, the Board believes Mr. Hogan’s background in medical device start-ups, having started three medical device companies in the cardiology, urology and vascular fields, all of which were purchased by larger medical device companies, provides the Board with knowledge and experience with branding, innovating and dealing with ongoing challenges facing the medical device industry. Mr. Hogan has also provided valuable insight and guidance to the Board through his service on the Operating Committee and his contributions to the oversight of the development and implementation of the Foundations for Growth program.

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Director Whose Term of Office Does Not Continue

Ms. Anderson was ~~the controller~~not nominated for Utah Medical Products, Inc., a medical device manufacturer, from 1985 to August 1987. Prior to 1985, he was the corporate controller for Laser Corporation, American Laser and Modulaire Industries, Inc., and was a practicing certified public accountant from 1979 through 1982 with Hansen, Barnett and Maxwell, a Utah accounting firm. Mr. Stanger received a bachelor’s degree in accounting from Weber State University in 1978. Mr. Stanger serves as a member of the board of directors and executive committee of the Utah Taxpayers Association. Mr. Stanger was a founder of the Company and, through more than 25 years of service as the principal financial manager of the Company, developed a broad understanding of the Company’s business and operations, as well as the industry and markets in which the Company competes. The Board values Mr. Stanger’s accounting and financial management skills, and benefits greatly from his extensive knowledge of the Company’s history, achievements and strategic objectives. Mr. Stanger’s term as a director expires in 2017.

~~Nolan E. Karras,~~ 71, has been a director of the Company since November 2011. Mr. Karras has been engaged as the Chairman and Chief Executive Officer of The Karras Company, Inc., an investment advisory firm, since 1997 and is a certified public accountant. In 2015, Mr. Karras was appointed the Chairman of the Utah Governor's Education Excellence Commission. In 2013, Mr. Karras was appointed a member of the Board of Trustees of Weber State University where he serves as the chair of the Audit Committee. From 2009 to 2014, Mr. Karras served as a member of the Community Board of Directors of the University of Utah Hospitals and Clinics where he served as the Chairman of the Finance Committee. Mr. Karras also serves as a member of the board of directors of Western Hay Company, Inc., an agricultural products company located in Ogden, Utah, where he also served as chief executive officer from 1995 to 2012. Mr. Karras previously served from 1996 to 2009 on the board of directors of Beneficial Life Insurance Company, a privately-held life insurance company headquartered in Salt Lake City, Utah, where he was chair of the finance committee and a member of the executive committee. In 2013, Mr. Karras completed a 12-year term as a member of the Utah State Board of Regents, where he served as board chairman from 2002 to 2006. Mr. Karras previously servedre-election as a director, and ~~member~~her term of service will expire upon the ~~audit and compensation committees~~election her successor at the Annual Meeting.


JILL D. ANDERSON Director Age: 62 Director Since: January 2019 Committees: Finance, Operating Other Public Boards: None Education: B.A. (finance), Temple University; M.B.A., Temple University Term Expires: 2022

Career Highlights ● Non-Executive Director of OncoRes Medical Ltd. Pty (a privately-owned company engaged in developing intraoperative imaging technology to provide surgeons with real-time assessment of tissue microstructure), 2019 to present ● Fellow, National Association Corporate Directors ● President, Chief Executive Officer and Director of Cianna Medical, Inc. (Cianna Medical) from January 2008 until the Company’s acquisition of Cianna Medical in November 2018 ● President of BioLucent, Inc. from May 2001 to September 2007 ● Previously served on the Board of Directors for Mammoplan LLC, and Solis Women’s Health Service to Merit Ms. Anderson is a healthcare executive with more than 20 years of experience leading the innovation, development and commercialization of medical devices. During her time on the Board, she brought innovative thinking and creative problem solving to addressing complex business problems in the search for growth opportunities. Ms. Anderson is skilled in building executive-level teams, commercializing breakthrough technologies, strategic planning, market strategy, company and product branding, marketing and communications. Her entrepreneurial nature and commitment to patient care have contributed to the development and successful exit of two venture-backed medical device companies and the organization and operation of several for-profit and not-for-profit comprehensive cancer centers.

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Our Board of Directors

Our business affairs are managed subject to the boards of directors of PacifiCorp, a public utility operating in the northwestern United States, and Scottish Power, a multinational energy company. Mr. Karras has held several positions in public service, including service in the Utah House of Representatives for ten years where he served as Speaker of the House and House Majority Leader. Mr. Karras received a bachelor’s degree from Weber State University and a master’s degree in business administration from the University of Utah. Mr. Karras’ experience and skills qualify him to work constructively with the Company’s management and directors, especially in connection with the Company’s pursuit of growth and expansion opportunities. The Board believes Mr. Karras’ financial acumen and experience in corporate governance are valuable to its deliberations and strategic planning and in his service as Chairman of the Audit Committee. Mr. Karras also has a keen awareness of the social, political and economic environment in which the Company operates. Mr. Karras is an independent director. Mr. Karras’ term as a director expires in 2017.

~~Fred P. Lampropoulos, 66, has been Chairman~~oversight of the Board, ~~Chief Executive Officer~~which represents and ~~President~~is accountable to the shareholders of the ~~Company since its formation in July 1987. From 1983 to June 1987, Mr. Lampropoulos was Chairman~~Company. The Board advises and oversees management, which is responsible for the day-to-day operations of the Company. The primary mission of the Board is to represent and ~~President~~protect the interests of ~~Utah~~

~~Medical Products, Inc.,~~our shareholders. As a ~~medical device manufacturer. He holds more than 100 patents on diagnostic and therapeutic devices. He serves on several community and advisory boards and has been~~result, the recipient of numerous awards, including the 2003 Utah Governor’s Medal for Science and Technology. The Board believes the Company benefits immensely from Mr. Lampropoulos’ experience as founder, Chief Executive Officer and President of the Company. He plays a critical role in communicating the expectations, advice, concerns and encouragement of the Board to the Company’s employees. Mr. Lampropoulos has a deep knowledge and understanding of the Company, as well as the industry and markets in which the Company’s products compete. Mr. Lampropoulos also performs a critical function as the Chairman of the Board, providing decisive leadership and direction to the activities and deliberations of the Board. The Board also believes Mr. Lampropoulos’ leadership, drive and determination are significant factors in the Company’s growth and development, and continue to be tremendous assets to the Company and its shareholders. Mr. Lampropoulos’ term as a director expires in 2018.

~~Franklin J. Miller, M.D.~~, 75, has been a director of the Company since 2005, and served as a consultant to the Company, assisting in product testing and development, from 1997 through March 2005. Dr. Miller retired as a Professor of Radiology and Surgery from the University of Utah, Department of Radiology, in 2005, where he was the Director of Interventional Radiology from 1976 through 2001. In January 2002, Dr. Miller was appointed as Clinical Professor of Radiology at the University of California, San Diego, where he began the Hereditary Hemorrhagic Telangiectasia Clinic, one of only eight such clinics in the United States. He retired from the University of California in 2011. He was designated Emeritus Professor of the University of Utah in 2010. Dr. Miller has served on advisory boards to several medical device companies and has been on the editorial and review boards for numerous medical journals. He is a graduate of Temple University Medical School, and served his resident and fellowship physician training at Johns Hopkins Hospital. Dr. Miller contributes a valuable set of skills, training and experience to the Board’s deliberations. During his service as a director, Dr. Miller has provided critical advice regarding the Company’s product development strategy, and plays a significant role in the Company’s evaluation of acquisition and other growth opportunities. Based, in part, on his extensive medical training and his experience with various medical devices, Dr. Miller provides the Board valuable insight regarding the needs and preferences of the medical professionals who use and purchase the Company’s products. Dr. Miller is an independent director. His term as a director expires in 2018.

~~A. Scott Anderson,~~ 69, has been a director of the Company since November 2011. Mr. Anderson is the President and Chief Executive Officer of Zions First National Bank, a commercial bank located in the intermountain United States. Mr. Anderson also serves on the Board of Directors of Intermountain Healthcare, an integrated healthcare system located in Utah and Idaho. From 2003 to 2008, Mr. Anderson served as a Director of the Federal Reserve Bank of San Francisco (Salt Lake City Branch). He received a bachelor’s degree in philosophy and economics from Columbia University and a master’s degree in economics and international studies from Johns Hopkins University. Mr. Anderson contributes to the Board’s deliberations more than 40 years of experience in the banking and financial services industries, and serves as the president of one of the largest financial institutions in the intermountain United States. The Board believes Mr. Anderson provides tremendous insight regarding national and international financial and credit markets, as well as lending practices, which are extremely valuable as the Company continues to implement its growth strategy. Mr. Anderson also contributes extensive business and corporate governance experience to the strategic planning and operational discussions of the Board. Mr. Anderson is an independent director. His term as a director expires in 2018.

~~CORPORATE GOVERNANCE~~

~~Corporate Governance Guidelines~~

~~The Board adopted Corporate Governance Guidelines (the "Governance Guidelines") on February 12, 2015. The Governance Guidelines can be accessed at the Company’s website,~~ ~~www.merit.com.~~ ~~The Governance Guidelines set forth the responsibilities of the Company's directors. The~~ basic responsibility of ~~the Company’s~~our directors is to act in good faith and with due care so as to exercise their business judgment on an informed basis in what they reasonably and honestly believe to be in the best interests of the Company and its shareholders. The ~~business affairs of the Company are managed subject to the oversight of the Board, which represents and is accountable to the shareholders of the Company. The~~ Board reviews and assesses ~~the Company's~~our strategic, competitive and financial performance.

Board Structure

Chair of the Board

The ~~Chairman~~Chair of the Board provides leadership to the Board and works with it to define its structure, agenda and activities in order to fulfill its responsibilities. The ~~Chairman~~Chair works with senior management to help ensure that matters for which management is responsible are appropriately reported to the Board. ~~The Lead Independent Director serves as liaison between the Chairman and the independent directors.~~

~~Committees of the Board~~

The Board has standing Audit, Compensation, and Nominating and Corporate Governance Committees. The Company believes each of the directors serving on the Audit, Compensation, and Nominating and Corporate Governance Committees is an

independent director for purposes of the Marketplace Rules of The Nasdaq Global Select Market, on which the Common Stock is currently quoted, and that each of the directors serving on the Compensation Committee is an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and a “non-employee director” for purposes of Rule 16b.3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the year ended December 31, 2015, the Board held 14 meetings. No director attended fewer than 75% of the total number of meetings of the Board and of any committee on which he or she served.

~~Audit Committee.~~ The Audit Committee meets to review and discuss the Company’s accounting practices and procedures and quarterly and annual financial statements with the Company’s management and independent public accountants. The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the Company’s accounting, auditing and reporting practices. The Audit Committee’s primary duties include reviewing the scope and adequacy of the Company’s internal accounting and financial controls; reviewing the independence of the Company’s independent registered public accounting firm; approving the scope and results of the audit activities of the Company’s independent registered public accounting firm; approving the fees of the Company’s independent registered public accounting firm; approving any non-audit related services rendered by the Company’s independent registered public accounting firm; reviewing the Company’s compliance and enterprise risk management programs; reviewing the objectivity and effectiveness of the Company’s internal audit function; reviewing and monitoring calls received through the Company’s whistleblower hotline and reviewing the Company’s financial reporting activities and the accounting standards and principles followed. Deloitte

Fred P. Lampropoulos currently serves as the ~~Company’s independent registered public accounting firm.~~

~~The current members~~Chair of the ~~Audit Committee are Nolan E. Karras (Chairman), Richard W. Edelman~~Board, CEO and ~~Franklin J. Miller, each of whom is an “independent director” for purposes~~President of the ~~Marketplace Rules of The Nasdaq Global Select Market.~~Company. The Board and ESG Committee believe that the traditional practice of combining the roles of chair of the board and chief executive officer currently provides the preferred form of leadership for the Company. Given Mr. Lampropoulos’ vast experience since founding the Company in 1987, his role as an inventor and his involvement in filing of more than 300 patents and pending applications, the respect which he has ~~determined~~earned from our employees, business partners and shareholders, and his proven leadership skills, the Board believes Mr. Lampropoulos’ continued service in both capacities serves the best interests of our shareholders. Further, the Board believes Mr. Lampropoulos’ fulfillment of both responsibilities encourages accountability and effective decision-making and provides strong leadership for employees and other stakeholders.

Independent Directors

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

In 2021, the ESG Committee undertook its annual review of director and nominee independence and recommended that the Board determine that Mr. ~~Edelman~~Anderson, Mr. Carpenter, Mr. Floyd, Mr. Gunderson, Mr. Hogan, Dr. Millner, Ms. Ward and Admiral Evans each be designated as an independent director. Mr. Lampropoulos is not considered independent because of his employment as President and CEO of the Company. Ms. Anderson may not be considered to be independent because of her service as the CEO and an employee and director of Cianna Medical, which we acquired in November 2018.

Based upon the information provided by Ms. Kaiser and Mr. ~~Karras are audit committee financial experts,~~McDonnell, the ESG Committee and the Board believe that Ms. Kaiser and Mr. McDonnell meet the director independence guidelines set forth in the Nasdaq Marketplace Rules.

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Lead Independent Director

Since July 2021, F. Ann Millner has served as ~~defined~~the Lead Independent Director. The position of Lead Independent Director comes with clearly delineated and comprehensive duties, as set out in ~~Item 407(d)~~our Governance Guidelines. These duties include:


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

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

Composition and Selection of ~~Regulation SK under the Exchange Act.~~ Board Members

The ~~Board has adopted a written charter for the Audit Committee, a copy of which is available on the Company’s Internet website, www.merit.com. The Audit Committee met six times during 2015.~~

~~Compensation Committee.~~ ~~The Compensation~~ESG Committee is responsible for ~~overseeing,~~ reviewing annually with the Board the desired skills and ~~approving executive compensation and benefit programs~~characteristics of directors, as well as the composition of the ~~Company. The current members of the Compensation Committee are A. Scott Anderson (Chairman), Franklin J. Miller M.D. and Michael E. Stillabower M.D.~~

~~The~~ Board ~~has adopted a written Compensation Committee Charter, a copy of which is available on the Company’s Internet website,~~ ~~www.merit.com~~. Additional information regarding the functions, procedures and authority of the Compensation Committee is provided in the Compensation Discussion and Analysis beginning on page 10 below. The Compensation Committee Report appears on page 17 below. The Compensation Committee met twice during 2015; however, the members of the Compensation Committee met informally and discussed compensation issues affecting the Company at other times throughout the year as well.

~~Nominating Committee.~~ The Nominating and Corporate Governance Committee (the “Nominating Committee”) is responsible for nomination of the Company’s directors and oversight of the Company’s corporate governance activities. The Nominating Committee selects, evaluates and recommends to the full Board qualified candidates for election to the Board. The members of the Nominating Committee are Michael E. Stillabower, M.D. (Chairman), A. Scott Anderson and F. Ann Millner, Ed.D. The Nominating Committee met once during 2015. The Board has adopted a written charter for the Nominating Committee, a copy of which is available on the Company’s Internet website, ~~www.merit.com~~.

~~Nomination Process~~

The policy of the Nominating Committee is to consider properly-submitted shareholder recommendations for candidates to serve as directors of the Company. In evaluating those recommendations, the Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria described below. Any shareholder wishing to recommend a candidate for consideration by the Nominating Committee should submit a recommendation in writing indicating the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as a ~~director. This information~~whole. Directors should be ~~addressed~~individuals who have succeeded in their particular field and who demonstrate integrity, reliability, knowledge of corporate affairs, and an ability to ~~Brian G. Lloyd, Chief Legal Officer and Corporate Secretary of the Company, at 1600 West Merit Parkway, South Jordan, Utah 84095.~~work well together. Directors should have:

●	demonstrated management ability at senior levels in successful organizations;

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

●	expertise in the medical device industry, medical profession or related areas of training; or

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

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

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However, the ESG Committee considers it important that the Board be composed of directors with a broad range of experience, ~~ability to work constructively with the Company’s management~~areas of expertise and ~~directors, capacity to evaluate strategy~~skills and ~~reach sound conclusions, availability of time and awareness of the social, political and economic environment.~~considers several factors, including a candidate’s:

●

age;

●

skills;

●	integrity and moral responsibility;

●	policy-making experience;

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

●	diversity;

●	capacity to evaluate strategy and reach sound conclusions;

●	availability of time to devote to the Board; and

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

The ~~Nominating~~ESG Committee ~~utilizes~~uses a variety of methods for identifying and evaluating director nominees. The ~~Nominating~~ESG Committee assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the ~~Nominating~~ESG Committee considers various potential candidates for director. Candidates may come to the attention of the ~~Nominating~~ESG Committee through various means, including recommendations from current directors, third-party search firms, shareholders or other individuals. ~~Candidates are evaluated~~In 2021, the ESG Committee engaged a third-party search firm to identify director candidates based on criteria provided by the ~~Nominating~~ESG Committee. The third-party search firm provided a list of candidates that met the desired criteria, and the ESG Committee, as well as other directors, selected and ~~may be considered at any point during~~interviewed a number of candidates. From this process, the ~~year. All director-nominee recommendations which are properly submitted to~~ESG Committee recommended the ~~Nominating Committee are considered~~nomination of Mr. McDonnell for consideration by the ~~Nominating Committee prior to~~entire Board. The Board meet with Mr. McDonnell and reviewed additional information gathered from external parties, following which the ~~issuance of the proxy statement for the next annual meeting of shareholders. Any materials provided to the Company by a shareholder in connection with~~Board accepted the recommendation of ~~a director candidate are forwarded to~~ the ~~Nominating~~ESG Committee ~~which considers~~and nominated Mr. McDonnell for election at the ~~recommended candidate in light~~Annual Meeting. Contemporaneously with its consideration of the ~~director qualifications discussed above. To date,~~nomination of Mr. McDonnell, the ~~Nominating~~ESG Committee ~~has not engaged~~identified and interviewed a ~~professional search firm to assist in identifying~~number of other director candidates for ~~service on~~nomination, without engaging a third-party to identify those candidates. From that process, the ESG Committee recommended the nomination of Ms. Kaiser for consideration by the entire Board. The Board met with Ms. Kaiser and reviewed additional information gathered from third parties, following which the Board accepted the recommendation of the ESG Committee and nominated Ms. Kaiser for election at the Annual Meeting.

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Experience and Skills

The table below summarizes some of the relevant experience, qualifications and demographic information of our directors and nominees identified by the ESG Committee. The biographies above describe each director’s or nominee’s background in more detail.

Experience and Skills Matrix


	A. Scott Anderson	Lonny J. Carpenter	Stephen C. Evans	David K. Floyd	Thomas J. Gunderson	James T. Hogan	Laura S. Kaiser	Fred P. Lampropoulos	Michael R. McDonnell	F. Ann Millner, ED.D.	Lynne N. Ward
Board Tenure	11	2	1	2	5	2	-	35	-	7	3
Age	75	60	57	61	71	65	61	72	58	70	63
Experience
CEO or board leadership – complex organizational performance and oversight	●	●	●	●		●	●	●		●	●
Medical device industry – marketing, sales, operations, distribution, R&D		●		●		●	●	●	●
Manufacturing – regulated industry experience		●		●				●
International business		●	●	●		●		●
Management or corporate board service	●	●		●	●	●	●	●	●	●	●
Skills and Expertise
Strategy and strategic planning	●	●	●	●		●	●	●	●	●	●
Sales and marketing	●	●		●	●	●		●
Corporate financial literacy	●				●				●		●
Accounting and audit									●		●
Capital markets and financing transactions	●				●			●	●
Technology, IT systems and cybersecurity			●								●
Mergers and acquisitions		●		●				●	●
Talent management	●	●	●	●		●	●	●	●	●	●
Corporate environmental, social and governance	●			●			●			●
Investor and stakeholder relations					●			●	●

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Board Diversity

~~In identifying nominees, the Nominating Committee does not have a formal policy regarding the consideration of gender, race, sexual preference, religion~~

The Company is committed to diversity and ~~other traits typically associated with the term “diversity.” As described in “Nomination Process” above, however, the Nominating Committee considers~~inclusion, and believes it is important that the Board beis composed of ~~directors~~individuals representing the diversity of our communities. The ESG Committee seeks director nominees with a ~~diverse range~~broad diversity of experience, ~~areas of expertise~~professions, skills and ~~skills.~~

~~Board Leadership Structure~~backgrounds.

The table below reports self-identified gender and ~~Role in Risk Oversight~~

~~Mr. Fred P. Lampropoulos currently serves as the Chairman of~~demographic statistics for the Board, as constituted prior to the Annual Meeting and ~~Chief Executive Officer~~prior to (i) the prospective election of Ms. Kaiser and Mr. McDonnell, and (ii) the ~~Company.~~ prospective departure of Ms. Anderson, in the format required by the Nasdaq Marketplace Rules.

Board Diversity Matrix

(as of April 7, 2022)


Board Size
Total Number of Directors	10
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	6	-	1
Part II: Demographic Background
African American/Black	-	1	-	-
Alaskan Native or Native American	-	-	-	-
Asian	1	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	2	5	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Did not Disclose Demographic Background	2

Shareholder Recommendations

The ESG Committee considers properly submitted director-nominee recommendations from shareholders prior to the issuance of the proxy statement for the next annual meeting of shareholders. Materials provided by a shareholder in connection with such a recommendation are forwarded to the ESG Committee. In evaluating those recommendations, the ESG Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria described above.

Any shareholder wishing to recommend a candidate for consideration by the ESG Committee should submit a recommendation in writing indicating the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as a director.

We want to hear from you

Interested shareholders should send recommendations to:

Merit Medical Systems, Inc.

Attn: Brian G. Lloyd,
Corporate Secretary

1600 West Merit Parkway

South Jordan, Utah 84095

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Board and ~~the Nominating~~ Committee ~~believe that the traditional practice~~Meetings and Responsibilities

In 2021, the Board met 21 times. Directors are expected to attend regular Board meetings, Board committee meetings and annual shareholder meetings. The independent directors met in executive session nine times during 2021.

As further described below, the Board has a standing Audit Committee, Compensation Committee, ESG Committee, Finance Committee and Operating Committee. The Company believes each of the directors serving on the Audit, Compensation, and ESG Committees is an “independent director” for purposes of the Nasdaq Marketplace Rules and that each of the directors serving on the Compensation Committee is a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (Exchange Act).

≥75%

All directors attended at least 75% of the total number of meetings of the Board and of any committee on which he or she served.



Audit Committee
Members	Primary Responsibilities	# of Meetings in 2021
Lynne N. Ward (Chair) Stephen C. Evans Thomas J. Gunderson James T. Hogan The Board has determined that Ms. Ward and Mr. Gunderson are audit committee financial experts, as defined in Item 407(d) of Regulation S-K under the Exchange Act.	The Audit Committee meets to review and discuss our accounting practices and procedures and quarterly and annual financial statements with our management and independent public accountants. The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and reporting practices. The Audit Committee’s primary duties include: ● reviewing the scope and adequacy of internal accounting and financial controls; ● reviewing the independence of our independent registered public accounting firm; ● approving the scope and results of the audit activities of our independent accountants; ● approving fees of, and non-audit related services by, our independent accountants; ● in coordination with the Operating Committee, reviewing our risk management program with respect to financial and accounting practices, information technology and cybersecurity; ● reviewing the objectivity and effectiveness of our internal audit function; ● reviewing our financial reporting activities and the accounting standards and principles followed; and ● reviewing and approving related person transactions.	12



Compensation and Talent Development Committee
Members	Primary Responsibilities	# of Meetings in 2021
A. Scott Anderson (Chair) Lonny J. Carpenter Stephen C. Evans James T. Hogan F. Ann Millner, Ed. D.	The Compensation Committee is responsible for overseeing, reviewing and approving executive compensation and benefit programs of the Company, as well as the Company’s talent development activities. Additional information regarding the functions, procedures and authority of the Compensation Committee is provided in the Compensation Discussion and Analysis beginning on page 40 below. The Compensation Committee Report appears on page 56 below.	6

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Environmental, Social and Governance Committee
Members	Primary Responsibilities	# of Meetings in 2021
F. Ann Millner, Ed.D. (Chair) A. Scott Anderson David K. Floyd Lynne N. Ward	The ESG Committee is responsible for oversight of the Company’s environmental and social business practices, the Company’s corporate governance practices, including the practices set forth in our Governance Guidelines and the Company’s director nomination process and procedures, and matters impacting the Company’s image and reputation and its standing as a responsible corporate citizen. As discussed earlier, the ESG Committee selects, evaluates and recommends to the full Board qualified candidates for election to the Board. The ESG Committee also provides oversight of our sustainable business practices.	8



Finance Committee
Members	Primary Responsibilities	# of Meetings in 2021
Thomas J. Gunderson (Chair) Jill D. Anderson Lonny J. Carpenter Lynne N. Ward	The Finance Committee assists the Board with oversight of the Company’s financial management, including oversight of the Company’s financing and capital structure objectives and plans; and the following: ● the Company’s merger and acquisition strategy; ● the Company’s investment programs and practices, including international cash management ● the Company’s strategic planning and activities; and ● the Company’s tax strategy and structure.	6



Operating Committee
Members	Primary Responsibilities	# of Meetings in 2021
Lonny J. Carpenter (Chair) Jill D. Anderson David K. Floyd James T. Hogan Fred P. Lampropoulos	The Operating Committee’s primary purpose is to work with the Company’s management to establish operating targets for the business (subject to approval of the Board). Management reports to the Operating Committee on its progress to achieve the operating targets approved by the Board. The Operating Committee played a significant role in the development of our Foundations for Growth program and continues to provide oversight of that program. The Operating Committee also provides oversight of our enterprise risk management program and coordinates oversight of particular risk areas with the standing committees to whom those areas of risk are delegated.	9

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Table of chairman of the board and chief executive officer currently provides the preferred form of leadership for the Company. Given Mr. Lampropoulos’ vast experience since founding the Company in 1987, his involvement as an inventor and holder of more than 100 patents on diagnostic and therapeutic devices, the respect which he has earned from the Company’s employees, business partners and shareholders, and his proven leadership skills, the Contents

CORPORATE GOVERNANCE AND RELATED MATTERS

Board believes the best interests of the Company’s shareholders are met by Mr. Lampropoulos’ continued service in both capacities. The Board believes Mr. Lampropoulos’ fulfillment of both responsibilities encourages clear accountability and effective decision-making, and provides strong leadership for the Company’s employees and other stakeholders.Evaluation

In 2021, the ESG Committee engaged an outside advisor to conduct a comprehensive Board evaluation to assess the effectiveness of our Board, committees and members. The process was led by the ESG Committee and facilitated by an independent third party to preserve the integrity of the process and anonymity of the feedback of the Company’s directors and senior executive officers who participated in the process. The evaluation process facilitator met individually with each director and some of the Company’s senior executive officers to obtain and compile responses to the evaluation, which included feedback from directors on other directors, for review by the ESG Committee and the Board.

The ESG Committee reviewed the evaluation results with the evaluation process facilitator and coordinated an opportunity for the facilitator to present the general conclusions developed in the course of the evaluation to the Board. The Board reviewed and discussed the conclusions presented by the facilitator and reviewed potential actions to be taken as a result of the evaluation. The Board intends to use the evaluation results to inform Board and committee composition and refreshment, including expansion and refinement of the attributes and experience criteria for Board membership and to address the evolving needs of the Company. The evaluation aims to (1) identify opportunities where our Board and its committees can improve their performance and effectiveness, (2) assess any need to evolve the composition and expertise of our Board and (3) assure that our Board and its committees are operating in accordance with our Governance Guidelines and committee charters.

Given the outstanding experience and qualifications the Company’s independent directors contribute to the deliberations and activities of the Board, the Company has implemented a number of practices designed to encourage effective corporate governance. These practices include:

~~the requirement that at least a majority of the Company’s directors meet the standards of independence applicable to the Company;~~

the selection of a Lead Independent Director, who is empowered to schedule and conduct meetings of the independent directors, communicate with the Chairman of the Board, disseminate information to the Board and raise issues with management on behalf of the independent directors when appropriate;

regular executive sessions of the Board and its committees, which are typically held in conjunction with each regularly scheduled Board and committee meeting and include individual sessions with representatives of the Company’s independent registered public accounting firm, internal auditors and legal counsel;

~~implementation of shareholder voting procedures requiring a majority of the Company's directors to elect directors of the Company.~~

Risk Management

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

~~When the~~

The Board ~~determines to delegate any~~has delegated risk management oversight responsibilities ~~typically such delegation is made~~to the Operating Committee. However, oversight of particular risks has been further delegated to the applicable standing committee(s) of the Board. The Audit Committee is ~~generally~~ responsible for oversight of risks ~~such as~~

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

Director Orientation and Continuing Education

New directors participate in an orientation program developed and overseen by our ESG Committee, which is conducted prior to or shortly after the director’s election or appointment. This orientation program includes presentations by other directors and members of the Company’s senior management with respect to finance, operations, governance, legal and compliance matters, regulatory issues, cybersecurity, industry developments

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~~Executive Sessions~~

and strategic planning. In recent years, our ESG Committee has led an enhancement of ~~Independent Directors~~

our director orientation program, including scheduled orientation sessions with members of the Company’s senior management and delivery of detailed orientation materials. In addition to the initial onboarding process, members of the Company’s senior management regularly provide ongoing orientation and training sessions at Board meetings, including presentations regarding business strategy, legal and regulatory compliance, information technology and cybersecurity, business development and governance. The information technology and cybersecurity training provided to the Board is an extension of the Company’s cybersecurity awareness program provided by the Company’s information technology department to Company employees worldwide. The Company’s ~~independent~~cybersecurity awareness program includes regular training courses which are available throughout the Company and periodic updates targeted to individual departments, sites or regions as appropriate. The Company also encourages directors ~~meet~~to obtain third-party continuing education on topics of relevance to the Company and its operations and provides to directors reimbursement of up to $5,000 of annual educational expenses.

Shareholder Engagement

We regularly communicate with many of our largest shareholders regarding our operations and financial results. During the years leading up to 2021, we expanded our shareholder communication efforts in an attempt to develop a better understanding of the corporate governance and executive ~~session regularly,~~compensation perspectives and practices which are important to our shareholders. Our shareholder engagement efforts are directed by Ann Millner, Ed.D., our Lead Independent Director and Chair of our ESG Committee, and A. Scott Anderson, Chair of our Compensation Committee and former Lead Independent Director, and are supported by members of our executive management and investor relations teams.

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

●	Increased the number of independent directors;

●	Took steps to increase director diversity;

●	Identified experience and skills which would enhance the Board’s ability to fulfill its duties and responsibilities and pursued director nominees whom the Board believes will contribute that experience and those skills;

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

●	Refined long-term equity performance-based restricted stock program designed to increase the alignment of our executive compensation with Company performance; and

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

Our Board is committed to implementing governance, executive compensation and sustainability practices which will contribute to the long-term success of the Company. To fulfill that commitment, our Board, primarily through its ESG and Compensation Committees, will continue to seek opportunities to consult with major shareholders in appropriate situations. We anticipate Dr. Millner and Mr. Anderson will continue to lead those efforts, with the support of members of our executive management and investor relations teams.

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Shareholder Communication with the Board of Directors

The ~~independent~~Board will receive communications from Company shareholders. All communications, except those related to shareholder proposals that are discussed below under the heading “Shareholder Proposals for Annual Meeting 2023,” must be sent to our Corporate Secretary (Brian G. Lloyd) at our principal executive offices at 1600 West Merit Parkway, South Jordan, UT 84095. Communications submitted to the Board (other than communications received through our whistleblower hotline, which are reviewed and addressed by the Audit Committee) are generally reported to our directors at the next regular meeting of the Board.

All directors of the Company are strongly encouraged to attend our Annual Meeting. All ten directors, then serving on the Board or nominated to the Board, were present through video conference at our 2021 annual meeting of shareholders.

Governance Guidelines and Code of Ethics

Corporate Governance Guidelines

Our Governance Guidelines set forth the responsibilities of our directors.

The Governance Guidelines include guidelines that, among other things, contemplate that directors will maintain minimum stock ownership with a value of at least five times the annual retainer received. The Governance Guidelines also require the CEO to maintain minimum stock ownership with a value of at least five times his or her annual base salary. Directors have ~~selected~~five years from appointment to the Board to comply with the minimum stock ownership requirement. The ESG Committee provides oversight of the stock ownership guidelines and may allow waivers with respect to the stock ownership guidelines for directors and the CEO on a case-by-case basis. All current directors and nominees are within their respective five-year transition periods except our CEO, A. Scott Anderson and F. Ann Millner. Our CEO, Mr. ~~Edelman to serve as~~Anderson and Dr. Millner are presently in compliance with the ~~Lead Independent Director who presides at all executive sessions.~~minimum stock ownership guidelines.


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

Code of Business Conduct and Ethics

~~The Company has adopted a~~

Our Code of Business Conduct and Ethics ~~(the “Code~~(Code of ~~Conduct”~~Conduct)~~, which is applicable~~ applies to ~~the Company’s~~our directors and employees, including ~~the Company's principal executive officer, principal financial officer and principal accounting officer,~~our NEOs, and is supplemented by additional provisions applicable to ~~the Company’s Chief Executive Officer~~our CEO and ~~the Company’s~~ senior financial and accounting officers. ~~The Code of Conduct is posted on the Company’s Internet website,~~ ~~www.merit.com~~. All Merit directors, officers and employees ~~of the Company~~ are required to act ethically at all times and in accordance with the principles and policies set forth in the Code of Conduct.

Among other principles and policies, the Code of Conduct ~~sets forth the Company’s position that~~finds a conflict of interest exists when a person’s private interest interferes ~~in any way~~ with the interests of the Company. The Code of Conduct recognizes that a conflict of interest occurs when the Company enters into a transaction in which an employee, officer, or director, or someone related to or affiliated with an employee, officer, or director, has a significant personal interest. The Code of Conduct also recognizes that a conflict of interest arises when an employee, officer or director of the Company receives an

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improper benefit as a result of the person’s position with the Company and prohibits any form of loan or credit to directors or officers of the Company or their family members.

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

Nasdaq.

Whistleblower Hotline

As contemplated by the Code of Conduct, we maintain a whistleblower hotline that enables our employees, vendors, customers, and shareholders, as well as other interested parties, to submit confidential and anonymous reports of suspected or actual violations of the Code of Conduct or other issues of concern to those parties.

The Audit Committee regularly reviews all complaints we receive through the whistleblower hotline.

Whistleblower

Hotline

Our whistleblower hotline may be accessed:

●

by telephone at (877) 874-8416

●

online at www.merit.alertline.com

Trading Restrictions

Our directors and executive officers are subject to our Corporate Policy on Insider Trading, which is designed to facilitate compliance with insider trading laws and governs transactions in our Common Stock and related derivative securities. Any director, officer or employee in possession of Conduct, the Company has established a whistleblower hotline that enables Company employees, vendors, customers, and shareholders, as well as other interested parties, to submit confidential and anonymous reports of suspectedmaterial, nonpublic information, or ~~actual violations of the Code of Conduct. The Company’s whistleblower hotline~~who may be ~~accessed~~deemed to possess such information by ~~telephone at (877) 874-8416~~reason of his or ~~online at~~ ~~merit.alertline.com. The Audit Committee regularly reviews all complaints received by~~her positions, may not (i) trade in the ~~Company through its whistleblower hotline.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

~~Section 16(a)~~Company’s securities; (ii) share the information with others (“tipping”), or (iii) permit a member of ~~the Exchange Act requires~~his or her immediate family to trade in the Company’s securities. Our policy designates certain regular periods, from 15 days prior to the end of a calendar quarter to two full business days after the release of financial results, in which trading is prohibited for individuals in information-sensitive positions, including directors and executive officers. Our policy also prohibits executive officers and directors from (i) trading in Merit stock on a short-term basis (minimum six-month holding period); (ii) engaging in short sales of Merit stock; (iii) buying or selling put options or call options or other derivative instruments associated with Merit stock; or (iv) entering into hedging transactions associated with Merit stock. After reviewing the provisions of the policy which prohibit our directors and executive officers from maintaining margin accounts collateralized by shares of our Common Stock, the Board granted to ~~file~~our CEO a limited waiver of the application of the policy in order to provide him with a two-year period to close out a margin account he had established prior to the adoption of the policy.

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

Director Retirement Policy

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

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Sustainability

Our environment, social, and governance (ESG) priorities are more critical than ever to our success at Merit and to our relationship with the ~~Securities~~world. As a global company, we understand that the long-term health of our employees, customers, and ~~Exchange Commission (the “Commission”~~communities will benefit from our efforts to help create a healthier and more sustainable and equitable world. Merit’s sustainability strategy focuses on adding business value by assessing the risks and opportunities of our ESG aspects, as well as addressing areas where we believe we can have the greatest impact. We pursue that strategy through our Enterprise Risk/Opportunity Management Program, engaging with stakeholders, and seeking to identify the areas where we can make the greatest difference. Our sustainability objectives focus on seven key value pillars: compliance and ethics, diversity, equity and inclusion, employee health and safety, environmental sustainability, quality assurance, and philanthropy.

The following discussion summarizes our efforts to implement that strategy in 2021.

Energy & Greenhouse Gas (GHG) Emissions

Energy is a significant manufacturing input and cost within our global operations, so energy efficiency and conservation are important objectives within our business. Using energy effectively conserves resources, advances environmental performance, reduces the burning of fossil fuels, and improves air quality.

In comparison to our 2020 baseline year, we achieved a reduction in energy intensity and GHG emissions (scope 1 and 2). Our energy intensity decreased by 9% and our GHG emissions intensity decreased by 24% in 2021, as compared to 2020. The principal factors that contributed to those results were our movement to more green energy, increased energy efficiency within our operating units, increased revenues, and incremental improvement in location-based emissions factors. We measure GHG emissions by carbon dioxide equivalent (CO2e) and energy intensity by units of joules consumed to dollars of revenue earned.

3,415

14,785

0.1902

Metric tons CO₂e
Scope 1 Emissions

These emissions include stationary combustion from Company-managed and Company-operated facilities over 10,000 square feet, as well as facility vehicle usage.

metric tons CO₂e
Scope 2 Emissions

These emissions include purchased non-renewable energy at our global operation sites over 10,000 square feet.

Energy Intensity
(MJ/$KRev)

Energy includes purchased electricity and fuels consumed by Merit-managed and operated sites greater than 10,000 ft².

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Chart

Description automatically generated with medium confidence

Total Scope 1 and 2 emissions during 2021 was approximately 18,200 metric tons of CO2e. Total GHG emissions intensity was approximately 0.0169 metric tons of CO2e/$K Revenue. Our total global energy usage was approximately 204,404,000 megajoules of which 41,454,760 (20%) ~~initial reports~~came from renewable sources (wind, solar, and/or hydroelectric).

Water

We have identified water as one of our key environmental risks and opportunities. Water is a global concern; we seek to address goals and initiatives at the site level by understanding local/regional water basin activity and stress. We strive to understand the impact of water use at each of our operating facilities and to enact programs to improve water efficiency. Most of the water used at Merit sites is withdrawn from surface water, for example lakes and rivers.

243,299

m³ water used

During 2021, our total global water usage at sites greater than 10,000 square feet was approximately 243.3K cubic meters. Our 2021 water intensity was 0.2264, indexed to revenue (M3/$1K Revenue). This is a 6% reduction from our baseline water intensity of 0.2426

Water issues vary significantly by operating location. In 2021, we utilized the Water Risk Filter provided in collaboration between the World Wildlife Fund for Nature (WWF) and KFW DEG to understand basin water risk at our operating locations. We have identified three Merit manufacturing locations (Tijuana, Mexico, South Jordan, Utah, and Pearland, Texas) as water-stressed sites. The methodology disclosure for the Water Risk Filter notes: “the logic that underpins the water risk assessment is to evaluate average, recent water risk conditions, as well as some level of ~~ownership~~future risk” (waterriskfilter.org).

The following table summarizes Merit operating sites located in identified water stressed regions:



Site	Country	River Basin	Water Depletion*	Baseline Water Stress*	Available Water Remaining*	Drought Frequency Probability*
Tijuana	Mexico	Tijuana	4	5	4	4
Salt Lake City	USA	Great Salt Lake	3	2	5	4
Pearland	USA	Texas	3	3	2	3

* Assessed risk from 1 (very limited risk) to 5 (very high risk)

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2030 Operational Sustainability Goals

We have set operational environmental sustainability goals centered on combating climate change and ~~reports~~reducing our usage of water resources. Using 2020 as a baseline year, we commit to achieve the following goals by 2030:

●

of our total energy usage will come from renewable sources

●

10% or more, indexed to revenue

●

15% or more, indexed to revenue

www.merit.com/about/corporate-sustainability/.

2030 Operational Sustainability Goals

Utilizing 2020 as a baseline year, we commit that by 2030:

●

50% of our total energy usage will come from renewable sources

●

Our energy intensity will decrease by 10% or more, indexed to revenue

●

Our water intensity will decrease by 10% or more, indexed to revenue

●

Our GHG emissions will decrease by 15% or more, indexed to revenue

See our Statement on Climate Change to learn more about our position and objectives related to climate change, available at www.merit.com/about/corporate-sustainability/.

The table below captures our progress toward these goals during 2021. We adjust our baseline for changes in ~~ownership~~our portfolio, assessment methods, and boundary definitions to facilitate consistent measurement of our progress. Due to the improvement in our first year’s results from our baseline year (2020), we intend to continue to evaluate these targets for increased performance year over year.

Operational Sustainability Target Performance

(Intensity measured on a per $ of revenue basis, compared to 2020)


Operational Sustainability Target Performance	2030 Target	2021 Result
Percentage Energy from Renewable Sources	50%	15% Increase
Energy Intensity	10% Reduction	9% Reduction
GHG Emissions (Scope 1 and 2)	15% Reduction	25% Reduction
Water Intensity	10% Reduction	6% Reduction

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2021 Sustainability Highlights


	20,000+ metric tons recycled	During 2021 our global facilities recycled more than 20,000 metric tons of waste produced by our operations. We recognize additional opportunities to expand our recycling efforts and strive to increase recycling each year, as well as finding ways to reduce total waste.
	Million+ sheets of paper & plastic sleeves	Our internally designed eWORQ program is transitioning our operating lines from paper and plastic sleeves to electronic work orders. After it is fully implemented, at all our manufacturing sites, we estimate annual savings of millions of sheets of paper and thousands of plastic sleeves.
	10,000 pounds of fresh produce	During 2021, we served over 2,500 pounds of fresh produce from our gardens in Merit cafeterias and we distributed more than 5,400 pounds of fresh produce to our employees through our U-Pick program at our South Jordan facility, a program that encourages our employees to visit our Company-sponsored garden for fresh air and sunshine during their workday to pick fresh produce and participate in garden cultivation activities. Employees also participate in the garden by signing up for garden boxes to grow fresh produce for themselves and family members throughout the growing season, with the help and expertise of our knowledgeable garden staff. Each year, we donate high-quality produce to low-income senior citizen centers, and we donate lower quality produce to farm animals at a nonprofit charter school, to reduce waste. In total our 2021 growing season produced approximately 10,000 pounds of fresh produce! Green waste removed from our garden at the end of the growing season is donated to a local landfill to make compost for the next growing season.
	25.5+ metric tons reduction in employee transportation related CO₂e emissions	At our South Jordan and Galway facilities, we promote the usage of electric vehicles by providing employees with on-site, electric vehicle-charging stations. Since installation, these stations have resulted in the prevention of over 25.5 metric tons of GHG emissions. That is the equivalent of planting 677 trees and letting them grow for ten years. Our Tijuana facility implemented a mass transportation initiative to reduce emissions and encourage employee safety. We operate 13 fuel-efficient buses to transport over 1,000 employees to and from the facility each workday. These buses provide safe, efficient, and comfortable transportation for our employees in Tijuana.
	7.3 metric tons of CO₂e diverted to natural gas systems	Our "Scrape Your Plate" program at our corporate headquarters in South Jordan, Utah has resulted in several tons of food waste diverted from the local landfill to an anaerobic digestion plant. By diverting this waste, we have helped to reduce methane gas emissions that contribute to the degradation of air quality in our high-elevation mountain valley. Our food waste is processed, resulting in a natural source of methane gas that is pumped back into the natural gas system and used to heat homes and businesses. Since the launch of the program in 2019, our employees have diverted approximately 13.9 metric tons of CO2 emissions. That’s the equivalent of preventing the CO2 emission from burning 14,415 pounds of coal.

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Oversight for Sustainability

Our corporate sustainability strategy and goals are overseen by the ESG Committee, executive management, and our Corporate Sustainability Council, comprised of executives and subject-matter experts from across the company. The council meets at least quarterly and leads our efforts to integrate corporate sustainability throughout the company and encourage accountability. The council consists of the ~~Common Stock~~following members:

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2021 Sustainability Report

Our Sustainability Report for 2021 (to be released in April 2022) will provide further details about our sustainability initiatives and efforts in 2021. To learn more about our sustainability efforts, and to view Sustainability Reports for prior years, please review the information on our website at www.merit.com/about/corporate-sustainability/.

Health & Safety

The health and safety of our employees is our top priority. We promote a culture where the health and safety of our environment, employees, contractors, suppliers, partners, and customers are of utmost importance. We believe that everyone across the organization is accountable and responsible for environmental health and safety, and we train and ask every employee to actively champion the behaviors and attitudes necessary to prevent work-related injuries, illnesses, property damage, and adverse impacts to the environment. In this way, employee health and safety are an integral part of our culture and a driver for sustainable growth. Our 2021 total recordable injury rate (TRIR) was 0.8, a decrease from our 2020 TRIR of 1.1. We made a goal in 2020 to achieve ISO certification of our Occupational Health and Safety Management System at all eight of our largest manufacturing sites by the end of 2022. As of this report, we have achieved ISO 45001 certifications at six of the eight sites. These include Singapore; South Jordan, Utah; Tijuana, Mexico; Galway, Ireland; Pearland, Texas; and Richmond, Virginia.

Compliance & Ethics

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

Environmental Sustainability

As a leading global manufacturer of medical devices, we believe we have a significant role to play in contributing to a sustainable future. Our core beliefs and our goal to be the most customer-focused company in healthcare is at the heart of everything we do. We strive to provide superior safe and effective products in a sustainable manner, providing for the health of our customers and our communities. We understand that good environmental practices are beneficial to our business and to our stakeholders, both now and in the future. In 2019, we made a goal to achieve ISO 14001 certification of our Environmental Management System at all eight of our largest manufacturing sites by the end of 2021. We are proud to report that we achieved our goal. We now hold ISO 14001 certification at our sites located in South Jordan, Utah; Galway, Ireland; Tijuana, Mexico; Singapore, Pearland, Texas; Richmond, Virginia; Paris, France; and Venlo, Netherlands.

Diversity & Inclusion

We understand that a diverse workforce brings valuable global benefits to the entire organization. Advantages include greater innovation, learning, growth, and productivity. We are committed to recruiting and retaining diverse team members at all levels of the organization who can share their varied perspectives on the most complex challenges facing us as we work toward a more equitable world. Today, 30% of our directors are women, and 40% of our directors meet the Nasdaq standard for diversity. Additionally, more than 34% of our management team are women. Our global workforce comprises 56% female team members, and 51% of our team members come from diverse minority backgrounds. While we are proud of our progress, we recognize there is still room for improvement and are working on initiatives in this area.

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

Philanthropy

From the inception of our company, we set out to improve lives around the globe. More than 30 years later, this mission still drives us forward in business and social impact. Through financial contributions, employee time and dedication, and collaboration with global and local non-profit organizations, our worldwide facilities foster stronger communities and create positive change in the areas we serve.

Quality Assurance

We are committed to delivering excellence across all aspects of our business. This includes the quality of our products, the attitude of our employees, our turnaround time on shipping and deliveries, and the additional value we can bring to the healthcare system with clinician training programs. Patient care is central to our mission. Providing high-quality, innovative products that are safe and effective is our primary goal. Merit’s Quality Policy is supported by a quality management system (QMS), which is designed to deliver innovative quality products and services throughout all stages of a product’s lifecycle, including design, manufacturing, pre- and post-clinical trials, customer evaluations, and post-market surveillance. During 2021, we participated in 36 regulatory audits, 15 customer audits, and 127 internal audits. We had zero class 1 recalls and achieved a 5% reduction in our reportable rate (per 1M units sold) compared to our 2020 rate.

Continued Dedication

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

Whether it is manufacturing processes, shipping, or the day-to-day activities at the office, our employees at all levels are engaged and passionate about developing innovative solutions to produce the highest quality medical products while reducing our global environmental footprint. We are committed to continued reduction in the environmental impact of our business, even as our operations continue to grow. To learn more about our sustainability efforts, please review the information on our website at www.merit.com/about/corporate-sustainability/.

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Director Compensation

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


Schedule of Director Retainers	2020⁽¹⁾	2021⁽²⁾
Lead Independent Director	$110,000	$116,000
Other Directors	$80,000	$86,000
Audit Chair	$10,000	$20,000
Compensation Chair	$7,500	$15,000
Governance Chair	$7,500	$15,000
Finance Chair	$7,500	$15,000
Operating Chair	$7,500	$15,000

(1)	Director retainers are paid in quarterly payments, with 50% of the 2020 retainer paid in 2021.

(2)	Effective in 2021, the director retainers were adjusted as shown in the above table, with 50% of the new retainer amounts paid in 2021.

Cash Compensation Paid to Directors

During the year ended December 31, 2021, all non-employee directors of the Company (except A. Scott Anderson, F. Ann Millner, and Stephen C. Evans) received quarterly retainer payments totaling $83,000 in aggregate. Mr. Anderson and Ms. Millner, who each served as lead independent director for a portion of the year, each received quarterly retainer payments totaling $98,000 in aggregate. Mr. Evans, who joined the board in June 2021, received quarterly retainer payments totaling $43,000 in aggregate. Additionally, each of the committee chairs was paid one-half of his or her chair-specific retainer(s) (as set forth in the foregoing table) during the year December 31, 2021. Directors are also reimbursed for (a) out-of-pocket travel and related expenses incurred in attending Board and committee meetings and other ~~securities that~~Company events, and (b) up to $5,000 for annual educational expenses.

Stock Awards

Directors are ~~derivative of~~eligible to participate in our equity incentive programs. Each non-employee director who served during the ~~Common Stock. Executive officers and directors are required by Commission regulations to furnish~~year ended December 31, 2021 received 2,914 restricted stock units under the ~~Company with copies of all Section 16(a) reports they file. Based solely upon a review of the copies of those forms and written representations~~2018 Incentive Plan, which vest on June 17, 2022, one year from the ~~Company’s executive officers and directors, the Company believes that all Section 16(a) reports required~~grant date. We first began granting restricted stock units to ~~be filed by the Company’s officers and~~ directors during the year ended December 31, ~~2015~~2020. In prior years, directors were ~~filed timely.~~granted options to purchase shares of Common Stock, which vested in equal annual increments over a period of three years (for options granted in 2019) or five years (for options granted prior to 2019).

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~~Shareholder Communication~~

The following table shows compensation for each of our non-employee directors in 2021:


Name ⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards ($) ⁽²⁾	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total Compensation ($)
A. Scott Anderson	109,250	179,998	—	— -	289,248
Jill D. Anderson ⁽³⁾	83,000	179,998	—	— -	262,998
Lonny J. Carpenter	94,250	179,998	—	— -	274,248
Stephen C. Evans	43,000	179,998	—	— -	222,998
David K. Floyd	83,000	179,998	—	— -	262,998
Thomas J. Gunderson	94,250	179,998	— -	— -	274,248
James T. Hogan	83,000	179,998	—	— -	262,998
F. Ann Millner, Ed.D.	109,250	179,998	— -	— -	289,248
Lynne N. Ward	100,500	179,998	— -	— -	280,498

(1)

Fred P. Lampropoulos served as a director of the Company during 2021 but is not identified in the foregoing director summary compensation table because of his dual status as an NEO and director. Information regarding Mr. Lampropoulos’ 2021 compensation can be found under “Executive Compensation” below.

(2)

The amounts shown for stock awards reflect the aggregate grant date fair value of restricted stock units granted to the non-employee directors in 2021. We calculated these amounts in accordance with financial statement reporting rules, using the same assumptions we used for financial statement reporting purposes pursuant to our long-term incentive plans. Assumptions used in the calculation of these amounts are included in footnotes to our Annual Report. As of December 31, 2021, all current non-employee directors held 2,914 restricted stock units. As of December 31, 2021, non-employee directors held outstanding options for the following number of shares: Mr. Anderson, 61,250; Ms. Anderson, 30,976; Mr. Gunderson, 71,250; Dr. Millner, 76,250; and Ms. Ward, 7,433.

(3)

During the years ended December 31, 2020 and 2019, we made contingent payments of approximately $800,000 and $1.0 million to a current director of Merit and former shareholder of Cianna Medical which we acquired in 2018. We made no such payments in 2021. In 2022, we have made payments of approximately $1.6 million. The terms of the acquisition, including contingent consideration payments, were determined prior to the appointment of Ms. Anderson as a director of the Company. As a former shareholder of Cianna Medical, Ms. Anderson may be eligible for additional payments for the achievement of sales milestones specified in our merger agreement with Cianna Medical. These payments have been excluded from the Non-Employee Director Summary Compensation table in each respective year, as they represent settlement of a contingent liability recorded as part of the purchase consideration for Cianna Medical in 2018 and are not compensation for services provided.

Related Person Matters

Policies and Procedures Regarding Transactions with Related Persons

Our Code of Conduct requires that every employee avoid situations where loyalties may be divided between our interests and the employee’s own interests. Employees and directors must avoid conflicts of interest that interfere with the ~~Board~~performance of ~~Directors~~

~~The Board will receive communications from Company shareholders. All communications, except those related~~their duties or are not in our best interests.

Pursuant to shareholder proposals that are discussed below under the heading “Proposals of Shareholders,” must be sent to the Company's Corporate Secretary at the Company’s executive offices at 1600 West Merit Parkway, South Jordan, Utah 84095. Communications submitted to the Board (other than communications received through the Company’s whistleblower hotline, which are reviewed and addressed byits written charter, the Audit ~~Committee) are reported~~Committee reviews and approves all “related party transactions” (as such term is used by ASC Topic 850 Related Party Disclosures) involving executive officers and directors, or as otherwise may be required to be disclosed in our financial statements or periodic filings with the other directors of the Company at the next regular meeting of the Board. All directors of the Company are strongly encouraged to attend the Company’s annual meetings of shareholders. All of the Company’s directors were present at the 2015 Annual Meeting of the Company’s Shareholders.

~~Compensation Committee Interlocks~~Securities and ~~Insider Participation~~

~~As of December 31, 2015, the members of the Compensation Committee were A. Scott Anderson (Chairman), Franklin J. Miller, and Michael E. Stillabower. No~~member of the Compensation Committee is currently, or has formerly been, an officer or employee of the Company or any of its subsidiaries. The Company had no relationship during 2015 requiring disclosureExchange Commission (SEC) (including under Item 404 of Regulation S-K ~~with respect~~under the Securities Act of 1933), other than:

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

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

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A Related Person Transaction is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of ~~the persons~~its subsidiaries) was, is or will be a participant and, as relates to directors or shareholders who ~~served on the Compensation Committee during 2015.~~

~~EXECUTIVE OFFICERS~~

~~In addition to Mr. Lampropoulos whose biography is included previously~~have an ownership interest in ~~this Proxy Statement as a director of~~ the Company ~~certain information is furnished with respect to~~of more than 5%, the ~~following executive~~amount involved exceeds $120,000, and in which any Related Person (defined below) had, has or will have a direct or indirect material interest.

A Related Person includes officers, ofdirectors, nominees, five percent beneficial owners and their respective immediate family members (which in turn includes person’s spouse, parents, siblings, children, in-laws, step relatives, and any other person sharing the ~~Company:~~

~~Bernard J. Birkett~~, 47, has served as the Chief Financial Officer and Treasurer of the Company since November 4, 2015. Mr. Birkett joined the Company in 1997 and previously served as the Company’s Controller responsible for Europe, the Middle East and Africa from 2000 until 2010 and as the Company’s Vice President of International Finance since 2010. Mr. Birkett served as Executive Vice President Finance of the Company from January 2015 until November 2015 pursuant to an expatriate assignment arrangementhousehold (other than a tenant or household employee)).

Related Person Transactions include transactions between the Company and ~~Merit Medical Ireland, Ltd. (“Merit Ireland”) (Mr. Birkett’s direct employer~~its executive officers and ~~a wholly-owned subsidiary~~directors. We have adopted written policies and procedures regarding the identification of Related Persons and Related Person Transactions and the approval process for such transactions. The Audit Committee considers each Related Person Transaction in light of the ~~Company) under which Mr. Birkett would live~~specific facts and circumstances presented, including but not limited to the risks, costs and benefits to the Company and the availability from other sources of comparable services or products.

Certain Related Person Transactions

The Board, acting through the Audit Committee, believes that the following Related Party Transactions are reasonable and fair to the Company:

●	Justin J. Lampropoulos, former President of Merit EMEA, a division of the Company, is the son of Fred P. Lampropoulos, Chair of the Board, CEO and President of the Company. In 2021 we provided to Mr. Justin J. Lampropoulos total cash and equity compensation of $1,272,646.

●

Joseph C. Wright, President of Merit International, a division of the Company, is the brother-in-law of Fred P. Lampropoulos, Chair of the Board, CEO and President of the Company. In 2021 we provided to Mr. Wright total cash and equity compensation of $1,639,849. Refer to the Summary Compensation Table for additional information regarding his compensation.

●

Anne-Marie Wright, former Vice President of Corporate Communications of the Company, is the wife of Fred P. Lampropoulos, Chair of the Board, CEO and President of the Company. In 2021 we provided to Ms. Wright total compensation of $274,800 associated with the exercise of stock options granted in prior years.

●	Frank Wright, OEM Business Development Manager of the Company, is the brother-in-law of Fred P. Lampropoulos, Chair of the Board, CEO and President of the Company. In 2021 we provided to Mr. Wright total compensation of $277,211.

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EXECUTIVE COMPENSATION AND RELATED MATTERS

Executive Summary

During the years ended December 31, 2021 and 2020, the global COVID-19 pandemic impacted our business in various ways. In 2021, we observed a generally improving operating environment with fewer restrictions on elective and deferrable procedures leading to record sales of $1.075 billion, an increase of 11.5% from 2020, and 8.0% higher than 2019 sales of $994.9. Throughout the year we experienced notable variations in the ~~United States but remain employed by Merit Ireland. Mr. Birkett is a certified accountant with a business degree from the National University~~pace of Ireland Galway and a master’s degree in banking and finance from the University College Dublin’s Michael Smurfit Graduate Business School. He has also completed a program in strategic leadership at Stanford’s Graduate School of Business.

~~Joseph C. Wright, 46, has served as the President~~recovery across regions of the ~~Company’s International Division since July, 19, 2015. Mr. Wright joined~~world influenced by the ~~Company in 2005 as Vice President, International, responsible for sales in Canada, Asia Pacific,~~incidence and ~~Latin America. In 2006 Mr. Wright took on the additional responsibility as the Company’s Vice President~~timing of ~~Marketing and was promoted to President, Merit Technology Group, overseeing Merit OEM, Merit Sensor Systems, Inc.,~~COVID-19 infections and the ~~Company's coating division~~associated governmental and patient responses.

We continue to focus our efforts to expand our presence in ~~2007. Mr. Wright manages Merit’s businesses in all global~~foreign markets, outside the U.S., Europe, Middle East and Africa. Mr. Wright oversaw the creation of Merit's operations in China and Hong Kong. Previously, Mr. Wright held sales, marketing and business development positions with several companies, including Motorola and Micron. Mr. Wright speaks Japanese and received a bachelor's degree and master’s degree in business administration from Columbia University. Mr. Wright is the brother-in-law of Mr. Fred P. Lampropoulos, the Chairman of the Board, Chief Executive Officer and President of the Company.

~~Justin J. Lampropoulos~~, 33, has served as the Company’s Executive Vice President of Global Sales, Marketing & Strategy since May 22, 2015. He began his career in medical device technology as a member of the Company’s sales organization in 2004. Most recently, he spent five years, from 2010 until 2015 leading the Company’sparticularly Europe, Middle East and Africa ~~(EMEA) business unit~~(EMEA), China, Southeast Asia, Japan, Australia and Brazil, with the objective of capitalizing on additional market opportunities. In 2021, international sales were $465.9 million, or 43.3% of our net sales, up 12.6% from ~~Maastricht, The Netherlands before returning to~~international sales of $413.8 million in 2020.

On November 10, 2020, we introduced our “Foundations for Growth” initiative, with multi-year financial targets for growth and improved profitability for the Company’s headquarters to lead the Company’s commercial organization in addition to global marketing and strategy. Mr. Lampropoulos completed postgraduate studies at Oxford University’s Saïd Business School in Oxford, England in strategic management and is an alumnus of Harvard Business School. Mr. Lampropoulos is the son of Mr. Fred P. Lampropoulos, the Chairman of the Board, Chief Executive Officer and President of the Company.

~~Ronald A. Frost~~, 54, joined the Company in 1991 and has served as the Company’s Chief Operating Officer since January 1, 2014. Prior to his appointment as Chief Operating Officer, Mr. Frost served as the Company’s Vice President of Materials and Operations from December 2007 untilthree-year period ending December 31, ~~2013. He also worked~~2023. As part of this initiative, we continue to review the need to consolidate facilities, strategically reduce operating expenses and incentivize our sales force to focus on products that will improve our financial performance. We have launched multiple initiatives to drive value creation for Merit, including SKU optimization, network consolidation, compensation and benefit programs, product line transfers and manufacturing initiatives. In the area of SKU rationalization, we have identified more than 2,000 products with revenues or gross margins which are below our targets, and in nearly all cases have moved customers to alternative products.

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

(1)

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

The results of our operating and financial performance over the past five years are illustrated in ~~other positions, including as~~the tables above. Although our historic results are not a ~~Quality Engineer,~~guarantee of future performance, we believe Merit is well positioned for sustainable growth in profitability going forward.

Our operating and financial results were a ~~Manufacturing Engineer, Custom Kits Manager, Customer Service Manager, Production Planning~~significant factor in the deliberations of our Compensation Committee when evaluating the amount and Warehouse Manager, General Manager of the Company’s Richmond, Virginia operations and Vice President of Technology Transfer. Mr. Frost earned an associate degree in applied science from Weber State University in 1991.

~~Brian G. Lloyd~~, 55, was appointed as the Chief Legal Officer and Corporate Secretary of the Company in April 2016. Prior to joining the Company, Mr. Lloyd practiced as an attorney, specializing in corporate governance, securities regulation and mergers and acquisitions, with the law firm of Parr Brown Gee & Loveless in Salt Lake City, Utah for more than 20 years.

He also practiced law in those areas of specialization as a partner with the law firm of Stoel Rives, LLP for four years. Mr. Lloyd received a juris doctorate degree from Columbia Law School and a bachelor’s degree in finance from Brigham Young University.

~~COMPENSATION DISCUSSION AND ANALYSIS~~

This Compensation Discussion and Analysis is designed to explain the Company’s philosophy and objectives underlying its compensation policies, the processes the Company follows in setting compensation, and the componentsform of compensation that the Company utilizes in compensating its named executive officers (“NEOs”) listed in the Summary Compensation Table located on page 18 of this Proxy Statement. The Summary Compensation Table, as well aspaid to our CEO and other ~~compensation tables beginning on page 18, should be read in conjunction with this discussion.~~

~~Executive Summary~~

~~The Company has delivered year-over-year revenue growth and maintained profitability since 1990. The~~NEOs. Our Compensation Committee believes there are multiple factors that have contributed to ~~the Company’s strong record of~~our financial and operating performance, ~~but~~however, two of the key factors have been ~~the Company’s~~our outstanding employees and the leadership provided by ~~the Company’s~~our CEO

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and other executive officers. Accordingly, the Compensation Committee seeks to implement and advance an executive compensation program that recognizes Company performance and individual contribution, while encouraging long-term motivation and retention. The Compensation Committee believes ~~the Company’s~~our executive compensation program has been instrumental in helping the Company sustain its strong financial performance over many years.

Compensation Philosophy	The primary objectives of our compensation programs are:
Under the oversight of the Compensation Committee, our compensation philosophy is to offer compensation programs to the NEOs that align the interests of management and shareholders for the purpose of maximizing shareholder value, while considering the interests of other significant stakeholders such as employees, patients, customers, business partners and the communities in which we operate.	1	focus executives on achieving or exceeding measurable performance targets;

		2	influence executives to lead our employees in the implementation of cost-saving plans;

		3	continue our entrepreneurial spirit;

		4	attract and retain highly-qualified and motivated executives; and

		5	promote a highly ethical environment and maintain health and safety standards.

Under the oversight of the Compensation Committee, the Company’s compensation philosophy is to offer compensation programs to the NEOs that align the interests of management and shareholders for the purpose of maximizing shareholder value. Among other objectives, those programs are designed to:

~~Focus executives on achieving or exceeding measurable performance targets;~~

~~Influence executives to lead Company employees in the implementation of cost saving plans;~~

~~Encourage continuation of the Company’s entrepreneurial spirit;~~

~~Attract and retain highly-qualified and motivated executives; and~~

~~Promote the Company’s guiding principles for adherence to a high ethical environment, as well as health and safety standards.~~

~~The Company’s~~

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

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		● ● ● ●	● ● ● ● ● ● ●
		Selected 2021 Highlights
		● Achieved the milestone of more than $1 billion in revenue ● Exceeded the Company-wide performance measures established pursuant to our Foundations for Growth initiative, designed to maintain growth, improve our operating margins and build a foundation for long-term profitability ● Implemented a Company-wide compensation and bonus program designed to increase the alignment of employee compensation with the Company’s achievement of the Foundations for Growth performance measures	● Prioritized reduction of our environmental footprint by continuing to implement new programs to reduce waste, conserve resources, and improve the areas where we do business ● Cumulative total return on our Common Stock from December 31, 2016 to December 31, 2021 of approximately 135% ⁽¹⁾ ● Responded to the global COVID-19 pandemic by focusing on employee health and safety and maintaining operations, which ultimately resulted in positive operating and financial results

(1)	Reflects five-year cumulative total return of our Common Stock, as reported by Nasdaq for the period from December 31, 2016 to December 31, 2021. Past results are not necessarily an indicator of future results.

Executive Officers

In addition to Fred P. Lampropoulos (whose biography is included above under “Directors Whose Terms of Office Continue”), we have included the following information related to our other executive officers:

RAUL PARRA

Chief Financial Officer and Treasurer

Age: 44

Current Position Since: July 2018

Highlights:

●

Previous positions at Merit include, Vice President of Accounting, Corporate Controller and Director of Financial Reporting

●

Before joining Merit, held various audit and managerial positions at Deloitte & Touche, LLP

Education:
B.S. (business administration with accounting emphasis), Sonoma State; Certified Public Accountant (Inactive)

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RONALD A. FROST

Chief Operating Officer

Age: 60

Current Position Since: January 2014

Highlights:

●

More than 28 years of service to Merit and its shareholders

●

Previous positions at Merit include Vice President (Materials and Operations), Quality Engineer, Manufacturing Engineer, Custom Kits Manager, Customer Service Manager, Production Planning and Warehouse Manager, General Manager of our Richmond, Virginia operations, and Vice President (Technology Transfer), 1991 to 2014

Education:
Manufacturing Engineering Technology, AAS, Machine Tooling, Weber State University

BRIAN G. LLOYD

Chief Legal Officer, Corporate Secretary

Age: 61

Current Position Since: April 2016

Highlights:

●

Practiced as an attorney, specializing in corporate governance, securities regulation and mergers & acquisitions, with the law firm of Parr Brown Gee & Loveless in Salt Lake City, Utah for more than 20 years

●

Also practiced law in those areas of specialization as a partner with the law firm of Stoel Rives, LLP for four years

Education:
B.S. (finance), Brigham Young University; J.D., Columbia Law School

ROBERT J. FREDERICKS

Chief Strategy and Innovation Officer

Age: 49

Current Position Since: March 2021

Highlights:

●

Former Vice President and General Manager, Vascular Access Devices, at Becton Dickinson and Company (2018-2021) and C.R. Bard, Inc. (2015-2017)

●

Experience at Medtronic plc from 2003-2015 in positions including VP of Global Marketing, R&D, and Strategy, VP of Finance, and Sr. Marketing Director

●

Strategy Consultant with McKinsey & Company (1999-2003)

Education:
M.B.A. The Wharton School, University of Pennsylvania; B.S. in Civil Engineering, Rice University; B.A. (economics), Rice University

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MICHEL J. VOIGT

Chief Human Resources Officer

Age: 49

Current Position Since: December 2020

Highlights:

●

Former Chief Human Resources Officer of Mavenir Systems, Inc. from 2017-2020

●

Over 20 years of experience in human resources management in various positions at Galderma/Nestle Skin Health, Lexicon Pharmaceuticals Incorporated, and Verizon

Education:
B.S. (business administration and management), Oklahoma State University

JOSEPH C. WRIGHT

President, International Division

Age: 52

Current Position Since: July 2015

Highlights:

●

Previous positions at Merit include (a) President, Technology Group – overseeing Merit OEM, Merit Sensor Systems, Inc. and Merit’s coating division, (b) Vice President of Marketing, and (c) Vice President, International – responsible for sales in Canada, Asia Pacific, and Latin America, 2005 to 2015

●

Manages businesses in all global markets outside the U.S. and EMEA

●

Before joining Merit, held sales, marketing and business development positions with several companies, including Motorola and Micron

Mr. Wright is the brother-in-law of Fred P. Lampropoulos, Merit’s Chair of the Board, President and CEO

Education:
B.A., (political science), Columbia University; M.B.A., (finance) Columbia University; Speaks Japanese

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Compensation Discussion and Analysis

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

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


Named Executive Officer	Position
Fred P. Lampropoulos	Chair, CEO and President
Raul Parra	Chief Financial Officer and Treasurer
Ronald A. Frost	Chief Operating Officer
Brian G. Lloyd	Chief Legal Officer and Corporate Secretary
Joseph C. Wright	President, International

Process for Establishing Executive Compensation

Procedure.

The Compensation Committee has oversight responsibility for establishing ~~the Company’s~~ compensation practices for ~~the Chief Executive Officer of the Company (the “CEO”)~~our CEO and the other NEOs. The Compensation Committee also reviews all compensation decisions for employees of the Company who are related to our CEO.

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

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

Role of Consultants~~. During the year ended December 31, 2015,~~

Since 2019, the Compensation Committee has engaged Pearl Meyer & Partners, (“LLC (Pearl ~~Meyer”~~Meyer), an independent compensation consulting firm, to review ~~the Company’s~~our executive officer and director

compensation ~~practices. Pearl Meyer advised~~practices and advise the Compensation Committee with respect to ~~the Company’s executive officer and director~~those compensation practices, including salary, bonus, benefits and equity awards for ~~the Company’s~~our executive officers and retainers, meeting fees and equity awards for ~~the Company’s directors, based on practices~~our directors. Representatives of ~~peer group companies. The~~Pearl Meyer meet regularly with the Compensation Committee and the Compensation Committee has generally evaluated and considered Pearl Meyer’s reports and ~~as they considered appropriate~~recommendations.

During 2019 and 2020, the Compensation Committee consulted with Pearl Meyer to ~~achieve~~revise and update the ~~best interests of the Company and its shareholders, implemented some of Pearl Meyer’s recommendations.~~Company’s executive compensation programs. The Compensation Committee ~~intends~~engaged Pearl Meyer to ~~further evaluate~~help revise the Company’s executive composition practices to establish a program that was not based primarily on the award of time-vesting stock options but was based upon the achievement of pre-determined performance measures, utilizing a combination of stock options, PSUs and ~~consider~~annual performance-based cash bonuses. Through this collaboration, the Compensation Committee adopted an executive compensation program which became effective

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during 2020 and continued through 2021. This executive compensation program is comprised of an equity feature that aims for an equity compensation mix of 60% PSUs and 40% stock options (vesting on a ratable basis over four years of service) and performance-based cash bonuses determined as a percentage of each executive officer’s base salary. This executive compensation program is designed to increase the alignment of executive compensation with the Company’s achievement of Board-approved performance measures, as discussed below.

External Pay Comparisons

In its oversight of the compensation practices for our CEO and the other NEOs, the Compensation Committee reviews industry and peer compensation data for medical device companies to confirm that executive compensation is within an appropriate competitive range. The Compensation Committee considers external pay comparison data as a market check on its compensation decisions, but not for specific benchmarking. With input from Pearl Meyer, the Compensation Committee identified a peer group to guide its compensation decisions for 2021 executive compensation that consisted of the following companies:


Company	Revenue⁽¹⁾ (dollars in millions)		Market Capitalization at December 4, 2020 (dollars in millions)
ABIOMED, Inc.	$	803	$	12,318
AngioDynamics, Inc.		268		580
Cantel Medical Corp.⁽²⁾		1,056		2,669
CONMED Corporation		874		2,925
ICU Medical, Inc.		1,266		4,146
Insulet Corporation		868		17,067
Integer Holdings Corporation		1,130		2,584
Integra LifeSciences Holdings Corporation		1,378		4,752
LivaNova Plc		952		2,684
Masimo Corporation		1,096		14,603
Natus Medical Incorporated		428		704
NuVasive, Inc.⁽³⁾		1,069		2,490
Penumbra, Inc.		539		7,621
Quidel Corporation		1,005		8,143
Teleflex Incorporated		2,507		18,020
West Pharmaceutical Services, Inc.		2,037		20,075

Median	$	978	$	4,449
Merit Medical Systems, Inc.	$	964	$	3,228

(1)	Revenue is for the trailing twelve months as of the most recently disclosed quarter as of November 30, 2020, generally September 2020.

(2)	Acquired by STERIS plc in June 2021.

(3)	Added to the peer group for 2021.

The companies selected for inclusion in the Company’s executive compensation peer group were selected by the Compensation Committee following consultation with Pearl Meyer based on revenue, market capitalization,

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market peer indices and Pearl Meyer’s ~~recommendations contained in~~assessment of the strength of comparability, as well as overall business characteristics, including product offerings and end markets.

Neither the consultations with Pearl Meyer ~~reports.~~

nor our internal review yielded any significant concerns at the Compensation Committee level regarding our executive compensation practices.

Evaluation.

In evaluatingcompensation of the NEOs for the year ended December 31, ~~2015,~~2021, the Compensation Committee considered, among other factors, ~~the Company’s~~our performance and relative shareholder return ~~for the year ended December 31, 2015,~~in 2020 and 2021, as compared to ~~the Company’s~~our performance targets for 2020 and 2021, prior analysis and reports from Pearl Meyer (which contained comparisons of our compensation and financial results with respect to the ~~year ended December 31, 2015,~~peer group), and other factors considered relevant by the Compensation Committee. Notwithstanding the Compensation Committee’s use of the information supplied by Pearl Meyer, the decisions of the Compensation Committee with regard to the NEOs for 2015 were based principally on objective and subjective evaluations of the individual NEOs.

Other Considerations.

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

~~The Company’s~~

Our executive compensation program is divided into the following two general ~~categories;~~categories: fixed pay and variable pay.

Fixed pay consists of base salary and is intended to provide each NEO with a level of assured cash compensation appropriate for his or her position within the Company. Variable pay includes annual cash bonus awards and ~~equity~~equity-based awards in the form of PSUs and stock options, each as explained in more detail below.

The Compensation Committee believes that a significant portion of total compensation toof the NEOs should be both at-risk and tied to the Company’s achievement of ~~its~~predetermined performance goals.

~~Generally,~~ The Compensation Committee’s development and implementation of the Company’s revised executive compensation program during 2020 and 2021 reflects its efforts to shift an increased portion of the total compensation payable to the Company’s NEOs away from fixed, time-vesting compensation to at-risk, performance-based compensation.

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

Compensation Committee Consideration of Shareholder Advisory Votes

At our annual meeting of shareholders held on June 17, 2021, we submitted the compensation of our executive officers to our shareholders in a non-binding vote. Our executive compensation program received the support of holders of approximately 98% of the shares represented at the meeting.

At our annual meeting of shareholders held on May 24, 2017, our shareholders voted on an advisory basis with respect to the frequency of future advisory votes on executive compensation. Holders of approximately 77% of the shares represented at that meeting expressed their preference for an annual advisory vote. Accordingly, we intend

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to hold an annual advisory vote on executive compensation until the next “say-on-frequency” vote at our annual meeting of shareholders in 2023.

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

Pay Mix

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

For ~~the year ended December 31, 2015,~~2021, the elements of the compensation mix for the NEOs included:

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

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

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

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

●	executive deferred compensation.

Executive Pay Mix Summary

2021 Target Compensation

The following charts show the targeted mix of compensation for our named executive officers in 2021:


CEO		AVERAGE OTHER NEOs

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•~~Base salary, which is designed~~

2021 Compensation

The following charts show the mix of compensation actually paid to ~~attract and retain executives over time;~~

•~~Annual performance bonus~~our named executive officers for 2021, as detailed in the summary compensation ~~which is designed to focus on business objectives established by~~table below:


CEO		AVERAGE OTHER NEOs

~~the~~

The Compensation Committee considered the following factors, among others, when establishing the amounts of fixed and variable compensation paid to our NEOs for ~~a particular year;~~2021:

Fred P. Lampropoulos

●

leadership and direction of our Company and employees during an unprecedented time of uncertainty and economic instability as a result of the COVID-19 pandemic and resulting industry dynamics and business constraints;

●

achievement of our 2021 operating and financial performance, including the performance targets set for our executive officers in accordance with our Foundations for Growth program;

●

oversight of operating efficiency initiatives, including our Foundations for Growth program, designed to reduce operating expenses and increase profitability;

●

operational management, product development, international expansion, subsidiary development, risk management, and manufacturing capacity planning;

●

strategic business development, and management development and oversight; and

●

shareholder relations.

Raul Parra

●

responsibility for the financial and accounting affairs of an increasingly large and complex global organization;

●

achievement of our 2021 operating and financial performance, including the performance targets set for our executive officers in accordance with our Foundations for Growth program;

●

implementation of operating efficiency initiatives, including our Foundations for Growth program, designed to reduce operating expenses and increase profitability; and

●

oversight of our cash flow, including a substantial increase in the amount of our free cash flow, and budgeting practices.

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•~~Long-term equity-based incentive compensation in the form of stock option grants;~~

•~~Broad-based employee retirement, welfare and fringe benefits programs, and other personal benefits; and~~

•~~Executive deferred compensation and, for those NEOs who are eligible, post-retirement medical benefits.~~

~~Fixed Compensation~~

~~Base Salary~~

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Ronald A. Frost

●

conducting our worldwide operations within the budget established by the Board;

●

leadership and achievement of critical operational aspects of our Foundations for Growth program;

●

achievement of our 2021 operating and financial performance, including the performance targets set for our executive officers in accordance with our Foundations for Growth program;

●

implementation and oversight of our efforts to reduce our environmental footprint and promote sustainability; and

●

implementation of operating efficiency initiatives designed to reduce operating expenses and increase profitability.

Brian G. Lloyd

●

oversight of our legal department, with responsibility for supporting our worldwide operations;

●

corporate counsel and support of the Board in fulfilling its corporate governance obligations;

●

achievement of our 2021 operating and financial performance, including the performance targets set for our executive officers in accordance with our Foundations for Growth program; and

●

oversight and coordination of significant litigation and other disputes, as well as acquisition and financing transactions.

Joseph C. Wright

●

management of our international sales and marketing activities;

●

achievement of our 2021 operating and financial performance, including the performance targets set for our executive officers in accordance with our Foundations for Growth program;

●

development and coordination of new product launches, market research, and analysis;

●

implementation of sales strategies and performance goals; and

●

budget management.

Fixed Compensation

Base Salary

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

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

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

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•~~Advancement of the Company’s interests with shareholders and customers and in other strategic business~~

~~relationships;~~

•~~Achieving the Company’s financial results;~~

•~~Leadership inside and outside the Company;~~

•~~Contribution to the Company’s product quality and development; and~~

•~~Advancement in skills and responsibility.~~

●	leadership inside and outside the Company;

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

●	advancement in skills and responsibility.

Given the subjective nature of the criteria identified above, the Compensation Committee has not attempted to develop numeric measurements in determining base salaries for the NEOs. Instead, the Compensation Committee establishes base salaries at levels commensurate with the Compensation Committee’s evaluation of each NEO’s contribution to our business success. The Compensation Committee has also consulted with Pearl Meyer to assess the levels of base salary and other compensation paid to the CEO and other NEOs, relative to the Company’s ~~business success. Among the factors~~peers. In particular, the Compensation Committee ~~considered when establishing~~has set the base salary and incentive cash bonus of the CEO at levels which are higher than the aggregate amount of base salary and incentive bonus paid to the principal executive officers of a number of our peers. Because the CEO is a founder of the Company and owns a substantial number of shares of Common Stock, the Compensation Committee believes his personal interests are more aligned with the interests of our shareholders than our other NEOs. Therefore, the Compensation Committee believes that adjusting his compensation mix to include a greater proportion of cash payments, rather than issuing additional equity awards, serves to increase the alignment of our CEO’s interests with the interests of our shareholders. Effective November 1, 2021, upon the recommendation of the CEO, the Compensation Committee increased the annual base salary payable to Joseph C. Wright to $700,000, on an interim basis, due to the temporary expansion of his responsibilities for oversight of the Company’s international operations, including the Company’s operations in Europe, Middle East and Africa, pending the Company’s engagement of a new Chief Commercial Officer.

Based on its evaluation, the Compensation Committee approved the following NEO base salaries for the year ended December 31, 2015 were: (a) for Mr. Fred Lampropoulos, the Company’s 2015 financial performance, cost savings, shareholder relations, strategic business development, acquisition transactions and integration, product development, inventions and patent prosecution, international expansion, financing transactions, subsidiary development, risk management, manufacturing capacity planning and strategy, and shareholder value; (b) for Mr. Stanger, the Company’s 2015 financial results, increased responsibility for the financial affairs of a larger and more complex organization, shareholder relations, oversight of the Company’s cash flow and budgeting practices and structuring, accounting for and financing acquisitions; (c) for Mr. Birkett, the Company’s 2015 financial results, increased responsibility for the financial affairs of a larger and more complex organization, shareholder relations, oversight of the Company’s cash flow and budgeting practices and structuring, accounting for and financing acquisitions; (d) for Mr. Wright, responsibility for management of the Company’s international division, oversight of the Company’s international growth and sales, identifying potential markets for expansion and growth, research and analysis, development of the Company’s international sales strategy, and budget management (e) for Mr. Justin Lampropoulos, management of the Company's marketing department, development and coordination of new product launches, market research and analysis, implementation of sales strategies and performance goals, and budget management; (f) for Mr. Stephens, management of an expanded sales force in the United States, implementation of sales strategies, managing the Company’s marketing department, product launches, market research and analysis, and responsibility for encouraging Company growth; (g) for Ms. Perry, oversight of the worldwide legal obligations, including strategic relations, corporate governance, risk assessment, commercial and acquisition transactions, litigation, intellectual property, subsidiary development, regulatory and compliance, securities and employment matters; and (h) for Mr. Frost, conducting the Company’s worldwide operations within the budget established by the Board, contributing to the integration of operations acquired by the Company and efforts to achieve cost savings in the Company’s operations.

~~Based on the Compensation Committee’s evaluation, the Compensation Committee approved the NEO base salaries for the year ended December 31, 2015~~2021, which are also reflected in the Summary Compensation Table ~~set forth~~under “Executive Compensation Tables” below.

HIDDEN_ROW
Named Executive Officer		Base Salary ⁽¹⁾
Fred P. Lampropoulos	$	1,800,000
Raul Parra	$	600,000
Ronald A. Frost	$	600,000
Brian G. Lloyd	$	600,000
Joseph C. Wright	$	573,077

(1)

The base salary amounts shown above reflect amounts paid to the NEOs during 2021 as reported in the Summary Compensation Table shown on page 73. The annual base salary amounts for fiscal year 2022 as approved by the Compensation Committee are: Mr. Lampropoulos, $1,800,000; Mr. Parra $600,000; Mr. Frost, $600,000; Mr. Lloyd $600,000; and Mr. Wright $700,000 (effective November 1, 2021 on an interim basis).

Long-Term Incentive Compensation

Historically, long-term equity awards, in the form of stock options, have been granted at the Compensation Committee’s discretion to the NEOs annually in an effort to provide long-term performance-based compensation, to encourage the NEOs to continue their engagement with the Company throughout the vesting periods, and to align management and shareholder interests. Beginning with our 2019 fiscal year, long-term equity awards were made under the 2018 Incentive Plan, and the Compensation Committee anticipates such awards will continue to be made under the 2018 Incentive Plan. Although we have traditionally made long-term equity incentive awards to our NEOs solely in the form of stock options, during 2019, the Compensation Committee developed a program, which was implemented in 2020 and continued through 2021, to grant to the Company’s executive officers long-term equity awards in the form of stock options and PSUs, with the objective of more closely aligning management and shareholder interests. For 2021, the Compensation Committee awarded stock options to each NEO at a level of approximately 40% of the total target long-term incentive compensation amount for each NEO, with the

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remaining portion (approximately 60%) of the NEO’s long-term incentive compensation amount awarded in the form of PSUs.

In making awards under our 2018 Incentive Plan, the Compensation Committee considers grant size, the appropriate combination of equity-based awards, the impact of the grant on ~~page 18.~~our financial performance (as determined in accordance with the requirements of the Financial Accounting Standards Board ASC Topic 718 (ASC Topic 718)), and the corresponding compensation value used by the Company in determining the amount of the awards (which may vary from the ASC Topic 718 expense).

Generally, the amount of long-term equity awards granted to the NEOs has been based upon the Compensation Committee’s assessment of each NEO’s expected future contributions to the Company and other factors. The amount or existence of those awards may also be influenced by external factors such as general economic or industry-specific conditions. The Compensation Committee ~~reviewed~~generally grants long-term equity awards at its regularly-scheduled meeting held in February or May of each year but may vary the date of grant from year to year.

Performance Stock Units (PSUs)

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

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

The actual number of shares of Common Stock to be issued to each executive officer under their PSUs will be determined at the end of each applicable performance period by the Compensation Committee by multiplying (i) the Target PSU Shares for that performance period by (ii) the applicable FCF and rTSR multipliers, based on the Company’s performance during the applicable performance period. The Compensation Committee has the sole authority and discretion to determine the achievement level with respect to the number of shares of Common Stock earned at the end of each performance period. The Compensation Committee consulted with Pearl Meyer in determining the target long-term incentive compensation levels for the NEOs, from which the Compensation Committee established the target number of shares of Common Stock subject to the PSU awards granted to each of the NEOs in 2021.

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During 2021, the NEOs were granted PSUs with the following Target PSU Shares:


Named Executive Officer	Target PSU Shares Two-Year Performance Period (2021-2022)	Target PSU Shares Three-Year Performance Period (2021-2023)	Total Grant Date Fair Value of Target PSU Shares (All Performance Periods)
Fred P. Lampropoulos	4,741	9,481	873,089
Raul Parra	1,778	3,555	327,393
Ronald A. Frost	1,778	3,555	327,393
Brian G. Lloyd	1,778	3,555	327,393
Joseph C. Wright	1,778	3,555	327,393

The PSUs granted in 2021 and the applicable Target PSU Shares, are divided as shown above into two- and three-year performance periods. The actual shares of Common Stock to be issued upon settlement of the PSUs depend on the Company’s level of performance during the applicable performance period. If the Company’s performance during a performance period does not meet or exceed the applicable FCF Metric Threshold, no shares of Common Stock will be issued or paid out with respect to the PSUs for such performance period. The actual number of shares of Common Stock issued upon settlement of the PSUs will be determined by multiplying the total Target PSU Shares by the applicable FCF Multiplier (determined on an interpolated linear basis if between the threshold and target or between the target and maximum) and the applicable rTSR Multiplier from the tables below:

FCF Metrics and Multiplier


FCF Metric Level	Two-Year Performance Period	Three-Year Performance Period	FCF Multiplier
Maximum	$228,000,000	$396,000,000	200%
Target	$190,000,000	$330,000,000	100%
Threshold	$152,000,000	$264,000,000	50%

rTSR Metric and Multiplier


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

Because our CEO is a substantial shareholder of the Company and his financial interests are very closely aligned with the NEOs, which included the criteria described above, and established the following annual base salary amounts for the NEOs for the year ended December 31, 2015: Fred P. Lampropoulos, $1,210,000; Kent W. Stanger, $405,000; Bernard J. Birkett, $500,000 (commencing upon his appointment as Chief Financial Officerinterests of ~~the~~other Company in November 2015); Justin J. Lampropoulos, $500,000; Joseph C. Wright, $450,000; and Ronald Frost, $400,000. At the time of their termination, the annual base salaries of Martin Stephens and Rashelle Perry were each $400,000.

~~Broad-Based Benefits Programs~~

The Company offers multiple broad-based benefits programs to its employees, including the NEOs. Those programs include benefits such as health, dental, vision, disability and life insurance, health savings accounts, health care reimbursement accounts, employee stock purchase plan, paid vacation time and discretionary Company contributions to a 401(k) profit sharing plan. Benefits are provided to the Company’s executives in accordance with practicesshareholders, the Compensation Committee ~~believes~~determined to provide in his PSU award agreements that approximately 55% of the targeted award amount, if any, earned by him at the end of the applicable performance periods would be paid in cash in lieu of the issuance of a portion of the shares of Common Stock that otherwise be would have been awarded under his PSU award agreements. Accordingly, the PSUs awarded to our CEO also include a feature providing for the payment of a long-term cash award based on the degree of attainment of the same designated Performance Goals that apply to the award and issuance of shares of Common Stock under the PSUs (each a PSU Cash Incentive). The actual amount of a PSU Cash Incentive to be paid is determined by multiplying the Target Cash Incentive provided in the PSU award agreement (Target Cash Incentive) by the same FCF Multiplier and rTSR Multiplier that are ~~consistent~~used to determine the number of shares of

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Common Stock issued under the PSUs (from the tables above). The Target Cash Incentives included in the CEO’s PSU awards are as follows:

Target Cash Incentive

Two-Year
Performance Period
(2021-2022)

Target Cash Incentive

Three-Year
Performance Period

(2021-2023)

$333,333

$666,667

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

To be eligible to receive any shares of Common Stock or, if applicable, payment of a PSU Cash Incentive under the PSUs, the executive in question must remain employed by the Company until the second day of the calendar year following the end of the applicable performance period (Vesting Date). However, a pro rata portion may be paid after the end of the applicable performance period if, before the Vesting Date and at least one year after the PSU grant date, the executive (i) ceases employment on account of his or her death or disability (as defined in the PSU award agreements), (ii) is involuntarily terminated from employment without Cause (as defined in the award agreements), or (iii) resigns from employment for Good Reason (as defined in the PSU award agreements).

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

2021 PSU Award Determinations

The Compensation Committee ~~believes such benefits are a necessary element of compensation~~

~~in attracting and retaining employees. In addition,~~determined that the ~~NEOs receive limited perquisites in an attempt to achieve a competitive pay package as detailed in the Summary Compensation Table.~~

~~Deferred Compensation Plan~~

~~The Company provides a non-qualified deferred compensation plan~~maximum level for the ~~benefit~~FCF Metric and the top quartile of ~~certain of its highly-compensated management employees, including~~ the ~~NEOs. Under the non-qualified deferred compensation plan, eligible executives may elect in advance of each calendar year to defer up to 100% of their cash salary and bonus compensation earned~~rTSR Metric had been met with respect to ~~such year. Amounts deferred are credited~~the Two-Year Performance Period (2020-2021) for the PSUs granted in 2020. Accordingly, shares were issued in 2022 under the initial PSU agreements having a two-year performance period as follows with respect to ~~an unfunded liability account maintained by~~the 2020 and 2021 fiscal years:


Named Executive Officer	Target PSU Shares	FCF Metric %	rTSR Metric %	Number of Shares Issued
Fred P. Lampropoulos	7,072	200%	125%	17,680
Raul Parra	2,652	200%	125%	6,630
Ronald A. Frost	2,652	200%	125%	6,630
Brian G. Lloyd	2,652	200%	125%	6,630
Joseph C. Wright	2,652	200%	125%	6,630

The Compensation Committee also determined that the maximum level for the FCF Metric and the top quartile of rTSR Metric had been met with respect to the Target Cash Incentive for the Two-Year Performance Period (2020-2021), pursuant to the PSUs granted to Mr. Lampropoulos in 2020. Accordingly, the Company paid a PSU Cash Incentive of $833,333 to Mr. Lampropoulos in 2022 as follows:


Named Executive Officer	Target Cash Incentive	FCF Metric %	rTSR Metric %	PSU Cash Incentive
Fred P. Lampropoulos	$333,333	200%	125%	$833,333

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Stock Options

During 2021, the Compensation Committee granted non-statutory stock option awards to NEOs under the 2018 Incentive Plan in the following amounts:


Named Executive Officer	Number of Options Granted (#)	Grant Date Fair Value ($)
Fred P. Lampropoulos	58,083	1,200,059
Raul Parra	9,681	200,020
Ronald A. Frost	9,681	200,020
Brian G. Lloyd	9,681	200,020
Joseph C. Wright	9,681	200,020

The stock options were awarded at an exercise price of $56.25 per share of Common Stock, the per share market closing price of a share of Common Stock on ~~behalf~~the date of grant. The 2021 stock option grants vest and become exercisable over a four-year period on each of the applicable NEO, which account is deemed invested in and earns a rate of return based upon certain notational and self-directed investment options offered under the plan. In its discretion, the Company may elect to credit each eligible participant’s account under the deferred compensation plan with an employer matching contribution; however, the Company has never made such a matching contribution. Participant account balances under the deferred compensation plan are fully-vested and will be paid by the Company to each participant upon retirement or separation from employment, or on other specified dates, in a lump sum or in installments according to a schedule elected in advance by the participant.

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

~~Variable Compensation~~

~~In general, the Company’s variable compensation programs are designed to align the interests~~first through fourth anniversaries of the ~~Company’s executive officers, including the NEOs, with the Company’s operating and financial results.~~

date of grant.

Annual Performance Cash Bonuses

~~It is the Company’s~~ and Executive Bonus Plan

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

After reviewing our executive incentive compensation practices, and ~~cost savings.~~ based upon the preferences communicated by the institutional shareholder community, in 2019 our Board adopted the Merit Medical Systems, Inc. Executive Bonus Plan (Executive Bonus Plan). The purposes of the Executive Bonus Plan are to motivate and reward the Company’s executive employees by making a portion of their annual cash compensation dependent on the achievement of certain pre-determined corporate performance goals, to align the interests of those executives with those of the Company’s shareholders, and to attract and retain superior executive employees by providing a competitive bonus program that rewards outstanding performance. The Executive Bonus Plan is administered by the Compensation Committee. Each year, the Compensation Committee establishes a target bonus amount (based on a certain percentage of base salary) and performance criteria and goals for each participating executive officer. At the conclusion of such year, the Compensation Committee will determine the bonus amount payable to each participating executive officer and the Company will pay to the executive officer the determined bonus amount not later than the 15th day of the third month following the conclusion of the applicable year. In determining the amount of each award to be paid, the Compensation Committee may reduce, eliminate or increase (but not above 150% of the applicable award amount otherwise payable) the amount of an Award if, in its discretion, such reduction, elimination or increase is appropriate. The amounts payable to executive officers participating in the Executive Bonus Plan will be determined and allocated based on the performance criteria established for the applicable year, and the Company’s performance relative to those criteria.

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

The decision as to whether to provide an annual performance bonus program to any NEO for any year, the type and funding of any program offered, and the objectives that underlie any program, are subject to the discretion of

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

For ~~2015,~~2021, the ~~Compensation Committee, after considering the CEO’s recommendations, set Company performance criteria and bonus amounts for the NEOs. The~~ Compensation Committee established incentive cash performance bonus objectives for the NEOs. The incentive cash performance bonus objectives for the NEOs ~~other than Messrs. Wright, Justin Lampropoulos and Stephens, in the following categories:~~were based on sales, ~~gross~~operating margins (calculated on a ~~GAAP and~~ non-GAAP basis), ~~operating profit (calculated on a GAAP and non-GAAP basis) and~~ earnings per share (calculated on a ~~GAAP~~non-GAAP basis) and ~~non-GAAP basis). With respect~~achievement of the following three equally-weighted operational targets linked to ~~Mr. Wright,~~our Foundations for Growth program:

●

transfer of twelve product lines to more efficient manufacturing facilities, resulting in at least $3.5 million in reduced operating expenses;

●

increase in manpower effectiveness to realize at least $2 million in reduced operating expenses; and

●

rationalization of all stock keeping units (“SKUs”) with annual sales volumes of less than $5,000.

For 2021, the Compensation Committee ~~approved~~established the performance range for the Executive Bonus Plan to provide for incentive cash performance payments based on the following levels of attainment of each of the individual bonus objectives:

●

less than 92.5% attainment = no payout

●

92.5% attainment = 50% payout

●

100% attainment = 100% payout

●

110% attainment = 110% payout (cap)

The specific 2021 performance bonus objectives based on revenue targets for the Company’s international operations for which Mr. Wright has supervisory responsibility. With respect to Mr. Justin Lampropoulos, the Compensation Committee approved performance bonus objectives based on the Company’s financial performance and sales and marketing targets, including controllable cost objectives, established for the divisions over which Mr. Lampropoulos has supervisory responsibility. With respect to Mr. Stephens, the Compensation Committee approved performance bonus objectives based on sales and marketing targets for the divisions over which Mr. Stephens had supervisory responsibility prior to the termination of his employment. The Compensation Committee believes that the 2015 annual cash bonus objectives provided meaningful motivation to the NEOs and were instrumental in influencing Company performance during 2015.

~~The specific 2015 goals~~ established by the Compensation Committee ~~for the NEOs (other than Messrs. Wright and Stephens) in the performance bonus categories,~~ together with the level of ~~the Company’s~~our actual ~~2015~~2021 performance in those categories, ~~are set forth in the following table~~

were as follows.


Performance Bonus Objectives	2021 Goals	2021 Results	Target Weight	Attainment
Sales	$1,010M	$1,075M	35%	37.2%
Operating Margin (Non-GAAP) ⁽¹⁾	15.68%	16.0%	30%	30.6%
Earnings Per Share (Non-GAAP) ⁽²⁾	$1.98	$2.37	20%	22.0%	⁽³⁾
Product Transfers	12	Achieved	5%	5.0%
Manpower Effectiveness	$2M	Achieved	5%	5.0%
SKU Rationalization	SKUs < $5,000	Achieved	5%	5.0%

		Total Attainment		104.8%



~~Performance Category~~	~~2015 Goals~~	~~2015 Results~~

~~Sales~~	~~$535 - 545 million~~	~~$542.1 million~~
~~Gross Margins GAAP~~	~~44.5 - 45.5%~~	~~43.5%~~
~~Gross Margins Non-GAAP~~	~~46.5 - 47.5%~~	~~45.6%~~
~~Operating Profit GAAP~~	~~8.2 - 9.2%~~	~~6.9%~~
~~Operating Profit Non-GAAP~~	~~10.9 - 11.9%~~	~~11.0%~~
~~GAAP Earnings Per Share~~	~~$0.63 - $0.67~~	~~$0.53~~
~~Non-GAAP Earnings Per Share~~⁽¹⁾	~~$0.85 - $0.89~~	~~$0.87~~

~~_________________________~~

(1)	Non-GAAP Gross Margin is calculated by adjusting GAAP gross profit by amounts recorded for amortization of intangible assets and inventory mark-up related to acquisitions. See “Non-GAAP Financial Measures” presented on page 79 of this Proxy Statement for additional information.

~~(1)~~(2)

Non-GAAP Earnings Per Share ~~equals~~is calculated as GAAP net income excluding intangible amortization expense, acquisition related costs, intangible and other asset impairment charges, contingent consideration ~~benefits,~~expense (benefits), certain legal expenses, and severance costs. All excluded items are tax affected and total Non-GAAP net income is divided by the weighted average diluted shares outstanding. See “Non-GAAP Financial Measures” presented on page 79 of this Proxy Statement for additional information.

(3)	Payout factor capped at 110%

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


Named Executive Officer		2021 Base Salary	Performance Bonus Target	Attainment	Performance Bonus Payment ⁽¹⁾
Fred P. Lampropoulos	$	1,800,000	60%	104.8%	$	1,131,840
Raul Parra		600,000	40%	104.8%	$	251,520
Ronald A. Frost		600,000	40%	104.8%	$	251,520
Brian G. Lloyd		600,000	40%	104.8%	$	251,520
Joseph C. Wright		550,000	40%	104.8%	$	230,560

(1)

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

For the fiscal year ending December 31, 2022, after consultation with Pearl Meyer, the Compensation Committee revised the design of the Executive Bonus Plan to expand the performance range, such that it aligns more closely with the Compensation Committee’s understanding of market practices, and established the following levels of attainment for each of the individual bonus objectives:

●

less than 92.5% attainment = no payout

●

92.5% attainment = 50% payout

●

100% attainment = 100% payout

●

110% attainment = 125% payout

●

120% attainment = 150% payout (cap)

Return of Incentive Compensation (“Clawback Policy”)

The ~~Compensation Committee’s evaluation~~Executive Bonus Plan provides to our Board the authority to obtain reimbursement from any participant in the plan if the Board determines that: (a) a significant restatement of the Company’s ~~performance~~financial results for any of the three prior fiscal years is required; and (b) the participant’s award amount would have been lower had the financial results been properly calculated. Such reimbursement shall consist of any portion of any award previously paid to such participant that is greater than the award that would have been paid if calculated based upon the restated financial results. The action permitted to be taken by the Board under the Executive Bonus Plan is in addition to, and not in lieu of, any and all other rights of the ~~performance bonus categories summarized above indicated that~~Board and/or the Company ~~achieved~~under applicable law or any other clawback or similar policy of the ~~objectives set for sales, non-GAAP operating profit, and non-GAAP earnings per share. Accordingly,~~Company. The PSU agreements which are part of the long-term equity incentive program under the 2018 Incentive Plan which our Compensation Committee implemented in 2020 also include a “clawback” feature which permits our Compensation Committee to recover payments from award recipients if (i) the payment was predicated upon achieving financial results that were subsequently the subject of a restatement of the Company’s financial statements filed with the SEC; (ii) the Compensation Committee ~~awarded~~determines that the recipient engaged in intentional misconduct, gross negligence or fraudulent or illegal conduct that caused or substantially caused the need for the restatement; and (iii) a lower amount would have been paid to the ~~NEOs (other than Messrs. Wright, Justin Lampropoulos and Stephens) performance-based bonuses equal to 60% of~~recipient based upon the approved 2015 target bonus amounts. The Compensation Committee determined that Mr. Wright exceeded his performance bonus objectives and approved payment of his full target bonus amount. The Compensation Committee determined that, although Mr. Justin Lampropoulos achieved the sales and marketing targets for the divisions he supervises, the Company did not achieve therestated financial performance objectives upon which his performance bonus was based. Accordingly, the Compensation Committee awarded him 60% of his target bonus amount. Because Mr. Stephens’ employment was terminated during 2015, the Compensation Committee determined not to pay to him any performance bonus amount. Performance bonus amounts earned by the NEOs for 2015 are reported under the heading “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table that appears on page 18 below.

results.

Discretionary Bonuses

In addition to the cash bonus opportunities under the performance bonus program described above, the Compensation Committee ~~with~~(with the input of the ~~CEO~~CEO) may choose to reward extraordinary performance and achievements by awarding discretionary bonuses to the NEOs and other executives from time to time that are not part of the annual incentive plan or any other plan. With respect to the NEOs, no such discretionary bonuses awarded based on exceptional performance rather than pre-determined performance criteria were earned for 2015, except that the Compensation Committee awarded to Mr. Birkett a discretionary bonus in the amount

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For the fiscal year ended December 31, ~~2015,~~2021, the Company’s financial and operating performance substantially exceeded the targets established by the Compensation Committee for the Executive Bonus Plan. In conducting its review of the Company’s executive compensation program for 2021, the Compensation Committee noted that the design of the Executive Bonus Plan limited NEO bonuses to a maximum of 110% of target levels, a level substantially lower than many of the Company’s peers and broader market practices. Recognizing this limitation and given the high level of performance the Company achieved during 2021, notwithstanding the business environment challenges, supply chain delays and disruptions and pricing pressures the Company experienced during the year, the Compensation Committee determined to pay additional bonuses to the NEOs in the following amounts in recognition of ~~his outstanding effort in managing~~exceptional performance for the transition of the Company’s financial management and accounting functions, and the Compensation Committee awarded to Mr. Stephens and Ms. Perry discretionary bonuses prior to the termination of their employment with the Company. year:


Named Executive Officer	Discretionary Bonus
Fred P. Lampropoulos	$	458,501
Raul Parra	$	101,889
Ronald A. Frost	$	101,889
Brian G. Lloyd	$	101,889
Joseph C. Wright	$	93,398

The ~~discretionary bonuses paid to Messrs. Birkett and Stephens and Ms. Perry~~foregoing amounts are reported ~~under~~separately in the ~~heading~~ “Bonus” in column ~~(d)~~ of the Summary Compensation Table ~~that appears~~shown on page ~~18 below. There~~58.

Notwithstanding the determination of the Compensation Committee to pay discretionary performance bonuses to the NEOs in recognition of the Company’s outstanding performance during 2021, there is no standing expectation that all (or any) NEOs will receive discretionary performance bonuses in any particular year, and the criteria for such bonuses are not established in advance.

~~Long-Term Incentive Compensation~~

~~Historically, long-term equity awards,~~

Broad-Based Benefits Programs

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

Benefits are provided to our NEOs in the form of stock options, have been granted at the Compensation Committee’s discretion to the NEOs annually in an effort to provide long-term performance-based compensation, to encourage the NEOs to continue their engagementaccordance with the Company throughout the vesting periods, and to align management and shareholder interests. In making awards under the Merit Medical Systems, Inc. 2006 Long-Term Incentive Plan (the "2006 Incentive Plan")practices the Compensation Committee ~~considers grant size,~~believes are consistent with industry standards. The Compensation Committee believes such benefits are a necessary element of compensation in attracting and retaining employees. In addition, the ~~appropriate combination~~NEOs receive limited perquisites in an attempt to achieve a competitive pay package, as further detailed in the Summary Compensation Table.

Deferred Compensation Plan

We provide a non-qualified deferred compensation plan for the benefit of ~~equity-based awards,~~certain of our highly-compensated executives, including the ~~impact~~NEOs. Under the non-qualified deferred compensation plan, eligible participants may elect in advance of ~~the grant on the Company’s financial performance, as determined in accordance~~each calendar year to defer up to 100% of their cash salary and bonus compensation earned with ~~the requirements of the Financial Accounting Standards Board ASC Topic 718 (“ASC Topic 718”), and the corresponding compensation value used~~respect to such year. Amounts deferred are credited to an unfunded liability account maintained by the Company ~~in determining the amount~~on behalf of the ~~awards (which may vary from the ASC Topic 718 expense). Generally, the amount~~applicable participant, which account is deemed invested in and earns a rate of ~~long-term equity awards granted to the NEOs has been~~return based upon certain notational and self-directed investment options offered under the ~~Compensation Committee’s assessment of~~plan. In our discretion, we may elect to credit each ~~NEO’s expected future contributions~~eligible participant’s account under the deferred compensation plan with an employer matching contribution but, to date, we have never elected to do so. Participant account balances under the deferred compensation plan are fully-vested and will be paid by the Company ~~and~~to each participant upon retirement or separation from employment, or on other ~~factors. The amount~~specified dates, in a lump sum or ~~existence of those awards may also be influenced~~in installments according to a schedule elected in advance by ~~external factors such as general economic or industry-specific conditions.~~ the participant.

The Company ~~generally grants long-term equity awards at~~and its subsidiaries do not maintain any other executive pension or retirement plans for the regularly-scheduled Compensation Committee meeting held in May or December of each year, but may vary the date of grant from year to year. During 2015, the Compensation Committee granted stock option awards to NEOs under the 2006 Incentive Plan in the following amounts: (a) Mr. Fred Lampropoulos, options to acquire 50,000 shares of Common Stock; (b) Mr. Stanger, options toNEOs.

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~~acquire 21,800 shares~~

Table of Common Stock; (c) Mr. Birkett, options to acquire 25,000 shares of Common Stock; (d) Mr. Wright, options to acquire 10,000 shares of Common Stock; (e) Mr. Justin Lampropoulos, options to acquire 20,000 shares of Common Stock; (f) Mr. Frost, options to acquire 20,000 shares of Common Stock; (g) Mr. Stephens, options to acquire 10,000 shares of Common Stock; and (h) Ms. Perry, options to acquire 20,000 shares of Common Stock. Due to the termination of employment of Mr. Stephens and Ms. Perry during the year ended December 31, 2015, the options granted to them during 2015 expired as they were unvested upon the applicable employment termination dates. On January 4, 2016, Mr. Stanger's employment with the Company was terminated, and as such, the options granted to him during 2015 expired as well.Contents

EXECUTIVE COMPENSATION AND RELATED MATTERS

~~Other~~

Employment Agreements

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

~~The Company has~~

We have entered into ~~amended and restated~~ employment agreements (collectively, ~~the “Employment Agreements”~~Employment Agreements) with each of the NEOs. The annual base salaries ~~payable~~paid under the Employment Agreements ~~as adjusted~~ for 2015, were $1,210,000 for Mr. Fred P. Lampropoulos; $405,000 for Mr. Stanger; 275,000 EUR for Mr. Birkett (Mr. Birkett’s base salary was adjusted to $500,000 in November 2015 upon his appointment as the Chief Financial Officer of the Company); $450,000 for Mr. Wright; $500,000 for Mr. Justin J. Lampropoulos; $400,000 for Mr. Frost; $400,000 for Mr. Stephens (before the termination of his employment in 2015); and $400,000 for Ms. Perry (before the termination of her employment in 2015). 2021 were:


Named Executive Officer	Base Salary ⁽¹⁾
Fred P. Lampropoulos	$	1,800,000
Raul Parra	$	600,000
Ronald A. Frost	$	600,000
Brian G. Lloyd	$	600,000
Joseph C. Wright	$	573,077

(1)

The base salary amounts shown above reflect amounts paid to the NEOs during 2021 as reported in the Summary Compensation Table shown on page 73. The annual base salary amounts for fiscal year 2022 as approved by the Compensation Committee are: Mr. F. Lampropoulos, $1,800,000; Mr. Parra $600,000; Mr. Frost, $600,000; Mr. Lloyd, $600,000; and Mr. Wright, $700,000 (effective November 1, 2021 on an interim basis).

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

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

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

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

However, the Compensation Committee believes that such agreements should not include provisions that would obligate a potential acquirer of the Company to make large payouts to the NEOs simply because a change in control has occurred. Because of this concern, the occurrence of a change in control event alone will not trigger any payment obligations to the NEOs under their respective Employment Agreements.Additional change in control payment obligations under the Employment Agreements only arise in the event the NEO’s employment is terminated ~~without “Cause”~~“without Cause” in connection with the change in control or the NEO resigns “for Good Reason” ~~(as~~(with

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each capitalized term in this sentence defined in the Employment ~~Agreements)~~Agreements and described under the heading “Potential Payments Upon Termination or Change in Control—Employment Agreements” below) in connection with a change in control. Thus, the Compensation Committee regards the employment agreements as “double trigger” change in control agreements.

Tax Deductibility and Executive Compensation

Section 162(m) (Section 162(m)) of the Code ~~(“Section 162(m)”)~~ imposes a $1.0 million annual limit on the amount that a public company may deduct for compensation paid to ~~the~~a certain of a company’s officers including its chief executive officer, ~~during a tax year~~chief financial officer, or to any of the company’s three other most highly compensated executive officers ~~who are still employed at the end of the~~for a tax year. ~~The~~For tax years beginning before 2018, the limit ~~does~~did not apply to

compensation that ~~meets~~met the requirements of Section 162(m) for “qualified performance-based” compensation (i.e., compensation paid only if the executive meets pre-established, objective goals based upon performance criteria approved by ~~the Company’s~~our shareholders).

Qualified performance-based awards, such as stock options, issued prior to 2018 remain under certain conditions exempt from Section 162(m) even if exercised after 2017. Because of limited guidance regarding this transition rule, we cannot provide any assurance that it will apply to stock options issued prior to 2018 and exercised after 2017.

The Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) and, ~~attempts,~~ to the extent practical, attempts to implement compensation policies and practices that maximize the potential income tax deductions available to the ~~Company by qualifying such policies and practices as performance-based compensation exempt from the deduction limits of Section 162(m).~~ Company.

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

All compensation paid to the NEOs, other than Mr. Lampropoulos, during ~~fiscal year 2015~~2021 was intended to be deductible under Section 162(m). Although Mr. Lampropoulos’ compensation ~~arrangement~~ for ~~2015~~2021 exceeded the deduction limits of Section 162(m)~~; however,~~, the Compensation Committee approved that compensation amount in order to provide to Mr. F. Lampropoulos with a compensation package that the Compensation Committee considers competitive and in the best interests of the Company and its shareholders. ~~Portions~~

Additionally, under Sections 280G and 4999 of the ~~amounts paid~~Code, our NEOs and other Company executives may be subject to ~~Mr. Stephens~~additional taxes if they receive payments or benefits in connection with a change of control of the Company that exceed certain prescribed limits (so-called Excess Parachute Payments), and ~~Ms. Perry also exceeded~~ the ~~deduction limits~~Company or its successor may not deduct such Excess Parachute Payments. The Company is not obligated to provide any NEO or other executive with a “gross-up” or other reimbursement payment for any tax liability that the executive might owe as a result of ~~Section 162(m);~~the application of Sections 280G or 4999 of the Code. Certain potential future payments described in the table captioned “Termination Without Cause or For Good Reason in Connection with a Change in Control” on page 81 may, however, constitute Excess Parachute Payments that the Compensation Committee approved the payment of those amounts because they resulted, in substantial part, from the payment of separation payments to Mr. Stephens and Ms. Perry associated with the termination of their employment with the Company.

Company or its successor could not fully deduct.

Compensation Policies and Practices Relating to Risk Management

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

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

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~~The Company’s compensation policies and practices are designed to include a significant level of long-term compensation, which discourages short-term risk taking.~~

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

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

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

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

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

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

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

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

The base salaries the Company provides to its employees are generally consistent with salaries paid for comparable positions in the Company’s industry, and provide the Company’s employees with steady income while reducing the incentive for employees to take risks in pursuit of short-term benefits.

The Company’s incentive compensation is capped for some NEOs at levels established by the Compensation Committee, which the Compensation Committee believes reduces the incentive for excessive risk-taking.

~~The Company has established and adopted codes of ethics and business conduct, which are designed to reinforce the balanced compensation objectives established by the Compensation Committee.~~

~~The Company has adopted equity ownership guidelines for its executive officers, which the Compensation Committee believes discourages excessive risk-taking.~~

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

Compensation Committee ~~Consideration of Shareholder Advisory Votes~~

At the Company’s annual meeting of shareholders held on May 21, 2015, the Company submitted the compensation of its executive officers to the Company’s shareholders in a non-binding vote. The Company’s executive compensation program received the support of the holders of more than 90% of the shares represented at the meeting. The Compensation Committee considered the results of the 2015 vote and views the outcome as evidence of strong shareholder support of the Company’s executive compensation decisions and policies. The Compensation Committee will continue to review future shareholder voting results, including the voting results with respect to “Proposal 2 - Advisory Vote on Executive Compensation” described in this Proxy

~~Statement, and determine whether to make any changes to the Company’s executive compensation program in light of such voting results.~~

~~COMPENSATION COMMITTEE REPORT~~

Report

The Compensation Committee establishes and oversees the design and function of ~~the Company’s~~our executive compensation programs.

The ~~undersigned~~ members of the Compensation Committee have reviewed and discussed the foregoing Compensation Discussion and Analysis with the management of the Company and recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy ~~Statement for the 2016 Annual Meeting.~~

Statement.



	~~COMPENSATION COMMITTEE~~

	Compensation Committee: A. Scott Anderson ~~Chairman~~(Chair) F. Ann Millner. Ed. D. Lonny J. Carpenter Stephen C. Evans James T. Hogan

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PROPOSAL 2: Advisory Vote on Executive Compensation

The Board unanimously recommends a vote FOR this proposal

Icon

Description automatically generated

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

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


	~~Franklin J. Miller, M.D.~~
	~~Michael E. Stillabower, M.D.~~ “RESOLVED, that the Company’s shareholders APPROVE, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2022 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures.”

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

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

●	encouraging continuation of our entrepreneurial spirit;

●	attracting and retaining highly-qualified and motivated executives;

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

●	aligning management compensation with shareholder value.

The Board encourages shareholders to review in detail the Compensation Discussion and Analysis beginning on page 40 of this Proxy Statement and the executive compensation tables beginning on page 58 of this Proxy Statement. In light of the information set forth in such sections, the Board believes the compensation of the NEOs for the fiscal year ended December 31, 2021 was fair and reasonable and that our compensation programs and practices are in the best interests of the Company and our shareholders.

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

In the 2017 annual meeting of shareholders, held on May 24, 2017, our shareholders recommended that they be given an opportunity to vote on a Say-on-Pay resolution every year at our annual meeting of shareholders. Consequently, we intend to hold an annual advisory vote on executive compensation until the next “say-on-frequency” vote at our annual meeting of shareholders in 2023 (as required by Section 14A).

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

EXECUTIVE COMPENSATION TABLES ~~AND DISCUSSION~~

Summary Compensation Table ~~for 2015~~

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

		Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	All Other Compensation	Total
Name and Position	Year	($)	($) (1)	($) (2)(3)(4)	($) (4)(5)	($) (6)	($) (7)(8)	($) (3)
Fred P. Lampropoulos	2021	1,800,000	458,501	2,946,700	1,200,059	1,131,840	—	7,537,100
Chair of the Board, CEO and President	2020	1,736,538	—	3,778,119	1,198,851	990,000	—	7,703,508
		2019	1,804,136	—	—	3,008,622	—	236,528	5,049,286

Raul Parra	2021	600,000	101,889	491,090	200,020	251,520	57,980	1,702,499
Chief Financial Officer and Treasurer	2020	586,154	—	693,623	199,804	210,000	66,735	1,756,316
		2019	580,769	—	—	567,126	—	20,873	1,168,768

Ronald A. Frost	2021	600,000	101,889	491,090	200,020	251,520	69,230	1,713,749
Chief Operating Officer	2020	586,154	—	693,623	199,804	210,000	69,231	1,758,812
		2019	598,077	—	—	567,126	—	65,515	1,230,718

Brian G. Lloyd	2021	600,000	101,889	491,090	200,020	251,520	11,885	1,656,404
Chief Legal Officer, Corporate Secretary	2020	586,154	—	693,623	199,804	210,000	—	1,689,581
		2019	600,000	—	—	567,126	—	8,400	1,175,526

Joseph C. Wright	2021	573,077	93,398	491,090	200,020	230,560	51,704	1,639,849
President, International	2020	537,307	—	693,623	199,804	211,501	43,075	1,685,310
		2019	550,000	—	—	567,126	300,000	48,632	1,465,758

(a)

(b)

(c)

(d)

(e)
(f)
(g)
(h)
Salary Bonus Stock Awards Non-Equity Incentive Plan Compensation All Other Compensation Total
Name and Position Year ($) ($) (1) ($) (2) ($) (1) ($) ($)
Fred P. Lampropoulos 2015 1,206,924
—
286,720
449,999
8,825
(4)(5) 1,952,468
Chairman of the Board, 2014 1,108,654
—
199,535
—
114,081
(3)(4) 1,422,270
Chief Executive Officer 2013 887,692
—
—
—
35,094
(3)(4) 922,786
and President

Kent W. Stanger 2015 405,000
—
125,010
—
5,963
(4) 535,973
Chief Financial Officer, 2014 403,654
—
39,907
50,000
5,850
(4) 499,411
Secretary, Treasurer 2013 355,000
25,000
—
—
4,426
(4)(5) 384,426
and Director

Bernard J. Birkett 2015 296,211
32,000
143,360
48,000
132,915
(8) 652,486
Chief Financial Officer (6)

Joseph C. Wright 2015 466,289
—
57,344
187,217
7,477
(4)(5) 718,327
President, Merit (6)
International

Justin J. Lampropoulos 2015 456,009
—
114,688
60,000
42,366
(3)(4) 673,063
Executive Vice President (6)
Sales, Marketing
and Strategy

Ronald A. Frost 2015 384,615
—
114,688
48,000
7,355
(4)(5) 554,658
Chief Operating Officer 2014 317,500
—
99,768
60,000
5,850
(4) 483,118
(6)

Martin R. Stephens 2015 126,154
12,500
57,344
—
651,396
(3)(4)(5)(7) 847,394
Executive Vice President 2014 400,000
—
39,907
240,000
25,818
(3)(4)(5) 705,725
of Sales (former) 2013 400,000
65,000
—
200,000
17,498
(3)(4)(5) 682,498

Rashelle Perry 2015 384,616
2,000
114,688
—
790,977
(3)(4)(7) 1,292,281
Chief Legal Officer 2014 398,654
2,000
99,768
60,000
5,850
(4) 566,272
(former) 2013 350,000
55,000
37,898
—
2,753
(4) 445,651


(1)	Bonus amounts ~~in column (d)~~ represent discretionary bonuses not based solely upon pre-determined performance criteria.

(2)

Stock Awards include the aggregate grant date fair value of PSUs granted to the NEOs in the year shown under our 2018 Incentive ~~bonuses under~~Plan computed in accordance with ASC Topic 718, including the ~~Company’s performance-based annual bonus plan~~portion of Mr. Lampropoulos’ PSU payable in cash (i.e., his PSU Cash Incentive). Such amounts have been calculated in accordance with current financial statement reporting guidance, using the same assumptions the Company used on the grant date for financial statement reporting purposes with respect to our long-term incentive plans, which may not be indicative of the realized value of the awards when they vest. The grant-date fair value of PSUs granted to Mr. Lampropoulos in 2021 includes $1,309,633 of shares and $1,637,067 of potential PSU Cash Incentive, and in 2020 includes $1,849,806 of shares and $1,928,313 of potential PSU Cash Incentive. See footnote 1 to the Grants of Plan-Based Awards table for additional details. The table below shows the

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Free Cash Flow multiplier that was assessed as probable as of each grant date and the grant date fair value of stock awards based on ~~pre-established performance criteria appear in column (f) under the heading “Non-Equity Incentive Plan Compensation.”~~maximum potential attainment.

Description	2021	2020	2019
Probable Grant-Date Free Cash Flow Multiplier	150%	200%	—
Maximum Grant-date fair value of shares-Mr. F. Lampropoulous	$1,746,178	$1,849,806	—
Maximum Grant-date fair value of PSU cash incentive -Mr. F. Lampropoulous	$2,182,755	$1,928,313	—
Maximum Grant-date fair value of shares-Messrs. Parra, Frost, Lloyd and Wright	$654,786	$693,623	—

(3)

On June 22, 2020, we amended the one-year performance period PSU award agreements granted in 2020 for all NEOs to reduce the maximum FCF Multiplier and the FCF Metric amount. There was no incremental fair value recorded in accordance with ASC Topic 718 in connection with this modification, as this amendment reduced the grant date fair value of equity classified awards by $307,137 for Mr. Lampropoulos, and by $115,176 for Messrs. Parra, Frost, Lloyd and Wright. Because ASC Topic 718 does not permit a reduction in compensation cost below the value established at the grant date for equity classified awards, pursuant to the rules of the SEC, this column reports the grant date fair value of the original PSUs and does not reflect the reduction in grant date fair value of the PSUs resulting from the amendments. These amendments also reduced the fair value of the PSU Cash Incentive to Mr. Lampropoulos under his PSU by $383,894, which is reflected in the table above, as ASC Topic 718 does permit a reduction in compensation cost below the grant date fair value for liability classified awards.PSUs granted in 2020 with two and three-year performance periods were not amended.

~~(2)~~(4)

~~The~~Assumptions used in the calculation of these amounts for 2021, 2020, and 2019 are included in ~~column (e)~~footnotes to our audited consolidated financial statements for the years ended December 31, 2021, 2020, and 2019 (which are included in our Annual Reports on Form 10-K filed with the SEC on March 1, 2022, March 1, 2021 and March 2, 2020, respectively).

(5)

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

statement reporting purposes with respect to the Company’s long-term incentive plans. Assumptions used in the calculation of these amounts for 2015, 2014, and 2013 are included in footnotes to the Company’s audited consolidated financial statements for the years ended December 31, 2015, 2014, and 2013 which consolidated financial statements are included in the Company’s Annual Reports on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016, March 5, 2015, and March 12, 2014, respectively. Due to the termination of employment of Mr. Stephens and Ms. Perry during the year ended December 31, 2015, the options granted to them during 2015 expired as they were unvested upon the applicable employment termination dates. On January 4, 2016, Mr. Stanger's employment with the Company was terminated and, as such, the options granted to him during 2015 expired as well.

(6)

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

~~(3)~~(7)

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

●

for the year ended December 31, ~~2015, in the amounts of $10,817~~2021: $57,980 for Mr. ~~Justin Lampropoulos, $18,333~~Parra; $69,230 for Mr. ~~Stephens,~~Frost; $11,885 for Mr. Lloyd; and ~~$185,014~~$51,554 for ~~Ms. Perry; (ii)~~ Mr. Wright.

●

for the year ended December 31, ~~2014, in the amounts of $108,231~~2020: $66,735 for Mr. ~~Fred Lampropoulos and $15,385~~Parra; $69,231 for Mr. ~~Stephens~~Frost; and ~~(iii)~~ $43,075 for Mr. Wright.

●

for the year ended December 31, ~~2013, in the amounts of $29,356~~2019: $228,128 for Mr. ~~Fred Lampropoulos and $15,385~~Lampropoulos; $15,865 for Mr. ~~Stephens. Also,~~Parra; $57,115 for ~~the year ended December 31, 2015,~~ Mr. ~~Justin Lampropoulos received $25,586 in sales commissions.~~Frost; and $40,232 for Mr. Wright.


~~(4)~~(8)	Amounts shown also include matching contributions made by the Company for the benefit of the NEOs to the Company’s 401(k) Plan in the following amounts: ~~(i)~~

●

for the year ended December 31, ~~2015:~~2021: Mr. ~~Fred Lampropoulos, $5,963 ; Mr. Stanger, $5,963; Mr.~~Joseph C. Wright, ~~$5,963; Mr. Justin Lampropoulos, $5,963; Mr. Frost, $5,963; Mr. Stephens, $5,963; and Ms. Perry, $5,963; (ii)~~ $150

●

for the year ended December 31, ~~2014: Mr. Fred~~2019: $8,400 for each of Messrs. Lampropoulos, ~~$5,850; Mr. Stanger, $5,850; Mr. Stephens, $5,850; Ms. Perry, $5,850;~~Frost, Lloyd and ~~Mr. Frost, $5,850;~~Wright, and ~~(iii) for the year ended December 31, 2013: Mr. Fred Lampropoulos, $5,738; Mr. Stanger, $3,031; Mr. Stephens, $1,456; Ms. Perry, $2,753.~~

~~(5)~~

Amounts shown also reflect the incremental travel expenses incurred by the Company for spouses of the following NEOs who attended the Company’s off-site President’s Award recognition event: (i) for the year ended December 31, 2015, Mr. Fred Lampropoulos in the amount of $2,862; Mr. Wright, $1,514; Mr. Frost, $1,392; and Mr. Stephens, $2,100; (ii) for the year ended December 31, 2014, Mr. Stephens in the amount of $4,583; and (iii) for the year ended December 31, 2013, Mr. Stanger in the amount of $1,395 and Mr. Stephens in the amount of $657.

~~(6)~~

Mr. Frost became an NEO on January 1, 2014. Mr. Justin Lampropoulos became an NEO on May 22, 2015. Mr. Wright became an NEO on May 22, 2015. Mr. Birkett became an NEO on November 4, 2015. The foregoing table only presents compensation received for periods in which an NEO acted in that capacity. As such, there is no compensation disclosure provided$5,008 for Mr. ~~Frost for the year ended December 31, 2013, or for Mr. Justin Lampropoulos, Mr. Wright, or Mr. Birkett for the years ended December 31, 2014 and 2013.~~Parra.

~~(7)~~

Mr. Stephens was terminated as an employee on April 14, 2015. Ms. Perry was terminated as an employee on December 1, 2015. The foregoing table sets forth the amount of compensation each NEO received during 2015 for the portion of the year he or she was employed in his or her capacities as an NEO. Mr. Stephens received $625,000 in discretionary severance payments during 2015 in accordance with his separation agreement. Ms. Perry received $600,000 in discretionary severance payments in accordance with her separation agreement. The severance amounts have been included in the column (g).

~~(8)~~

Pursuant to Mr. Birkett's employment agreement, the Company paid the following expenses in connection with Mr. Birkett's relocation from Ireland to the United States: $12,596 for an automobile allowance, $32,085 in educational expenses, $38,700 for a housing allowance, and $28,703 for relocation and travel expenses. A portion of the amounts reflected in this table for Mr. Birkett was calculated using amounts paid to him in Euros, then converted using the average EUR/USD published foreign exchange rates.

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EXECUTIVE COMPENSATION AND RELATED MATTERS

Grants of Plan-Based Awards ~~for 2015~~

The following table sets forth information concerning ~~non-equity based grants~~plan-based awards to the NEOs during the year ended December 31, ~~2015.~~2021.

Named Executive Officer	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)				Estimated Possible Payouts Under Equity Incentive Plan Awards (#) (3)				All other Option Awards: Number of Securities Underlying Options Granted (#) (4)		Exercise Price of Option Awards ($/sh)(5)		Grant Date Fair Value of Stock and Option Awards ($) (4)(6)
			Threshold	Target	Maximum		Threshold	Target	Maximum
Fred P. Lampropoulos	3/19/2021 (1)		375,000	1,000,000	2,500,000		5,333	14,222	35,555		—		—		2,946,700
		N/A (2)		972,000	1,080,000	1,188,000		—	—	—		—		—		—
		3/19/2021		—	—	—		—	—	—		58,083		56.25		1,200,059
Raul Parra	3/19/2021		—	—	—		2,000	5,333	13,333		—		—		491,090
		N/A (2)		216,000	240,000	264,000		—	—	—		—		—		—
		3/19/2021		—	—	—		—	—	—		9,681		56.25		200,020
Ronald A. Frost	3/19/2021		—	—	—		2,000	5,333	13,333		—		—		491,090
		N/A (2)		216,000	240,000	264,000		—	—	—		—		—		—
		3/19/2021		—	—	—		—	—	—		9,681		56.25		200,020
Brian G. Lloyd	3/19/2021		—	—	—		2,000	5,333	13,333		—		—		491,090
		N/A (2)		216,000	240,000	264,000		—	—	—		—		—		—
		3/19/2021		—	—	—		—	—	—		9,681		56.25		200,020
Joseph C. Wright	3/19/2021		—	—	—		2,000	5,333	13,333		—		—		491,090
		N/A (2)		198,000	220,000	242,000		—	—	—		—		—		—
		3/19/2021		—	—	—		—	—	—		9,681		56.25		200,020

Name Granted Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1) All other Option Awards: Number of Securities Underlying Options Granted (#) (2) Exercise Price of Option Awards ($/sh) (3) Grant Date Fair Value of Options Awards ($)

Fred P. Lampropoulos N/A $ 625,000

2/13/2015 50,000
$ 17.27
$ 286,720
Kent W. Stanger N/A $ —

2/13/2015 21,800
$ 17.27
$ 125,010
Bernard J. Birkett N/A $ 114,393

2/13/2015 25,000
$ 17.27
$ 143,360
Joseph C. Wright N/A $ 200,000

2/13/2015 10,000
$ 17.27
$ 57,344
Justin J. Lampropoulos N/A $ 100,000

2/13/2015 20,000
$ 17.27
$ 114,688
Ronald A. Frost N/A $ 80,000

2/13/2015 20,000
$ 17.27
$ 114,688
Martin R. Stephens N/A $ —

2/13/2015 10,000
$ 17.27
$ 57,344
Rashelle Perry N/A $ —

2/13/2015 20,000
$ 17.27
$ 114,688

(1)

The PSU agreements with Mr. Lampropoulos include Target PSU Shares and a Target Cash Incentive. Both the Target PSU Shares and Target Cash Incentive are considered part of an equity incentive plan and are accounted for under ASC Topic 718 because they are based, at least in part, on the price of our shares of Common Stock. However, because there is not a stated number of shares underlying the PSU Cash Incentive, the threshold, target, and maximum payments of the PSU Cash Incentive under Mr. Lampropoulos PSUs have been included in this table under the non-equity incentive plan awards column. These amounts are based upon achievement of the performance measures with respect to the PSU awards granted in 2021. The threshold amount assumes threshold FCF performance and application of the 4^th (bottom) quartile rTSR multiplier, and the maximum amount assumes maximum FCF performance and application of the 1^st (top) quartile rTSR multiplier. See the section “Performance Stock Units (PSUs)” on page 47 for additional details regarding the PSUs, and footnote 2 to the Summary Compensation Table.

~~(1)~~(2)

Listed amounts reflect target and ~~maximum~~threshold incentive performance bonuses for ~~2015. No separate threshold bonus targets were set for~~2021 under our Executive Bonus Plan. Target amounts also reflect the maximum possible payout. For the year ended December 31, ~~2015. Performance-based bonuses earned for 2015 are listed~~2021, each of Messrs. Lampropoulos, Parra, Frost, Lloyd and Wright received 104.8% of the targeted level of their incentive annual performance bonus, as discussed above and as shown in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table ~~set forth~~above.

(3)

Listed amounts reflect threshold, target, and maximum number of shares the named executive officer is eligible to receive based upon achievement of the performance measures with respect to performance stock units granted in 2021. See the section “Performance Stock Units (PSUs)” on page ~~18 above. Mr. Fred Lampropoulos earned a performance-based bonus~~47 for additional details regarding the PSUs. The threshold amount assumes threshold FCF performance and application of ~~$449,999 for 2015; Mr. Birkett earned a performance-based bonus~~the 4^th (bottom) quartile rTSR multiplier, and the maximum amount assumes maximum FCF performance and application of $48,000 for 2015; Mr. Wright earned a performance-based bonus of $187,217 for 2015; Mr. Justin Lampropoulos earned a performance-based bonus of $60,000 for 2015; and Mr. Frost earned $48,000 for 2015. During 2015, the employment of Mr. Stephens and Ms. Perry was terminated. On January 4, 2016, the employment of Mr. Stanger was terminated. As such, those officers were not paid performance bonuses for the year ended December 31, 2015.

1^st (top) quartile rTSR multiplier.

~~(2)~~(4)

Stock ~~Options~~options are NSOs and vest at the rate of ~~20%~~25% per year over ~~five~~four years on the first through the ~~fifth~~fourth anniversaries of the date of the grant. Due to the termination of employment of Mr. Stephens and Ms. Perry during the year ended December 31, 2015, the options granted to them during 2015 expired as they were unvested upon the applicable employment termination dates. On January 4, 2016, Mr. Stanger's employment was terminated, and as such, the options granted to him during 2015, which were all unvested, expired.

~~(3)~~(5)

The exercise price per share ~~under~~for each stock option is the market closing price on the date of the grant.

(6)

The grant-date fair value of PSUs granted to Mr. Lampropoulos includes $1,309,633 of shares and $1,637,067 potential PSU Cash Incentive. See footnote 1 for additional details regarding the PSU cash incentive.

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EXECUTIVE COMPENSATION AND RELATED MATTERS

Outstanding Equity Awards at ~~Year-End~~ ~~2015~~

Year End

The following table provides information on the holdings of stock options and other stock awards by the NEOs as of December 31, ~~2015~~.2021.

		Option Awards					Stock Awards
Named Executive Officer	Grant Date	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable (1)	Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (2)(3)	Market Value of Shares or Units of Stock that Have Not Vested (2)(3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)	Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)
Fred P. Lampropoulos	1/28/2016	50,000	—	16.05	1/28/2023		—	—	—	—
		4/14/2017	160,000	40,000	28.20	4/14/2024		—	—	—	—
		3/2/2018	22,800	15,202	44.80	3/2/2025		—	—	—	—
		3/1/2019	63,660	95,491	55.73	3/1/2026		—	—	—	—
		2/26/2020	25,084	75,250	37.71	2/26/2027		17,680	1,934,797	14,142	1,547,715
	3/19/2021	—	58,083	56.25	3/19/2028		—	—	28,444	3,772,061
Raul Parra	4/14/2017	—	2,000	28.20	4/14/2024		—	—	—	—
	3/2/2018	—	4,000	44.80	3/2/2025		—	—	—	—
	3/1/2019	12,000	18,000	55.73	3/1/2026		—	—	—	—
	2/26/2020	4,181	12,541	37.71	2/26/2027		6,630	413,049	5,302	330,315
	3/19/2021	—	9,681	56.25	3/19/2028		—	—	10,666	664,492
Ronald A. Frost	1/28/2016	20,000	—	16.05	1/28/2023		—	—	—	—
	4/14/2017	40,000	10,000	28.20	4/14/2024		—	—	—	—
	3/2/2018	24,000	16,000	44.80	3/2/2025		—	—	—	—
	3/1/2019	12,000	18,000	55.73	3/1/2026		—	—	—	—
	2/26/2020	4,181	12,541	37.71	2/26/2027		6,630	413,049	5,302	330,315
	3/19/2021	—	9,681	56.25	3/19/2028		—	—	10,666	664,492
Brian G. Lloyd	4/14/2017	20,000	10,000	28.20	4/14/2024		—	—	—	—
	3/2/2018	15,000	10,000	44.80	3/2/2025		—	—	—	—
	3/1/2019	12,000	18,000	55.73	3/1/2026		—	—	—	—
	2/26/2020	4,181	12,541	37.71	2/26/2027		6,630	413,049	5,302	330,315
	3/19/2021	—	9,681	56.25	3/19/2028		—	—	10,666	664,492
Joseph C. Wright	1/28/2016	20,000	—	16.05	1/28/2023		—	—	—	—
	4/14/2017	20,000	5,000	28.20	4/14/2024		—	—	—	—
	3/2/2018	15,000	10,000	44.80	3/2/2025		—	—	—	—
	3/1/2019	12,000	18,000	55.73	3/1/2026		—	—	—	—
	2/26/2020	4,181	12,541	37.71	2/26/2027		6,630	413,049	5,302	330,315
	3/19/2021	—	9,681	56.25	3/19/2028		—	—	10,666	664,492

Number of Securities Number of Securities Option Option
Grant Underlying Unexercised Underlying Unexercised Exercise Expiration
Name Date Options Exercisable Options Unexercisable (1) Price ($) Date
Fred P. Lampropoulos 9/26/2009 25,000
—
13.82 9/26/2016
8/11/2011 96,000
24,000
13.75 8/11/2018
10/4/2014 10,000
40,000
12.06 10/4/2021
2/13/2015 —
50,000
17.27 2/13/2022
Kent W. Stanger 9/26/2009 25,000
—
13.82 9/26/2016
8/11/2011 64,000
16,000
13.75 8/11/2018
10/4/2014 2,000
8,000
12.06 10/4/2021
2/13/2015 —
21,800
17.27 2/13/2022
Bernard J. Birkett 8/11/2011 8,000
2,000
13.75 8/11/2018
10/4/2014 2,000
8,000
12.06 10/4/2021
2/13/2015 —
25,000
17.27 2/13/2022
Joseph C. Wright 8/11/2011 16,000
4,000
13.75 8/11/2018
7/31/2013 4,000
6,000
13.14 7/31/2020
10/4/2014 5,000
20,000
12.06 10/4/2021
2/13/2015 —
10,000
17.27 2/13/2022
Justin J. Lampropoulos 8/11/2011 7,000
7,000
13.75 9/26/2016
7/31/2013 2,000
6,000
13.14 8/11/2018
10/4/2014 5,000
20,000
12.06 10/4/2021
2/13/2015 —
20,000
17.27 2/13/2022
Ronald A. Frost 8/11/2011 12,000
3,000
13.75 8/11/2018
7/31/2013 4,000
6,000
13.14 7/31/2020
10/4/2014 5,000
20,000
12.06 10/4/2021
2/13/2015 —
20,000
17.27 2/13/2022
Martin R. Stephens 8/11/2011 12,000
—
13.75 8/11/2018
Rashelle Perry 8/11/2011 32,000
—
13.75 8/11/2018
7/31/2013 4,000
—
13.14 7/31/2020
10/4/2014 5,000
—
12.06 10/4/2021


(1)	~~Each unvested~~Unvested stock option award ~~vests~~granted in 2021 and 2020 vest 25% each year for four years commencing one year from the grant date. All other outstanding stock option awards held by NEOs vest 20% each year for five years commencing one year from the grant date.

(2)	The market value of unvested PSUs is calculated based on a market price of $62.30 per share, which was the closing price of our Common Stock on December 31, 2021, as reported by Nasdaq.

(3)	Amounts in this column represent PSUs with completed performance periods as of December 31, 2021, and for Mr. Lampropoulos include the cash incentive of $833,333. These PSUs and the underlying shares and cash incentive vested and were issued or paid, as applicable, on February 28, 2022.

(4)

Amounts in this column represent unvested PSUs granted with incomplete performance periods as of December 31, 2021. The figures shown assume that maximum performance is achieved with respect to PSUs issued with ongoing performance periods extending beyond 2021 (including the maximum cash incentives of $666,668 and $2,000,000 for awards with ongoing performance periods granted to for Mr. F. Lampropoulos in 2020 and 2021, respectively) without application of the rTSR multiplier. The assumption of maximum performance is based on prior year performance. If maximum performance is achieved (including the maximum rTSR multiplier) the number and market value of shares and the cash incentive to be issued or paid, as applicable, following vesting of these PSUs would be as follows for 2021: Mr. Lampropoulos: 35,555 Shares ($2,215,077) and $2,500,000 of PSU Cash Incentive (total of $4,715,077), Messrs. Parra, Frost, Lloyd and Wright: 13,333 shares ($830,646) and for 2020: Mr. Lampropoulos: 17,678 Shares ($1,101,339) and $833,335 of PSU Cash Incentive (total of $1,934,643), Messrs. Parra, Frost, Lloyd and Wright: 6,628 shares ($412,924).

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EXECUTIVE COMPENSATION AND RELATED MATTERS

Option Exercises and Stock Awards Vested in ~~2015~~

The following table provides information regarding stock options exercised by each of the NEOs and restricted stock awards (PSUs) that vested during the year ended December 31, ~~2015~~.2021.


	Option Awards		Stock Awards
Named Executive Officer	Number of Shares Acquired on Exercise	Value Realized on Exercise ($) ⁽¹⁾	Number of Shares Acquired on Vesting	Value Realized on Exercise ($) ⁽¹⁾
Fred P. Lampropoulos	—	—	8,840	492,565
Raul Parra	12,000	439,292	3,315	184,712
Ronald A. Frost	45,000	2,080,330	3,315	184,712
Brian G. Lloyd	45,000	1,894,352	3,315	184,712
Joseph C. Wright	35,000	1,821,396	3,315	184,712

Number of Shares Value Realized
Name Granted Acquired on Exercise on Exercise $ (1)
Fred P. Lampropoulos 231,250
2,051,438
Kent W. Stanger 87,500
788,625
Bernard J. Birkett 8,125
69,119
Joseph C. Wright 9,000
73,280
Justin J. Lampropoulos 12,000
67,501
Ronald A. Frost 11,250
89,663
Martin R. Stephens —
—
Rashelle Perry 37,500
310,099


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

Non-Qualified Deferred Compensation ~~for~~ ~~2015~~

Pursuant to the Merit Medical Systems, Inc. Deferred Compensation Plan ~~(the “Deferred~~(Deferred Compensation ~~Plan”~~Plan), NEOs may elect prior to the beginning of each calendar year to defer the receipt of base salary and bonuses earned for the ensuing calendar year. Amounts deferred are credited to an unfunded liability account maintained by the Company on behalf of the applicable NEO, which account is deemed invested in and earns a rate of return based upon certain notational, self-directed investment options offered under the Deferred Compensation Plan. The ~~NEO’s~~NEOs’ accounts under the Deferred Compensation Plan may also be credited with a discretionary employer matching contribution, although no such discretionary contribution was made for ~~2015~~2021 or at any other time since the Deferred Compensation Plan’s inception. Participant account balances under the Deferred Compensation Plan are fully-vested and will be paid by the Company to each NEO upon retirement or separation from employment, or on other specified dates, in a lump sum form or in installments according to a schedule elected in advance by the participant.

The following table sets forth certain information regarding the account ~~balances~~balance and amounts ~~credited under~~with respect to the NEOs who participated in the Deferred Compensation Plan ~~in 2015 with respect to the NEOs.~~during 2021.

	Executive Contributions in Last Fiscal Year ($) ⁽¹⁾	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($) ^{2}	Aggregate Withdrawals / Distributions ($)	Aggregate Balance at Last Fiscal Years End ($)
Named Executive Officer			Aggregate Earnings in Last Fiscal Year ($) ^{2}	Aggregate Withdrawals / Distributions ($)
Ronald A. Frost	—	—	99,286	—	706,298
Joseph C. Wright	—	—	506,270	—	2,810,461

Executive Contributions in Last Fiscal Year Registrant Contributions in Last Fiscal Year Aggregate Earnings in Last Fiscal Year Aggregate Withdrawals/Distributions Aggregate Balance at Last Fiscal Year’s End
Name ($) (1) ($) ($) ($) ($)
Fred Lampropoulos —
—
—
—
—
Kent W. Stanger —
—
(13,643 ) —
154,613
Bernard J. Birkett —
—
—
—
—
Joseph C. Wright —
—
(7,201 ) —
880,875
Justin J. Lampropoulos —
—
—
—
—
Ronald A. Frost 42,769
—
(25,663 ) —
358,918
Martin R. Stephens 82,740
—
10,952
(670,525 ) —
Rashelle Perry —
—
(39,134 ) —
597,968


(1)	These amounts are also reflected in the Summary Compensation Table for the year ended December 31, ~~2015~~2021 as “Salary.”

(2)	Earnings have not been reflected in the Summary Compensation Table for the year ended December 31, 2021 because they do not reflect compensation for services provided.

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EXECUTIVE COMPENSATION AND RELATED MATTERS

The table below shows the funds available for notational investment under the Deferred Compensation Plan and their annual rate of return for the calendar year ended December 31, ~~2015~~.2021. These notational investments were generally the same as the mutual fund investment options offered in ~~2015~~2021 under ~~the Company’s~~our 401(k) Plan:



Name of Fund			Rate of Return
Vanguard VIF REIT Index	40.21	%
DFA VA US Targeted Value	39.68	%
MFS VIT III Mid Cap Value Svc	30.60	%
Vanguard VIF Equity Index	28.55	%
Vanguard VIF Total Stock Market Index Inv	25.64	%
T. Rowe Price Equity Income II	25.22	%
Model Portfolio - Global Growth	18.73	%
T. Rowe Price Blue Chip Growth	17.62	~~11.05~~	%
~~MFS VIT II International Value Svc~~ Model Portfolio - Balanced Growth	15.14	~~6.32~~	%
T. Rowe Price Mid Cap Growth II	14.57	~~6.27~~	%
~~Vanguard VIF REIT Index~~		~~2.22~~	%
~~Vanguard VIF Equity Index~~		~~1.27~~	%
~~PIMCO VIT Total Return Admin~~		~~0.44~~	%
~~Vanguard VIF Total Stock Market Index Inv~~		~~0.37~~	%
~~Nationwide VIT Money Market V~~		—	%
~~Nationwide VIT International Index II~~		~~(1.26~~	)%
~~PIMCO VIT Real Return Admin~~		~~(2.70~~	)%
Vanguard VIF Small Company Growth Inv	14.22	~~(2.75~~	) %
Model Portfolio - Balanced Moderate	12.08	%
Nationwide VIT International Index II	10.53	%
MFS VIT II International Value Svc	10.28	%
Model Portfolio - Balanced Conservative	8.64	%
Model Portfolio - Income with Growth	6.01	~~(3.67~~	) %
PIMCO VIT Real Return Admin	5.59	%
Lazard Retirement Emerging Markets Svc	5.47	%
Nationwide VIT Money Market V	0.00	%
PIMCO VIT Total Return Admin	(1.26)	%
American Funds IS International 2	(1.50)	~~(4.53~~	) %
~~Model Portfolio - Balanced Conservative~~		~~(4.67~~	)%
~~DFA VA US Targeted Value~~		~~(5.23~~	)%
~~Model Portfolio - Balanced Moderate~~		~~(5.54~~	)%
~~Model Portfolio - Balanced Growth~~		~~(6.16~~	)%
~~T. Rowe Price Equity Income II~~		~~(7.11~~	)%
~~Model Portfolio - Global Growth~~		~~(7.33~~	)%
~~Goldman Sachs VIT Mid Cap Value Instl~~		~~(9.24~~	)%
~~Lazard Retirement Emerging Markets Svc~~		~~(20.05~~	)%
~~Van Eck VIP Global Hard Assets Initial~~		~~(33.45~~	)%

Potential Payments Upon Termination or Change in Control

Employment ~~Agreements.~~ Agreements and PSUs

In ~~2010,~~2016, the Company entered into ~~Amended~~an Employment Agreement with each of Messrs. F. Lampropoulos, Frost, Lloyd and ~~Restated~~Wright. These Employment Agreements were amended in 2017. In 2018, the Company entered into an Employment Agreement with Mr. Parra. These Employment Agreements (as ~~subsequently amended the “Employment Agreements”) with each of the NEOs as~~amended) are described further in the ~~Compensation~~“Compensation Discussion and ~~Analysis commencing on page ten~~Analysis” discussion above.

The Employment Agreements and PSU award agreements provide payments and benefits in the event of termination of employment under certain circumstances, including in connection with a ~~change~~Change in ~~control as follows:~~

~~(a)~~ Control. The discussion that follows is only a summary of certain material provisions of the Employment Agreements, PSU award agreements and the 2018 Incentive Plan. This discussion is qualified in its entirety by reference to the full text of the applicable agreement or plan which can be found in the list of exhibits attached to our Annual Report.

Termination Other Than in Connection with a Change in ~~Control~~. Control.

If an Executive’s employment with the Company is terminated for any reason, voluntarily or involuntarily, with or without ~~“Cause”~~Cause (as defined below), other than ~~“in~~in Connection with a Change in ~~Control”~~Control (as defined below), ~~the Company is~~we are obligated to pay the Executive a lump sum cash payment equal to his or her accrued and unpaid base salary and any accrued vacation pay earned but not yet paid through the date of termination, plus a lump sum cash payment equal to the Executive’s accrued annual bonus earned for ~~the Company’s~~our last fiscal year ending immediately prior to the Executive’s date of termination, to the extent not already paid (the sum of such payments hereinafter referred to as ~~the “Accrued Obligations”~~Accrued Obligations). Any additional severance benefit is solely at the discretion of the Company. A termination is deemed to be ~~“in~~ in Connection with a Change in ~~Control”~~Control if it occurs on or within two years after the date of a

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EXECUTIVE COMPENSATION AND RELATED MATTERS

Change in Control or, in the case of involuntary termination without Cause, within six months prior to a Change in Control and in anticipation of the Change in Control. ~~A “Change~~

Change in ~~Control” means: (i)~~Control has the acquisition in one or more integrated transactions by any individual, entity or group of beneficial ownership of more than 30% of either the then outstanding shares of Common Stock or the combined voting power of the then outstanding voting securities of the Company entitledmeaning given to ~~vote generally~~such term in the ~~election of directors; (ii) certain changes~~applicable agreement or plan. The Employment Agreements generally define a Change in Control as:

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

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

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

The PSU award agreements and 2018 Incentive Plan generally define a majority of the Board and (iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company, subject to certain exceptions set forthChange in ~~the Employment Agreements.~~Control as:

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

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

●

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

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

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

~~(b)~~ ~~For~~

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

If an NEO’s employment with the Company is terminated by the NEO for ~~“Good Reason”~~Good Reason (as defined below) in Connection with a Change in Control or by the Company without Cause in Connection with a Change in Control, the Company is obligated to: ~~(i) pay to the NEO any Accrued Obligations to the extent not already paid; (ii) pay to the NEO a cash severance benefit equal to two times (three times~~

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

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

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

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

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

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

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~~solely in the case~~

Table of Mr. Fred Lampropoulos) the sum of (A) the NEO’s annual base salary then in effect, and (B) the NEO’s average annual bonus for the last three full fiscal years ending prior to the Change in Control; (iii) continue to provide group health benefits to the NEO and/or NEO’s eligible spouse and dependent children for two years (three years solely in the case of Mr. Fred Lampropoulos) after the date of the NEO’s termination; (iv) provide the NEO with certain outplacement services at the Company’s expense; and (v) pay or provide to the NEO certain other accrued benefits to the extent not already paid or provided.Contents

EXECUTIVE COMPENSATION AND RELATED MATTERS

~~For purposes of the~~

The Employment Agreements, ~~“Cause” means: (i) the willful~~PSU award agreements and continued failure of an NEO to perform his or her duties after a written demand for substantial performance specifically identifying the deficiencies in the Executive’s performance has been delivered to the NEO by the Board or, in the case of all NEOs other than the CEO, by the CEO; (ii) the willful engaging by an NEO in illegal conduct, intentional misconduct or gross negligence which materially and demonstrably injures the Company; or (iii) violation of written Company policies prohibiting workplace discrimination, sexual harassment, and alcohol or substance abuse. For purposes of 2018 Incentive Plan generally define Cause as:

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

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

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

The Employment Agreements, “Good Reason” means: (i) the Company’s assignment to the NEO upon or within two years after a Change in Control of any duties inconsistent with or that diminishes the NEO’s duties, authority or responsibilities under the terms of the NEO’s Employment Agreement; (ii) the Company’s failure to comply with certain compensation provisions in the Employment Agreements; (iii) the Company requiring the NEO to relocate to another office or location upon or within two years of a Change in Control; (iv) the failure by the Company to require any successor entity to comply with the terms of a respective Employment Agreement; or (v) the NEO’s voluntary resignationPSU award agreements and 2018 Incentive Plan generally define Good Reason as:

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

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

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

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

Termination for ~~any reason, in the NEO’s sole discretion, within 30 days after the date of a Change in Control.~~

~~(c)~~ ~~For~~ Cause or Without Good Reason Following a Change in Control.

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

~~(d)~~ ~~Upon~~

Termination upon Death or Disability.

Upon an NEO’s termination of employment as a result of death or disability, other than in Connection with a Change in Control, the Company is obligated to pay the NEO (or the NEO’s estate) an amount equal to Accrued Obligations plus any additional discretionary severance benefits approved by the Compensation Committee. If an NEO’s employment is terminated after the date of a Change in Control by reason of the NEO’s death, the Company must also continue to provide certain ~~other~~welfare benefits to the NEOs family for a stated period. If an NEO’s employment is terminated after the date of a Change in Control by reason of the NEO’s disability, the Company must also continue to provide certain welfare benefits.

~~If a Change in Control with respect to~~ After the ~~Company results in compensatory payments to an~~end of the applicable performance period under his or her PSU award agreement, each such deceased or disabled NEO ~~including severance benefits and acceleration of vesting of an NEO’s stock options, and if the value of such severance benefits and option acceleration equals or exceeds three times~~(or the NEO’s ~~average W-2 compensation with the Company for the five taxable years preceding the year~~estate) shall also receive a pro rata portion of the Change in Control (the “Base Period Amount”), the Change in Control related payments and option acceleration would result in an “excess parachute payment” under Code Section 280G. An NEO would be subject to a 20% excise tax on, and the Company would be unable to deduct, the amount by which such parachute payments to the NEO exceed the NEO’s Base Period Amount. The Employment Agreements provide thatnumber of shares of Common Stock (and in the ~~event any payments made to an NEO, when added to all other “parachute payments” to the NEO within the meaning~~case of ~~Section 280G~~Mr. Lampropoulos, a pro rata portion of the Code, result in the payment of an “excess parachute payment” to the NEO within the meaning of Sections 280G and 4999 of the Code, then: (i) the cash payments owed to the NEO shall be reduced by the minimum amount necessary to avoid the imposition of an excise or penalty tax on the NEO, provided such reduction does not exceed $1,000, or (ii) in all other cases, the Company must pay to the NEO an additional amount (on a fully-grossed-up, after tax basis) sufficient to put the NEO in the same after-tax positionPSU Cash Incentive) that ~~the NEO~~ would have been received under his or her PSU award agreements had the NEO remained in ~~had payments under~~continuous service with the ~~respective Employment Agreement not been subject to the excise tax under Code Section 4999 (a “Tax Gross-Up Payment”).~~

Company.

Accelerated Stock Option and PSU Vesting Upon a Change in Control.

Under ~~the Company’s 2006~~our 2018 Incentive Plan, ~~and prior stock option plan,~~ all otherwise unvested stock options held by NEOs become fully vested upon a ~~“change~~Change in ~~control” as defined below,~~Control, without regard to whether the NEO terminates employment. ~~The Company’s 2006~~Additionally, the Target PSU Shares under unvested PSU award agreements (and the Target Cash Incentive ~~Plan defines a change in control as (i) certain changes~~ in the ~~majority~~case of the Board within a 24-month period; (ii) the acquisition by any person of 50% or more of the Common Stock or other voting securities; (iii) consummation of a merger or reorganization of the Company in which neither the Company nor another entity controlled by the Company’s shareholders is the surviving entity; (iv) a sale or other disposition of all or substantially all of the Company’s assetsMr. F. Lampropoulos) shall be payable without regard to ~~another entity that is not controlled by the Company’s shareholders; or (v) shareholder approval of a liquidation of the Company.~~otherwise applicable performance conditions.

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Amounts Payable upon a Change in Control without Termination of ~~Employment.~~

Employment

The following table shows for each NEO the intrinsic value of his or her otherwise unvested stock options and PSUs on December 31, ~~2015~~2021 that would have vested had a ~~“change~~“Change in ~~control”~~Control” within the meaning of the Employment Agreements occurred on that ~~date,~~date. For options, the intrinsic value is calculated by multiplying the number of underlying shares by the closing price of Common Stock on the last trading day of ~~2015~~2021 and by then subtracting the applicable option exercise ~~price:~~

Name Intrinsic Value of Stock Options ($)
Fred P. Lampropoulos 443,360
Kent W. Stanger (1 ) 158,456
Bernard J. Birkett 94,920
Joseph C. Wright 195,860
Justin J. Lampropoulos 223,580
Ronald A. Frost 204,220
Martin R. Stephens (2 ) N/A
Rashelle Perry (2 ) N/A

~~(1) The employment~~price. For PSUs, the intrinsic value is calculated by multiplying the Target PSU Shares by the closing price of Common Stock on the last trading day of 2021, and in the case of Mr. ~~Stanger was terminated on January 4, 2016. His~~Lampropoulos includes the Target Cash Incentives of $1,000,000 and $666,667 under unvested ~~stock options expired at that time.~~

~~(2) The employment of Mr. Stephens~~PSU awards granted in 2021 and ~~Ms. Perry was terminated during 2015, at which time unvested options awarded to them expired.~~

2020, respectively. The Employment Agreements do not provide for any additional payments to the NEOs merely upon a Change in Control (i.e., absent a termination of employment of the ~~NEOs.~~NEOs).


Named Executive Officer	Intrinsic Value of Stock Options ($)	Intrinsic Value of Stock Awards (PSUs) ($)	Total ($)
Fred P. Lampropoulos	4,459,211	3,433,807	7,893,018
Raul Parra	623,413	662,623	1,286,036
Ronald A. Frost	1,106,213	662,623	1,768,836
Brian G. Lloyd	1,001,213	662,623	1,663,836
Joseph C. Wright	830,713	662,623	1,493,336

Amounts Payable upon Termination of Employment

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

The following table shows the amounts that would be payable to each NEO if the Company had undergone a ~~“Change~~Change in ~~Control”~~Control within the meaning of the Employment Agreements ~~on December 31, 2015~~ and the NEO’s employment with the Company terminated voluntarily for Good Reason or involuntarily without Cause, in each case, on December 31, ~~2015. The following amounts are~~2021.

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


Named Executive Officer	Salary and Bonus Continuation	Stock Option Vesting Acceleration ($) (1)	Stock Award Vesting Acceleration ($) (2)(3)	Health Plan Coverage Continuation ($) (4)	Deferred Compensation Plan ($) (5)	Total ($)
Fred P. Lampropoulos	7,690,000	4,459,211	3,433,807	51,122	—	15,634,140
Raul Parra	1,523,333	623,413	662,623	32,800	—	2,842,189
Ronald A. Frost	1,440,000	1,106,213	662,623	32,800	706,298	3,947,954
Brian G. Lloyd	1,474,667	1,001,213	662,623	32,800	—	3,171,323
Joseph C. Wright	1,941,001	830,713	662,623	32,800	2,810,461	6,277,618

(a) (b) (c) (d) (e)
(f)

(g)
Salary and Bonus Continuation Stock Option Vesting Acceleration Health Plan Coverage Continuation Deferred Compensation Plan Tax Gross-up Total
Name ($) ($) (1) ($) (2) ($) (3) ($) (4) ($)
Fred P. Lampropoulos 3,927,000
443,360
38,078
—
—
4,408,438
Kent W. Stanger 928,653
158,456
9,184
154,613
—
1,250,906
Bernard J. Birkett (6) 1,058,288
94,920
21,375
—
—
1,174,583
Joseph C. Wright 900,000
195,860
24,575
880,875
—
2,001,310
Justin J. Lampropoulos 1,000,000
223,580
24,447
—
—
1,248,027
Ronald A. Frost 857,600
204,220
24,223
358,918
—
1,444,961
Martin R. Stephens (5) —
— —
—
—
—
Rashelle Perry (5) —
— —
—
—
—

(1)

~~The amounts shown in column (c) represent~~Stock Option Vesting Acceleration represents the intrinsic value of the otherwise unvested stock options held by NEOs on December 31, ~~2015~~2021 calculated by multiplying the number of shares underlying such options by the closing price of Company shares on December 31, ~~2015, the last trading day of 2015~~2021 ($~~18.59 a~~62.30 per share), and by then subtracting the applicable exercise price.


(2)	~~The~~Stock Award Vesting Acceleration represents the intrinsic value of the unvested PSUs on December 31, 2021 calculated by multiplying the Target PSU Shares underlying such awards by the closing price of the Company shares on December 31, 2021 ($62.30 per share).

(3)	Includes the Target Cash Incentives of $1,000,000 and $666,667 for Mr. Lampropoulos under unvested PSU awards granted in 2021 and 2020, respectively.

(4)

Health Plan Coverage Continuation amounts ~~in column (d)~~ represent the estimated future cost of providing continuing Company-paid coverage under the Company’s group health, disability and life insurance plans for the applicable severance period. The estimated amounts are based upon December 31, ~~2015~~2021 actual premium rates, plus a 10% assumed rate of annual premium cost increases.

(5)
~~(3)~~	~~The~~Deferred Compensation Plan amounts ~~in column (e)~~ represent the account balance in each NEO’s Deferred Compensation Plan account as of December 31, ~~2015.~~2021.


~~(4)~~	~~This amount represents the estimated Code Section 280(g) tax gross-up payment.~~


~~(5)~~	~~The employment of Mr. Stephens and Ms. Perry was terminated during 2015. As such, the disclosures in this table are not applicable.~~


~~(6)~~	~~A portion of the amount reflected in column (b) for Mr. Birkett was calculated using amounts paid to him in Euros, then converted using the average EUR/USD published foreign exchange rates.~~

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EXECUTIVE COMPENSATION AND RELATED MATTERS

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

The following table shows the amounts that would be payable to each NEO if the NEO’s employment ~~with the Company~~ had terminated voluntarily for ~~good reason~~Good Reason or involuntarily without Cause, other than in connection with a Change in Control, on December 31, ~~2015~~2021 and ~~the Company~~we had exercised ~~its~~our discretion to pay severance equal to one year’s salary and the annual bonus earned in ~~2015.~~ 2021.

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


Named Executive Officer	Discretionary Severance ($) ⁽¹⁾	Stock Award Vesting Acceleration ($) ⁽²⁾⁽³⁾	Health Plan Coverage Continuation ($)	Deferred Compensation Plan ($) ⁽⁴⁾	Total ($)
Fred P. Lampropoulos	3,390,341	5,058,208 ,579,678	—	—	8,448,549
Raul Parra	953,409	1,011,337	—	—	1,964,746
Ronald A. Frost	953,409	1,011,337	—	706,298	2,671,044
Brian G. Lloyd	953,409	1,011,337	—	—	1,964,746
Joseph C. Wright	1,023,958	1,011,337	—	2,810,461	4,845,756

(a)

(b)
(c)
(d)

(e)
Discretionary Severance Health Plan Coverage Plan Continuation Deferred Compensation Plan Total
Name ($) (1) ($) ($) (2) ($)
Fred Lampropoulos 1,659,999
—
—
1,659,999
Kent W. Stanger 405,000
—
154,613
559,613
Bernard J. Birkett (4) 548,000
—
—
548,000
Joseph C. Wright 637,217
—
880,875
1,518,092
Justin J. Lampropoulos 560,000
—
—
560,000
Ronald A. Frost 448,000
—
358,918
806,918
Martin R. Stephens (3) —
—
—
—
Rashelle Perry (3) —
—
—
—


(1)	Assumes the Company ~~had~~ exercised its discretion to pay severance equal to one year’s salary and the ~~2015~~2021 earned bonus.

(2)

Stock Award Vesting Acceleration represents the pro rata portion of the intrinsic value of unvested PSUs on December 31, 2021, as amended. The ~~amounts~~pro rata portion is based on the number of full months of continuous service compared to the number of months in the performance period. The number of shares expected to be awarded is based on the estimated probable FCF and rTSR multipliers as of December 31, 2021 and is multiplied by the closing price of the Company shares on December 31, 2021 ($62.30 per share) to calculate the intrinsic value.

(3)	For Mr. Lampropoulos, the amount included in this column ~~(d)~~includes the pro rata portion of unvested PSU Cash Incentives of $2,361,111 under unvested PSU award agreements, which is based on the estimated probable FCF and rTSR multipliers as of December 31, 2021.

(4)	Deferred Compensation Plan amounts represent the account balance in the NEO’s Deferred Compensation Plan account as of December 31, ~~2015.~~2021.


~~(3)~~	~~The employment of Mr. Stephens and Ms. Perry was terminated during 2015. As such, the disclosures in the table are not applicable.~~


~~(4)~~	~~Amounts reflected for Mr. Birkett in the foregoing table were calculated using amounts paid to him in Euros, then converted using the average EUR/USD published foreign exchange rate.~~

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

If, on December 31, ~~2015, a~~2021, an NEO had died, his ~~or her~~ employment had been terminated on account of disability, his or her employment had been terminated for Cause, or he ~~or she~~ had voluntarily resigned without Good Reason, whether or not in connection with a ~~change~~Change in ~~control,~~Control, he ~~or she~~ would have been entitled to receive only: ~~(a) his or her accrued salary and bonus earned through December 31, 2015; (b) accrued but unpaid vacation pay through December 31, 2015; (c)~~

●	his accrued salary and bonus earned through December 31, 2021;

●	accrued but unpaid vacation pay through December 31, 2021;

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

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

●	distribution of his Deferred Compensation Plan account balance; and

●

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

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Table of his or her vested account balance from the Company’s 401(k) Plan; (d) the payment of insured benefits, if applicable, under the Company’s broad-based long-term disability insurance or group term life insurance plans; and (e) distribution of his or her Deferred Compensation Plan account balance.Contents

EXECUTIVE COMPENSATION AND RELATED MATTERS

~~DIRECTOR COMPENSATION~~

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve as directors. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of its directors.

~~Cash Compensation Paid to Directors~~

For the year ended December 31, 2015, all non-employee directors of the Company (except for Richard W. Edelman, lead director and F. Ann Millner, Ed.D) received an annual cash retainer of $60,000. Mr. Edelman, in his role as lead director, received an annual cash retainer of $110,000. Dr. Millner, who joined the Board on July 16, 2015, received a prorated amount of $50,959 during the year as an annual retainer. Members of the Audit Committee received $10,000 for their participation on the committee, and the Audit Committee Chair received an annual retainer of $10,000. Members of the Compensation Committee received $7,500 for their participation on the committee, and the Compensation Committee Chair received an additional annual retainer of $7,500. Members of the Nominating Committee (except for Dr. Millner) were paid an additional sum of $5,000 for their participation on the committee. Dr. Millner, who joined the Board during the year, received a prorated amount of $4,246 for her participation on the Nominating Committee. The Nominating Committee Chair received an additional annual retainer of $5,000. All directors are also reimbursed by the Company for their out-of-pocket travel and related expenses incurred in attending all meetings of the Board and its committees or other events of the Company as well as up to $5,000 for educational expenses. Prior to May 2015, each director received $2,000 for each in-person or telephonic board meeting attended.

~~Stock Awards~~

Directors are also eligible to participate in the Company’s equity incentive programs. During the year ended December 31, 2015, each non-employee director who served throughout the entire year received an award of options under the 2006 Incentive Plan to purchase 25,000 shares of Common Stock at an exercise price of $20.27 per share, the per share market closing price on the date of the grant. Dr. Millner, who was appointed as a director on July 16, 2015, received an award of options under the 2006 Incentive Plan to purchase 21,233 shares of Common Stock at an exercise price of $21.98 per share, the per share market closing price on the date of the grant. Director stock options vest over five years at the rate of 20% per year.

~~Director Summary Compensation Table for 2015~~

CEO Pay Ratio

The following ~~table summarizes~~pay ratio and supporting information compares (x) the annual total compensation ~~earned or paid by the Company to non-employee directors~~ for the year ended December 31, ~~2015~~.

2021 of our median employee identified as of December 31, 2021 by taking into account all of our employees other than our CEO, (including full-time and part-time employees and employees on leave) and annualizing permanent employees (full-time and part-time) that did not work a full year, (excluding employees on leave under the Family and Medical Leave Act of 1993, employees called for active military duty, and employees who took an unpaid leave of absence during the period for another reason) (Median Employee) against (y) the annual total compensation of our CEO (as reported in our Summary Compensation Table), as required by Section 953(b) of the Dodd-Frank Act.

As illustrated in the table below, our 2021 CEO pay ratio was 198.2 to 1.

(a) (b) (c) (d) (e) (f)
Name (1) Fees Earned or Paid in Cash ($) Options Awards (2) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total Compensation ($)
Richard W. Edelman 110,000
164,163
—
—
274,163
Nolan E. Karras 94,000
164,163
—
—
258,163
Franklin J. Miller, M.D. 93,500
164,163
—
—
257,663
A. Scott Anderson 90,000
164,163
—
—
254,163
Michael E. Stillabower, M.D. 87,500
164,163
—
—
251,663
F. Ann Millner, Ed.D 55,205
150,901
—
—
206,106


~~(1)~~	2021 Compensation ($)
Fred P. Lampropoulos ~~and Kent W. Stanger served as directors of the Company during the year ended December 31, 2015, but are not identified in the foregoing Director~~⁽¹⁾	7,537,100
Median Employee ⁽²⁾	38,022

(1)	For additional information, see our Summary Compensation Table ~~because of their dual status as NEOs and directors.~~beginning on page 73.

(2)

~~The amounts shown in column (c) reflect~~Amount represents taxable compensation paid, plus the ~~aggregate grant date~~ fair value of ~~all~~ equity awards granted (if applicable) to the ~~directors~~Median Employee during 2021, plus bonus accrued and paid in 2015. The Company calculated these amounts in accordance with financial statement reporting rules, using the same assumptions as the Company used for financial statement reporting purposes pursuant to the Company’s long-term incentive plans. Assumptions used in the calculation of these amounts are included in footnotes to the Company’s audited financial statements for the year ended December 31, 2015. As of December 31, 2015, each non-employee director had outstanding options for the following number of Company shares: Mr. Edelman, ~~165,000;~~ ~~Mr. Karras, 95,000; Dr. Miller,~~ ~~155,000;~~ ~~Mr. Anderson, 68,000; and Dr. Stillabower, 165,000, and Dr. Millner, 21,233.~~

2022.

~~Related Party Transactions~~

~~Joseph C. Wright, President~~

We have reviewed the changes in our employee population and employee compensatory arrangements and determined there have been no changes to our employee population or employee compensatory arrangements that would result in a significant change to our pay ratio disclosure. However, we concluded it would no longer be appropriate to use the median employee identified in 2019 as the median employee in 2020 and 2021 because of ~~Merit International,~~ a ~~division~~change in this employee’s circumstances that makes such employee no longer a representative employee. Accordingly, as permitted by SEC rules, we identified a new median employee for 2020 and 2021 whose 2019 compensation was substantially similar to that of the 2019 median employee based on the same compensation analysis used to select the 2019 median employee.

In calculating the original median employee in 2019, we calculated the annual total compensation (annual taxable compensation, plus the fair value of equity awards granted) for all employees of the Company is(other than the brother-in-law of Fred P. Lampropoulos, the Chairman of the Board, CEO and President of the Company. During the fiscal year ended December 31, 2015, the Company paid to Mr. Wright total compensation of $718,327, as detailed in the Summary Compensation Table set forth on page 18 above.

Justin J. Lampropoulos, Executive Vice President of Global Sales, Marketing & Strategy, a division of the Company, is the son of Fred P. Lampropoulos, the Chairman of the Board, CEO and President of the Company. During the fiscal year ended December 31, 2015, the Company paid to Mr. Justin Lampropoulos total compensation of $673,063, as detailed in the Summary Compensation Table set forth on page 18 above.

~~Charles Wright, Trade Representative of the Company, is the brother-in-law of Fred P. Lampropoulos, the Chairman of the Board, CEO and President of the Company. During~~CEO) for the year ended December 31, ~~2015, the Company paid to Mr. Charles Wright~~2019. We believe that annual total compensation ~~(including salary~~is a consistently applied compensation measure and ~~bonus) of $353,949.~~

~~Matthew Stephens, Sales Representative of~~appropriate for determining the ~~Company, is the son of Martin R. Stephens, former Executive Vice President of Sales. During~~median-paid employee. We used actual annual total compensation (converted, where applicable, to U.S. dollars based on an average annual exchange rate for the year ended December 31, ~~2015,~~2019), and did not make any assumptions or adjustments to the ~~Company paid to Mr. Matthew Stephens total compensation (including salary, bonus and commission)~~amounts determined.

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Table of ~~$211,844.~~Contents

AUDIT MATTERS

Anne-Marie Wright, Vice President of Corporate Communications, is the wife of Fred P. Lampropoulos, the Chairman of the Board, CEO and President of the Company. During the year ended December 31, 2015, the Company paid to Ms. Wright total compensation (including salary, bonus and the value realized on the exercise of stock options) of $170,556.

~~Policies and Procedures Regarding Transactions with Related Parties~~

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

~~Pursuant to its written charter, the~~ AUDIT MATTERS

Audit Committee ~~reviews and approves all “related party transactions” as such term is used by ASC Topic 850~~ ~~Related Party Disclosures~~, or as otherwise required to be disclosed in the Company’s financial statements or periodic filings with the Securities and Exchange Commission, other than (a) grants of stock options made by the Board or any committee thereof or pursuant to an automatic grant plan, or (b) payment of compensation authorized by the Board or any committee thereof. Related party transactions include transactions between the Company, its executive officers and directors. The Company has adopted written policies and procedures regarding the identification of related parties and transactions and the approval process. The Audit Committee will consider each proposed related-party transaction in light of the specific facts and circumstances presented, including but not limited to the risks, costs and benefits to the Company and the availability from other sources of comparable services or products.

~~PRINCIPAL HOLDERS OF VOTING SECURITIES~~

The following table sets forth information as of March 28, 2016, with respect to the beneficial ownership of shares of Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the Common Stock, by each director, by each director nominee, by each NEO and by all directors and executive officers as a group. For each individual and group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 44,285,041 shares of Common Stock outstanding as of March 28, 2016, plus the number of shares of Common Stock that such person or group had the right to acquire on or within 60 days after March 28, 2016. Unless otherwise noted, each person named has sole voting and investment power with respect to the shares indicated.

Principal Shareholders

Number of Shares Percentage of Class

Blackrock, Inc. (1) 5,798,763
13.1 %
55 East 52nd Street, New York, NY 10022

The Vanguard Group, Inc. (1) 3,345,879
7.6 %
100 Vanguard Blvd., Malvern, PA 19355

Janus Capital Management, LLC (1) 2,738,779
6.2 %
151 Detroit Street, Denver, CO 80206

Dimensional Fund Advisors, LP (1) 2,455,719
5.5 %
6300 Bee Cave Road, Building One, Austin, TX 78746

Officers, Directors and Nominees

Fred P. Lampropoulos (2) (3) 1,308,730
2.9 %

Kent W. Stanger (2) (3) 568,391
1.3 %

Michael E. Stillabower, M.D. (3) 134,778
*

Franklin J. Miller, M.D. (3) 117,527
*

Richard W. Edelman (3) 110,000
*

Rashelle Perry (2) (3) 58,636
*

Nolan E. Karras (3) 47,000
*

Ronald A. Frost (2) (3) 40,991
*

Martin R. Stephens (2) (3) 31,729
*

Joseph C. Wright (3) 27,000
*

A. Scott Anderson (3) 18,400
*

Justin L. Lampropoulos (3) 18,000
*

Bernard J. Birkett (3) 16,075
*

Total of Officers and Directors 2,497,257
5.6 %

*~~Represents holdings of less than 1%~~

Report


~~(1)~~	~~Based upon the most recent Schedules 13G available on the website of the Securities and Exchange Commission as of March 28, 2016.~~


~~(2)~~	The computations above include the following share amounts that are held in the Company’s 401(k) Plan on behalf of participants as of March 28, 2016: Mr. Fred Lampropoulos, 92,326 shares; Mr. Stanger, 42,250 shares; Mr. Stephens, 19,729 shares; Ms. Perry, 7,558 shares; Mr. Frost, 15,991 shares; and all executive officers and directors as a group, 177,854 shares.

~~(3)~~

The computations above include the following share amounts that are subject to options exercisable within 60 days after March 28, 2016, none of which have been exercised: Mr. Fred Lampropoulos 141,000 shares; Mr. Stanger 66,000 shares; Mr. Birkett, 15,000 shares; Mr. Wright, 27,000 shares; Mr. Justin Lampropoulos, 18,000 shares; Dr. Miller, 97,000 shares; Dr. Stillabower, 107,000 shares; Mr. Edelman, 107,000 shares; Ms. Perry 41,000 shares; Mr. Karras, 41,000 shares; Mr. Stephens 12,000 shares; Mr. Frost, 25,000 shares; Mr. Anderson, 14,000 shares; and all executive officers and directors as a group, 711,000 shares.

~~PROPOSAL NO. 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

~~Background~~

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

~~Accordingly, the following resolution will be submitted to the Company’s shareholders for approval at the Annual Meeting:~~

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2016 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2015 Summary Compensation Table and the other related tables and disclosures.”

~~As described above under the heading “Compensation Discussion and Analysis~~,” the Board believes the Company’s compensation of the NEOs achieves the primary goals of (i) focusing the Company’s executives on achieving or exceeding measurable performance targets; (ii) encouraging continuation of the Company’s entrepreneurial spirit; (iii) attracting and retaining highly-qualified and motivated executives; (iv) promoting the Company’s guiding principles for adherence to a high ethical environment, as well as health and safety standards; and (v) aligning management compensation with shareholder value. The Board encourages shareholders to review in detail the Compensation Discussion and Analysis beginning on page ten of this Proxy Statement and the executive compensation tables beginning on page 18 of this Proxy Statement. In light of the information set forth in such sections of this Proxy Statement, the Board believes the compensation of the NEOs for the fiscal year ended December 31, 2015 was fair and reasonable and that the Company’s compensation programs and practices are in the best interests of the Company and its shareholders.

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

In the 2011 annual meeting of the Company’s Shareholders, held on May 27, 2011, the Company’s shareholders recommended that they be given an opportunity to vote on a Say-on-Pay resolution every year at the Company’s annual meeting of shareholders. As a result of that vote, the Board currently intends to continue to submit a Say-on-Pay proposal to the Company’s shareholders at each annual meeting of shareholders. The Board expects to ask the Company’s shareholders in 2017 to vote on a proposal regarding the frequency of the vote on future Say-on-Pay proposals as required by Section 14A.

~~Voting~~

~~The Board recommends that shareholders vote FOR approval of the compensation of the NEOs, as disclosed in this Proxy Statement.~~

~~PROPOSAL NO. 3- RATIFICATION OF APPOINTMENT OF INDEPENDENT~~

~~REGISTERED PUBLIC ACCOUNTING FIRM~~

The Audit Committee has recommended, and the Board has appointed, the firm of Deloitte & Touche LLP, (“Deloitte”) independent registered public accountants, to audit the financial statements of the Company for the year ending December 31, 2016, subject to ratification by the Company’s shareholders. Deloitte has acted as the independent public accounting firm for the Company since 1987. The Board anticipates that one or more representatives of Deloitte will be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

~~The Board recommends that shareholders vote FOR ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.~~

~~Fees Paid to the Company’s Independent Certified Public Accounting Firm~~

The following table presents aggregate fees for audits of the Company’s consolidated financial statements and fees billed or other services rendered by Deloitte for the years ended December 31, 2015 and December 31, 2014.

2015 ($) 2014 ($)
Audit Fees (1) 714,683
731,686
Audit-Related (2) 30,405
29,651
Tax (3) 232,001
193,466
All Other (4) —
—

Total 977,089
954,803

~~(1)~~

~~Audit Fees:~~ The aggregate fees billed by Deloitte, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Firms”) for professional services rendered for the audits and reviews of the Company’s financial statements filed with the SEC on Forms 10-K, 10-Q, 8-K and S-3. Audit fees for 2015 and 2014 also include fees for the audit of management’s assessment of the effectiveness of internal control over financial reporting and the audit of the effectiveness of the Company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002.


~~(2)~~	~~Audit-Related Fees:~~ ~~The aggregate fees billed by the Deloitte Firms for all audit-related services, including an audit of the Company’s employee benefit plan.~~


~~(3)~~	~~Tax Fees:~~ ~~The aggregate fees billed by the Deloitte Firms for tax compliance, tax advice and tax planning.~~


~~(4)~~	~~All Other Fees:~~ ~~The Deloitte Firms did not provide any other non-audit services to the Company during the years ended December 31, 2015 and 2014.~~

~~Pre-Approval Policies and Procedures~~

The Audit Committee ensures that the Company engages its independent registered public accounting firm to provide only audit and non-audit services that are compatible with maintaining the independence of its public accountants. The Audit Committee approves or pre-approves all services provided by the Company’s public accountants. Permitted services include audit and audit-related services, tax and other non-audit related services. Certain services are identified as restricted. Restricted services are those services that may not be provided by the Company’s external public accountants, whether identified in statute or determined in the Company’s opinion to be incompatible with the role of an independent auditor. All fees identified in the preceding table were approved by the Audit Committee. During 2015, the Audit Committee reviewed all non-audit services provided by the Company’s independent registered public accounting firm and concluded that the provision of such non-audit services was compatible with maintaining the independence of the external public accountants.

~~AUDIT COMMITTEE REPORT~~

The Audit Committee provides oversight of ~~the Company’s~~our accounting and financial reporting processes, systems of internal accounting and financial controls and the audits of ~~the Company’s~~our financial statements. The Audit Committee reviewed

with ~~the Company’s~~our independent registered public accounting firm and management the financial information included in ~~the Company’s~~our audited financial statements. All members of the Audit Committee are “independent,” as defined in the Nasdaq Marketplace ~~Rules of The Nasdaq Stock Market.~~

Rules.

Management is responsible for ~~the Company’s~~our internal controls and financial reporting process. ~~The Company’s~~Our independent registered public accounting firm is responsible for performing an audit of ~~the Company’s~~our financial statements in accordance with generally accepted auditing standards in the United States of America and for expressing an opinion on those financial statements based on its audit. The Audit Committee reviews these processes on behalf of the Board. The Audit Committee has reviewed and discussed with ~~the Company’s~~our management and ~~its~~our independent registered public accounting firm the audited financial statements contained in ~~the Company’s~~our Annual ~~Report on Form 10-K for the year ended December 31, 2015.~~Report. The Audit Committee has also reviewed and discussed management’s assessment of the effectiveness of ~~the Company’s~~our internal control over financial reporting, and the opinion of ~~the Company’s~~our independent registered public accounting firm on the effectiveness of ~~the Company’s~~our internal control over financial reporting.

The Audit Committee also has discussed with ~~the Company’s~~our independent registered public accounting firm the matters required to be discussed by ~~the Statement on~~ Auditing Standards ~~No. 61 (Communication~~1301 (“AS 1301” Communication with Audit Committee), as amended.

The Audit Committee has received the written disclosures and the letter from ~~the Company’s~~our independent registered public accounting firm required by ~~the Statement on Auditing Standards No. 61,~~AS 1301, as amended, as adopted by the Public Company Accounting Oversight Board, and has discussed with the independent registered public accounting firm its independence. The Audit Committee has also considered whether the provision of the non-audit services described herein under the caption “Proposal No. 5 - Ratification of Appointment of Independent Registered Public Accounting Firm” is compatible with maintaining the independence of the independent registered public accounting firm.

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

Audit Committee

Lynne N. Ward (Chair)

Stephen C. Evans

Thomas J. Gunderson

F. Ann Millner, Ed. D.

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AUDIT MATTERS

Proposal No. 3:Ratification of Appointment of Independent Registered Public Accounting Firm

The Board unanimously recommends a vote FOR this proposal

Icon

Description automatically generated

Subject to shareholder ratification, the ~~Company’s Annual Report on Form 10-K~~Audit Committee has recommended, and the Board has appointed Deloitte to audit the financial statements of the Company for the year ending December 31, 2022. Deloitte has acted as the independent public accounting firm for the Company since 1988.

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

Fees Paid to Our Independent Certified Public Accounting Firm

The following table presents aggregate fees for audits of our consolidated financial statements and fees billed for other services rendered by Deloitte for the years ended December 31, ~~2015,~~2021 and 2020.


	2021 ($)	2020 ($)
Audit Fees ⁽¹⁾	1,378,299	1,173,847
Audit-Related Fees ⁽²⁾	1,002,196	108,075
Tax Fees ⁽³⁾	588,329	532,351
All Other Fees ⁽⁴⁾	—	—
Total	2,968,824	1,814,273

(1)

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

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

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

(4)	All Other Fees: During 2020 fees associated with due diligence services of $75,000 were presented in “All Other Fees.” For comparability, they have been included as Audit-Related Fees in the current year.

Pre-Approval Policies and Procedures

The Audit Committee ensures that the Company engages its independent registered public accounting firm to provide only audit and non-audit services that are compatible with maintaining the independence of its public accountants. The Audit Committee approves or pre-approves all services provided by our public accountants. Permitted services include audit and audit-related services, tax and other non-audit related services. Certain services are identified as restricted. Restricted services are those services that may not be provided by our external public accountants, whether identified in statute or determined in our opinion to be incompatible with the role of an independent auditor. All fees identified in the preceding table were approved by the Audit Committee. During 2021, the Audit Committee reviewed all non-audit services provided by our independent registered public accounting firm and concluded that the provision of such non-audit services was compatible with maintaining the independence of the external public accountants.

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STOCK OWNERSHIP AND TRADING

Principal Holders of Voting Securities

The following table sets forth information as of March 22, 2022, with respect to the beneficial ownership of shares of Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the Common Stock, by each director, by each director nominee, by each NEO and by all directors and executive officers as a group.

For each individual and group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 56,634,691 shares of Common Stock outstanding as of March 22, 2022, plus the number of shares of Common Stock that such person or group had the right to acquire on or within 60 days after March 22, 2022.

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


Principal Shareholders	Number of Shares	Percentage of Outstanding Common Stock
Blackrock, Inc. ⁽¹⁾	8,334,516	14.7%
The Vanguard Group, Inc. ⁽¹⁾	5,737,781	10.1%
William Blair Investment Management, LLC ⁽¹⁾	3,357,638	5.9%
ArrowMark Colorado Holdings, LLC ⁽¹⁾	3,111,000	5.5%

Officers, Directors and Nominees
Fred P. Lampropoulos ^(2) (3)	1,536,815	2.7%
Ronald A. Frost ^{(2) (3)}	162,192	*
Joseph C. Wright ^{(2) (3)}	110,814	*
Brian G. Lloyd ⁽³⁾	88,317	*
A. Scott Anderson ⁽³⁾	83,337	*
F. Ann Millner, Ed.D. ⁽³⁾	72,278	*
Thomas J. Gunderson ⁽³⁾	53,354	*
Raul Parra ^{(2) (3)}	42,686	*
Jill Anderson ⁽³⁾	27,230	*
Lynne N. Ward ⁽³⁾	9,585	*
David K. Floyd	5,772	*
Lonny J. Carpenter	4,558	*
James T. Hogan	4,188	*
Stephen C. Evans	-	*
Laura S. Kaiser	-	*
Michael R. McDonnell	-	*
Total Officers, Directors and Nominees (17 people)	2,203,564	3.8%

* Represents a holding of less than 1.0%

(1)

Based upon the most recent Schedules 13F or 13G available on the SEC’s website as of March 22, 2022, with holdings reported as of December 31, 2021. Number of shares listed represents aggregate number of shares of Common Stock beneficially owned by each reporting person as indicated in the applicable Schedule 13F or 13G report.

(2)	The computations above include the following share amounts that are held in our 401(k) Plan on behalf of participants as of March 22, 2022:

●

Mr. Lampropoulos, 96,522 shares

●

Mr. Frost, 16,265 shares

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STOCK OWNERSHIP AND TRADING

●

Mr. Parra, 2,872 shares

●

All executive officers and directors as a group, 115,676 shares

(3)	The computations above include the following share amounts that are subject to options exercisable within 60 days after March 22, 2022, none of which had been exercised as of such date:


● Mr. Lampropoulos, 458,580 shares	● Dr. Millner, 54,166 shares
● Mr. Frost, 130,783 shares	● Mr. Gunderson, 49,166 shares
● Mr. Wright, 93,783 shares	● Mr. Parra, 32,783 shares
● Mr. Lloyd, 78,783 shares	● Ms. Anderson, 23,892 shares
● Mr. Anderson, 39,166 shares	● All executive officers and directors as a group, 963,523 shares

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) requires directors, certain officers, and greater than ten percent holders of our common stock to file reports indicating their holdings of, and transactions in, our equity securities. Based on the review of these reports and written representations from our directors and the applicable officers, we believe that in 2021 all reports, except one, were timely filed with the ~~Commission.~~SEC. An inadvertently late Form 4 was filed on behalf of A. Scott Anderson, one of our directors, that related to the exercise of stock options on May 17, 2021.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table contains information regarding our equity compensation plans as of December 31, 2021 (in thousands, except weighted-average price):

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	3,871 ⁽¹⁾⁽²⁾	44.70 ⁽³⁾	3,327 ⁽⁴⁾

(1)

Consists of 1,573,417 shares of Common Stock subject to options granted under the Merit Medical Systems, Inc. 2006 Long-Term Incentive Plan, 2,067,000 shares of Common Stock subject to options granted under the 2018 Long-Term Incentive Plan, up to 203,938 shares of Common Stock subject to performance stock units granted under the 2018 Incentive Plan, and 26,226 shares of Common Stock subject to restricted stock units under the 2018 Incentive Plan.

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

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

(4)	Consists of 121,959 shares available to be issued under the 1996 Merit Medical Systems, Inc. Employee Stock Purchase Plan and 3,205,529 shares available to be issued under the 2018 Incentive Plan.

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OTHER PROXY INFORMATION

~~AUDIT COMMITTEE~~

OTHER PROXY INFORMATION

Information about the Annual Meeting and Voting

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

Date, Time and Place of the Annual Meeting

Date:May 19, 2022

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

Place:Online at www.virtualshareholdermeeting.com/MMSI2022

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

This Proxy Statement, the Notice of the 2022 Annual Meeting of Shareholders and the accompanying form of proxy are first being mailed or made available to our shareholders on or about April 7, 2022.

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

The Board has fixed the close of business on March 22, 2022 as the Record Date for determination of shareholders entitled to receive notice of and to vote at the Annual Meeting. As of the Record Date, there were issued and outstanding 56,634,691 shares of Common Stock. The holders of record of the shares of Common Stock on the Record Date entitled to be voted at the Annual Meeting are entitled to cast one vote per share on each matter submitted to a vote at the Annual Meeting.

Method for Electronic Viewing and Printing of the Proxy Materials

The Record Date is March 22, 2022. Shareholders of record on the Record Date will be entitled to notice and to vote, in person or by proxy, at the Annual Meeting and any adjournments or postponements thereof.

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

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OTHER PROXY INFORMATION

~~Nolan E. Karras, Chairman~~

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

Proxies

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

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

●	FORthe election of each of the four director nominees identified in this Proxy Statement;

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

●	FOR the ratification of the appointment of Deloitte to serve as our independent registered public accounting firm for the year ending December 31, 2022.

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

Revocation of Proxies

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

Broker Non-Votes

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

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

Vote Required

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

~~Richard W. Edelman~~

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OTHER PROXY INFORMATION

~~Franklin J. Miller, MD~~

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

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

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

Proposal 3: The proposal to ratify the appointment of Deloitte to serve as our independent registered public accounting firm for the year ending December 31, 2022 requires that the votes cast in favor of the proposal must exceed the votes cast against the proposal.

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

No Dissenters’ Rights of Appraisal

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

Attending the Annual Meeting

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

To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/MMSI2022 and enter the 16-digit control number included on your Notice, on your proxy card, or on the voting instructions that accompanied your proxy materials. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting. If you wish to submit a question before the meeting, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/MMSI2022, type your question into the “Ask a Question” field, and click “Submit.”

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

You may begin to log into the Annual Meeting platform beginning at 1:45 p.m. MDT on May 19, 2022. The Annual Meeting will begin promptly at 2:00 p.m. MDT on May 19, 2022. A list of registered shareholders of record entitled to vote shall be open to any shareholder for any purpose relevant to the Annual Meeting for ten days before the Annual Meeting, during normal business hours, at the Office of the Corporate Secretary. A list of registered shareholders as of the close of business on the Record Date will also be available for examination by the shareholders throughout the meeting at www.virtualshareholdermeeting.com/MMSI2022.

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

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the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page. Technical support will be available starting at 1:45 p.m. MDT on May 19, 2022 and through the conclusion of the meeting.

Proxy Solicitation on Behalf of the Board

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

Methods of Voting

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

Holders of Record

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

●

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

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

●

Voting over the Internet. Shareholders of record can vote on the Internet by accessing the Internet at www.proxyvote.com. As with telephone voting, shareholders can confirm that their votes have been properly recorded. We provide Internet proxy voting to allow shareholders to vote their shares online, with procedures designed to ensure the authenticity and correctness of proxy vote instructions. However, please be aware that shareholders must bear any costs associated with their Internet access, such as usage charges from Internet access providers and telephone companies.

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

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

Telephone and Internet voting facilities for shareholders will be available 24 hours a day and will close at 11:59 P.M. ET on May 18, 2022 for shares held directly and by 11:59 P.M. ET on May 16, 2022 for shares held in the Company’s 401(k) Profit Sharing Plan.

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Holders in “Street Name”

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

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

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

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

Employee 401(k) Profit Sharing Plan Shares

Employees participating and owning shares in the Company’s 401(k) Profit Sharing Plan will receive a voting instruction form. Your executed form will provide voting instructions to the plan trustee. If no instructions are provided, the plan trustee will vote the shares assigned to your plan account in the same proportion as to which it has received instructions from other plan participants. To allow sufficient time for voting, your voting instructions must be received by the trustee by 11:59 P.M. Eastern Time on May 16, 2022. You may not vote your shares held in the Company’s 401(k) Profit Sharing Plan virtually at the Annual Meeting.

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Additional Information and Additional Copies of Proxy Materials

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

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

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

Merit Medical Systems, Inc.

Attn: Brian G. Lloyd, Corporate Secretary

1600 West Merit Parkway

South Jordan, Utah 84095

~~OTHER MATTERS~~

Other Matters

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

~~PROPOSALS OF SHAREHOLDERS~~

Shareholder Proposals for Annual Meeting 2023

If any shareholder intends to present a proposal to be considered for inclusion in ~~the Company’s~~our proxy materials in connection with ~~the Company’s 2017 Annual Meeting~~our 2023 annual meeting of ~~Shareholders,~~shareholders, the proposal must be in proper form (per SEC Regulation 14A, Rule ~~14a-8-Shareholder~~14a-8 - Shareholder Proposals) and received by ~~the~~our Corporate Secretary ~~of the Company on or before~~no later than December ~~26, 2016.~~8, 2022. Nominations of persons for election as directors ~~of the Company~~ must be made consistent with the provisions of ~~the Company’s~~our Bylaws, including the requirement that the shareholder ~~must~~ provide timely notice of the nomination in proper written form to the Secretary of the Company. To be timely with respect to the Company’s 2017 Annual Meeting of Shareholders, a shareholder’s notice to the Company’s Secretary must be delivered to or mailed and received at the principal executive offices of the Company no earlier than December 23, 2016, nor later than January 22, 2017, inour Corporate Secretary.

In accordance with the procedures set forth in ~~the Company’s Bylaws.~~

~~ADDITIONAL INFORMATION~~

~~The Company will provide without charge~~our Bylaws, shareholders who wish to ~~any person from whom~~submit a proposal for consideration at our 2023 annual meeting of shareholders, including a nomination for director, but who do not wish to submit a proposal for inclusion in our proxy ~~is solicited by the Board, upon the written request of that person, a copy~~statement, must deliver notice of the ~~Company’s Annual Report on Form 10-K for~~proposal to our Corporate Secretary at our principal executive offices no earlier than December 20, 2022 and no later than January 19, 2023. Such proposals must contain all information required by our Bylaws. If the ~~fiscal year ended December 31, 2015, including the financial statements~~month and ~~schedules thereto (as well as exhibits thereto, if specifically requested), required to be filed~~

~~with the Commission. Written requests for that information should be directed to the Secretary~~day of the ~~Company at 1600 West Merit Parkway, South Jordan, Utah 84095.~~

~~DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS~~

~~The Company will deliver one copy~~next annual meeting is advanced or delayed by more than 30 calendar days from the month and day of the annual meeting to which this Proxy Statement ~~to each address where multiple record holders~~relates, we will inform our shareholders of ~~its Common Stock reside, unless it has received instructions from~~the change in a ~~shareholder to~~timely manner, as well as any change in the ~~contrary. The Company will promptly deliver another copy~~date by which proposals of shareholders must be received.

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Non-GAAP Financial Measures

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

●	non-GAAP gross margin;

●	non-GAAP net income; and

●	non-GAAP earnings per share

non-gaap financial measures

Non-GAAP Gross Margin: Non-GAAP gross margin is calculated by reducing GAAP cost of sales by amounts recorded for amortization of intangible assets, certain inventory write-offs and inventory mark-up related to acquisitions.

Non-GAAP Net Income: Non-GAAP net income is calculated by adjusting GAAP net income for certain items which are deemed by Merit’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to new acquisitions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, government proceedings or changes in tax or industry regulations, debt issuance costs, and gains or losses on disposal of certain assets, as well as other items set forth in the tables below.

Non-GAAP Earnings Per Share: Non-GAAP earnings per share is defined as non-GAAP net income divided by the diluted shares outstanding for the corresponding period.

Our management team uses these and other non-GAAP financial measures to evaluate our profitability and efficiency, to compare operating results to prior periods, to evaluate changes in the operating results of our operating segments, and to measure and allocate financial resources internally. Our Board and Compensation Committee may also use these non-GAAP financial measures to assess the performance of certain of our NEOs. Neither our management nor our Board or Compensation Committee consider any ~~holder~~such non-GAAP measures in isolation or as an alternative to such measures determined in accordance with GAAP.

You should consider non-GAAP measures used in this Proxy Statement in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures generally exclude some, but not all, items that may affect our financial results. In addition, they are subject to inherent limitations as they reflect the exercise of ~~its Common Stock living at~~judgment by management about which items are excluded. We believe it is useful to exclude such items in the calculation of non-GAAP net income, non-GAAP earnings per share and non-GAAP gross margin (in each case, as further illustrated in the reconciliation tables below) because such amounts in any specific period may not directly correlate to the underlying performance of our business operations and can vary significantly between periods as a ~~shared address where it has delivered only one~~result of factors such as such new acquisitions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, government proceedings or

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changes in tax or industry regulations, debt issuance costs, and gains or losses on disposal of certain assets. We may incur similar types of expenses in the future, and the non-GAAP information included in this Proxy ~~Statement. Stockholders wishing to receive another copy~~Statement should not be viewed as a statement or indication that these types of expenses will not recur. Additionally, the non-GAAP financial measures used in this Proxy Statement may ~~deliver such request in writing~~not be comparable with similarly titled measures of other companies. We urge readers to review the reconciliations of our non-GAAP financial measures to the ~~Secretary~~comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business or results of ~~the Company at 1600 West Merit Parkway, South Jordan, Utah 84095.~~operations.

Tables reconciling our 2021, 2020, 2019, 2018 and 2017 non-GAAP gross margin, non-GAAP net income and non-GAAP earnings per share to equivalent GAAP measures are included below:

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

to Non-GAAP Net Income and earnings per share

(Unaudited, in thousands except per share amounts)


	Year Ended December 31, 2021
	Pre-Tax		Tax Impact		After-Tax			Per Share Impact
GAAP net income	$	53,917	$	(5,463)		$	48,454	$	0.84

Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles		42,453		(10,543)			31,910		0.56
Inventory write-off ⁽¹⁾		1,620		(202)			1,418		0.02
Operating expenses
Contingent consideration benefit		3,161		52			3,213		0.06
Impairment charges		4,283		(481)			3,802		0.07
Amortization of intangibles		7,183		(1,798)			5,385		0.09
Performance-based share-based compensation ⁽²⁾		5,035		(604)			4,431		0.08
Corporate transformation and restructuring ⁽³⁾		18,649		(4,620)			14,029		0.24
Acquisition-related		8,473		(2,100)			6,373		0.11
Medical Device Regulation expenses ⁽⁴⁾		4,036		(1,001)			3,035		0.05
Other ⁽⁵⁾		16,652		(2,977)			13,675		0.24
Other (Income) Expense
Amortization of long-term debt issuance costs		604		(150)			454		0.01

Non-GAAP net income	$	166,066	$	(29,887)		$	136,179	$	2.37

Diluted shares								57,359

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

to Non-GAAP Net Income and earnings per share

(Unaudited, in thousands except per share amounts)


	Year Ended December 31, 2020
	Pre-Tax		Tax Impact		After-Tax			Per Share Impact
GAAP net income	$	(13,231)	$	3,388		$	(9,843)	$	(0.18)

Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles		50,696		(13,065)			37,631		0.67
Inventory write-off ⁽¹⁾		1,752		(465)			1,287		0.02
Inventory mark-up related to acquisitions		191		(49)			142		0.00
Operating expenses
Contingent consideration benefit		(7,960)		466			(7,494)		(0.13)
Impairment charges		36,504		(7,115)			29,389		0.52
Amortization of intangibles		7,943		(2,141)			5,802		0.10
Performance-based share-based compensation ⁽²⁾		3,735		(475)			3,260		0.06
Corporate transformation and restructuring ⁽³⁾		14,175		(3,700)			10,475		0.19
Acquisition-related		1,229		(317)			912		0.02
Medical Device Regulation expenses ⁽⁴⁾		1,379		(359)			1,020		0.02
Other ⁽⁵⁾		24,438		(3,815)			20,623		0.37
Other (Income) Expense
Amortization of long-term debt issuance costs		604		(155)			449		0.01
Gain on disposal of business unit		(517)		133			(384)		(0.01)

Non-GAAP net income	$	120,938	$	(27,669)		$	93,269	$	1.65

Diluted shares								56,374

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Reconciliation of GAAP Net Income and earnings per share

to Non-GAAP Net Income and earnings per share

(Unaudited, in thousands except per share amounts)


	Year Ended December 31, 2019
	Pre-Tax		Tax Impact		After-Tax			Per Share Impact
GAAP net income	$	2,193	$	3,258		$	5,451	$	0.10

Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles		49,707		(12,730)			36,977		0.66
Inventory mark-up related to acquisitions		1,122		(289)			833		0.01
Operating expenses
Contingent consideration benefit		(232)		(47)			(279)		(0.00)
Impairment charges		23,750		(6,113)			17,637		0.31
Amortization of intangibles		10,964		(2,884)			8,080		0.14
Corporate restructuring ⁽⁶⁾		5,551		(1,433)			4,118		0.07
Acquisition-related		3,497		(743)			2,754		0.05
Medical Device Regulation expenses ⁽⁴⁾		562		(98)			464		0.01
Other ⁽⁵⁾		7,282		(1,874)			5,408		0.10
Other (Income) Expense
Amortization of long-term debt issuance costs		821		(211)			610		0.01
Tax expense related to restructuring ⁽⁷⁾		—		93			93		0.00

Non-GAAP net income	$	105,217	$	(23,071)		$	82,146	$	1.46

Diluted shares								56,235

~~MERIT MEDICAL SYSTEMS, INC.~~

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~~1600 W MERIT PKWY~~

Reconciliation of GAAP Net Income and earnings per share

to Non-GAAP Net Income and earnings per share

(Unaudited, in thousands except per share amounts)


	Year Ended December 31, 2018
	Pre-Tax		Tax Impact		After-Tax			Per Share Impact
GAAP net income	$	49,519	$	(7,502)		$	42,017	$	0.78

Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles		31,795		(8,123)			23,672		0.43
Inventory mark-up related to acquisitions		5,233		(1,347)			3,886		0.07
Operating expenses
Contingent consideration benefit		(698)		(21)			(719)		(0.01)
Impairment charges		657		(169)			488		0.01
Amortization of intangibles		9,438		(2,503)			6,935		0.12
Corporate restructuring ⁽⁶⁾		920		(205)			715		0.01
Acquisition-related		7,584		(1,679)			5,905		0.11
Other ⁽⁵⁾		6,445		(1,659)			4,786		0.09
Other (Income) Expense
Amortization of long-term debt issuance costs		804		(207)			597		0.01
Tax expense related to tax reform ⁽⁸⁾		—		3,005			3,005		0.06

Non-GAAP net income	$	111,697	$	(20,410)		$	91,287	$	1.69

Diluted shares								53,931

~~SOUTH JORDAN, UT 84095~~

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Reconciliation of GAAP Net Income and earnings per share

to Non-GAAP Net Income and earnings per share

(Unaudited, in thousands except per share amounts)


	Year Ended December 31, 2017
	Pre-Tax		Tax Impact		After-Tax			Per Share Impact
GAAP net income	$	35,881	$	(8,358)		$	27,523	$	0.55

Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles		20,705		(7,550)			13,155		0.26
Inventory mark-up related to acquisitions		3,400		(1,253)			2,147		0.04
Operating expenses
Contingent consideration benefit		(298)		116			(182)		(0.00)
Impairment charges		809		—			809		0.02
Amortization of intangibles		6,111		(2,324)			3,787		0.07
Corporate restructuring ⁽⁶⁾		2,185		(847)			1,338		0.03
Acquisition-related		6,648		(2,048)			4,600		0.09
Other ⁽⁵⁾		24,931		(5,075)			19,856		0.40
Other (Income) Expense
Gain on bargain purchase ⁽⁹⁾		(11,039)		—			(11,039)		(0.22)
Amortization of long-term debt issuance costs		685		(267)			418		0.01
Tax expense related to tax reform ⁽⁸⁾		—		1,855			1,855		0.04

Non-GAAP net income	$	90,018	$	(25,751)		$	64,267	$	1.28

Diluted shares								50,101

(1)	Represents the write-off of inventory related to the divestiture or exit of certain businesses or product lines.

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

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

(4)	Represents incremental expenses incurred to comply with the Medical Device Regulation (MDR) in Europe.

(5)

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

(6)	Includes severance related to corporate initiatives, and in 2019 write-offs and valuation adjustments of other long-term assets associated with restructuring activities.

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

(8)	Represents net tax impact related to the enactment of the Tax Cuts and Jobs Act.

(9)	Represents the gain on bargain purchase realized from the acquisition of the critical care division of Argon Medical Devices, Inc.

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Reconciliation of Reported Gross Margin (GAAP)

to Non-GAAP Gross Margin (Non-GAAP)

(Unaudited, as a percentage of reported revenue)


	Year Ended
	December 31,
	2021	2020	2019	2018	2017
Reported Gross Margin	45.2%	41.6%	43.5%	44.7%	44.8%

Add back impact of:
Amortization of intangibles	4.0%	5.3%	5.0%	3.6%	2.8%
Inventory write-off ⁽¹⁾	0.2%	0.2%	—	—	—
Inventory mark-up related to acquisitions	—	0.0%	0.1%	0.6%	0.5%
Non-GAAP Gross Margin	49.3%	47.1%	48.6%	48.9%	48.1%

(1)	Represents write-off of inventory related to the divestiture or exit of certain businesses or product lines.

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VOTE BY INTERNET -

Before The Meeting – Go towww.proxyvote.com

Use the Internet to transmit your voting instructions

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

on May 18, 2022 for shares held directly and by 11:59 P.M. Eastern Time

on May 16, 2022 for shares held in

the ~~day before the cut-off date or meeting date.~~ Merit Medical Systems, Inc. 401(k) Profit Sharing Plan.

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

and follow the instructions to obtain your records

and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~

~~If you would like~~

During The Meeting – Go to ~~reduce~~www.virtualshareholdermeeting.com/MMSI2022

You may attend the ~~costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically~~meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using~~ the Internet and ~~when prompted, indicate~~vote during the meeting.

Have the information that ~~you agree to receive or access proxy materials electronically~~is printed in ~~future years.~~

the box marked by the arrow available

and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

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

Vote by 11:59 P.M. Eastern Time on May 18, 2022 for shares held directly

and by 11:59 P.M. Eastern Time on May 16, 2022 for shares held

in the ~~day before the cut-off date or meeting date.~~ Merit Medical Systems, Inc. 401(k) Profit Sharing Plan.

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

VOTE BY MAIL

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

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

NY 11717.



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

86 | Understand. Innovate. Deliver.^TM

Table of Contents

OTHER PROXY INFORMATION

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.



MERIT MEDICAL SYSTEMS, INC. The Board of Directors recommends you vote FOR ~~each of~~ the following:
1.	~~Election~~ The election of four (4) directors to the Merit Medical Systems, Inc. Board of Directors					~~For~~	~~Withhold~~	for a three (3) year term or until their successors are elected and qualified. Nominees: For ~~All~~	~~To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.~~Against Abstain
	~~Nominees~~				~~All~~	~~All~~	~~Except~~
		o	o	o
~~01) Richard W. Edelman~~
~~02) Michael E. Stillabower, M.D.~~
~~03)~~ 1a. F. Ann Millner ~~Ed.D.~~					[ ] [ ] [ ]
	1b. Thomas J. Gunderson				[ ] [ ] [ ]
	1c. Laura S. Kaiser				[ ] [ ] [ ]
	1d. Michael R. McDonnell				[ ] [ ] [ ]

The Board of Directors recommends you vote FOR proposals ~~2. through~~2 and 3.:							For Against Abstain
2.	~~Proposal to approve, on an~~ Approval of a non-binding, advisory ~~basis,~~resolution approving the compensation of the Company's named executive ~~officers.~~officers as described in the Merit Medical Systems, Inc. Proxy Statement.					~~o o o~~ [ ] [ ] [ ]
3.
3.	Ratification of the Audit Committee’s appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm of the Company for the year ending December 31, ~~2016.~~2022.					~~o o o~~ [ ] [ ] [ ]

NOTE: ~~To transact~~ In their discretion, proxies are authorized to vote upon such other business as may properly come before the meeting or any postponement or adjournment of the meeting.

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

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

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

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

partnership name by authorized officer.





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

www.merit.com | 87

Table of Contents

OTHER PROXY INFORMATION

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

The Notice and Proxy Statement and Annual Report ~~Notice & Proxy Statement is/~~are available at ~~www.proxyvote.com.~~

www.proxyvote.com.

MERIT MEDICAL SYSTEMS, INC.

Annual Meeting of Shareholders

May ~~26, 2016 3:~~19, 2022, 2:00 PM

(Mountain Time)

This proxy is solicited by the Board of ~~Director~~

Directors

The undersigned hereby appoints Fred P. Lampropoulos, Brian G. Lloyd and ~~Bernard J. Birkett~~Raul Parra and each of them, as proxies, with full power of substitution, and hereby authorizes each of them to represent and vote, as designated below, all shares of the common stock of Merit Medical Systems, Inc., a Utah corporation (the “Company”), held of record by the undersigned on March ~~28, 2016~~22, 2022 at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually via live webcast at ~~the Company’s corporate offices, 1600 West Merit Parkway, South Jordan, Utah 84095,~~www.virtualshareholdermeeting.com/MMSI2022, on Thursday, May ~~26, 2016,~~19, 2022, at 3:2:00 p.m., ~~local time,~~Mountain Time, or at any adjournment or postponement thereof, upon the matters set forth below, all in accordance with and as more fully described in the accompanying Notice of Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged.

This proxy also provides voting instructions to the Trustee of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and directs such Trustee to vote at the Annual Meeting all of the shares of the Company's Common Stock which are allocated to the undersigned's employee plan account in the manner directed on the reverse side of this card. If no direction is given or if direction is received after May 16, 2022, the Trustee will vote the shares in the same proportion as to which it has received instructions from other plan participants.

This proxy card, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' ~~recommendations.~~

recommendations (FOR Proposals 1 through 3) and in the discretion of the proxies, or Trustee of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan, as applicable, upon such other matters as may properly come before the Annual Meeting. The undersigned shareholder may revoke this proxy card at any time before it is voted at the Annual Meeting by executing and returning a proxy card bearing a later date by mail, by voting via the Internet, by filing with the Secretary of the Company, at the address set forth above, a written notice of revocation bearing a later date than the proxy card being revoked, or by voting the Common Stock covered thereby in person at the Annual Meeting.

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

88 | Understand. Innovate. Deliver.^TM




Filed by the Registrant x [x]

Filed by a Party other than the Registrant o [ ]

Check the appropriate box:
o
[ ]	Preliminary Proxy Statement
[ ]			o Confidential, for Use of the
x ~~Definitive Proxy Statement~~		Commission Only (as permitted by Rule 14a-6(e)(2))
o [x]	Definitive Proxy Statement
[ ]	Definitive Additional Materials			~~Rule 14a-6(e)(2))~~
o [ ]	Soliciting Material ~~Pursuant to~~under §240.14a-12



x Merit Medical Systems, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[x]	No fee required.



o [ ]	Fee paid previously with preliminary materials

[ ]	Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and ~~0-11.~~0-11


~~(1)~~ Date and Time	~~To elect three~~ Access	Record Date

May 19, 2022 2:00 p.m. Mountain Daylight Time	Webcast www.virtualshareholdermeeting.com /MMSI2022	March 22, 2022 Only shareholders of record on the Record Date may vote

Proposals		Board’s Recommendation	More Information
1	Elect four directors, ~~of the Company,~~each to serve until ~~the Annual Meeting of the Company’s Shareholders in 2019 and until their respective successors have been duly elected and qualified;~~


~~(1)~~	~~Title of each class of securities to which transaction applies:~~


~~(2)~~	~~Aggregate number of securities to which transaction applies:~~


o 1	Notice of 2022 Annual Meeting of Shareholders	~~Fee paid previously~~	Purpose of these materials: On behalf of our Board of Directors, we are making these materials available to you in connection with ~~preliminary materials.~~our solicitation of proxies for our Annual Meeting. You are receiving this communication because you hold shares of Merit’s stock. What we need from you: Please read these materials and submit your vote and proxy by telephone, Internet or, if you received your materials by mail, by completing and returning your proxy card. We ask that you vote in advance as soon as practicable. More information: The Notice, this Proxy Statement and the accompanying form of proxy are first being mailed or made available to our shareholders on or about April 7, 2022. This Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (Annual Report) are available online at: www.proxyvote.com. You may also request a paper copy of the Annual Report, including the related financial statements and schedules, free of charge, by writing to the Corporate Secretary at the address below (principal executive offices of the company): Merit Medical Systems, Inc. Attn: Corporate Secretary 1600 West Merit Parkway South Jordan, UT 84095
2	Proxy Summary
5	Corporate Governance and Related Matters
5	Proposal 1 – Election of Directors
8	Directors Whose Terms of Office Continue
12	Director Whose Term of Office Does Not Continue
13	Our Board of Directors
24	Sustainability
31	Director Compensation
32	Related Person Matters
34	Executive Compensation and Related Matters
34	Executive Summary
40	Compensation Discussion and Analysis
57	Proposal 2– Advisory Vote on Executive Compensation
58	Executive Compensation Tables
58	Summary Compensation Table
60	Grants of Plan-Based Awards
61	Outstanding Equity Awards at Year End
62	Option Exercises and Stock Awards Vested
62	Non-Qualified Deferred Compensation
63	Potential Payments Upon Termination or Change in Control
68	CEO Pay Ratio
69	Audit Matters
69	Audit Committee Report
70	Proposal 3–Ratification of Appointment of Independent Registered Public Accounting Firm
71	Stock Ownership and Trading
71	Principal Holders of Voting Securities
73	Other Proxy Information
73	Information About the Annual Meeting and Voting
78	Other Matters
78	Shareholder Proposals for Annual Meeting 2023
79	Non-GAAP Financial Measures



o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

2025	FOR each nominee	Page 5
~~(2)~~ 2	~~To conduct an~~ Non-binding, advisory vote ~~on a non-binding resolution~~ to approve ~~the compensation of the Company’s~~ named executive ~~officers;~~

officer compensation (“Say on Pay”)	FOR	Page 57
~~(3)~~ 3	~~To consider and vote upon a proposal to ratify the~~ Ratify appointment of Deloitte & Touche LLP as ~~the~~our independent registered public accounting firm ~~of the Company for the year ending December 31, 2016;~~	FOR	Page 70


~~(4)~~	~~To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.~~



	~~Bernard J. Birkett~~
~~April 11, 2016~~	~~Chief Financial Officer and Treasurer~~

Canada)		(cast your ballot, sign proxy card and post)
▪								~~Matters being submitted to~~ Phone and Internet voting will close at 11:59 P.M. Eastern Time on May 18, 2022 but voting by Internet will open again during the ~~shareholders;~~meeting (see below). Voting instructions for shares held in the Company’s 401(k) Profit Sharing Plan must be received by 11:59 P.M. Eastern Time on May 16, 2022 and

	such shares may not be voted during the meeting. Holders in “street name” must instruct their broker or nominee.
▪								~~Information concerning voting in person at the Annual Meeting.~~


~~(1)~~	~~Amount Previously Paid:~~


~~(2)~~	~~Form, Schedule or Registration Statement No.:~~


~~(3)~~	~~Filing Party:~~


~~(4)~~	~~Date Filed:~~

	PROPOSAL 1: Election of Four Nominees for Director (See page 5)
1. The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.				~~Annual Report~~

The Board recommends a Vote FOR each nominee
2.								~~Notice & Proxy Statement~~



	~~Page~~

~~Solicitation of Proxies~~	1

~~Voting~~	1

~~Proposal No. 1 - Election of Directors~~	3

~~Corporate Governance~~	5

~~Executive Officers~~	9

~~Compensation Discussion and Analysis~~	10

~~Compensation Committee Report~~	17

~~Executive Compensation Tables and Discussion~~	18

~~Director Compensation~~	27

~~Principal Holders of Voting Securities~~	29

~~Proposal No. 2 -~~ PROPOSAL 2: Advisory Vote on Executive Compensation	32 (Say-On-Pay) (See page 57)
The Board of Directors recommends that you vote FOR this “Say-on-Pay” advisory proposal because our compensation program attracts top talent commensurate with our peers and reinforces our “Pay for Performance” philosophy.		The Board recommends a Vote FOR this proposal
~~Proposal No. 3 - Ratification of~~ PROPOSAL 3: Ratify Appointment of Independent Registered Public Accounting Firm(See page 70)
We have selected Deloitte & Touche LLP (Deloitte) to serve as our independent registered public accounting firm for the year ending December 31, 2022 because Deloitte is an independent firm with reasonable fees and has significant industry and financial reporting expertise.		The Board recommends a Vote FOR this proposal


		Director	Term		Board Committees
Name, Primary Occupation	Age	Since	Expires	Independent	A	C	F	ESG	O
F. Ann Millner, Ed.D. Regents Professor of Health Administrative Services at Weber State Univ.	70	2015	⁽¹⁾	Yes		●		□
THOMAS J. GUNDERSON Retired Medtech Analyst at Piper Jaffray	71	2017	⁽¹⁾	Yes	●		□
Laura S. Kaiser President & CEO of SSM Health	61	-	⁽¹⁾	Yes	⁽²⁾	⁽²⁾	⁽²⁾	⁽²⁾	⁽²⁾
Michael R. McDonnell Executive Vice President & CFO of Biogen, Inc.	58	-	⁽¹⁾	Yes	⁽²⁾	⁽²⁾	⁽²⁾	⁽²⁾	⁽²⁾
Fred P. Lampropoulos Chair, President & CEO of Merit	72	1987	2024	No					●
A. Scott Anderson President & CEO of Zions Bank	75	2011	2024	Yes		□		●
Lynne N. ward Former Executive Director of my529 (formerly Utah Educational Savings Plan)	63	2019	2024	Yes	□		●	●
STEPHEN C. EVANS Founder, Chairman & CEO of Flag Bridge Global Solutions, LLC; Rear Admiral (Ret.) and Former Special Advisor to the Commander, U.S. Navy	57	2021	2024	Yes	●	●
Lonny J. Carpenter Former Group President, Stryker Corporation	60	2020	2023	Yes		●	●		□
David K. Floyd Former Group President, Stryker Corporation	61	2020	2023	Yes				●	●
James T. Hogan Former President, Latin America, of Medtronic Inc.	65	2020	2023	Yes	●	●			●

		33
□: Committee Chair	A: Audit Committee	F: Finance Committee	O: Operating Committee
~~Audit~~ ●: Committee ~~Report~~Member	C: Compensation and Talent Development Committee	ESG: Environmental, Social and Governance Committee

	33
Environment		Foundations for Growth
Prioritized reduction of environmental footprint by continuing to implement programs to reduce waste, conserve resources and improve the areas where we do business		Implemented Company-wide initiatives through our Foundations for Growth program to reduce operating expenses and increase profitability

		34
Consistent with our strong interest in shareholder engagement and our pay-for-performance approach, the Compensation and Talent Development Committee of our Board (Compensation Committee) has continued to refine our executive compensation program to encourage alignment between the interests of our executives and shareholders. Shareholders have shown strong support for our executive compensation program, with 98% of shareholders represented at our 2021 annual meeting voting in favor of it.

~~Proposals of Shareholders~~		34
			We pay for performance
~~Additional Information~~	69% 69% of CEO’s Target Compensation package is performance-based	34

~~Delivery~~ 56% 56% of ~~Documents to Security Holders Sharing an Address~~		35 other named executive officers’ target compensation package is performance-based

		Governance Highlights
		The Board believes good governance is integral to achieving long-term value and is committed to governance policies and practices that benefit the Company and our shareholders. This belief is manifest in:
		● Increased director diversity and number of independent directors on the Board ● Enhanced oversight of sustainable business practices ● Implementation of an executive compensation program, including long-term performance stock units and cash bonuses, designed to align executive compensation with Company performance ● Restrictions on short-term trading, short sales, option trading and hedging transactions by our officers, directors and other designated employees ● Increased focus on oversight of enterprise risk management, led by the Operating Committee of the Board (Operating Committee)	● Strong and active lead independent director ● Majority voting for all directors ● Enhanced annual Board and committee evaluation processes ● Adopted political activity policy to reinforce Merit’s commitment to being a responsible corporate citizen ● Regular executive sessions of independent directors ● Robust code of ethics ● No shareholder rights plan (“poison pill”) or dual class capitalization structure ● Annual “say-on-pay” advisory votes



(a)	(b)	(c)	(d)	(e)	(f)	(g)		(h)
		Salary	Bonus	Stock Awards	Non-Equity Incentive Plan Compensation	All Other Compensation		Total
Name and Position	Year	($)	($) (1)	($) (2)	($) (1)	($)		($)
Fred P. Lampropoulos	2015	1,206,924	—	286,720	449,999	8,825	(4)(5)	1,952,468
Chairman of the Board,	2014	1,108,654	—	199,535	—	114,081	(3)(4)	1,422,270
Chief Executive Officer	2013	887,692	—	—	—	35,094	(3)(4)	922,786
and President

Kent W. Stanger	2015	405,000	—	125,010	—	5,963	(4)	535,973
Chief Financial Officer,	2014	403,654	—	39,907	50,000	5,850	(4)	499,411
Secretary, Treasurer	2013	355,000	25,000	—	—	4,426	(4)(5)	384,426
and Director

Bernard J. Birkett	2015	296,211	32,000	143,360	48,000	132,915	(8)	652,486
Chief Financial Officer							(6)

Joseph C. Wright	2015	466,289	—	57,344	187,217	7,477	(4)(5)	718,327
President, Merit							(6)
International

Justin J. Lampropoulos	2015	456,009	—	114,688	60,000	42,366	(3)(4)	673,063
Executive Vice President							(6)
Sales, Marketing
and Strategy

Ronald A. Frost	2015	384,615	—	114,688	48,000	7,355	(4)(5)	554,658
Chief Operating Officer	2014	317,500	—	99,768	60,000	5,850	(4)	483,118
							(6)

Martin R. Stephens	2015	126,154	12,500	57,344	—	651,396	(3)(4)(5)(7)	847,394
Executive Vice President	2014	400,000	—	39,907	240,000	25,818	(3)(4)(5)	705,725
of Sales (former)	2013	400,000	65,000	—	200,000	17,498	(3)(4)(5)	682,498

Rashelle Perry	2015	384,616	2,000	114,688	—	790,977	(3)(4)(7)	1,292,281
Chief Legal Officer	2014	398,654	2,000	99,768	60,000	5,850	(4)	566,272
(former)	2013	350,000	55,000	37,898	—	2,753	(4)	445,651



Name Granted	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1)		All other Option Awards: Number of Securities Underlying Options Granted (#) (2)	Exercise Price of Option Awards ($/sh) (3)		Grant Date Fair Value of Options Awards ($)

Fred P. Lampropoulos	N/A	$	625,000
	2/13/2015			50,000	$	17.27	$	286,720
Kent W. Stanger	N/A	$	—
	2/13/2015			21,800	$	17.27	$	125,010
Bernard J. Birkett	N/A	$	114,393
	2/13/2015			25,000	$	17.27	$	143,360
Joseph C. Wright	N/A	$	200,000
	2/13/2015			10,000	$	17.27	$	57,344
Justin J. Lampropoulos	N/A	$	100,000
	2/13/2015			20,000	$	17.27	$	114,688
Ronald A. Frost	N/A	$	80,000
	2/13/2015			20,000	$	17.27	$	114,688
Martin R. Stephens	N/A	$	—
	2/13/2015			10,000	$	17.27	$	57,344
Rashelle Perry	N/A	$	—
	2/13/2015			20,000	$	17.27	$	114,688



		Number of Securities	Number of Securities	Option	Option
	Grant	Underlying Unexercised	Underlying Unexercised	Exercise	Expiration
Name	Date	Options Exercisable	Options Unexercisable (1)	Price ($)	Date
Fred P. Lampropoulos	9/26/2009	25,000	—	13.82	9/26/2016
	8/11/2011	96,000	24,000	13.75	8/11/2018
	10/4/2014	10,000	40,000	12.06	10/4/2021
	2/13/2015	—	50,000	17.27	2/13/2022
Kent W. Stanger	9/26/2009	25,000	—	13.82	9/26/2016
	8/11/2011	64,000	16,000	13.75	8/11/2018
	10/4/2014	2,000	8,000	12.06	10/4/2021
	2/13/2015	—	21,800	17.27	2/13/2022
Bernard J. Birkett	8/11/2011	8,000	2,000	13.75	8/11/2018
	10/4/2014	2,000	8,000	12.06	10/4/2021
	2/13/2015	—	25,000	17.27	2/13/2022
Joseph C. Wright	8/11/2011	16,000	4,000	13.75	8/11/2018
	7/31/2013	4,000	6,000	13.14	7/31/2020
	10/4/2014	5,000	20,000	12.06	10/4/2021
	2/13/2015	—	10,000	17.27	2/13/2022
Justin J. Lampropoulos	8/11/2011	7,000	7,000	13.75	9/26/2016
	7/31/2013	2,000	6,000	13.14	8/11/2018
	10/4/2014	5,000	20,000	12.06	10/4/2021
	2/13/2015	—	20,000	17.27	2/13/2022
Ronald A. Frost	8/11/2011	12,000	3,000	13.75	8/11/2018
	7/31/2013	4,000	6,000	13.14	7/31/2020
	10/4/2014	5,000	20,000	12.06	10/4/2021
	2/13/2015	—	20,000	17.27	2/13/2022
Martin R. Stephens	8/11/2011	12,000	—	13.75	8/11/2018
Rashelle Perry	8/11/2011	32,000	—	13.75	8/11/2018
	7/31/2013	4,000	—	13.14	7/31/2020
	10/4/2014	5,000	—	12.06	10/4/2021



	Number of Shares	Value Realized
Name Granted	Acquired on Exercise	on Exercise $ (1)
Fred P. Lampropoulos	231,250	2,051,438
Kent W. Stanger	87,500	788,625
Bernard J. Birkett	8,125	69,119
Joseph C. Wright	9,000	73,280
Justin J. Lampropoulos	12,000	67,501
Ronald A. Frost	11,250	89,663
Martin R. Stephens	—	—
Rashelle Perry	37,500	310,099



	Executive Contributions in Last Fiscal Year	Registrant Contributions in Last Fiscal Year	Aggregate Earnings in Last Fiscal Year		Aggregate Withdrawals/Distributions		Aggregate Balance at Last Fiscal Year’s End
Name	($) (1)	($)	($)		($)		($)
Fred Lampropoulos	—	—	—		—		—
Kent W. Stanger	—	—	(13,643	)	—		154,613
Bernard J. Birkett	—	—	—		—		—
Joseph C. Wright	—	—	(7,201	)	—		880,875
Justin J. Lampropoulos	—	—	—		—		—
Ronald A. Frost	42,769	—	(25,663	)	—		358,918
Martin R. Stephens	82,740	—	10,952		(670,525	)	—
Rashelle Perry	—	—	(39,134	)	—		597,968



Name			Intrinsic Value of Stock Options ($)
Fred P. Lampropoulos			443,360
Kent W. Stanger	(1	)	158,456
Bernard J. Birkett			94,920
Joseph C. Wright			195,860
Justin J. Lampropoulos			223,580
Ronald A. Frost			204,220
Martin R. Stephens	(2	)	N/A
Rashelle Perry	(2	)	N/A



(a)		(b)	(c)	(d)	(e)	(f)	(g)
		Salary and Bonus Continuation	Stock Option Vesting Acceleration	Health Plan Coverage Continuation	Deferred Compensation Plan	Tax Gross-up	Total
Name		($)	($) (1)	($) (2)	($) (3)	($) (4)	($)
Fred P. Lampropoulos		3,927,000	443,360	38,078	—	—	4,408,438
Kent W. Stanger		928,653	158,456	9,184	154,613	—	1,250,906
Bernard J. Birkett	(6)	1,058,288	94,920	21,375	—	—	1,174,583
Joseph C. Wright		900,000	195,860	24,575	880,875	—	2,001,310
Justin J. Lampropoulos		1,000,000	223,580	24,447	—	—	1,248,027
Ronald A. Frost		857,600	204,220	24,223	358,918	—	1,444,961
Martin R. Stephens	(5)	—	—	—	—	—	—
Rashelle Perry	(5)	—	—	—	—	—	—



(a)		(b)	(c)	(d)	(e)
		Discretionary Severance	Health Plan Coverage Plan Continuation	Deferred Compensation Plan	Total
Name		($) (1)	($)	($) (2)	($)
Fred Lampropoulos		1,659,999	—	—	1,659,999
Kent W. Stanger		405,000	—	154,613	559,613
Bernard J. Birkett	(4)	548,000	—	—	548,000
Joseph C. Wright		637,217	—	880,875	1,518,092
Justin J. Lampropoulos		560,000	—	—	560,000
Ronald A. Frost		448,000	—	358,918	806,918
Martin R. Stephens	(3)	—	—	—	—
Rashelle Perry	(3)	—	—	—	—



(a)	(b)	(c)	(d)	(e)	(f)
Name (1)	Fees Earned or Paid in Cash ($)	Options Awards (2)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total Compensation ($)
Richard W. Edelman	110,000	164,163	—	—	274,163
Nolan E. Karras	94,000	164,163	—	—	258,163
Franklin J. Miller, M.D.	93,500	164,163	—	—	257,663
A. Scott Anderson	90,000	164,163	—	—	254,163
Michael E. Stillabower, M.D.	87,500	164,163	—	—	251,663
F. Ann Millner, Ed.D	55,205	150,901	—	—	206,106



Principal Shareholders	Number of Shares	Percentage of Class

Blackrock, Inc. (1)	5,798,763	13.1	%
55 East 52nd Street, New York, NY 10022

The Vanguard Group, Inc. (1)	3,345,879	7.6	%
100 Vanguard Blvd., Malvern, PA 19355

Janus Capital Management, LLC (1)	2,738,779	6.2	%
151 Detroit Street, Denver, CO 80206

Dimensional Fund Advisors, LP (1)	2,455,719	5.5	%
6300 Bee Cave Road, Building One, Austin, TX 78746


Officers, Directors and Nominees

Fred P. Lampropoulos (2) (3)	1,308,730	2.9	%

Kent W. Stanger (2) (3)	568,391	1.3	%

Michael E. Stillabower, M.D. (3)	134,778	*

Franklin J. Miller, M.D. (3)	117,527	*

Richard W. Edelman (3)	110,000	*

Rashelle Perry (2) (3)	58,636	*

Nolan E. Karras (3)	47,000	*

Ronald A. Frost (2) (3)	40,991	*

Martin R. Stephens (2) (3)	31,729	*

Joseph C. Wright (3)	27,000	*

A. Scott Anderson (3)	18,400	*

Justin L. Lampropoulos (3)	18,000	*

Bernard J. Birkett (3)	16,075	*

Total of Officers and Directors	2,497,257	5.6	%



	2015 ($)	2014 ($)
Audit Fees (1)	714,683	731,686
Audit-Related (2)	30,405	29,651
Tax (3)	232,001	193,466
All Other (4)	—	—

Total	977,089	954,803