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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2024, 2023, 2022, 2021 and 2020. The table below contains information about the relationship between compensation actually paid, as computed in accordance with SEC rules, to our CEO and non-PEO NEOs as a group, and our financial performance for the five years 2020 – 2024. The cumulative Total Stockholder Return depicts a hypothetical $100 investment in our Common Stock on December 31, 2019, and shows the value of that investment over time for each calendar year. A hypothetical $100 investment in NASDAQ Stocks (SIC 3840-3849 US Companies Surgical, Medical, and Dental Instruments and Supplies) using the same methodology is shown for comparison. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

Value of Initial Fixed $100 Investment Based on:

Year

Summary
Compensation
Total for the
Principal
Executive
Officer (“PEO”)

Compensation
Actually Paid
to the PEO

Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
(“NEO”s)

Average
Compensation
Actually Paid to
Non-PEO NEOs

Total Shareholder Return

Peer Group Total
Shareholder
Return

Net
Income
(loss)
($ in thousands)

Non-GAAP
Operating
Margin
(%)

(a)

(b)(1)

(c)(1)(2)

(d)(3)

(e)(2)(3)

(f)

(g)(4)

(h)(5)

(i)(6)(7)

2024

10,381,624

16,384,953

3,198,132

5,427,843

309.61

145.08

120,357

19.0%

2023

10,052,664

9,799,372

2,740,977

2,715,268

243.19

126.48

94,411

17.2%

2022

8,128,833

12,087,645

2,091,141

2,009,224

226.12

119.56

74,516

15.5%

2021

7,537,100

10,691,399

1,678,125

2,266,274

199.50

170.06

48,454

14.4%

2020

7,703,508

12,603,991

1,722,505

2,903,044

177.78

147.10

(9,843)

13.2%

(1)

Fred P. Lampropoulos was the PEO for all five years in the table.

(2)

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

Summary Compensation Table Total

Subtract Stock Awards

Add Year-End Equity Value

Change in Value of Prior Equity Awards

Add Change in Value of Vested Equity Awards

Subtract Value of Equity Awards that Failed to Meet Vesting Conditions

Compensation Actually Paid

Year

Executives

($)

($)

($)

($)

($)

($)

($)

2024

PEO

10,381,624

(7,132,948)

9,763,994

3,355,811

16,472

16,384,953

Non-PEO NEOs

3,198,132

(2,124,680)

3,197,053

1,103,844

53,494

5,427,843

2023

PEO

10,052,664

(6,816,214)

7,053,611

(62,418)

(428,271)

9,799,372

Non-PEO NEOs

2,740,977

(1,704,065)

1,763,413

9,312

(94,369)

2,715,268

2022

PEO

8,128,833

(5,330,097)

5,376,613

1,434,847

2,477,449

12,087,645

Non-PEO NEOs

2,091,141

(980,076)

819,171

211,296

253,211

(385,519)

2,009,224

2021

PEO

7,537,100

(4,146,759)

5,567,123

756,685

977,250

10,691,399

Non-PEO NEOs

1,678,125

(691,110)

927,825

170,049

181,385

2,266,274

2020

PEO

7,703,508

(4,976,970)

5,425,560

2,390,685

2,061,208

12,603,991

Non-PEO NEOs

1,722,505

(893,427)

834,434

557,540

681,992

2,903,044

(3)

For 2024 and 2023, Raul Parra, Neil W. Peterson, Brian G. Lloyd and Joseph C. Wright were the Non-PEO NEOs. For 2022, Raul Parra, Neil W. Peterson, Brian G. Lloyd, Joseph C. Wright and Ronald A. Frost were the Non-PEO NEOs. For 2021 and 2020, Raul Parra, Ronald A. Frost, Brian G. Lloyd and Joseph C. Wright were the Non-PEO NEOs.

(4)

Peer Group Total Shareholder return is based on NASDAQ Stocks (SIC 3840-3849 US Companies Surgical, Medical, and Dental Instruments and Supplies) (the NASDAQ Peer Group). The NASDAQ Peer Group is the peer group used by the

Company for the purposes of item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The companies included in the NASDAQ Peer Group are set forth on Appendix A attached hereto. The NASDAQ Peer Group was prepared by Zacks Investment Research, Inc. and is used with permission. All rights reserved. Copyright 1980-2025. Index Data: Copyright NASDAQ OMX, Inc.

(5)

This column represents our net earnings (in millions) as reported in conformance with GAAP.

(6)

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

(7)

Beginning in 2024, consulting expenses associated with initiatives conducted under our FFG Program are not adjusted as part of its non-GAAP financial measures. As a result, Merit’s Non-GAAP Operating Margin for prior periods has been recast for comparability.

       
Company Selected Measure Name Non-GAAPOperatingMargin        
Named Executive Officers, Footnote

(1)

Fred P. Lampropoulos was the PEO for all five years in the table.

(3)

For 2024 and 2023, Raul Parra, Neil W. Peterson, Brian G. Lloyd and Joseph C. Wright were the Non-PEO NEOs. For 2022, Raul Parra, Neil W. Peterson, Brian G. Lloyd, Joseph C. Wright and Ronald A. Frost were the Non-PEO NEOs. For 2021 and 2020, Raul Parra, Ronald A. Frost, Brian G. Lloyd and Joseph C. Wright were the Non-PEO NEOs.

       
Peer Group Issuers, Footnote

(4)

Peer Group Total Shareholder return is based on NASDAQ Stocks (SIC 3840-3849 US Companies Surgical, Medical, and Dental Instruments and Supplies) (the NASDAQ Peer Group). The NASDAQ Peer Group is the peer group used by the

Company for the purposes of item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The companies included in the NASDAQ Peer Group are set forth on Appendix A attached hereto. The NASDAQ Peer Group was prepared by Zacks Investment Research, Inc. and is used with permission. All rights reserved. Copyright 1980-2025. Index Data: Copyright NASDAQ OMX, Inc.

       
PEO Total Compensation Amount $ 10,381,624 $ 10,052,664 $ 8,128,833 $ 7,537,100 $ 7,703,508
PEO Actually Paid Compensation Amount $ 16,384,953 9,799,372 12,087,645 10,691,399 12,603,991
Adjustment To PEO Compensation, Footnote

(2)

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

Summary Compensation Table Total

Subtract Stock Awards

Add Year-End Equity Value

Change in Value of Prior Equity Awards

Add Change in Value of Vested Equity Awards

Subtract Value of Equity Awards that Failed to Meet Vesting Conditions

Compensation Actually Paid

Year

Executives

($)

($)

($)

($)

($)

($)

($)

2024

PEO

10,381,624

(7,132,948)

9,763,994

3,355,811

16,472

16,384,953

Non-PEO NEOs

3,198,132

(2,124,680)

3,197,053

1,103,844

53,494

5,427,843

2023

PEO

10,052,664

(6,816,214)

7,053,611

(62,418)

(428,271)

9,799,372

Non-PEO NEOs

2,740,977

(1,704,065)

1,763,413

9,312

(94,369)

2,715,268

2022

PEO

8,128,833

(5,330,097)

5,376,613

1,434,847

2,477,449

12,087,645

Non-PEO NEOs

2,091,141

(980,076)

819,171

211,296

253,211

(385,519)

2,009,224

2021

PEO

7,537,100

(4,146,759)

5,567,123

756,685

977,250

10,691,399

Non-PEO NEOs

1,678,125

(691,110)

927,825

170,049

181,385

2,266,274

2020

PEO

7,703,508

(4,976,970)

5,425,560

2,390,685

2,061,208

12,603,991

Non-PEO NEOs

1,722,505

(893,427)

834,434

557,540

681,992

2,903,044

       
Non-PEO NEO Average Total Compensation Amount $ 3,198,132 2,740,977 2,091,141 1,678,125 1,722,505
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,427,843 2,715,268 2,009,224 2,266,274 2,903,044
Adjustment to Non-PEO NEO Compensation Footnote

(2)

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

Summary Compensation Table Total

Subtract Stock Awards

Add Year-End Equity Value

Change in Value of Prior Equity Awards

Add Change in Value of Vested Equity Awards

Subtract Value of Equity Awards that Failed to Meet Vesting Conditions

Compensation Actually Paid

Year

Executives

($)

($)

($)

($)

($)

($)

($)

2024

PEO

10,381,624

(7,132,948)

9,763,994

3,355,811

16,472

16,384,953

Non-PEO NEOs

3,198,132

(2,124,680)

3,197,053

1,103,844

53,494

5,427,843

2023

PEO

10,052,664

(6,816,214)

7,053,611

(62,418)

(428,271)

9,799,372

Non-PEO NEOs

2,740,977

(1,704,065)

1,763,413

9,312

(94,369)

2,715,268

2022

PEO

8,128,833

(5,330,097)

5,376,613

1,434,847

2,477,449

12,087,645

Non-PEO NEOs

2,091,141

(980,076)

819,171

211,296

253,211

(385,519)

2,009,224

2021

PEO

7,537,100

(4,146,759)

5,567,123

756,685

977,250

10,691,399

Non-PEO NEOs

1,678,125

(691,110)

927,825

170,049

181,385

2,266,274

2020

PEO

7,703,508

(4,976,970)

5,425,560

2,390,685

2,061,208

12,603,991

Non-PEO NEOs

1,722,505

(893,427)

834,434

557,540

681,992

2,903,044

       
Compensation Actually Paid vs. Total Shareholder Return

Graphic

(1)

TSR represents the value of a $100 investment in our Common Stock, assuming reinvestment of dividends, as measured at each fiscal year end.

(2)

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

       
Compensation Actually Paid vs. Net Income

Graphic

       
Compensation Actually Paid vs. Company Selected Measure

Graphic

       
Total Shareholder Return Vs Peer Group

Graphic

(1)

TSR represents the value of a $100 investment in our Common Stock, assuming reinvestment of dividends, as measured at each fiscal year end.

(2)

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

       
Tabular List, Table

The following table identifies the five most important financial and strategic measures used by our Compensation Committee to link the “compensation actually paid” (CAP) to our NEOs in 2024, as calculated in accordance with Item 402(v) of Regulation S-K, to company performance. For a discussion regarding the manner in which these financial performance measures are tied to the compensation of our NEOs, refer to the section above entitled “Compensation Discussion and Analysis.”

Most Important Performance Measures

Net Sales

Total Shareholder Return and Peer Group Total Shareholder Return

Non-GAAP Operating margin

Non-GAAP Earnings per share

Adjusted Free Cash Flow (Non-GAAP)

For the year ended December 31, 2024, the most important financial measures we identified linking our CAP to our NEOs to the Company performance are net sales, total shareholder return, non-GAAP operating margin, non-GAAP EPS and adjusted free cash flow.

       
Total Shareholder Return Amount $ 309.61 243.19 226.12 199.5 177.78
Peer Group Total Shareholder Return Amount 145.08 126.48 119.56 170.06 147.1
Net Income (Loss) $ 120,357,000 $ 94,411,000 $ 74,516,000 $ 48,454,000 $ (9,843,000)
Company Selected Measure Amount 19 17.2 15.5 14.4 13.2
PEO Name Fred P. Lampropoulos        
Measure:: 1          
Pay vs Performance Disclosure          
Name Net Sales        
Measure:: 2          
Pay vs Performance Disclosure          
Name Total Shareholder Return and Peer Group Total Shareholder Return        
Measure:: 3          
Pay vs Performance Disclosure          
Name Non-GAAP Operating margin        
Non-GAAP Measure Description

(6)

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

       
Measure:: 4          
Pay vs Performance Disclosure          
Name Non-GAAP Earnings per share        
Measure:: 5          
Pay vs Performance Disclosure          
Name Adjusted Free Cash Flow (Non-GAAP)        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (7,132,948) $ (6,816,214) $ (5,330,097) $ (4,146,759) $ (4,976,970)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,763,994 7,053,611 5,376,613 5,567,123 5,425,560
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,355,811 (62,418) 1,434,847 756,685 2,390,685
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 16,472 (428,271) 2,477,449 977,250 2,061,208
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,124,680) (1,704,065) (980,076) (691,110) (893,427)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,197,053 1,763,413 819,171 927,825 834,434
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,103,844 9,312 211,296 170,049 557,540
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 53,494 $ (94,369) 253,211 $ 181,385 $ 681,992
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ (385,519)