InfuSystem Holdings, Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

5 Months Ended

7 Months Ended

12 Months Ended

May 29, 2025

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (2)		Average Summary Compensation Table Total for Non-PEO NEOs (3)		Average Compensation Actually Paid to Non-PEO NEOs (4)		Value of Initial Fixed $100 Investment Based On Total Shareholder Return (5)		Net Income (6)
(a)	(b)		(c)		(d)		(e)		(f)		(g)
2025	$	2,911,783	$	4,472,105	$	1,273,656	$	1,778,215	$	103.34	$	6,627,000
2024	$	2,515,221	$	1,810,112	$	1,269,996	$	1,024,882	$	49.62	$	2,345,000
2023	$	2,286,657	$	2,413,801	$	1,206,049	$	1,246,269	$	61.89	$	872,000

Named Executive Officers, Footnote

The dollar amounts reported in column (b) are the amounts of total compensation reported for Ms. Lachance for 2025 (the Company's Chief Executive Officer and Principal Executive Officer ("PEO") during 2025 starting on May 30, 2025) and Mr. DiIorio (the Company's Chief Executive Officer and Principal Executive Officer ("PEO") for all reported periods prior to 2025) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”

PEO Total Compensation Amount

$ 2,911,783

$ 2,515,221

$ 2,286,657

PEO Actually Paid Compensation Amount

$ 4,472,105

1,810,112

2,413,801

Adjustment To PEO Compensation, Footnote

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Ms. Lachance during 2025 and Mr. DiIorio for years presented prior to 2025, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to either Ms. Lachance or Mr. DiIorio during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Lachance and Mr. DiIorio's total compensation for each year to determine the compensation actually paid:


Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards (a)		Equity Award Adjustments (b)		Compensation Actually Paid to PEO
2025	$	2,911,783	$	(1,912,981)	$	3,473,303	$	4,472,105
2024	$	2,515,221	$	(1,211,438)	$	506,329	$	1,810,112
2023	$	2,286,657	$	(1,150,346)	$	1,277,490	$	2,413,801

(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:


Year	Year End Fair Value of Equity Awards		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards		Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		Fair Value at the End of the Prior Year of Equity Awards that Failed to meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments
2025	$	3,002,872	$	73,618	$	511,000	$	(114,187)	$	—	$	—	$	3,473,303
2024	$	1,787,022	$	(881,484)	$	—	$	(399,209)	$	—	$	—	$	506,329
2023	$	1,292,739	$	51,913	$	—	$	(3,559)	$	(63,603)	$	—	$	1,277,490

Non-PEO NEO Average Total Compensation Amount

$ 1,273,656

1,269,996

1,206,049

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,778,215

1,024,882

1,246,269

Adjustment to Non-PEO NEO Compensation Footnote

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Ms. Lachance for 2025, who has served as our CEO since May 30, 2025 and Mr. DiIorio for all years presented, who served as our CEO prior to Ms. Lachance since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. DiIorio) are included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Mr. Steele and Mr. Funke; and (ii) for 2024 and 2023, Ms. Lachance, who served as the Company's President and Chief Operating Officer during 2024 and 2023, and Mr. Steele.The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (Ms. Lachance for 2025 and excluding Mr. DiIorio for all years presented), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Ms. Lachance for 2025 and excluding Mr. DiIorio for all years presented) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Ms. Lachance for 2025 and excluding Mr. DiIorio for all years presented) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs		Average Reported Value of Equity Awards		Average Equity Award Adjustments (a)		Average Compensation Actually Paid to Non-PEO NEOs
2025	$	1,273,656	$	(583,604)	$	1,088,163	$	1,778,215
2024	$	1,269,996	$	(511,072)	$	265,958	$	1,024,882
2023	$	1,206,049	$	(427,681)	$	467,901	$	1,246,269

(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:


Year	Average Year End Fair Value of Equity Awards		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards		Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Average Equity Award Adjustments
2025	$	1,058,864	$	85,628	$	—	$	(56,329)	$	—	$	—	$	1,088,163
2024	$	753,895	$	(284,599)	$	—	$	(203,338)	$	—	$	—	$	265,958
2023	$	478,428	$	64,272	$	—	$	(41,971)	$	(32,828)	$	—	$	467,901

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Total Shareholder Return Amount

$ 103.34

49.62

61.89

Net Income (Loss)

$ 6,627,000

$ 2,345,000

$ 872,000

PEO Name

Mr. DiIorio

Ms. Lachance

Mr. DiIorio

Additional 402(v) Disclosure

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (1,912,981)

$ (1,211,438)

$ (1,150,346)

PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

3,473,303

506,329

1,277,490