Merit Medical : 2024 Proxy Statement

Notice and

Proxy Statement

2024 Annual Meeting of Shareholders

TO OUR SHAREHOLDERS:

April 2, 2024

It is my pleasure to invite you to participate in the 2024 Annual Meeting of Shareholders (including any adjournment of the meeting, the Annual Meeting) of Merit Medical Systems, Inc. (Meritor the Company), which will be held on May 15, 2024, at 2:00 p.m. (Mountain Time). The Annual Meeting will be held virtually, via live webcast, at www.virtualshareholdermeeting.com/MMSI2024. Shareholders will be able to attend the Annual Meeting, and submit questions and vote their shares during the Annual Meeting, from any location that has internet connectivity. There will be no physical in-person meeting; however, we hope you will attend the meeting virtually. For further information about how to attend the Annual Meeting via live webcast, and how to submit questions and vote your shares during the live webcast, please refer to the accompanying Proxy Statement or the Notice Regarding the Availability of Proxy Materials which was mailed to you (the Notice).

We completed an impressive year of operating and financial performance in 2023. Importantly, we completed the final year of our Foundations for Growth Program, delivering or exceeding each of the financial targets we outlined for the three-year period ended December 31, 2023. We are proud of the team's strong execution and relentless focus on this strategic endeavor.

We hope you will participate in the Annual Meeting. The Company is providing access to the proxy materials for the Annual Meeting via the internet. Accordingly, you can access the proxy materials and vote prior to the Annual Meeting by visiting www.proxyvote.com. Instructions for accessing the proxy materials and voting are described in the Proxy Statement and in the Notice. Please review the proxy materials prior to voting. Your vote is important to all of us at Merit. I look forward to your virtual attendance at the Annual Meeting.

FRED P. LAMPROPOULOS

Chair of the Board of Directors, President,

and Chief Executive Officer

"Importantly, we completed the final year of our Foundations for Growth Program, delivering or exceeding each of the financial targets we outlined for the three-year period ended December 31, 2023."

GUIDE TO PROXY STATEMENT

1. Notice of 2024 Annual Meeting of Shareholders
2. Proxy Statement Summary

5 Corporate Governance and Related Matters

5	Proposal 1 - Election of Directors
9	Directors Whose Terms of Office Continue

1. Director Whose Term of Office Does Not Continue
2. Our Board of Directors

26Sustainability

1. Director Compensation
2. Related Person Matters

33 Executive Compensation and Related Matters

33	Executive Summary
38	Compensation Discussion and Analysis

1. Proposal 2 - Advisory Vote on Executive Compensation
2. Executive Compensation Tables

1. Summary Compensation Table
2. Grants of Plan-Based Awards

1. Outstanding Equity Awards at Year End
2. Option Exercises and Stock Awards Vested

1. Non-QualifiedDeferred Compensation
2. Potential Payments Upon Termination or Change in Control

1. CEO Pay Ratio
2. Proposal 3 - Approval of an amendment to increase the number of shares authorized for issuance under the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan

80 Audit Matters

1. Audit Committee Report
2. Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm
3. Stock Ownership and Trading

82	Principal Holders of Voting Securities

84 Other Proxy Information

84	Information About the Annual Meeting and Voting
89	Other Matters

1. Shareholder Proposals for Annual Meeting 2025
2. Non-GAAPFinancial Measures

Purpose of these materials:

On behalf of our Board of Directors, we are making these materials available to you in connection with 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 5, 2024.

This Proxy Statement and the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (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

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Date and Time

Access

Record Date

	May 15, 2024	Webcast	March 18, 2024
	2:00 p.m.	www.virtualshareholdermeeting.com	Only shareholders of record on the
	Mountain Time	/MMSI2024	Record Date may vote
Items of Business
			Board's	More
	Proposals		Recommendation	Information
1	Elect three directors, each to serve until 2027	FOR	Page 5
			each nominee
2	Non-binding, advisory vote to approve named executive officer	FOR	Page 57
	compensation ("Say on Pay")
3	Approve amendment to increase the number of shares authorized for	FOR	Page 74
	issuance under the Merit Medical Systems, Inc. 2018 Long-Term
	Incentive Plan
4	Ratify appointment of Deloitte & Touche LLP as our independent	FOR	Page 81
	registered public accounting firm

Your Vote is important to our future. We strongly encourage you to read the Proxy Statement and then promptly vote your shares as instructed herein.

Shareholders can vote via the Internet, by telephone or by mail. Specific instructions on how to vote are included in the Notice of Internet Availability of Proxy Materials that we will mail to our shareholders on or about

April 5, 2024. Shareholders will also be able to vote electronically during the webcast of the 2024 Annual Meeting.

Phone and Internet voting will close at 11:59 p.m. EDT on May 14, 2024, but voting by Internet will open again during the meeting. Voting instructions for shares held in the Company's 401(k) Profit Sharing Plan must be received by 11:59 p.m. EDT on May 10, 2024 and such shares may not be voted during the meeting. Holders in "street name" must instruct their broker or nominee.

By Order of the Board of Directors,

Brian G. Lloyd

Chief Legal Officer and Corporate Secretary

April 2, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2024

The Company's Notice, Proxy Statement and Annual Report are available at: www.proxyvote.com.

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PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

This Proxy Statement is provided in connection with the solicitation of proxies by the Board of Directors of Merit Medical Systems, Inc. (Boardor Board of Directors) for the Annual Meeting of Shareholders to be held on May 15, 2024, at 2:00 p.m. Mountain Time (Annual Meetingor 2024 Annual Meeting). In this Proxy Statement, we may refer to Merit Medical Systems, Inc. as the Company, Merit, we, us, or our. The following summary highlights information contained elsewhere in this Proxy Statement. Before Voting, please review the entire Proxy Statement and the Annual Report.

Voting Roadmap

Even if you attend the Annual Meeting, you can vote in advance using a method below.

Before the meeting go to:				Call 1-800-690-6903	(cast your ballot,
www.proxyvote.com				(U.S. and Canada)	sign proxy card and post)

During the meeting go to: www.virtualshareholdermeeting.com /MMSI2024.

Phone and Internet voting will close at 11:59 P.M. Eastern Time on May 14, 2024 but voting by Internet will open again during the 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 10, 2024 and such shares may not be voted during the meeting. Holders in "street name" must instruct their broker or nominee.

PROPOSAL 1: Election of Three Nominees for Director (See page 5)

The Board of Directors recommends that you vote FOR each director nominee.	The Board recommends a
These individuals bring a range of relevant experiences and diversity of perspectives	Vote FOR each nominee
that is essential to good governance and leadership of our company.

PROPOSAL 2: Advisory Vote on Executive Compensation (Say-On-Pay)(See page 57)

The Board of Directors recommends that you vote FOR this "Say-on-Pay" advisory	The Board recommends a
proposal because our compensation program attracts top talent commensurate	Vote FOR this proposal
with our peers and reinforces our "Pay for Performance" philosophy.

PROPOSAL 3: Approve an Amendment to Increase the Number of Shares Authorized Under the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan (See page 74)

The Board of Directors recommends that you vote FOR approval of the Third Amendment to the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan, which would increase the number of shares of Common Stock of the Company (the Common Stock) authorized for issuance under the Plan by 3,000,000 shares. The Board of Directors believes that in order to successfully attract and retain highly talented individuals, and to better align the interests of those individuals and the Company, we must continue to offer a competitive equity incentive program. The proposed increase in authorized shares under the Plan would allow Merit to continue its granting practices to key employees.

The Board recommends a

Vote FOR this proposal

PROPOSAL 4: Ratify Appointment of Independent Registered Public Accounting Firm (See page 81)

We have selected Deloitte & Touche LLP (Deloitte) to serve as our independent registered public accounting firm for the year ending December 31, 2024 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

2 | Understand. Innovate. Deliver.TM

PROXY STATEMENT SUMMARY

A Snapshot of Our Board of Directors

The following table provides summary information about each director nominee (first three), as well as each director whose term of office will continue after the Annual Meeting.

Director

Term

Board Committees

Name, Primary Occupation

Age

Since

Expires

Independent

A

C

F

G

O

FRED P. LAMPROPOULOS

74

1987

2024(1)

No

●

Chair, President & CEO of Merit

STEPHEN C. EVANS

Founder, Chairman & CEO of Flag Bridge

59

2021

2024(1)

Yes

●

●

Global Solutions, LLC; Rear Admiral (Ret.)

and Former Special Advisor to the

Commander, U.S. Navy

SILVIA M. PEREZ

President and General Manager,

57

-

(1)

Yes

(2)

(2)

(2)

(2)

(2)

Commercial Branding and Transportation,

3M Company

THOMAS J. GUNDERSON

73

2017

2025

Yes

●

□

Retired Medtech Analyst at Piper Jaffray

LAURA S. KAISER

63

2022

2025

Yes

●

●

President & CEO of SSM Health

MICHAEL R. MCDONNELL

60

2022

2025

Yes

●

●

Chief Financial Officer of Biogen, Inc.

F. ANN MILLNER, ED.D.

72

2015

2025

Yes

●

□

Regents Professor of Health Administrative

Services at Weber State Univ.

LONNY J. CARPENTER

62

2020

2026

Yes

●

●

□

Former Group President, Stryker

Corporation

DAVID K. FLOYD

63

2020

2026

Yes

●

●

Former Group President, Stryker

Corporation

LYNNE N. WARD

65

2019

2026

Yes

□

●

●

Former Executive Director of my529

(formerly Utah Educational Savings Plan)

□: Committee Chair

A: Audit Committee

F: Finance Committee

O: Operating Committee

●: Commi ee Member

C: Compensation and Talent

G: Governance and

Development Committee

Sustainability Committee

1. If elected at the Annual Meeting, Messrs. Lampropoulos and Evans and Ms. Perez would serve terms expiring in 2027.
2. If Ms. Perez is elected at the Annual Meeting, the Board will determine her individual committee assignments.

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PROXY STATEMENT SUMMARY

Selected 2023 Highlights

Revenue	Operating Cash Flow	5-Year TSR (1)
$1.257 billion		$145 million	36%

1. Reflects five-year cumulative total return of our Common Stock, as reported on the Nasdaq Global Select Market System (Nasdaq) for the period from December 31, 2018 to December 31, 2023. Past results are not necessarily an indicator of future performance.

Environment

Prioritized reduction of environmental footprint by continuing to implement programs to reduce waste, conserve resources and improve the areas where we do business

Foundations for Growth

Completed the final year of our Foundations for Growth Program, delivering or exceeding each of the financial targets outlined for the three-year period ended December 31, 2023

Compensation Highlights

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 96% of shareholders represented at our 2023 annual meeting voting in favor of it.

We pay for performance

60%

60% of CEO's target

CEO equity compensation AVG. OTHER package is

performance-basedNEO

96%

60%

60% of other named executive officers' target equity compensation package is performance-based

The Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan, as amended (2018 Incentive Plan), provides for the issuance of up to 6,100,000 shares of our Common Stock. Awards granted under the 2018 Incentive Plan generally have minimum vesting periods of not less than one year.

During 2020, we began a program of awarding performance-based restricted stock units under the provisions of the 2018 Incentive Plan, which ties a significant portion of executive equity compensation to the achievement of operating cash flow metrics, adjusted for the performance of our stock relative to the Russell 2000 market index. These performance-based restricted stock units generally have a three-year performance period.

We ask that our shareholders approve, on an advisory basis, the compensation of our Named Executive Officers

(NEOs). For additional information regarding our executive compensation practices, see "Compensation Discussion and Analysis" in this Proxy Statement. We also ask that our shareholders approve an amendment to increase the number of shares authorized for issuance under the 2018 Incentive Plan. For additional information about this amendment, see "Proposal 3: Approval of an Amendment to the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan to Increase the Number of Shares of Common Stock Authorized for Issuance Thereunder by 3,000,000 Shares."

4 | Understand. Innovate. Deliver.TM

CORPORATE GOVERNANCE AND RELATED MATTERS

CORPORATE GOVERNANCE AND RELATED MATTERS

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:

• Provided oversight and guidance to the Company's management in the Company's successful completion of the Foundations for Growth Program, through which the Company achieved or exceeded the three-year goals relating to revenue growth, operating margin expansion and free cash flow generation
• Continued enhanced focus on oversight of enterprise risk management, led by the Operating Committee of the Board (Operating Committee)
• Enhanced Board oversight of cybersecurity risk management and sustainable business practices
• Highly independent Board - Nine of our ten Directors are independent
• Under the direction of the Board's Governance and Sustainability Committee (Governance Committee) continued Board refreshment practices
• • Six new directors or nominees since 2019, increasing gender and racial diversity
  • Added critical medical industry, cybersecurity and financial expertise

• Developed and is providing oversight of a multifaceted succession plan in preparation for the anticipated transition in CEO responsibilities
• Strong and active lead independent director
• Majority voting for all directors
• Average Board tenure of independent directors is less than five and one-half years
• Completed the third phase of a three-year evaluation cycle focused on assessing and enhancing the effectiveness of the Board and its committees and members
• Enhanced Insider Trading Policy
• Regular executive sessions of independent directors
• Annual independent director evaluation of CEO
• Comprehensive code of ethics and corporate governance guidelines
• Robust stock ownership guidelines for directors and CEO
• No shareholder rights plan ("poison pill") or dual class capitalization structure
• Annual "say-on-pay" advisory votes

PROPOSAL 1: Election of Three Nominees for Director

The Board of Directors recommends that you vote FOR all three director nominees. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.

The Board recommends a

Vote FOR all nominees

At the Annual Meeting, shareholders will be asked to consider the nominations of three directors to serve until our 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified. If any of the below nominees becomes unavailable to serve, proxies solicited by this Proxy Statement will be voted for other persons designated by the Board in their stead.

Classification of Board of Directors

Our Amended and Restated Articles of Incorporation (Articles of Incorporation) provide for a classified, or "staggered," board of directors. Our Board is divided into three classes, with directors in each class serving a three- year term. Our Third Amended and Restated Bylaws (Bylaws) provide that the number of directors serving in each class shall be as nearly equal in size as possible. Accordingly, approximately one-third of our directors' terms expire at each annual meeting of shareholders. Based upon the existing classification of the Board, the terms of Fred P. Lampropoulos, Stephen C. Evans and A. Scott Anderson are scheduled to expire in connection with our Annual Meeting. Because Mr. Anderson has reached the age at which our Corporate Governance Guidelines (Governance

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CORPORATE GOVERNANCE AND RELATED MATTERS

Guidelines) require him to submit his resignation from the Board, the Board did not nominate him for re-election as a director. Accordingly, Mr. Anderson's service as a director will conclude at the Annual Meeting. The Board has nominated Fred P. Lampropoulos, Stephen C. Evans and Silvia M. Perez for election at the Annual Meeting to serve new three-year terms.

Size of the Board of Directors

Our Bylaws permit the Board to set the number of directors to a number not less than three and not more than eleven. In 2023, the Board adopted a resolution setting the number of directors at ten, which is the current number of directors.

6 | Understand. Innovate. Deliver.TM

CORPORATE GOVERNANCE AND RELATED MATTERS

Nominees for Election as Directors

Our Board and its Governance Committee believe that the following nominees possess the experience and qualifications that directors of the Company should possess, and that the experience and qualifications of each nominee complement the experience and qualifications of the other directors. The experience and qualifications of each nominee, including information regarding the experience and qualifications that led the Board to conclude that she or he should be nominated to serve as a director of the Company, are set forth below:

FRED P.

LAMPROPOULOS

Chair, President,

Chief Executive Officer

Age: 74

Director Since: July 1987

Committees: Operating

Other Public Boards: None

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.

REAR ADMIRAL (RET.)

STEPHEN C. EVANS

Independent Director

Age: 59

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

• 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 geopolitical 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.

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