INARI MEDICAL, INC.

April 16, 20216, 2023

Dear Stockholder:

You are cordially invited to attend the 20212023 annual meeting of the stockholders (the “Annual Meeting”) of Inari Medical, Inc., a Delaware corporation (“we,” “us,” “Inari” or the “Company”). The Annual Meeting will be held in a virtual meeting format via a live internet webcast at www.proxydocs.com/NARIon Thursday, May 27, 202118, 2023 at 8:00 a.m. (Pacific Time) for the following purposes:

These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.

The record date for the Annual Meeting is March 31, 202122, 2023 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof.

The 20212023 Annual Meeting will be held in a virtual meeting format only, via thea live internet webcast, with no physical in-person meeting. Stockholders will be able to attend, vote and submit questions via the internet similar to attendance at an in-person meeting. You are cordially invited to attend. If you plan to participate inattend the virtual Annual Meeting, please see the Questions and Answers section below for further information.important information, including registration requirements.

If you have any questions or need assistance in voting your shares, please write to Inari Investor Relations at IR@inarimedical.com.

By Order of the Board of Directors

By Order of the Board of Directors

Angela Ahmad

General Counsel & Secretary

Irvine, California

Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return thesubmit your proxy card, or vote over the internet or telephone as instructed in these materials,voting instructions as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote at the Annual Meeting. Meeting if you have registered in advance to attend the virtual Annual Meeting at www.proxydocs.com/NARI prior to the registration deadline of May 17, 2023, at 5:00 p.m. (Eastern Time). You will need your control number located with the proxy materials you received for the Annual Meeting to register.Please also note however that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you maywill be required to obtain a legal proxy issued in your name from that record holder in order to be entitled to vote at the Annual Meeting. Please follow the instructions provided by your broker, bank or other nominee.

Table of Contents

Inari Medical, Inc.

9 Parker,6001 Oak Canyon, Suite 100

Irvine, CA 92618

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why didam I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set ofbeing provided with these proxy materials?

Pursuant to “Notice and Access” rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending an Important Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record. Brokers, banks and other nominees will be sending a similar Notice to all beneficial owners of stock who hold their shares through such broker, bank or nominee. All record and beneficial stockholders will have the ability to access the proxy materials on the website referred to in the Notice free of charge or request to receive a printed set of the proxy materials for the Annual Meeting. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We expect that this Proxy Statement and the Notice will be mailed to stockholders on or about April 16, 2021.6, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on

May 27, 202118, 2023 at 8:00 a.m. (Pacific Time)

via the internet please(please visit www.proxydocs.com/NARI for more detailsdetails)

The Proxy Statement and 2020 annual report on form 10-KAnnual Report for the year ended December 31, 2022 are available at: www.proxydocs.com/NARI.

How do I attend the Annual Meeting?

The 20212023 annual meeting of stockholders (the “Annual Meeting”) will be held on Thursday, May 27, 202118, 2023 at 8:00 a.m. (Pacific Time) in a virtual meeting format.format via a live internet webcast at www.proxydocs.com/NARI. You will not be able to attend the Annual Meeting in person. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions via the internet. In order to attend the virtual Annual Meeting you must register in advancewith your control number at www.proxydocs.com/NARI prior to the registration deadline of May 26, 2021 17, 2023, at 5:00 p.m. (Eastern Time). Your control number is provided in the Notice or proxy (or voting instruction) card mailed to you. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting. For stockholders of record who have registered you will be permitted to vote and submit questions at the virtual Annual Meeting. For beneficial owners who hold their stock through brokers, banks, or other nominees who wish to vote or ask questions at the virtual Annual Meeting you will need to obtain a legal proxy from your broker, bank, or other nominee and provide that proxy as part of your registration.

On the day of the Annual Meeting, stockholders may begin to login to the virtual Annual Meeting beginning at 7:45 a.m. (Pacific Time), and the Annual Meeting will permitbegin promptly at 8:00 a.m. (Pacific Time). We will have technicians ready to assist you to submitwith any technical difficulties you may have accessing the Annual Meeting,

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including any difficulties voting or submitting questions. Your control number is providedIf you encounter any difficulties accessing the virtual meeting through your unique link posted in the Notice or proxy card mailed to you.instruction email you receive after you register for the Annual Meeting at www.proxydocs.com/NARI, you may call the technical support number that will be posted in the instruction email you receive after you register for the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy or voting instructions in advance of the Annual Meeting by one of the methods described in these proxy materials.

Information on how to vote at the Annual Meeting is discussed below. If you plan to attend the Annual Meeting, please note that attendance will be limited to record and beneficial stockholders as of the Record Date who have properly registered. To log in and register, stockholders (or their authorized representatives) will need the control number provided on their Notice or proxy card or Notice.(or voting instruction) card.

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your voting instructions to your broker, bank or other nominee is listed on the Notice or other proxy materials sent to you. You are also invited to attend the Annual Meeting. If you want to attend the Annual Meeting, you must register in advance at www.proxydocs.com/NARI. If you want to vote in person virtually at the Annual Meeting, as part of the registration you maywill be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

If you hold shares in any employee stock purchase plan or other equity plan of the Company (the “Plans”), then your proxy card, when signed and returned, or your telephone or internet proxy, will constitute voting instructions given to the trustee or Plan administrator for your shares held in the Plans. Shares in each of the Plans for which voting instructions are not received by 11:59 p.m. (Eastern Time) on May 24, 2021, or if no choice is specified, will be voted by an independent fiduciary.

What am I voting on?

There are twothree matters scheduled for a vote:

proxy. Voting at the Annual Meeting will have the effect of revoking your previously submitted proxy (see “Can I change my vote after submitting my proxy?” below).

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

If you hold your shares through a broker, bank or other nominee (that is, in street name), you will receive a Notice or voting instruction form (if you received a printed copy of the proxy materials) from your broker, bank or nominee that includeincludes instructions that you must follow in order to submit your voting instructions and have your shares voted at the Annual Meeting. If you want to vote in person virtually at the Annual Meeting, you must register in advance at www.proxydocs.com/NARI. prior to the registration deadline of May 17, 2023, at 5:00 p.m., Eastern Time. You maywill be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

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Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways on or before the close of voting for the Annual Meeting:ways:

Your most current proxy card or telephone or internet proxy is the one that is counted, so long as it is provided within the applicable deadline. If your shares are held by your broker, bankerbank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count (i) votes “For,” votes to “Withhold” and broker non-votes for the proposal to elect directors, and with respect to other proposal,(ii) votes “For,” votes “Against,” votes to “Abstain” and broker non-votes (if applicable). for Proposals 2 and 3.

What are “broker non-votes”?

Broker non-votes occur when a beneficial owner ofIf your shares are held in “street name” through a brokerage account, the broker that holds your shares is generally authorized to vote your shares in accordance with voting instructions received from you. If the broker does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on “non-routine” proposals. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not providereceive your voting instructions, the broker bank or other nominee can stillmay exercise discretionary authority to vote the shares with respect to certain matters that are considered to be “routine” under applicable stock exchange rules but cannot vote the shares with respect to “non-routine” matters. On non-routine

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Voting Standard

A “Plurality,” with regard to the election of directors, means that the three nominees who receive the most “For” votes cast by the holders of shares either present at the Annual Meeting or represented by proxy will be elected to our Board. AThe approval by the holders of a majority in voting power of the votes cast affirmatively (excluding abstentions and broker non votes), or “Majority Cast,” with regardis required to the ratificationapprove Proposal No. 2 (ratification of the selectionappointment of our independent registered public accounting firm, means that a majorityfirm) and Proposal No. 3 (approval, on an advisory basis, of the votes cast on the proposal are voted “For” the proposal.compensation of our named executive officers).

Accordingly:

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid stockholder meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present or represented by proxy at the Annual Meeting. On the Record Date, there were 49,582,58555,561,747 shares outstanding and entitled to vote. Thus, the holders of at least 24,791,29327,780,874 shares must be present or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy by mail, over the phone or through the internet, (or oneor a valid proxy is submitted on your behalf by your broker, bank or other nominee)nominee, or if you vote at the Annual Meeting. Abstentions, votes to “Withhold” and broker non-votes will be counted towards the quorum requirement. If there is no quorum, then either the chair of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the meeting to another date. At any adjourned Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting as originally notified. If the adjournment is for more than 30 days, or if after that adjournment a new record date is fixed for the adjourned Annual Meeting, a notice of the adjourned Annual Meeting shall be given to each stockholder of record entitled to vote at the adjourned Annual Meeting.

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

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting.

Who is paying for this proxy solicitation?

The accompanying proxy is solicited on behalf of the Board for use at the Annual Meeting. Accordingly, the Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees of the Company will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners.

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

A complete list of stockholders of record on the Record Date will be available by request to IR@inarimedical.com for examination at our corporate offices by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting. To access the list during the Annual Meeting, please follow instructions you receive via email after your successful registration.

What does it mean if I receive more than one Notice?Notice, proxy card or voting instruction form?

If you receive more than one Notice or proxy card, your shares may be registered in more than one name or held in different accounts. Please follow the voting instructions on each Notice, proxy card or voting instruction form to ensure that all of your shares are voted.

When are stockholder proposals for inclusion in our Proxy Statement for next year’s annual meeting due?

Stockholders wishing to present proposals for inclusion in our Proxy Statement for the 20222024 annual meeting of stockholders (the “2022“2024 Annual Meeting”) pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit their proposals so that they are received by us at our principal executive offices no later than December 17, 2021. 8, 2023. Proposals should be sent to our Secretary at 9 Parker,6001 Oak Canyon, Suite 100, Irvine, CA 92618.

When are other proposals and stockholder nominations for next year’s annual meeting due?

With respect to proposals and nominations not to be included in our Proxy Statement pursuant to Rule 14a-8 of the Exchange Act, our Amended and Restated Bylaws (our “Bylaws”) provide that stockholders who wish to nominate a director or propose other business to be brought before the stockholders at an annual meeting of stockholders must notify our Secretary by a written notice, which notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding year’s annual meeting of stockholders.

Stockholders wishing to present nominations for director or proposals for consideration at the 20222024 Annual Meeting under these provisions of our Bylaws must submit their nominations or proposals so that they are received at our principal executive offices not earlier than January 27, 202219, 2024 and not later than February 26, 202218, 2024 in order to be considered. In the event that the 20222024 Annual Meeting is to be held on a date that is not withinmore than 30 days before or 60 days after the one-year anniversary of the Annual Meeting, then a stockholder’s notice must be received by the Secretary no earlier than 90 days prior to such annual meeting and no later than the tenth day following the day on which we make a public announcement of the date of the 20222024 Annual Meeting.

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This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of our Corporate Governance Guidelines, the charters of the committees of the Board and our Code of Ethics and Conduct, described below, can be found in the Governance section of the Investor Relations section of our website at www.inarimedical.com. Alternatively, you can request a copy of any of these documents free of charge by writing to: Angela Ahmad, General Counsel & Secretary, c/o Inari Medical, Inc., 9 Parker,6001 Oak Canyon, Suite 100, Irvine, CA 92618. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

BOARD COMPOSITION

Our Board of Directors currently consists of seventen members. In accordance with our Restated Certificate of Incorporation and our Bylaws, our directors are divided into three classes serving staggered three-year terms. At each annual meeting of stockholders, our directors will be elected to succeed the class of directors whose terms have expired. Our current directors are divided among the three classes as follows:

Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective terms. Each director’s term continues until the election and qualification of their successor, or their earlier death, resignation or removal.

INDEPENDENCE OF THE BOARD OF DIRECTORS

The Board has affirmatively determined that alleach of the nomineesMses. Chambers, Lucchese and continuing directors, other than Mr. Hoffman,Szyman, Dr. Root, and Messrs. Mead, Milder, Nielson, and Warner are independent directors within the meaning of the applicable Nasdaq listing standards and relevant securities and other laws, rules and regulations regarding the definition of “independent” (the “Independent Directors”). Messrs. Hoffman and Hykes are not independent directors as a result of their former and current position as our Chief Executive Officer, respectively. In making these independence determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and any transactions involving them described in the section titled “Certain Relationships and Related Party Transactions”. There are no family relationships between any director and any of our executive officers.

BOARD LEADERSHIP STRUCTURE

The Board believes that it is important to retain the flexibility to allocate the responsibilities of the offices of Chairman of the Board and Chief Executive Officer in any manner that it determines to be in the best interests of the Company at any point in time.

The Board reviews its leadership structure periodically as part of its annual self-assessment process. In addition, the Board continues to monitor developments in corporate governance as well as the approaches our peers undertake. The Board believes that the current Board leadership structure, with Mr. Milder serving as our

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Chair and Mr. HoffmanHykes serving as our Chief Executive Officer, provides effective independent oversight of management. Our Independent Directors bring experience, oversight and expertise from outside of our Company, while Mr. HoffmanHykes brings Company-specific experience, expertise and leadership.

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The compensation committee has determined that the implementation and structure of the compensation policies and practices do not encourage unnecessary and inappropriate risks that are reasonably likely to have a material adverse effect on the Company. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks.

MEETINGS OF THE BOARD OF DIRECTORS

The Board oversees our business. It establishes overall policies and standards and reviews the performance of management. During the fiscal year ended December 31, 2020,2022, the Board held five meetings following our initial public offering in May 2020.nine meetings. Each Board member attended 75% or more of the aggregate meetings of the Board and of the committees on which they served held during the period for which they were a director or committee member. The Company’s directors are encouraged to attend our annual meetings of stockholders, but we do not currently have a policy relating to director attendance. We did not hold a 2020 annual meetingAll of stockholders because we were not a publicly traded company prior toour directors serving on our Board in May 2020.2022 attended our 2022 Annual Meeting of Stockholders.

Our Independent Directorsnon-employee directors meet from time to time and at least annually in executive session.

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

TheOur Board has a number of committees that perform certain functions for the Board. The currentthree standing committees of the Board arecommittees: the audit committee, the compensation committee and the nominating and corporate governance committee. Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process and assists our Board in its oversight of (i) our accounting and financial reporting processes, (ii) the integrity of our financial statements, (ii)(iii) our risk assessment and risk management program, (iii)(iv) the qualifications, independence and performance of our independent auditor and (iv)(v) the design and implementation of our internal audit function and internal controls. Our audit committee operates under a written charter and is responsible for, among other things:

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Our audit committee currently consists of Mses. Chambers, Lucchese and Szyman and Mr. Pardo,Warner, with Ms. Lucchese serving as chair. Our Board has affirmatively determined that Ms. Chambers, Ms. Lucchese, Ms. Szyman, and Mr. PardoWarner meet the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. In addition, our Board has determined that Ms. Lucchese isand Ms. Chambers are each an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K promulgated under the Securities Act. Each member of our audit committee is financially literate.

During 2020, theThe audit committee met two times following our initial public offeringheld seven meetings in May 2020.2022.

Compensation Committee

Our compensation committee oversees our compensation policies, plans and benefits programs.programs relating to our directors and executive officers. Our compensation committee operates under a written charter and is responsible for, among other things:

Our compensation committee consists of Messrs. Milder, Mead and Nielsen and Dr. Root, with Dr. Root serving as chair. The composition of our compensation committee meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.standards. In making the determination regarding the independence of each member of the compensation committee, the Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. Each member of thisthe compensation committee is a non-employee director, as defined in Section 16b-3 of the Exchange Act.

Compensation Committee Processes and Procedures

The implementation of our compensation philosophy is carried out under the supervision of the compensation committee. The compensation committee charter requires that the compensation committee meet

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as often as it determines is appropriate to carry out its responsibilities under the charter. The agenda for each meeting is usually developed by the chair of the compensation committee, in consultation with other compensation committee members, management and the compensation committee’s independent advisors. The compensation committee also meets regularly in executive session. Our President and Chief Executive Officer,

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Our nominating and corporate governance committee consists of Mr. Nielsen, Dr. Root and Ms. Lucchese, with Mr. Nielsen serving as chair. The composition of our nominating governance, and corporate responsibilitygovernance committee meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.

During 2020, theThe nominating and corporate governance committee met one time since our May 2020 initial public offering.held four meetings in 2022.

Procedures of the Nominating and Corporate Governance Committee

In connection with nominating directors for re-election at the Annual Meeting and periodically throughout the year, the nominating and corporate governance committee considers the composition of the Board and each committee of the Board to evaluate its effectiveness and whether changes should be considered to either the Board or any of the committees. In support of this process, the Board has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of our Company. The Board considers the following factors and qualifications, without limitation:

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If the nominating and corporate governance committee determines that a candidate should be nominated as a candidate for election to the Board, the candidate’s nomination is then recommended to the Board, and the directors may in turn conduct their own review to the extent they deem appropriate. When the Board has agreed upon a candidate, such candidate is recommended to the stockholders for election at an annual meeting of stockholders or appointed as a director by a vote of the Board as appropriate.

During 2022, the nominating and corporate governance committee conducted a search and received recommendations for a potential candidate from the members of the Board and senior management. In March 2022, the Board elected Mr. Warner to the Board. Mr. Warner was initially introduced to the nominating and corporate governance committee by Mr. Milder, the Chairman of the Board.

All of the current Class IIII directors have been recommended by the nominating and corporate governance committee to the Board for reelection as our directors at the Annual Meeting, and the Board has approved such recommendations.

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Our directors play a critical role in guidingFor 2022, our strategic direction and overseeing the management of Inari. The many responsibilities and risks and the substantial time commitment of being a director require that we provide adequate compensation commensurate with our directors’ workload and opportunity costs. Independent Directors receive a combination of annual cash retainers and annual grants of options or restricted stock units.

In connection with our initial public offering in May 2020, we implemented a non-employee director compensation program orconsisted of the Directorfollowing components:

Cash Compensation Program, pursuant. During 2022, we paid an annual retainer to which our non-employee directors are eligibleof $50,000. We also paid an additional $48,000 retainer to receive annual cashthe Chairman of the Board. Each non-employee director received additional retainers and equity awards infor service on the form of options or restricted stock units.committees, as follows:

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The following table sets forth information for the year ended December 31, 2020, regardingconcerning the compensation paid or awarded to earned by or paid to our non-employee directors who served on our Board of Directors during 2020. Mr. Hoffman,each individual who served as our President and Chief Executive Officera non-employee director at any time during the year ended

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The audit committee has selectedappointed BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021,2023, and the Board is submitting this selectionappointment to our stockholders for ratification at the Annual Meeting. BDO has served as our independent registered public accounting firm since May 2019. Representatives of BDO plan to attend the Annual Meeting and will be available to answer appropriate questions from stockholders. They will have the opportunity to make a statement if they desire to do so.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selectionappointment of BDO as the Company’s independent registered public accounting firm. However, the Board is submitting the selectionappointment of BDO to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection,appointment, the audit committee will reconsider whether to retain BDO. Even if the selectionappointment is ratified, the audit committee in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interest of the Company and its stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE RATIFICATION OF BDO AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.2023

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Principal Accountant Fees and Services

The following is a summary of the fees and services provided by BDO to the Company for fiscal years 20202022 and 2019:2021:

The audit committee or the chair of the audit committee pre-approves the scope of the audit, audit-related and tax services provided by our independent registered public accounting firm, as well as all associated fees and terms, pursuant to pre-approval policies and procedures established by the audit committee. The audit committee evaluates the independent registered public accounting firm’s qualifications, performance and independence, and presents its conclusions to the full Board on at least an annual basis.

All of the services provided by BDO since our initial public offering in May 2020, and fees for such services, were pre-approved by the audit committee in accordance with these standards.

Report of the Audit Committee of the Board of Directors

The audit committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation and integrity of the consolidated financial statements and the reporting process, including establishing and monitoring the system of internal financial controls. In this context, during fiscal year 2020,2022, the audit committee met and held discussions with management and BDO, the Company’s independent registered public accounting firm. Management has represented to the audit committee that the Company’s consolidated financial statements for the fiscal year ended December 31, 2020,2022 were prepared in accordance with accounting principles generally accepted in the United States of America, and the audit committee has reviewed and discussed the audited financial statements of the Company with management of the Company and with BDO.

In addition, the audit committee has reviewed and discussed with BDO: (i) the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”), and the Securities and Exchange Commission (the “SEC”); and (ii) the written disclosures and the letter received from BDO required by applicable requirements of PCAOB regarding BDO’s communications with the Audit Committeeaudit committee concerning independence and the independence of BDO from the Company and its management.

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Pursuant to Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast a non-binding advisory vote to approve the compensation of our named executive officers, or NEOs, as disclosed in this proxy statement. This proposal, commonly known as “say-on-pay” proposal, is not intended to address any specific item or compensation, but rather the overall compensation of the Company’s NEOs and the philosophy, policies and practices described in this proxy statement.

Security OwnershipThe Compensation of Certain Beneficial Ownersthe Company’s NEOs subject to this advisory vote is disclosed in this proxy statement under the Section entitled “Executive Compensation—Compensation Discussion and ManagementAnalysis,” the compensation tables and the related narrative disclosure contained in this proxy statement. As described in detail in these disclosures, the Company’s compensation philosophy is to maintain a straight-forward executive compensation program that fosters an ownership mentality by emphasizing the long-term equity compensation coupled with cash compensation in the form of a base salary and incentive cash program that meets current needs. Please read the Compensation Discussion and Analysis and the compensation tables that follow it for additional details about the Company’s executive compensation programs, including information about the fiscal 2022 compensation of the Company’s NEOs.

Accordingly, the Board requests your advisory vote to approve the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby APPROVED.”

This proposal to approve the compensation paid to our NEOs is an advisory vote only and will not be binding on us, the Board, or our compensation committee. However, the Board and the compensation committee value the opinions expressed by stockholders in their votes on this Proposal and will consider the outcome of the vote when considering future executive compensation arrangements. Our current policy is to provide our stockholders with an opportunity to approve the compensation of our NEOs each year at the annual meeting. It is expected that the next such vote will occur at the 2024 annual meeting.

THE BOARD OF DIRECTORS RECOMMEND A VOTE IN FAVOR, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

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The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of March 31, 2021 by:

In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable, or pursuant to vesting of RSUs, within 60 days offollowing March 31, 2021.22, 2023. In accordance with SEC rules, shares issuable pursuant to stock options and RSUs are deemed outstanding for computing the percentage of the person holding such equity awards but are not outstanding for computing the percentage of any other person. The percentage ownership of our common stock is based on 49,582,58555,561,747 shares of our common stock issued and outstanding as of March 31, 2021.22, 2023.

Unless otherwise indicated, the mailing address of each of the stockholders below is c/o Inari Medical, Inc., 9 Parker,6001 Oak Canyon, Suite 100, Irvine, CA 92618. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.

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Information about our Executive Officers

The following table sets forth certain information concerning our executive officers as of the date of this Proxy Statement:

There are no family relationships between any of our directors and any of our executive officers.

Mr. Hoffman’sHykes’ biography can be found above with the biographies of the other members of the Board. Biographies for our other executive officers are below.

Mitchell Hill has served as our Chief Financial Officer since March 2019. From June 2018 to February 2019, Mr. Hill served as the Chief Executive Officer and as a member of the board of directors of Flow Lighting Technologies, Inc., a private company specializing in cloud-based software. From August 2017 to June 2018, Mr. Hill served as a member of the board of directors of LIVMOR, Inc., a private company focusing on digital health solutions for remote patient monitoring. From September 2015 to May 2018, Mr. Hill served as a member of the board of directors and audit committee of Ominto, Inc., a private company with global operations in the e-commerce, marketing and entertainment industries. From March 2013 to March 2015, Mr. Hill was the Executive Vice President and Chief Financial Officer of Alphaeon Corporation, a private company serving healthcare providers in the self-pay medical field. Prior to 2015, Mr. Hill served as Chief Financial Officer at a number of companies, including Cameron Health, Inc., Visiogen Inc., Insight Health Services Holdings Corp., BMS Reimbursement Management, Buy.com, Inc. and Walt Disney Imagineering and Disney Development Co. Mr. Hill received his B.S. in Business Accounting from Brigham Young University and an M.B.A. from Harvard Business School.

Andrew Hykes has served as our Chief Operating Officer since October 2020 and previously as our Chief Commercial Officer since September 2017. From November 2012 to January 2017, Mr. Hykes was the Vice President of Commercial Operations of Sequent Medical Inc., or Sequent Medical, a private company focused on catheter-based neurovascular therapies that was acquired by Terumo Corporation in July 2016. Prior to this, Mr. Hykes worked for Medtronic PLC, a public medical device company, from August 2002 to October 2012, where he held several positions including: Vice President of Marketing, Vice President of Clinical and Regulatory Affairs and Director of Investor Relations. From 1995 to 2000, Mr. Hykes worked in healthcare banking for ABN AMRO Bank. Mr. Hykes received his B.B.A. from the University of Wisconsin Madison and an M.B.A. from Harvard Business School.

Thomas Tu, M.D. has served as our Chief Medical Officer since July 2019. From June 2003 to June 2019, Dr. Tu was in clinical practice at Baptist Health Hospital in Louisville, Kentucky, where he also served as director of the cardiac catheterization laboratory. Since December 2010, Dr. Tu has served as the Chief Executive Officer and President of World Health Initiative, a non-profit organization that provides medical care and educational programs to hospitals in Vietnam and China. Dr. Tu is a fellow of the Society for Cardiovascular Angiography & Interventions and previously served as the chairs of the society’s political action committee and Emerging Leader Mentorship program. Dr. Tu completed his training in internal medicine, cardiology, interventional cardiology, peripheral interventions at Massachusetts General Hospital and Beth Israel Deaconess Medical Center in Boston, Massachusetts. Dr. Tu is board-certified in internal medicine, cardiovascular disease, and interventional cardiology. Dr. Tu received his B.A. from the University of Virginia and his M.D. from Harvard Medical School.

Age 50 Chief Medical Officer since 2019		Thomas Tu, M.D. has served as our Chief Medical Officer since July 2019. From June 2003 to June 2019, Dr. Tu was in clinical practice at Baptist Health Hospital in Louisville, Kentucky, where he also served as director of the cardiac catheterization laboratory. Since December 2010, Dr. Tu has served as the Chief Executive Officer and President of World Health Initiative, a non-profit organization that provides medical care and educational programs to hospitals in Vietnam and China. Dr. Tu is a fellow of the Society for Cardiovascular Angiography & Interventions and previously served as the chairs of the society’s political action committee and Emerging Leader Mentorship program. Dr. Tu completed his training in internal medicine, cardiology, interventional cardiology, peripheral interventions at Massachusetts General Hospital and Beth Israel Deaconess Medical Center in Boston, Massachusetts. Dr. Tu is board-certified in internal medicine, cardiovascular disease, and interventional cardiology. Dr. Tu received his B.A. from the University of Virginia and his M.D. from Harvard Medical School.

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2022 Executive Compensation Highlights

Consistent with our performance and compensation philosophy as detailed below, the Committee took the following key actions with respect to the total compensation of our NEOs for and during 2022:

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Executive Compensation Policies and Practices

We endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. During 2022, the following executive compensation policies and practices were in place, including both policies and practices we have implemented to drive performance and policies and practices that either prohibit or minimize behaviors that we do not believe serve our stockholders’ long-term interests:

Stockholder Advisory Votes on Named Executive Officer Compensation

Although we were not required to hold a Say-on-Pay vote in 2022 due to our 2020 initial public offering and emerging growth status in 2020, we determined that we wanted to give stockholders the opportunity to vote on our compensation practices. As a result, at the 2022 annual meeting of stockholders, we asked our stockholders to vote on a non-binding, advisory vote to approve the compensation of our NEOs (commonly known as a “Say-on-Pay” vote) and a non-binding, advisory vote to approve the frequency of future Say-on-Pay votes (commonly known as a “Say-When-on-Pay” vote). Over 87% of stockholders voted for our Say-on-Pay proposal, and almost all stockholders voted for a one-year frequency of our Say-on-Pay vote.

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PROCESS FOR DETERMINATION OF COMPENSATION

Role of Compensation Committee

The Committee establishes our compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of the NEOs or recommends it for approval by the Board. The Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above.

Role of the Executive Officers

The Committee works with our CEO to set the target total direct compensation of each of our NEOs and other members of our executive team, other than with respect to his own compensation. As part of this process, our CEO evaluates each other NEO, determines his recommendations about the target compensation of each such NEO, and delivers his recommendations to the Committee. The Committee gives significant weight to the recommendations of the CEO in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the performance of the business. Nevertheless, the Committee makes the ultimate determination regarding the compensation of the executive officers.

The Committee determines the compensation recommendation for our CEO and approved all of the compensation components for our CEO and other named executive officers.

Additionally, to design and develop the compensation program, the Committee coordinates and collaborates with the finance, legal, and human resources teams as appropriate. This group supports the Committee through the preparation of analyses of financial data, peer comparisons and other materials, and helps to implement the Committee’s decisions.

Role of Compensation Consultant

The Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties and has the authority to retain an “emerging growth company”independent compensation consultant to assist it in carrying out its responsibilities and duties.

Through the first part of 2022, the Committee engaged Compensia as its independent compensation consultant. Compensia reported directly to the Committee, and the Committee had the sole authority to retain, terminate and obtain the advice of Compensia. Compensia assisted the Committee on all compensation decisions, provided a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared to the compensation peer group for 2022, reported on share utilization, and reviewed other market practices and trends.

In April 2022 the Committee engaged a new compensation consultant, FW Cook, as its independent compensation consultant for compensation decisions. FW Cook reports directly to the Committee, and the Committee has the sole authority to retain, terminate and obtain the advice of FW Cook. The Committee worked with FW Cook to review and update our peer group, provide a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared to the compensation peer group, report on share utilization, and review other market practices and trends to inform our 2023 compensation program.

While the Committee took into consideration the review and recommendations of Compensia and FW Cook when making decisions about our executive compensation program, ultimately, the Committee made its own independent decisions in determining our executive officers’ compensation.

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Other than advising the Committee as described above, neither Compensia nor FW Cook provided any additional services to Inari in 2022.The Committee assessed the independence of each of Compensia and FW Cook, and each other adviser and outside legal counsel that provide advice to the Committee, pursuant to SEC and Nasdaq rules. In doing so, the Committee considered each of the factors set forth by the SEC and Nasdaq with respect to an adviser’s independence. The Committee determined that Compensia and FW Cook are independent within the meaning of the JOBS Act, we have opted to comply withCommittee’s charter and the reducedNasdaq rules, and the work of Compensia and FW Cook for the Committee has not raised any conflicts of interest.

Compensation Peer Group and Peer Selection Process

The Committee believes that obtaining relevant market and data is of paramount importance in the executive compensation disclosure requirements availabledetermination. Such information provides helpful context and a reference point when making compensation decisions. The Committee also recognizes the unique aspects of Inari and our business that may ultimately drive compensation decisions that differ from our peers. The Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other comparable peer companies. This information is derived from public filings and other sources when making decisions about the structure and component mix of our executive compensation program.

The Committee uses a compensation peer group as a source of competitive market data for evaluating the compensation of our executive officers and to emerging growthsupport pay decisions. The peer group is comprised of comparable medical device and life sciences tools and services companies. In selecting peers, the Committee also generally seeks to include companies pursuantwith annual revenue up to approximately $800 million and market capitalization generally ranging from $1 billion to $16.5 billion. We added Penumbra, Inc., Abiomed, Inc., Cardiovascular Systems, Inc., and AngioDynamics, Inc. to the JOBS Act, which require compensation disclosurepeer group and removed Repligen Corporation, Atrion Corporation, and Cerus Corporation from the peer group for 2022. The 16 companies included in our principalpeer group for 2022 decisions related to our executive officer and the two most highly compensated executive officers other than our principal executive officer.

Summary Compensation Table

The following table disclosesdirector compensation paid by us during fiscal years 2020 and 2019 to our NEOs:programs were:

The Committee reviewed our peer group in August 2022 with the support of FW Cook to inform our 2023 compensation program. The Committee approved the removal of Adaptive Biotechnologies Corp. and NanoString Technologies, Inc. and the addition of Artivion, Inc., LivaNova PLC and NovoCure Limited to focus on companies of similar size and scale and with similar business models while maintaining a robust sample. The Committee retained the other 14 companies above.

The peer group noted above as well as general survey data for the medical technology and life sciences industries were used to inform the Committee’s decisions relating to the 2022 base salary, target annual bonus, and equity grant values awarded to our executive officers (each as discussed further below). The Committee reviews the peer group periodically. We do not formally set total compensation, or any specific element of compensation, at a specific percentile of the market data for that position. Instead, the market data is used as a reference point to provide information on the range of competitive pay levels and current compensation practices in our industry.

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Stockholder Engagement

Last year, we voluntarily held our first stockholder vote to approve the compensation of our NEOs and have determined, based on the vote of our stockholders, to continue to conduct the Say-on-Pay vote annually.

At our 2022 annual meeting of stockholders, over 87% of the votes cast supported our Say-on-Pay vote. The Committee believes this high degree of stockholder support for our 2022 say-on-pay proposal affirms stockholders’ support of our executive compensation program. We remain committed to ongoing engagement with our investors on all appropriate matters, including executive compensation and governance. In 2022, we engaged with holders representing a significant percentage of our common stock on a regular basis, including on governance and social responsibility matters. The Committee considers stockholder input in evaluating the design of our executive compensation and the compensation decisions for each of the NEOs.

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

In order to achieve our objectives, the Committee utilizes the components of compensation set forth below. The Committee regularly reviews all components of the program in order to verify that each component is aligned with our strategy and ensure that each executive officer’s total compensation is consistent with our compensation philosophy.

The primary elements of our NEOs’ compensation and the main objectives of each are:

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A significant majority of 2022 target executive compensation opportunity is at-risk variable pay. This approach is consistent with our focus on pay-for-performance. We consider compensation to be “at-risk” if it is subject to operating performance or if its value depends on the value of our common stock. In fiscal 2022, 85% of our CEO’s target total direct compensation was at-risk compensation, and on average, 81% of the target total direct compensation of our other NEOs was at-risk.

Base Salaries

The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. The base salaries of our NEOs are an important part of their total compensation package. Base salary is a predetermined and fixed component of our compensation program. In connection with our initial public offering,February 2022, the compensation committeeCommittee approved the following increases to each NEO’s base salary for 2020, effective upon the closing of the initial public offering:

Additionally, in connection with Mr. Hykes’ appointment as our Chief Operating Officer, the compensation committee approved an increase to Mr. Hykes’ annual base salary from $400,000 to $450,000, effective September 1, 2020. Actual salary amounts paid to each NEO are set forth in the “Salary” column of the “Summary Compensation Table” above.

2020 Bonuses

Our NEOs were eligible to earn cash bonuses based on individual and corporate objectives during the year ended December 31, 2020, as determined by our Board of Directors in its sole discretion. In connection with our initial public offering, the compensation committee approved an increase to each NEO’s annual bonus target for 2020 to 50% (or, for Mr. Hoffman, 75%) of his respective base salary, effective upon the closing of the initial public offering. Based on a review of Company performance for 2020 and each NEO’s individual performance and contributions to the Company’s success, our Board of Directors approved the payment of bonuses for each NEO at 150% of target for 2020. Actual amounts paid to each NEO ($633,375 for Mr. Hoffman and $337,500increases for each of Mr. Hykes and Dr. Tu) are set forth in the “Bonus” column of the “Summary Compensation Table” above.

Additionally, in December 2020,our NEOs in order to better align Dr. Tu’seach executive’s total compensation with that of similarly situated executives at our publicly-traded peers, the compensation committee approved the grant of a one-time special bonus to Dr. Tu equal to $220,000.peers.

The above-described changes tofollowing table sets forth the base salaries of our named executive officers for fiscal 2022:

Annual Incentive Cash Compensation

During 2022, all of our employees at a manager level or higher, including our NEOs, were eligible to receive performance-based cash incentive compensation tied to achievement of specific financial and operational metrics approved by the Committee in early 2022. We believe that performance-based cash incentives motivate our employees, including our NEOs, to achieve both annual and long-term goals. This approach is critical to the execution of our overall business strategy which, if achieved, has the potential to significantly enhance shareholder value. We also believe that it is important to reward all contributions to success and, as such, we paid cash awards to all employees, even those who do not participate in the incentive compensation program, for 2022.

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Target Opportunities. Consistent with our compensation philosophy and objectives, the Committee set the target bonusesincentive opportunity within the median range of annual cash incentive target pay for comparable executives at our peer groups. For 2022, based on a review of the market data, the Committee approved an increase to the NEOs’ target incentive opportunities (by 15% of salary for Messrs. Hoffman and Hykes and by 10% for Mr. Hill and Dr. Tu). The 2022 target incentive opportunity for each of our NEOs were intended to better align target total cash compensation opportunities with those provided by our publicly-traded peers.

Equity Compensation

We use stock options and restricted stock unitsis as the primary incentives for long-term compensation to our NEOs. Generally, stock options vest as to 25% of the total number of shares underlying the option on the one-year anniversary of the grant date or the vesting commencement date and subsequently in equal monthly installments over the ensuing thirty-six months, subject to the executive’s continued service with us on each applicable vesting date. Restricted stock units granted to our NEOs prior to the initial public offering cliff-vest on the fourth anniversary of the vesting commencement date, subject to the executive’s continued service with us on the applicable vesting date. Generally, restricted stock units granted to newly-hired executives vest as to 25% on the one-year anniversary of the grant date or the vesting commencement date and subsequently in equal quarterly installments over the ensuing thirty-six months, and annual grants of restricted stock units vest quarterly over four years, in each case subject to the executive’s continued service with us on each applicable vesting date. Additionally, certain of the restricted stock units subject to each award will accelerate and vest upon a termination of the executive’s service due to death or by the Company without cause (as defined in our 2011

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Long-Term Incentives

As described above, the third and largest primary component of our executive compensation program is long-term equity incentives. The Committee designed this long-term incentive opportunity to motivate executive officers to achieve multi-year strategic goals and to deliver sustained, long-term value to stockholders.

Our long-term incentives create a strong link between payouts and performance and align our executive officers’ interests with the interests of our stockholders. Long-term equity incentives promote retention, as executive officers will only receive value if they remain employed by us over the required term. In addition, they foster an ownership culture among our executive officers by making executive officers’ stockholders with a personal stake in the value they intend to create.

RSUs. In 2022, the Committee’s long-term incentive grants took the form of RSUs. Consistent with the market practice of similar, newly-public companies in our industry, and in order tofocus executives on growth and increasing stockholder value at this early stage of our development, the Committee has designed its choice of equity vehicle to motivate stock price appreciation over thelong term through RSUs.

Target Opportunities. The Committee established target long-term incentive opportunities for eachof the named NEOs in February 2022.

The table below shows the intended values for the long-term incentives that were provided to our NEOs during fiscal 2022:

For 2023, as part of the Committee’s commitment to grow and evolve the executive compensation program, the Committee determined that 25% of long-term incentive grants should be in the form of stock options. The Committee believes that stock options further align the NEOs’ compensation to long-term growth of the Company and the interests of stockholders. In future years, the Committee expects to continue to evaluate and select a form and mix of long-term incentive compensation (which may include stock options, RSUs, performance shares, or other long-term incentives) that it believes best accomplishes the goals discussed above.

The Committee intends to make grants of long-term incentive awards annually. Special, one-time awards are used in limited circumstances, including, as may be necessary to attract, retain and motivate experienced and well-qualified executive officers, as recognition of an increase in the scope of an executive’s responsibilities or major accomplishments. No special awards were granted to our NEOs in 2022.

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OTHER ELEMENTS OF EXECUTIVE COMPENSATION AND OTHER ASPECTS OF EXECUTIVE COMPENSATION PROGRAM

Stock Ownership Guidelines

To align our executive officers’ interests with those of our stockholders, we maintain stock ownership guidelines requiring that our Chief Executive Officer hold Inari shares with a value equal to three times (3x) his base salary and each other executive officer hold Inari shares with a value equal to one times (1x) their base salary. The Committee measures compliance with the guidelines as of the last business day of each calendar year based on the closing price of our common stock during the 30-trading day period through and including the last business day of the calendar year.

For purposes of determining compliance, the following shares are treated as owned: (i) shares of our common stock owned individually, either directly or indirectly; and (ii) shares of our common stock owned jointly or separately by a spouse, domestic partner and/or minor children. No other rights to acquire shares of our common stock (including unexercised stock options or unvested RSUs) are considered shares of our common stock owned for purposes of satisfying the ownership requirement.

Should an executive officer fail to comply with the applicable ownership requirement, the Committee, in its sole discretion, may review and address any such shortfall in ownership as it deems appropriate.

As of December 31, 2022, each of our executive officers, including our NEOs, met their respective ownership requirement.

Retirement Plans

We currently maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings thoughthrough our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. We do not makeIn 2022, we matched 100% of the first $3,000 or 4% of eligible employee contributions to the 401(k) plan, which matching contributions under our 401(k) plan.vest immediately.

Health/Welfare PlansEmployee Benefits and Employee Stock Purchase Plan

All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including (a) medical, dental and vision benefits; (b) medical and dependent care flexible spending accounts; short-term and(c) long-term disability insurance; and (d) life insurance. We believe these perquisites are necessary and appropriateIn addition, all of our full-time employees can elect to provide a competitive compensation package toparticipate in our NEOs.employee stock purchase program.

No Tax Gross-Ups

We do not make gross-up payments to cover our NEOs’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our company.

Severance and Other Benefits Payable Upon Termination of Employment or Change in Control

Pursuant to their respective employment agreements and/or equity award agreements, each of our NEOs is entitled to certain payments and benefits in certain termination situations or upon a change in control. See “—Potential Payments Upon Termination or Change-In-Control” for more information on these payments and benefits.

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Accounting Considerations

ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock, RSUs and performance units under our equity incentive award plans will be accounted for under ASC Topic 718. The Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.

Anti-Hedging Policy

Our Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees from engaging in hedging transactions; short sales; transactions puts, calls and other derivatives securities or instruments designed to increase in value as a result of, or hedge or offset any decrease in, the market value of the our securities, day trading and arbitrage trading and purchases of securities on margin. In limited circumstances and subject to pre-approval, pledging of securities and contributing company securities in exchange for interests in private exchange traded funds for diversification purposes may be permitted.

Compensation Committee Report

The Committee reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on this review and these discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2023 Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K.

The preceding report has been furnished by the members of the Committee:

Jonathan Root, M.D. (Chair)

Dana G. Mead, Jr.

Don Milder

Kirk Nielsen

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SUMMARY OF EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation of our NEOs during fiscal years 2022, 2021 and 2020. Mr. Hoffman resigned from his position as Chief Executive Officer effective December 31, 2022, and Mr. Hykes became Chief Executive Officer effective January 1, 2023.