| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
| ☒ | No fee required. |
| ☐ | Fee previously paid with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and0-11. |
INARI MEDICAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2023APRIL 24, 2024
April 6, 2023March 13, 2024
Dear Stockholder:
You are cordially invited to attend the 20232024 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/NARI on Thursday, May 18, 2023Wednesday, April 24, 2024 at 8:1:00 a.m.p.m. (Pacific Time) for the following purposes:
| 1. | Elect the |
| 2. | Ratify the appointment of BDO USA, |
| 3. | Approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement accompanying this Notice of Annual Meeting of Stockholders; and |
| 4. | Transact any other business properly brought before the Annual Meeting. |
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 22, 2023February 28, 2024 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and may vote at, the Annual Meeting or any continuation, postponement or adjournment thereof. We intend to mail the Notice Regarding the Availability of Proxy Materials, or the proxy statement and proxy card, as applicable, on or about March 13, 2024, to our stockholders of record on the Record Date.
The 20232024 Annual Meeting will be held in a virtual meeting format only, via a 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 attend the virtual Annual Meeting, please see the Questions and Answers section below for further 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 |
 |
| Angela Ahmad |
| General Counsel & Secretary |
| Irvine, California |
YOUR VOTE IS IMPORTANT! ALL STOCKHOLDERS ARE CORDIALLY INVITED TO
VIRTUALLY ATTEND THE ANNUAL MEETING
Whether or not you expect to attend the Annual Meeting, please submit your proxy or 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 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,April 23, 2024, 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 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 will 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
Questions and Answers About These Proxy Materials and Voting | 1 | ||||||
| 9 | |||||||
The Board of Directors and Certain Corporate Governance | |||||||
Proposal | |||||||
Security Ownership of Certain Beneficial Owners and Management | |||||||
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | |||||||
Other Information—Dodd-Frank Pay | |||||||
| 51 | |||||||
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Inari Medical, Inc.
6001 Oak Canyon, Suite 100
Irvine, CA 92618
PROXY STATEMENT
FOR THE 20232024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 2023APRIL 24, 2024
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why am I being 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 6, 2023.March 13, 2024.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on
May 18, 2023April 24, 2024 at 8:1:00 a.m.p.m. (Pacific Time)
via the internet (please visit www.proxydocs.com/NARI for more details)
The Proxy Statement for the 2024 Annual Meeting and Annual Report for the year ended December 31, 20222023 are available at: www.proxydocs.com/NARI.
How do I attend the Annual Meeting?
The 20232024 annual meeting of stockholders (the “Annual Meeting”) will be held on Thursday, May 18, 2023Wednesday, April 24, 2024 at 8:1:00 a.m.p.m. (Pacific Time) in a virtual meeting 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 with your control number at www.proxydocs.com/NARI prior to the registration deadline of MayApril 17, 2023,23, 2024, 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 7:12:45 a.m.p.m. (Pacific Time), and the Annual Meeting will begin promptly at 8:1:00 a.m.p.m. (Pacific Time). We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting,
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including any difficulties voting or submitting questions. If you encounter any difficulties accessing the virtual meeting through your unique link posted in the 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 (or voting instruction) card.
Can I ask questions at the virtual Annual Meeting?
Stockholders as of our Record Date who have properly registered to attend and participate in our virtual Annual Meeting will have an opportunity to submit questions via the internet during a designated portion of the Annual Meeting. These stockholders may also submit a question in advance of the Annual Meeting by registering at www.proxydocs.com/NARI prior to the registration deadline of 5:00 p.m. Eastern Time on May 17, 2023.April 23, 2024. Stockholders will be limited to no more than two questions per person. During the Annual Meeting, we will answer as many stockholder submitted questions as time permits, and any questions that we are unable to address during the Annual Meeting will be published and answered on our website following the Annual Meeting with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
Who can vote at the Annual Meeting?
Stockholders of record as of the close of business on March 22, 2023,February 28, 2024, the Record Date, or those with a valid proxy from a broker, bank or other nominee that held our shares on the Record Date will be entitled to vote at the Annual Meeting. As of the Record Date, there were 55,561,74757,960,555 shares of common stock outstanding and entitled to vote at the Annual Meeting.
Stockholder of Record: Shares Registered in Your Name
If, on March 22, 2023,February 28, 2024, your shares were registered directly in your name with Inari’s transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone or on the internet as instructed below (see “How do I vote?”) or, if applicable, complete, date, sign and return the proxy card mailed to you to ensure your vote is counted. You must register in advance at www.proxydocs.com/NARI if you wish to attend and vote at the Annual Meeting.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee, and Plan Shares
If, on March 22, 2023,February 28, 2024, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the organization that holds your shares has sent you the Notice (or, depending on your election, you may have received a printed copy of this proxy statement and our 20222023 Annual Report by mail or an electronic copy of those proxy materials by email). The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. The deadline for submitting
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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 virtually at the Annual Meeting, as part of the registration you will 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.
What am I voting on?
There are three matters scheduled for a vote:
The election of threefour Class IIII directors to serve until the 20262027 annual meeting of stockholders and until their successors are duly elected and qualified (“Proposal 1”);
The ratification of the appointment of BDO USA, LLPP.C. (“BDO”) as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 20232024 (“Proposal 2”); and
The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement (“Proposal 3”).
What if another matter is properly brought before the Annual Meeting?
The Board of Directors of the Company (the “Board” or the “Board of Directors”) knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the proxy you submit will authorize the persons named therein to vote the shares for which you grant your proxy on those matters in accordance with their discretion.
What is the Board’s voting recommendation?
The Board recommends that you vote your shares:
| 1. | “FOR” each of the |
| 2. | “FOR” the ratification of the appointment of BDO as the independent registered public accounting firm for the Company’s fiscal year ending December 31, |
| 3. | “FOR” the approval, on an advisory basis, of the compensation of our named executive officers. |
How do I vote?
With regard to the election of directors, you may either vote “For” the nominees or you may “Withhold” your vote for any one or more of the nominees you specify. For any other matters to be voted on, you may vote “For” or “Against” or “Abstain” from voting.
The procedures for voting depend on whether your shares are registered in your name or are held by a bank, broker or other nominee:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, there are several ways to direct how your shares are voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual Annual Meeting and vote even if you have already voted by
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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).
| Via the Internet | You may submit a proxy over the Internet at www.proxypush.com/NARI 24 hours a day, seven days a week. You will need the control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials). Proxies submitted through the Internet must be received by 11:59 p.m., Eastern Time, on | |
| By Telephone | You may submit a proxy using a touch-tone telephone by calling 1-866-250-6202, 24 hours a day, seven days a week. You will need the control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials). Proxies submitted by telephone must be received by 11:59 p.m., Eastern Time, on | |
| By Mail | If you received printed proxy materials, you may direct how your shares are voted at the Annual Meeting by completing, signing, and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than | |
| During the Annual Meeting | Instructions on how to vote while participating in the Annual Meeting live via the internet are posted at www.proxypush.com/NARI. To attend the Annual Meeting and vote your shares, you must register for the Annual Meeting by using the control number located on your Notice or proxy card. Please register at www.proxydocs.com/NARI prior to the registration deadline of | |
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 includes 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,April 23, 2024, at 5:00 p.m., Eastern Time. You will 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.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you owned as of March 22, 2023,February 28, 2024, the Record Date.
What if I return a proxy card but do not make specific choices?
If you return a signed and dated proxy card, without marking voting selections, your shares will be voted in accordance with the recommendations of the Board, “FOR” the election of all threefour nominees for Class IIII director, “FOR” the ratification of the appointment of BDO as the Company’s independent registered public accounting firm, and “FOR” the approval of the compensation of our named executive officers. If any other matter is properly presented at the Annual Meeting, your shares will be voted as described above under “—What if another matter is properly brought before the Annual Meeting”.
Will my vote be kept confidential?
Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed, except as required by law.
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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:
You may submit another properly completed proxy card with a later date by no later than May 17, 2023.April 23, 2024.
You may grant a subsequent timely proxy by telephone or through the internet by no later than May 17, 2023.April 23, 2024.
| • | You may send a timely written notice that you are revoking your proxy to Inari’s Secretary at 6001 Oak Canyon, Suite 100, Irvine, CA 92618 on or before the close of voting for the Annual Meeting; provided, however, that if you intend to revoke your proxy by providing such written notice, we advise that you also send a copy via email to IR@inarimedical.com. |
| • | You may attend and vote at the Annual Meeting if you have registered to attend the meeting at www.proxydocs.com/NARI prior to the registration deadline of |
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, bank 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 Proposal No. 1, the proposal to elect directors, and (ii) votes “For,” votes “Against,” votes to “Abstain” and broker non-votes (if applicable) for Proposals No. 2 and No. 3.
What are “broker non-votes”?
If 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 receive your voting instructions, the broker may 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. Only Proposal No. 2 (ratification of the appointment of our independent registered public accounting firm) is considered a “routine” matter for this purpose. Brokers do not have discretionary authority to vote on Proposal No. 1 (the election of directors) or Proposal No. 3 (approval, on an advisory basis, of the compensation of our named executive officers), without voting instructions from the beneficial owner. If you do not submit voting instructions and your broker exercises discretion to vote your shares on Proposal No. 2, your shares will constitute “broker non-votes” on Proposal No. 1 and Proposal No. 3. Broker non-votes on Proposal No. 1 and Proposal No. 3 will be counted for the purpose of determining whether a quorum is present at the Annual Meeting, but will not be counted in determining the outcome of those matters.
How many votes are needed to approve each proposal?
Proposal | Vote Required | Broker Discretionary Voting Allowed? | ||||
| No. 1. | Election of Directors – | Plurality | No | |||
| No. 2. | Ratification of the Appointment of BDO as the Company’s Independent Registered Public Accounting Firm | Majority Cast | Yes | |||
| No. 3. | Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers | Majority Cast | No | |||
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Voting Standard
A “Plurality,” with regard to the election of directors, means that the threefour 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. The approval by the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non votes), or “Majority Cast,” is required to approve Proposal No. 2 (ratification of the appointment of our independent registered public accounting firm) and Proposal No. 3 (approval, on an advisory basis, of the compensation of our named executive officers).
Accordingly:
| • | Proposal No. 1: For the election of directors, the |
| • | Proposal No. 2: To be approved, a majority of the total votes cast on Proposal No. 2 must be voted “For” the ratification of the appointment of BDO as the Company’s independent registered public accounting firm for the fiscal year ending December 31, |
| • | Proposal No. 3: To be approved, a majority of the total votes cast on Proposal No. 3 must be voted “For” the approval, on an advisory basis, of the compensation of our named executive officers. Abstentions and broker non-votes will not be considered votes cast on Proposal No. 3 and |
Please be aware that Proposal 2 and Proposal 3 are advisory only and will not be binding. The Board (including the Audit Committee and the Compensation Committee, as applicable) will review and consider the voting results when making future decisions regarding those matters.
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 55,561,74757,960,555 shares outstanding and entitled to vote. Thus, the holders of at least 27,780,87428,980,278 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 a valid proxy is submitted on your behalf by your broker, bank or other 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. In addition, we have retained Okapi Partners to assist in the solicitation of proxies for a fee of approximately $15,000 plus distribution costs and other expenses.
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, 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 pursuant to Rule 14a-8 due for inclusion in our Proxy Statementproxy statement for next year’s annual meeting due?meeting?
Stockholders wishing to present proposals for inclusion in our Proxy Statementproxy statement for the 20242025 annual meeting of stockholders (the “2024“2025 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 November 13, 2024, and must otherwise comply with Rule December14a-8. 8, 2023. Proposals should be sent to our Secretary at 6001 Oak Canyon, Suite 100, Irvine, CA 92618.
When are other proposals and stockholder nominations due for next year’s annual meeting due?meeting?
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 20242025 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 19,December 25, 2024 and not later than February 18, 2024January 24, 2025 in order to be considered. In the event that the 20242025 Annual Meeting is to be held on a date that is more 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 20242025 Annual Meeting.
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In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 20242025 Annual Meeting must deliver written notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 19, 2024.60 calendar days before the anniversary of the 2024 Annual Meeting, or February 23, 2025. However, if the date of the 2025 Annual Meeting is more than 30 days before or 30 days after the date of the 2024 annual meeting is a date before April 18, 2024, or after June 17, 2024,Annual Meeting, written notice pursuant to Rule 14a-19 must be received by the later of 60 days prior to the date of the 2024 annual meeting2025 Annual Meeting or the 10th calendar day following the day on whichafter our first public announcement of the date of the 2024 annual meeting of stockholder is first made.2025 Annual Meeting. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our Bylaws as described above.
Nominations or proposals should be sent in writing to our Secretarysecretary at 6001 Oak Canyon, Suite 100, Irvine, CA 92618. A stockholder’s notice to nominate a director or bring any other business before the Annual Meeting or the 20242025 Annual Meeting must set forth certain information, which is specified in our Bylaws.
We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with solicitation of proxies for our 20242025 Annual Stockholders’ Meeting. Stockholders may obtain our Proxy Statement (and any amendments and supplements thereto) and other documents as and when filed by us with the SEC without charge from the SEC’s website at: www.sec.gov.(1)
If you have any questions or need assistance in voting your shares, please write to Inari Investor Relations at IR@inarimedical.com.
| (1) | Reference to the SEC website is not intended to function as a hyperlink and the information contained on the SEC website is not intended to be part of this proxy statement. |
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PROPOSAL 1—ELECTION OF DIRECTORS
Under our governing documents, the Board has the power to set the number of directors from time to time by resolution. Our Board of Directors is presently composed of ten members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting, with each director to serve from the time of theirhis or her respective election until the third annual meeting of stockholders following theirhis or her respective election and until theirhis or her respective successor is duly elected and qualified.qualified, or until his or her earlier death, resignation or removal. Class I directors consist of Donald Milder, Rebecca Chambers, William Hoffman, Andrew Hykes and Andrew Hykes;Donald Milder; Class II directors consist of Dana G. Mead, Jr., Kirk Nielsen and Catherine Szyman; and Class III directors consist of Cynthia Lucchese, Jonathan Root, M.D., and Robert Warner. Mr. Hykes was appointed toKirk Nielsen will retire from our Board effective January 1, 2023 when he became our Chief Executive Officer.at the Annual Meeting.
The nominating and corporate governance committee of the Board has recommended, and the Board has approved, the nomination of each of our Class IIII directors, Ms. Lucchese, Mr. Warner,Chambers and Dr. Root,Messrs. Hoffman, Hykes and Milder, for re-election for a three-year term expiring at the 20262027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of Ms. Lucchese, Mr. Warner,Chambers and Dr. RootMessrs. Hoffman, Hykes and Milder is currently a director of the Company. Messrs. Hoffman and Midler were previously elected to the Board by our stockholders at our 2021 annual meeting, and each of Ms. Chambers and Mr. Hykes are standing for election by our stockholders for the first time. Mr. Hykes was appointed to the Board in connection with his promotion to serve as our Chief Executive Officer. Ms. Chambers was initially recommended for appointment to the Board by Mr. Hoffman.
Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Each nominee has agreed to serve if elected. If any nominee should become unable or unwilling for good cause to serve, the named proxies will have discretion to vote properly submitted proxies for a substitute nominee designated by our nominating and corporate governance committee and approved by the Board, or our Board may choose to reduce its size. We have no reason to believe that any nominee named will be unable or unwilling to serve if elected.
Nominees for Director and Continuing Directors
The Board has fixed the authorized number of directors at nine to be effective as of the close of the Annual Meeting. The names and ages of the nominees and continuing directors, and their length of service with the Company and Board committee memberships are set forth in the table below.
Name | Age | Director Since | Class Current Term Expires | Independent | AC | CC | NCG | ||||||||||||||||||||||||||||||||||||||||||
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Rebecca Chambers | June 2021 | | Class I 2024 Annual Meeting |
| Yes | | F, M, C** | | — | — | |||||||||||||||||||||||||||||||||||||||
William | February 2015 | | Class I 2024 Annual Meeting |
| No | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Andrew Hykes | January 2023 | | Class I 2024 Annual Meeting |
| No | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Donald Milder* | September 2011 | | Class I 2024 Annual Meeting |
| Yes | — | M | — | |||||||||||||||||||||||||||||||||||||||||
Continuing Directors** | |||||||||||||||||||||||||||||||||||||||||||||||||
Dana G. Mead, Jr. | 65 | October 2021 | | Class II 2025 Annual Meeting | | Yes | — | M | — | ||||||||||||||||||||||||||||||||||||||||
Catherine Szyman | 57 | November 2019 | | Class II 2025 Annual Meeting | | Yes | M** | M | — | ||||||||||||||||||||||||||||||||||||||||
Cynthia Lucchese | 63 | February 2015 | | Class III 2026 Annual Meeting | | Yes | F, C | — | M,C** | ||||||||||||||||||||||||||||||||||||||||
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Name | Age | Director Since | Class Current Term Expires | Independent | AC | CC | NCG | |||||||||
Jonathan Root, M.D. | 64 | January 2023 | Class III 2026 Annual Meeting | Yes | — | C | M | |||||||||
Robert Warner | 57 | September 2011 | Class III 2026 Annual Meeting | Yes | M | — | — | |||||||||
*: ChairmanChair of the Board F: Financial Expert M: Member C: Committee Chair
AC: Audit Committee NCG: Nominating & Corporate Governance Committee CC: Compensation Committee
** Mr. Nielsen chaired the NCG through March 2024 and served on the CC through July 2023. Ms. Szyman served on the AC through July 2023 and joined the CC in July 2023. Effective April 1, Ms. Lucchese will serve as chair of the NCG and Ms. Chambers will serve as chair of the AC.
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Biographical Information of Directors and Director Nominees
A brief biography of each nominee and each continuing director is set forth below, which includes information regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the nominating and corporate governance committee and the Board to believe that the director should serve on the Board.
| Class | ||
Age: 46 | Rebecca Chambers has served as member of our board of directors since June 2021. Since July 2021, Ms. Chambers has served as the Chief Financial Officer and Executive Vice President of Veracyte, Inc., a publicly traded global genomic diagnostics company. From June 2019 to July 2021, Ms. Chambers served as the Chief Financial Officer of Outset Medical, Inc., a medical technology company pioneering a novel technology to reduce the cost and complexity of dialysis. Prior to that, she was at Illumina, a genetic tools company, where she served in a number of roles: as the Vice President, Financial Planning and Analysis from July 2017 to May 2019, as Vice President, Investor Relations and Treasury from April 2015 to June 2017, and as Senior Director, Investor Relations from October 2012 to April 2015. Previously, Ms. Chambers served as Head of Investor Relations and Corporate Communications at Myriad Genetics, a molecular diagnostic company, from January 2011 to October 2012, and in various roles in investor relations at Life Technologies, a biotechnology company, from May 2009 to December 2010. She also previously held positions with Bank of America, a financial services company, and Millennium Pharmaceuticals, a biopharmaceutical company that was acquired by Takeda Pharmaceuticals Co. Ms. Chambers holds a B.S. from John Carroll University and an M.B.A. from The S.C. Johnson Graduate School of Management, Cornell University. | |
We believe Ms. Chambers’s extensive healthcare leadership experience in high growth companies qualifies her to serve on our Board.
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Director since 2015 Age: 56 | William Hoffman has served as a member of our Board since February 2015 and previously served as our Chief Executive Officer and President from February 2015 until December 2022. Mr. Hoffman previously served as Chief Executive Officer at Visualase, Inc., a private company focusing on MRI-guided lasers, from May 2008 until its acquisition by Medtronic PLC, in July 2014. Prior to this, Mr. Hoffman was the Chief Operating Officer of Rubicor Medical, Inc., a private company focusing on minimally invasive breast biopsy and lumpectomy technology, from April 2006 to November 2007. From July 2003 to February 2006, Mr. Hoffman served as Director of Sales and then the Vice President of Sales at FoxHollow Technologies, Inc, a private and later, a public company that makes medical devices used to treat peripheral artery disease. He currently serves on the board of Magenta Medical, Inc., a privately-held company dedicated to the development of miniaturized blood pumps, and is a partner at Vensana Capital, a medtech-focused investment firm. Mr. Hoffman received a B.A. from Dickinson College. |
We believe Mr. Hoffman’s extensive management experience in the medical device industry, and his understanding of our business, operations and strategy qualify him to serve on our Board.
Director since 2023 Age: 51 | Andrew Hykes has served as our Chief Executive Officer, President and a member of our Board since January 2023. Mr. Hykes previously served as our Chief Operating Officer from October 2020 to December 2022, and 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., 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. |
We believe that Mr. Hykes’ proven medical device operating executive leadership, with broad functional, geographic and sector experience, qualifies him to serve as our Chief Executive Officer and on our Board.
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Director since 2011 Age: 70 | Donald Milder has served as a member of our Board since September 2011 and as Chair of our Board since December 2019. In 1999, Mr. Milder co-founded Versant Venture Management, LLC, or Versant, where he has been a Managing Director since its inception. Versant is a venture capital firm that invests in medical devices, biotechnology, life science, pharmaceuticals and healthcare sectors. Previously, Mr. Milder was a Managing Director with CPVP Management LP from August 1989 to November 1999, where he was responsible for their healthcare investments. Prior to this, Mr. Milder was the Chief Executive Officer of Infusion Systems Corporation from 1984 to 1989. He currently serves as a board member for several private companies and a charitable foundation. Mr. Milder received a B.A. from Union College and an M.B.A. from Harvard Business School. |
We believe Mr. Milder is qualified to serve as a director and as the Chair of our Board due to his extensive experience as a venture capital investor and member of the board of multiple medical device companies.
Continuing Directors | ||
Director since 2019 Age: 63 | Cynthia Lucchesehas served as a member of our Board since November 2019. From November 2020 through February 2023, Ms. Lucchese was the Chief Strategy Officer of Penske Entertainment Corp., a subsidiary of Penske Corporation, |
We believe Ms. Lucchese is qualified to serve on our Board because of her extensive experience in accounting, finance, and business strategy, serving as a board member of public companies, and in the medical device industry.
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We believe Dr. Root’s medical, management and directorship experience in the healthcare industry qualifies him to serve on our Board.
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We believe Mr. Warner’s decades of executive operating experience, including internationally, qualifies him to serve on our Board.
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Director since 2021 Age: 65 | Dana G. Mead, Jr. has served as a member of our Board since October 2021. From May 2019 to February 2021, Mr. Mead served as President and CEO of HeartFlow, Inc., a medical device company located in Redwood City, CA. From November 2016 to May 2019, Mr. Mead served as the President and Chief Executive Officer of Beaver-Visitec International, a medical device company located in Waltham, MA. Previously, Mr. Mead was a Strategic Advisor and Partner at Kleiner Perkins Caufield & Byers, a venture capital firm, having joined the firm in May 2005 and serving until June 2016. Mr. Mead was at Guidant Corporation, a cardiovascular medical device company, from 1992 to 2005, most recently as President, Guidant Vascular Intervention. Mr. Mead currently serves on the boards of Inspire Medical Systems, Inc. (NYSE: INSP), a medical technology company, where he serves as a member of the audit committee, and Pulmonx Corporation (NASDAQ: LUNG), a medical device company, where he serves as |
We believe Mr. Mead is qualified to serve on our Board due to his extensive leadership experience in the medical device space, and his significant experience serving on public company boards.
Director since 2011 Age: 64 |
|
We believe Mr. Nielsen is qualifiedDr. Root’s medical, management and directorship experience in the healthcare industry qualifies him to serve on our Board due to his extensive management experience and having served on the board of several medical technology companies.Board.
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Director since 2019 Age: 57 | Catherine Szyman has served as a member of our Board since November 2019. Since January 2015, Ms. Szyman has been the Corporate Vice President of Critical Care at Edwards Lifesciences Corp., a public company and global leader in patient-focused medical innovations for structural heart |
We believe Ms. Szyman is qualified to serve on our Board because of her extensive leadership experience and knowledge of medical device companies.
Director since Age: 57 |
We believe Ms. Chambers’s extensive healthcare leadership experience in high growth companies, qualifies her to serve on our Board.
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We believe Mr. Hoffman’s extensive managementWarner’s decades of executive operating experience, in the medical device industry, and his understanding of our business, operations and strategy qualifyincluding internationally, qualifies him to serve on our Board.
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We believe that Mr. Hyke’s proven medical device operating executive leadership, with broad functional, geographic and sector experience, qualifies him to serve as our Chief Executive Officer and on our Board.
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We believe Mr. Milder is qualified to serve as the Chair of our Board due to his extensive experience as a venture capital investor and member of the board of multiple medical device companies.
OUR BOARD RECOMMENDS A VOTE “FOR” EACH OF THE THREEFOUR NAMED CLASS IIII DIRECTOR NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.
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THE BOARD OF DIRECTORS AND CERTAIN CORPORATE GOVERNANCE MATTERS
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., 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 currently consists of ten 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:
Class I directors consist of Rebecca Chambers, William Hoffman, Andrew Hykes and Donald Milder, and Andrew Hykes, whose terms expire at the 2024 annual meeting of stockholders;Annual Meeting;
Class II directors consist of Dana G. Mead, Jr., Kirk Nielsen and Catherine Szyman, whose terms expire at the 2025 Annual Meeting except that Mr. Nielsen will retire from the Board at the Annual Meeting; and
Class III directors consist of Cynthia Lucchese, Jonathan Root, M.D. and Robert Warner, whose terms expire at the 20232026 annual meeting of stockholders.
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. The Board has fixed the authorized number of directors at nine to be effective as of the Annual Meeting.
INDEPENDENCE OF THE BOARD OF DIRECTORS
The Board has affirmatively determined that each of Mses. Chambers, Lucchese and 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 considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board 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 among any of our directors or 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 ChairmanChair 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.
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The Board reviews its leadership structure periodically as part of its annual self-assessment process.process and the Board reaffirms the selection of the Chair annually. 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. Hykes 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. Hykes brings Company-specific experience, expertise and leadership.
The Board does not have a lead Independent Director since our Chair is independent. Our Corporate Governance Guidelines provide that our Independent Directors meet in executive session without non-Independent Directors or management present on a regularly scheduled basis, but no less than twice per year. The Board, including each of its committees, also has complete and open access to any member of the Company’s management and the authority to retain independent advisors as the Board or such committee deems appropriate. In addition, all members of the audit committee, the nominating and corporate governance committee and the compensation committee are Independent Directors, and the committee chairs have authority to hold executive sessions without management and non-Independent Directors present.
BOARD DIVERSITY
We consider diversity, such as gender, race and ethnicity, and diversity of backgrounds, in identifying director nominees and view such diversity characteristics as meaningful factors to consider, but do not have a formal diversity policy. The following table shows an overview of the current composition of our Board:
Board Diversity Matrix (As of April 6, 2023) | ||||||||||||||||||||||||||||||||
Board Diversity Matrix (As of March 13, 2024) | Board Diversity Matrix (As of March 13, 2024) | |||||||||||||||||||||||||||||||
Board Size: | Board Size: |
| Board Size: |
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Total Number of Directors | 10 | 10 | ||||||||||||||||||||||||||||||
| Female | Male | Non-Binary | Did not Disclose Gender | Female | Male | Non-Binary | Did not Disclose Gender | |||||||||||||||||||||||||
Gender: | Gender: |
| Gender: |
| ||||||||||||||||||||||||||||
Directors | 3 | 7 | 0 | 0 | 3 | 7 | 0 | 0 | ||||||||||||||||||||||||
Number of Directors Who Identify in Any of the Categories Below: | Number of Directors Who Identify in Any of the Categories Below: |
| Number of Directors Who Identify in Any of the Categories Below: |
| ||||||||||||||||||||||||||||
African American or Black | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Asian (other than South Asian) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
South Asian | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Hispanic or Latino | 0 | 1 | 0 | 0 | 0 | 1 | 0 | 0 | ||||||||||||||||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
White | 3 | 6 | 0 | 0 | 3 | 6 | 0 | 0 | ||||||||||||||||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
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Persons with Disabilities | 0 | 0 | ||||||||||||||||||||||||||||||
ROLE OF THE BOARD IN RISK OVERSIGHT
Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting, as well as our policies with respect to enterprise risk management, including data security practices and cybersecurity risk management.threats. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest. The
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compensation committee considers our compensation policies and practices, applicable to all employees, with the input and assistance of management, to determine if their structure or implementation provides incentives to employees to take unnecessary or inappropriate risks that could have a material adverse effect on the Company.
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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
During the fiscal year ended December 31, 2022,2023, the Board held nineeight meetings. Each Board member attended 75% or more of the aggregate meetings of the Board and of the committees on which they served 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. AllNine of our 10 directors serving on our Board in May 20222023 attended our 20222023 Annual Meeting of Stockholders.
Our non-employee directors meet from time to time and at least annually in executive session.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board has three standing committees: 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, (iii) our risk assessment and risk management program, (iv) the qualifications, independence and performance of our independent auditor and (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:
appointing, compensating, retaining and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;
discussing with our independent auditor any audit problems or difficulties and management’s response;
| • | pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the audit committee or exempt from such requirement under the rules of the SEC); |
reviewing and discussing policies with respect to financial risk assessment and risk management;
reviewing and discussing our legal, regulatory, and ethical compliance programs;
reviewing and discussing with management policies and risks related to information systems, data privacy and cybersecurity;
reviewing our internal audit function and overseeing the internal auditor;
reviewing and discussing our annual and quarterly financial statements with management and our independent auditor; and
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
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Our audit committee currently consists of Mses. Chambers, Lucchese and Szyman and Mr. Warner, with Ms. Lucchese serving as chair. Ms. Szyman also served on the audit committee until she joined the compensation committee in July 2023. Our Board has affirmatively determined that Ms. Chambers, Ms. Lucchese Ms. Szyman, and Mr. Warner meet, and during the period of her service in 2023, Ms. Szyman met, the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. In addition, our Board has determined that Ms. Lucchese and 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.
The audit committee held sevenfour meetings in 2022.2023.
Compensation Committee
Our compensation committee oversees our compensation policies, plans and programs relating to our directors and executive officers. Our compensation committee operates under a written charter and is responsible for, among other things:
reviewing our compensation philosophy and annually reviewing our executive compensation and benefit policies and programs;
reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and (either alone or, if directed by the Board, in conjunction with a majority of the independent directors on the Board) setting our Chief Executive Officer’s compensation;
reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officersofficers;
reviewing and making recommendations to our Board regarding director compensation;
| • | reviewing policies and programs concerning perquisite benefits and non-cash or other benefits for our executive officers; |
engaging in risk assessments of our compensation programs;
reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans and arrangements;
establishing stock ownership guidelines for our executive officers and directors and monitoring compliance;
reviewing and overseeing the administration of our clawback policy and recommending any proposed changes to the Board;
overseeing our human capital management efforts and related disclosures;
reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure; and
appointing, compensating and overseeing any compensation consultants.
Our compensation committee currently consists of Messrs. Milder, Mead and NielsenDr. Root, and Dr. Root,Ms. Szyman, with Dr. Root serving as chair.chair through the end of March 2024 and Mr. Mead becoming chair effective April 1, 2024. Mr. Nielsen also served on the compensation committee through July 2023. The composition of our compensation committee meets the requirements for independence under the current Nasdaq listing 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 the compensation committee is a non-employee director, as defined in Section Rule 16b-3 of under the Exchange Act.
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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 Chief Executive Officer, our Chief Financial Officer, our General Counsel, and our Vice President, Human Resources, in addition to the compensation committee’s independent advisors, may attend portions of the compensation committee meetings for the purpose of providing analysis and information to assist management with their recommendations on various compensation matters. Management does not participate in the executive sessions of the compensation committee.
The compensation committee engaged Compensia as an independent advisor to the compensation committee through March 2022. Compensia conducted an analysis and provided advice on, among other things, the equity compensation granted to our executive officers, including our Chief Executive Officer, director compensation and peer group selection and reported directly to the compensation committee. Compensia also collected and analyzed compensation information from a peer group of comparable public companies, which analysis was considered by the compensation committee when making its determinations regarding executive compensation in 2022, as detailed below in the section titled “Executive Compensation.”
In April 2022, the compensation committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as an independent advisor to the compensation committee. FW Cook reports directly to the compensation committee, which retains sole authority to direct the work of and engage FW Cook. During 2022,2023, FW Cook conducted an analysis and provided advice on, among other things, the equity compensation granted to our executive officers, including our Chief Executive Officer, and peer group selection.selection and our clawback policy. As part of its analysis, FW Cook collected and analyzed compensation information from a peer group of comparable public companies.
The compensation committee, taking into account the various factors prescribed by Nasdaq regarding the independence of compensation consultants, reviewed each of Compensia’s or FW Cook’s independence and does not believe that retaining either Compensia and FW Cook results in any conflict of interest.
The compensation committee held sixeight meetings during 2022.2023.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee assists our Board in overseeing corporate governance matters and in reviewing and recommending nominees for election as directors. Our nominating and corporate governance committee operates under a written charter and is responsible for, among other things:
identifying individuals qualified to become members of our Board, consistent with criteria set forth in the corporate governance guidelines and any additional criteria approved by our Board;
recommending to our Board the nominees for election to our Board at annual meetings of our stockholders;
reviewing Board committee structure and membership;
overseeing programs and practices on ESG topics, including environmental sustainability and climate change, governance and social matters;
overseeing the evaluation of our Board and management;Committees;
reviewing and reassessing compliance with the code of ethics and conduct and recommend any proposed changes to our Board; and
developing and recommending to our Board any proposed changes to our corporate governance guidelines and principles.
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Our nominating and corporate governance committee currently consists of Mr. Nielsen, Dr. Root and Ms. Lucchese, with Mr. Nielsen serving as chair.chair through the end of March 2024 and Ms. Lucchese becoming chair effective April 1, 2024. In connection with his retirement at the Annual Meeting, Mr. Nielsen will no longer serve on our nominating and corporate governance committee. The composition of our nominating and corporate governance committee meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.
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The nominating and corporate governance committee held fourthree meetings in 2022.2023.
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,a 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:
the appropriate size and theoverall diversity of the Board;
the needs of the Board with respect to the particular talents and experience of its directors;
the knowledge, skills and experience of nominees, including experience in the industry in which the Company operates, business, finance, management or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;
familiarity with domestic and international business matters;
familiarity and experience with legal and regulatory requirements; and
experience with accounting rules and practices.
Pursuant to the nominating and corporate governance committee charter, the nominating and corporate governance committee periodically reviews the composition of the Board in light of then current challenges and needs of the Board and the Company and determines whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, skills, background and experience. Although the nominating and corporate governance committee does not have a formal policy regarding diversity on the Board, the nominating and corporate governance committee is sensitive to the importance of nominating persons with different perspectives, backgrounds and experience to enhance the deliberation and decision-making processes of the Board. The nominating and corporate governance committee also considers applicable laws and regulations.
Once the nominating and corporate governance committee and the Board determine that it is appropriate to add a new director, either to fill a vacancy or as a new position, the nominating and corporate governance committee uses a flexible set of procedures in selecting individual director candidates. This flexibility allows the nominating and corporate governance committee to adjust the process to best satisfy the objectives it is attempting to accomplish in any director search. The first step in the general process is to identify the type of candidate the nominating and corporate governance committee may desire for a particular opening, including establishing the specific target skill areas, experiences and backgrounds that are to be the focus of a director search. The nominating and corporate governance committee may consider candidates recommended by management, by members of the nominating and corporate governance committee, by the Board, by stockholders or by a third party it may engage to conduct a search for possible candidates.
Once candidates are identified, the nominating and corporate governance committee conducts an evaluation of qualified candidates. The evaluation generally includes interviews and background and reference checks. There is no difference in the evaluation process of a candidate recommended by a stockholder as compared to the evaluation process of a candidate identified by any of the other means described above. In identifying and evaluating potential nominees to serve as directors, the nominating and corporate governance committee will examine each nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate.
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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
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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 election or reelection, as applicable, as our directors at the Annual Meeting, and the Board has approved such recommendations.
Stockholders who wish to recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates may submit the names of the recommended individuals, together with appropriate biographical information and background materials, to the nominating and corporate governance committee, c/o Secretary, 6001 Oak Canyon, Suite 100, Irvine, CA 92618. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Our relationship with our stockholders is an important part of our corporate governance program. Engaging with our stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, and investor conferences and meetings. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases and our website. Our conference calls for quarterly earnings releases are open to all. These calls are available in real time and as archived webcasts on our website for a period of time. We also provide a question-and-answer session at our Annual Meeting.
The Board has adopted a process for stockholders and others to send communications to the Board or any director. All such communications should be sent by mail addressed to the Board or any particular director at 6001 Oak Canyon, Suite 100, Irvine, CA 92618, c/o Angela Ahmad, General Counsel & Secretary. All appropriate communications received by Ms. Ahmad will be sent directly to the Board or to the particular director.
CODE OF ETHICS AND CONDUCT
Our Board of Directors has adopted a code of ethics and conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our code of ethics and conduct is available in the Governance section of the Investor Relations section of our website at www.inarimedical.com.www.inarimedical.com. Information on or accessible through our website is not incorporated by reference in this Proxy Statement. We intend to disclose future amendments to our code of ethics and conduct, or any waivers of such code, on our website or in public filings as required by applicable Nasdaq listing standards and SEC rules.
2221
DIRECTOR COMPENSATION
The Compensation Committee of the Board reviews and makes recommendations to the full Board on compensation provided to non-employee directors annually, as required by its charter. For 2022,2023, our director compensation program consisted of the following components:
Cash Compensation. During 2022,2023, we paid an annual retainer to our non-employee directors of $50,000. We also paid an additional $48,000 retainer to the Chairman of the Board. Each non-employee director received additional retainers for service on the committees, as follows:
Committee | Chair Retainer | Membership Retainer | ||||||
Audit | $ | 20,000 | $ | 10,000 | ||||
Compensation | $ | 15,000 | $ | 7,500 | ||||
Nominating and Corporate Governance | $ | 10,000 | $ | 5,000 | ||||
Equity Compensation. Our non-employee directors were also eligible to receive equity compensation during 20222023 as described below.
Initial Grant. Upon appointment to the Board, a non-employee director who is initially elected or appointed to serve on the Board automatically shall be granted a restricted stock unit (RSU) award with a grant date value of approximately $240,000$160,000 on the date on which such director is appointed or elected to serve on the Board and which vests in substantially equal installments on each of the first, second and third anniversary of the applicable grant date, subject to such director’s continued service through the applicable vesting date.
Annual Grant. A non-employee director who is serving on the Board as of the date of the annual meeting of the Company’s stockholders each calendar year shall be granted, on such annual meeting date, RSUs with a grant date value of approximately $160,000, which shall vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the director’s continued service through the applicable vesting date.
The number of shares of our common stock subject to an initial grant or annual grant will be determined by dividing the grant date value of the initial grant or annual grant (as applicable) by the trailing 30-day average closing price for our common stock through and including the date prior to the applicable grant date.
Each such award will vest in full upon a change in control of our company (as defined in the Company’s 2020 Incentive Award Plan (the “2020 Plan”)).
In 2023, the Compensation Committee reviewed the compensation of the non-employee directors and considered information provided by FW Cook with respect to peer group benchmarking. Following the review, the Compensation Committee recommended, and in October 2023, the Board approved the following changes to director compensation to better align with the median pay for our peer group: (i) an increase to the annual cash retainer from $50,000 to $55,000, (ii) an increase to the initial grant of RSUs upon joining the Board from $160,000 to $175,000 and pro-ration of the initial RSU grant for any director joining our Board in between annual meetings, and (iii) an increase to the annual RSU grant from $160,000 to $175,000. The amendments to our Non-Employee Director Compensation Program became effective as of January 1, 2024.
Compensation under our Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2020 Plan.
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20222023 Director Compensation Table
The following table sets forth information concerning the compensation paid or awarded to each individual who served as a non-employee director at any time during 2022.2023. We also reimburse directors for expenses incurred in connection with their service as directors, including travel expenses for meetings. All compensation paid to Mr. Hoffman,Hykes, our former Chief Executive Officer, is reported below in the “Summary Compensation Table.” Mr. HoffmanHykes did not receive additional compensation for his services as a director during 2022.2023.
Director Compensation in 20222023
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | ||||||||||||||||||
Current Directors | ||||||||||||||||||||||||
Rebecca Chambers | 57,500 | 155,098 | 212,598 | 60,000 | 160,928 | 220,928 | ||||||||||||||||||
William Hoffman | 37,500 | 160,928 | 198,428 | |||||||||||||||||||||
Cynthia Lucchese | 72,500 | 155,098 | 227,598 | 75,000 | 160,928 | 235,928 | ||||||||||||||||||
Dana G. Mead, Jr. | 55,000 | 155,098 | 210,098 | 57,500 | 160,968 | 218,428 | ||||||||||||||||||
Donald Milder | 103,000 | 155,098 | 258,098 | 105,500 | 160,968 | 266,428 | ||||||||||||||||||
Kirk Nielsen | 65,000 | 155,098 | 220,098 | 66,134 | 160,968 | 227,062 | ||||||||||||||||||
Jonathan Root, M.D. | 67,500 | 155,098 | 222,598 | 70,000 | 160,968 | 230,928 | ||||||||||||||||||
Catherine Szyman | 57,500 | 155,098 | 212,598 | 59,544 | 160,968 | 220,472 | ||||||||||||||||||
Robert Warner | 35,166 | 452,595 | 487,761 | 60,000 | 160,968 | 220,928 | ||||||||||||||||||
| (1) | Reflects cash compensation paid to each director in 2023 for service on the Board and one or more Committees of the Board. |
| (2) | Consists of |
The table below sets forth those non-employee directors for the year ended December 31, 2023 who had RSU or stock options outstanding as of December 31, 2023, and the number outstanding as of that date.
PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The audit committee has appointed BDO USA, Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of BDO as the Company’s independent registered public accounting firm. However, the Board is submitting the appointment of BDO to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the audit committee will reconsider whether to retain BDO. Even if the appointment 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,
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Principal Accountant Fees and Services The following is a summary of the fees and services provided by BDO to the Company for fiscal years 2022 and
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. 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 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 committee concerning independence and the independence of BDO from the Company and its management. Based on this review and discussion, the audit committee recommended to the Board that the audited consolidated financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, Respectfully submitted by the members of the audit committee of the Board of Directors as of February Cynthia Lucchese, Chair Rebecca Chambers
Robert Warner
PROPOSAL 3—ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 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. The Compensation of the Company’s NEOs subject to this advisory vote is disclosed in this proxy statement under the Section entitled “Executive Compensation—Compensation Discussion and Analysis,” 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 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 THE BOARD OF DIRECTORS RECOMMEND A VOTE IN FAVOR, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information known to us regarding beneficial ownership of our common stock by each stockholder known by the Company to own beneficially more than 5% of the Company’s common stock as of 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 following Unless otherwise indicated, the mailing address of each of the stockholders below is c/o Inari Medical, Inc., 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.
27
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. Hykes’ biography can be found above with the biographies of the other members of the Board. Biographies for our other executive officers are below.
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE SUMMARY This Compensation Discussion and Analysis is intended to assist our stockholders in their efforts to understand our executive compensation program by providing an overview of our executive compensation-related policies, practices, and decisions for
Mitchell Hill, Chief Financial Officer,
Thomas Tu, M.D., Chief Medical Officer.
Patients first. No small plans. Take care of each other. These are the guiding principles that form the ethos of Inari Medical. We are committed to improving lives in extraordinary ways by creating innovative solutions for both unmet and underserved health needs. In addition to our purpose-built solutions, we leverage our capabilities in education, clinical research, and program development to improve patient outcomes. We are passionate about our mission to establish our treatments as the standard of care for venous thromboembolism and
Key financial and operating highlights for
We reported revenue of During the year, we surpassed 100,000 VTE patients treated since we began commercializing in 2018.
We launched six new
We In PE, we nearly completed enrollment in our first randomized control trial, PEERLESS, a prospective, multicenter trial that is evaluating FlowTriever’s performance in patients with intermediate risk
30 In DVT, we launched DEFIANCE, our
We continued to expand into international markets, including
We
Consistent with our performance and compensation philosophy as detailed below, the Compensation Committee (the Committee) took the following key actions with respect to the total compensation of our NEOs for and during
Executive Compensation Philosophy
Align the interests of our executives with business priorities and stockholders. Attract, retain, engage, and motivate talented executive officers Remain market competitive and internally equitable 31 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
PROCESS FOR DETERMINATION OF COMPENSATION Role of Compensation Committee The Committee establishes our compensation philosophy, program design and Role of the Chief Executive The Committee works with our CEO and the independent compensation consultant to set compensation levels for the
Role of Compensation Consultant The Committee
Consistent with Nasdaq listing standards, the Committee reviews and confirms the
32 Compensation Peer Group and Peer Selection Process The Committee
Company size – revenue, Industry and global reach Cost structures and business models FW Cook recommended the following changes from
The
The Committee reviewed our peer group in
Stockholder Engagement
At our 33 Chief Executive Officer Transition As previously disclosed in our August 3, 2022 Form 8-K filing, we executed our Chief Executive Officer succession plan effective January 1, 2023, at which time Mr. Hoffman transitioned to a role as non-employee director and Mr. Hykes succeeded Mr. Hoffman as CEO. The Committee approved the following changes for 2023 after considering factors including competitive market data for the CEO role, typical practices for internally promoted CEOs, and our compensation philosophy: Base salary increased from $500,000 to $700,000 Annual incentive plan target opportunity increased from 65% of salary to 100% of salary Target long-term incentive award increased from $2,329,000 to $3,750,000 No special bonuses or awards were provided to Mr. Hykes or Mr. Hoffman in connection with the transition. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM In order to achieve our objectives, the Committee utilizes the components of compensation set forth below.
In addition, our NEOs are eligible to participate in our health and welfare programs and our 401(k) plan and ESPP on the same basis as our other employees. Each of these elements of compensation for
By emphasizing annual and long-term incentives, our
A significant majority of
Base Salaries The base salary In
Annual Incentive Cash Compensation
Target opportunities
35 Performance Measures and Payout Determination.
The following table summarizes the total
Long-Term Incentives
In 2023, the Committee included stock options as
36
For
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, 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 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 through 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. In Employee 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 37 accounts; (c) long-term disability insurance; and (d) life insurance. In addition, all of our full-time employees can elect to participate in our 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 We entered into new employment agreements with each of our NEOs during 2023, which replaced their existing employment agreements. 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
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. Clawback Policy Our Clawback Policy applies to incentive compensation paid to our executive officers, including our NEOs. The policy provides that if we are required to prepare an accounting restatement due to our material non-compliance with any financial reporting requirement, our Compensation Committee shall require the NEO to forfeit all or part of any applicable incentive compensation received by the NEO during the covered period. For purposes of this policy, incentive compensation means any compensation that is earned, granted, or vested based wholly or in part upon the attainment of a financial reporting measure. Our Clawback Policy complies with the requirements of the new SEC and Nasdaq rules. 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 38 The preceding report has been furnished by the members of the Committee: Jonathan Root, M.D. (Chair) Dana G. Mead, Jr.
SUMMARY OF EXECUTIVE COMPENSATION Summary Compensation Table The following table summarizes the compensation of our NEOs during fiscal years 2023, 2022
Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards to our NEOs during the fiscal year ended December 31, GRANTS OF PLAN-BASED AWARDS FOR
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Employment Agreements for Executive Officers In
Pursuant to his current employment agreement, Mr. Under the employment agreement, Mr. For a discussion of the payments and other benefits to which Mr. Mitchell Hill The
For a discussion of the payments and other benefits to which
Outstanding The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, OUTSTANDING EQUITY AWARDS AT
Options Exercised and Stock Vested The following table sets forth information regarding options exercised, and the number of shares of common stock acquired upon the vesting of RSUs, in each case, by our NEOs for the fiscal year ending December 31,
42 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL As described above, we entered into new employment agreements with each of our NEOs in September 2023 that amend and replaced each executive’s existing employment agreement. The new employment agreements: (i) provide for automatic renewal on the fifth anniversary of the effective date for additional Andrew Hykes In However, if either such termination of employment occurs three months prior to, on, or within 12 months following a “change in control” (as defined in the 2020 Plan), then Mr. The severance payments and benefits described above are subject to Mr.
Mitchell Hill In
Dr. Tu contain the same termination-related terms and conditions as Mr. 43 Summary of Potential Payments The following table summarizes the payments and other benefits that would be provided to our NEOs upon the occurrence of certain qualifying terminations of employment and/or a change in control, in any case, occurring on December 31,
Pay Ratio Disclosure As a result of the rules the SEC adopted under the Dodd-Frank Act and Item 402 (u) of Regulation S-K, we are providing the following disclosure about the ratio of the total annual compensation of our Chief Executive Officer during fiscal For 44 Calculation Methodology We identified the employee with compensation at the median of the compensation of all of our employees (median employee) by considering our employee population as of December 31, For To identify our median employee, we chose to use a consistently-applied compensation measure, which we selected as base salary for Our employee population as of our determination date consisted of approximately Using this methodology, we identified the individual at the median of our employee population. We then calculated the annual total compensation for this individual using the same methodology we use to calculate the amount reported for our CEO in the “Total” column of the Summary Compensation Table as set forth in this Proxy Statement.
Other Information—Dodd-Frank Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-FrankWall Street Reform andConsumer Protection Act of 2010, andItem 402(v) of RegulationS-K, we are providing the following information about executive compensation for our principal executive officer 10-K. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For information about ourpay-for-performance refer to the Compensation Discussion and Analysis section above.
46
Relationship Between Compensation Actually Paid and Performance Measures The  47   CAP vs. Revenue The    Inari TSR vs. S&P Healthcare Equipment Select Industry Index  The graph below illustrates the relationship between our   Tabular List of Financial Performance Metrics We believe the three performance measures below represent the most important financial performance measures used by us to Revenue; Operating income; and Stock Price Performance. For additional details regarding our most important financial performance measures, please see Compensation Discussion and Analysis 49 Equity Compensation Plan Information The following table provides certain information with respect to all of our equity compensation plans as of December 31,
50 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Policies and Procedures for Related Party Transactions Our Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K promulgated by the SEC, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy but are reviewed on a regular basis by the audit committee. We describe below transactions and series of similar transactions, since the beginning of our last fiscal year or currently proposed, to which we were a party or will be a party, in which:
the amounts involved exceeds $120,000; and
any of our directors, executive officers or beneficial holders of more than 5% of any class of our capital stock had or will have a direct or indirect material interest. Recruiting Services The Company utilizes MRI The Hoffman Group (“MRI”), a recruiting services company owned by the brother of William Hoffman, Director and Officer Indemnification and Insurance We have entered into indemnification agreements with each of our directors and executive officers and have purchased directors’ and officers’ liability insurance. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership and reports of changes in the ownership with the SEC. To our knowledge and based solely on a review of the copies of such reports filed with the SEC, during the fiscal year ended December 31, 2023, our executive officers, directors and greater than ten percent beneficial owners were complied with on a timely basis, except that, due to administrative error, a late Form 4 was filed for Mr. Hoffman on each of (1) May 18, 2023 reporting the sale of shares on May 15, 2023 and (2) October 3, 2023 reporting the withholding on April 1 and July 1, 2023 of shares of common stock to satisfy tax obligations in connection with the vesting of RSUs. HOUSEHOLDING OF PROXY MATERIALS The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for the Notice or other proxy materials with respect to two or more stockholders sharing the same address by delivering a single Notice or other proxy materials addressed to those stockholders. This process, 51 which is commonly referred to as householding, potentially provides extra convenience for stockholders and cost savings for companies. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. A Notice or proxy materials will be delivered in one single envelope to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent with your broker. Upon written request to Secretary, Inari Medical, Inc., 6001 Oak Canyon, Suite 100, Irvine, CA 92618, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a
stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, please contact your broker if you are a beneficial holder through a broker, or, if you are a registered holder, contact our transfer agent, American Stock Transfer & Trust Company, LLC. NO INCORPORATION BY REFERENCE In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC, information that should be considered as part of the filing that you are reading. Based on SEC regulations, the reports of the Compensation Committee and Audit Committee included in this proxy statement are not specifically incorporated by reference into any other filings that we make with the SEC. In addition, references to our website are not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. Information on our website, other than our proxy statement, Notice of Annual Meeting of Stockholders, and form of proxy, is not part of the proxy soliciting material and is not incorporated herein by reference. OTHER MATTERS The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the proxy you submit will authorize the persons named therein to vote the shares for which you grant your proxy on such matters in their discretion. The contents of this Proxy Statement and the sending thereof to the stockholders have been authorized by the Board. By Order of the Board of Directors
Angela Ahmad General Counsel and Secretary
A copy of our Annual Report on Form 10-K for the year ended December 31,
INARI P.O. BOX 8016, CARY, NC 27512-9903 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/NARI • • Cast your vote online • Have your Proxy Card ready Follow the simple instructions to record your vote PHONE Call 1-866-250-6202 • • Use any touch-tone telephone • Have your Proxy Card ready Follow the simple recorded instructions MAIL • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided You must register at www.proxydocs.com/NARI by
Inari Medical, Inc. Annual Meeting of Stockholders Please make your marks like this: X THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 BOARD OF DIRECTORS YOUR VOTE RECOMMENDS PROPOSAL 1. To elect the | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
