Addam Chupa

About Addam Chupa

Addam Chupa is Executive Vice President and Chief Information Officer at InfuSystem (INFU), age 46, having joined the company in January 2020 after IT leadership roles at Forum Health and Diplomat Pharmacy; he holds a BBA in Computer Information Systems from Walsh College . During his tenure, company performance has shown revenue and profitability gains in 2024–2025, with net revenues rising to $107.2M for the nine months ended Sep 30, 2025 from $101.0M in the prior-year period and Non-GAAP Adjusted EBITDA improving to $22.7M for the TTM ended Sep 30, 2025 vs $17.8M for the nine months ended Sep 30, 2024, alongside an ERP modernization program and launch of a machine learning billing platform under management’s broader initiatives .

Company performance snapshot (context during Chupa’s tenure):

Past Roles

External Roles

No external public-company board roles for Mr. Chupa are disclosed in the 2025 DEF 14A; he is listed solely as an executive officer (EVP & CIO) .

Fixed Compensation

• Mr. Chupa’s individual base salary, target bonus, and actual annual bonus are not itemized in the proxy (INFU, as a smaller reporting company, discloses detailed compensation for named executive officers only). The 2025 DEF 14A provides NEO examples illustrating the company’s cash pay framework (e.g., 2024 salary/bonus for CEO/COO/CFO), but does not include Mr. Chupa .

NEO cash pay context (illustrative, not Chupa-specific):

Performance Compensation

• Long-term incentive (LTI) program structure (applies to executive officers): 50% stock options (4-year ratable vesting), 25% RSUs (3-year cliff vest), 25% PSUs tied to 2-year Relative TSR versus a peer group; PSU payout ranges from 0% to 200% of target (threshold at 40th percentile, target at 50th, max at 90th) . The 2023-granted Relative TSR PSUs (two-year period ending Dec 31, 2024) paid 0% based on results determined in Q1 2025 .

2024 LTI design and metrics (program-level, applies to executive officers):

• PSU peer set used for Relative TSR includes companies such as AxoGen, Castle Biosciences, OrthoPediatrics, SI-Bone, Tactile Systems, Viemed, Zynex, and others listed in the proxy .

Equity Ownership & Alignment

• Anti-hedging/anti-pledging: INFU prohibits directors, officers, and employees from holding company shares in margin accounts or pledging as loan collateral and strongly discourages hedging or monetization transactions; pre-clearance is required for any such transactions .
• Clawback: INFU maintains an Exchange Act 10D-compliant clawback policy requiring recoupment of erroneously awarded incentive-based compensation for covered executives upon a restatement, covering the three completed fiscal years preceding the restatement trigger .
• Change-in-control (CIC) equity provisions: Under the 2021 Equity Plan, all unvested options and RSUs vest upon a change in control, with discretion to cash out options at deal price; PSUs under the 2014 plan vest at target upon CIC (plan-level provisions; award agreements govern) .
• Pay governance: No tax gross-ups for change-of-control; no option repricing without stockholder approval; double-trigger severance benefits upon CIC are part of best practices (program-level) .

Company equity overhang and potential supply (as of Sep 30, 2025):

Note: These are company-level figures and not specific to Mr. Chupa; they indicate potential exercise-driven supply and dilution dynamics across executives and employees .

Employment Terms

• Executive officers are appointed by the Board, serve at its discretion, and hold office until a successor is elected/qualified or earlier death, resignation, or removal (no fixed term disclosed for Mr. Chupa) .
• Equity award treatment upon change-in-control follows the plan-level terms summarized above (immediate vesting/cash-out mechanics per 2021 Equity Plan; PSUs at target under 2014 plan) .
• Insider Trading Policy and Clawback Policy apply to executive officers (including prohibitions on pledging/margin and mandatory recoupment on restatement) .

Investment Implications

• Alignment: INFU’s use of options and Relative TSR PSUs ties senior executives’ upside to shareholder returns; the 0% payout on 2023-granted TSR PSUs underscores rigor, while anti-hedging/anti-pledging and clawback policies strengthen alignment and risk controls .
• Retention risk and CIC economics: Single-trigger acceleration of options and RSUs at CIC (plan-level) boosts deal certainty for equity but can reduce post-close retention incentives; absence of individual severance disclosures for Mr. Chupa leaves cash protection unclear compared to NEOs .
• Execution track record: Management initiatives include a multi-quarter ERP and business applications upgrade program (Q2 2024–Q1 2026) and a new machine-learning billing platform—capabilities typically under CIO remit—supporting efficiency and scaling; these align with revenue and Adjusted EBITDA improvement into 2025 .
• Trading signals: Company-wide options outstanding and exercisable balances are meaningful and in-the-money on aggregate, implying potential supply from exercises over time; however, company buybacks ($9.7M repurchased through Sep 30, 2025) partially offset float expansion and can help absorb selling pressure .

Appendix – Additional Context (Program-Level)

• 2024 LTI award mechanics (grant-date valuation and vesting conventions) and PSU payout schedule are detailed in the proxy .
• Equity plan share reserve was increased via a second amendment to the 2021 Equity Incentive Plan (to 6,000,000 shares, with counting rules by award type) .

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