Barry Steele
About Barry Steele
Barry Steele (age 54) is InfuSystem’s Executive Vice President and Chief Financial Officer, joining in March 2020; he is a CPA with a B.S. in Accounting from Hillsdale College and prior CFO roles at Gentherm and Horizon Global, and began his career at Price Waterhouse LLP . Under his tenure, the company highlights record revenue momentum, improving margins and cash flow, though 3-year TSR to 12/31/2024 was -50%, indicating equity underperformance versus financial execution .
Company performance (FY, USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000) | $18 | $872 | $2,345 |
| Adjusted EBITDA ($000) | $20,745 | $22,366 | $25,300 |
| 3-year TSR to 12/31/2024 | -50% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horizon Global Corporation | Chief Financial Officer | Feb 2019 – Jun 2019 | Public-company CFO experience in automotive supply chain |
| Gentherm | VP Finance & CFO | Oct 2004 – Dec 2018 | Long-tenured CFO driving finance, controls and investor reporting at global manufacturer |
| Advanced Accessory Systems, LLC | Various finance roles incl. CFO | n/a | Multi-role finance leadership prior to public CFO roles |
| Price Waterhouse LLP | Auditor (CPA) | Began 1993 | Foundational audit and accounting experience |
External Roles
- Not disclosed for Steele in the 2025 proxy .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $420,000 |
| Target Bonus % | 60% | 60% |
| Target Bonus $ | $240,000 (implied) | $252,000 |
| Actual Bonus $ | $308,200 (includes STI and any special awards) | $253,764 STI + $50,000 special performance award (total $303,764) |
Notes:
- 2024 annual incentive funded at 100.7% of target on formula (AEBITDA 102% of target; Revenue 100%; MBOs 100%) .
- The company raised NEO salaries ~5% in 2024 for market alignment .
Performance Compensation
Annual Incentive (2024)
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Adjusted EBITDA | 35% | $26.5m | $26.501m | 102% |
| Revenue | 35% | $134.2m | $134.854m | 100% |
| MBOs | 30% | Strategic ops/talent/financial initiatives | Committee: fully met | 100% |
| Aggregate | 100% | 100.7% payout |
2025 design change (shareholder-driven): eliminate MBOs; metrics are 50% Adjusted EBITDA and 50% Net Revenue, enhancing pay-performance linkage .
Long-term Equity (2024 grants)
| Grant Date | Vehicle | Units | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 5/17/2024 | PSUs (Relative TSR, 2-yr perf) | 20,702 target | Earn-out over 2 years vs peer group; vest at end of cycle | $117,794 |
| 5/17/2024 | RSUs (time-vest) | 20,702 | Vest at 3-year cliff (May 17, 2027) | $131,251 |
| 5/17/2024 | Stock Options | 93,674 | 4-year ratable vest; 10-year term | $255,721 |
LTI mix (2024): 50% options, 25% PSUs, 25% RSUs; beginning 2025: shift to 50% PSUs, 25% options, 25% RSUs, and extend PSU performance period to 3 years on relative TSR vs Russell 2000 (improves performance focus and duration) .
PSU performance history: 2023 Relative TSR PSU cycle (1/1/2023–12/31/2024) paid 0% for all NEOs due to relative TSR below threshold; Steele’s tranche cancelled Jan 21, 2025 .
Equity Ownership & Alignment
- Beneficial ownership (as of 3/20/2025): 192,627 shares (<1% of outstanding), comprising 71,158 directly held; 107,833 options exercisable within 60 days; and 13,636 RSUs vesting within 60 days (out of 21,016,415 shares outstanding) .
- Anti-hedging/anti-pledging: Hedging strongly discouraged; pledging and margin accounts prohibited—reduces misalignment/forced-sale risk .
- Say-on-pay: 2024 approval was 53%, prompting 2025 redesign of STI metrics and LTI mix (more PSUs, longer performance periods) .
- Equity plan change-in-control: Options/RSUs accelerate at change-in-control; Committee discretion to cash out underwater/other awards; PSUs can be paid at target or per Committee determination (plan-level single-trigger acceleration, but severance is double-trigger—see Employment Terms) .
Outstanding awards (12/31/2024)
| Instrument | Status/Strike | Expiration/Vesting | Amount |
|---|---|---|---|
| Options | $6.82 | 03/18/2025 | 50,000 (exercisable) |
| Options | $11.07 | 05/20/2030 | 15,000 (exercisable) |
| Options | $19.50 | 05/18/2031 | 10,339 (exercisable) |
| Options | $8.58 | 05/17/2032 | 13,330 exerc.; 6,665 unexerc. |
| Options | $9.18 | 05/18/2033 | 19,543 exerc.; 39,075 unexerc. |
| Options | $6.34 | 05/17/2034 | 93,674 unexerc. |
| RSUs | Unvested | 05/17/2025; 05/18/2026; 05/17/2027 | 43,053 total (13,636; 8,715; 20,702) |
| PSUs (2023 cycle) | Relative TSR | 2-year (ended 12/31/2024) | 29,417 target; cancelled Jan 21, 2025 |
| PSUs (2024 cycle) | Relative TSR | To 12/31/2025 (peer group) | 20,702 target |
2024 exercises/vesting: Steele reported no option exercises; 10,937 shares from stock awards vested (value realized $70,434) .
Employment Terms
- Agreement: First Amended & Restated Employment Agreement dated May 24, 2021; Steele is at-will .
- Current role: EVP & CFO since March 2020 .
- Severance: If involuntarily terminated without cause (or good-reason equivalent) outside CoC window: accrued comp; prorated current-year bonus at target (subject to pool funding); 12 months base salary; COBRA for 12 months .
- CoC severance: If involuntary termination within 6 months before or 12 months after a change of control: accrued comp; full current-year bonus at target; 12 months base salary; COBRA for 12 months (double-trigger) .
- Restrictive covenants: 2-year noncompete (U.S., Canada, Mexico or other countries of operation), 2-year non-solicit (customers and employees), confidentiality, non-disparagement, IP protection .
- Clawback: Dodd-Frank compliant policy adopted—recoup incentive comp for accounting restatements; filed with 10-K .
- Governance guardrails: No tax gross-ups on CoC; no option repricing without shareholder approval; options granted at or above fair market value .
Compensation Structure Observations (alignment vs performance)
- Cash vs equity mix: Majority at-risk; 2024 STI paid ~100.7% of target on AEBITDA/Revenue/MBOs, while 2023 TSR PSUs paid 0% (aligning equity to shareholder outcomes) .
- Shareholder feedback loop: Low 2024 SOP (53%) drove 2025 tightening—removing MBOs, 50/50 AEBITDA/Revenue STI, doubling PSU weight to 50% and extending to 3-year TSR vs Russell 2000—improves pay-performance sensitivity and retention duration .
- Equity overhang and capacity: As of 3/20/2025, ~2.779m awards outstanding under 2021 plan; Board sought +1.0m shares (to 6.0m total) to maintain alignment tools; fully diluted overhang ~20.2% post-amendment per company estimate .
Equity Ownership & Beneficial Interests (detail)
| Holder | Shares | % Outstanding |
|---|---|---|
| Barry Steele (CFO) | 192,627 (71,158 direct; 107,833 options exercisable ≤60 days; 13,636 RSUs vesting ≤60 days) | <1% (of 21,016,415) |
Policy highlights:
- Anti-hedging/anti-pledging and margin prohibitions enforce alignment and reduce forced-sale risks .
- Insider trading policy requires pre-clearance for hedging-type transactions .
Performance & Track Record
- Financial trajectory: Adjusted EBITDA grew from $20.7m (2022) to $25.3m (2024); GAAP net income improved from $18k (2022) to $2.345m (2024) .
- Capital allocation: Reduced long-term debt to lowest in 16 quarters and initiated repurchases ($1.2m in 2024; ~$2.5m in Q1 2025, $3.7m total over 14 months) under $20m authorization (announced May 2024) .
- Stock performance: Despite operational gains, 3-year TSR to 12/31/2024 was -50%, depressing realizable equity; 2023 TSR PSUs paid 0% .
Compensation Committee & Peer Benchmarking
- Committee: Independent; used Pearl Meyer as independent advisor starting 2024 .
- 2024 peer group (examples): Cerus, Zynex, Tactile Systems, SI-BONE, Viemed, Outset Medical, Castle Biosciences, etc.; peers are healthcare equipment/services with ~$50m–$300m revenue and $50m–$1bn market cap .
Related Party Transactions and Red Flags
- Related party transactions: None reportable in 2023–2024 .
- Red flags mitigants: Clawback policy; no repricing; no CoC tax gross-ups; anti-hedge/pledge .
Investment Implications
- Pay-for-performance tightening: 2025 plan places 100% of STI on financials (AEBITDA/Revenue) and doubles PSU weighting with 3-year TSR, increasing sensitivity to profitable growth and relative stock performance—expect stronger alignment and potential upside for Steele if revenue and AEBITDA targets are met and TSR improves vs Russell 2000 .
- Retention vs selling pressure: Steele holds meaningful unvested RSUs (13,636 in 2025; 8,715 in 2026; 20,702 in 2027) and significant unvested options extending to 2034, incentivizing tenure; 50,000 options at $6.82 expiring 3/18/2025 may create a near-term exercise decision point, but anti-pledging limits forced liquidity dynamics .
- Governance and severance: Double-trigger CoC severance (12 months salary + bonus treatment + COBRA) is moderate for small-cap healthcare and does not include gross-ups; plan-level single-trigger equity acceleration at CoC is offset by employment agreement’s double-trigger for cash benefits, which investors should weigh in potential M&A scenarios .
- Execution risk vs equity leverage: With TSR underperformance and 0% PSU payout on the 2023 cycle, upside to Steele’s realizable pay now hinges on driving sustained AEBITDA growth and relative TSR over longer periods; rising Adjusted EBITDA and margin improvement trends are positives, but equity mix shift heightens performance gating, concentrating risk/reward on execution .