Carrie Lachance
About Carrie Lachance
Carrie A. Lachance, 48, is President and COO of InfuSystem and a director since 2021; she will assume the CEO role effective May 19, 2025. She joined InfuSystem in 2010, is a registered nurse and certified infusion nurse, and holds a B.S. in Nursing and an MBA (Management) from Rivier University; she serves on the INCC CRNI Exam Council . Recent performance context includes 3-year TSR of approximately -50% through 12/31/2024, FY2025 guidance for 8–10% revenue growth and adjusted EBITDA margin above 18.8%, and Q1 2025 results with revenue +8.5% YoY, adjusted EBITDA +64% to $6.3M and 18.2% margin; trailing 4-quarter adjusted EBITDA margin was 20.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InfuSystem | President & Chief Operating Officer | Mar 2021–present; CEO effective May 19, 2025 | Led operations and profitability initiatives; succession to CEO as part of long-term plan . |
| InfuSystem | EVP & Chief Operating Officer | Oct 2019–Mar 2021 | Expanded operational scope across Patient Services and Device Solutions . |
| InfuSystem | SVP/VP Clinical & Customer Services; Director Clinical Resources | 2017–2019; to Dec 2017 | Built clinical/customer service capabilities underpinning growth . |
| InfuSystem | Territory Sales Manager (earlier) | Pre-2017 | Frontline commercial role informing customer/market strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Infusion Nurses Certification Corporation (INCC) | CRNI Exam Council member | n/a | Professional credentialing; enhances clinical leadership credibility . |
Fixed Compensation
- 2024 base salary increased 5% to $430,500 from $410,000 in 2023 .
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $410,000 | $430,500 |
| Annual Bonus Paid ($) | $405,225 (discretionary) | $325,135 (discretionary) |
| Stock Awards ($, grant-date FV) | $189,180 | $255,265 |
| Option Awards ($, grant-date FV) | $243,773 | $262,114 |
| All Other Compensation ($) | $16,081 | $16,915 |
| Total Compensation ($) | $1,264,258 | $1,289,929 |
Performance Compensation
- Annual incentive design (2024): 75% target bonus as % of salary; performance measures were Adjusted EBITDA (35%), Revenue (35%), and MBOs (30%) with payout ranges 50–200%/50–150% for AEBITDA/Revenue; MBO component removed beginning in 2025 .
| 2024 Annual Incentive Targets | Value |
|---|---|
| Base Salary | $430,500 |
| Target Bonus % | 75% |
| Target Bonus $ | $322,875 |
| Metric | Weighting | Targeting/Payout Curve | 2024 Payout Result | Vesting/Payment Timing |
|---|---|---|---|---|
| Adjusted EBITDA | 35% | 50% (threshold) to 200% (max) of target | Discretionary annual bonus paid; plan metrics listed but committee used discretion | Cash, after year-end |
| Revenue | 35% | 50% (threshold) to 150% (max) of target | Discretionary annual bonus paid | Cash |
| MBOs | 30% | Committee-assessed; eliminated starting 2025 | Discretionary annual bonus paid | Cash |
- Long-term equity mix (2024 awards): Options 50% (4-year ratable vest, 10-year term), RSUs 25% (3-year cliff), PSUs 25% (2-year Relative TSR vs peer group, 0–200% payout) .
| 2024 Long-Term Incentive Grants (5/17/2024) | Count (Target) | Grant-Date FV ($) | Vesting |
|---|---|---|---|
| PSUs (Relative TSR) | 21,219 | $120,736 | End of 2-year period (1/1/2024–12/31/2025), 50–200% payout |
| RSUs (time-vested) | 21,219 | $134,528 | Cliff vest 3 years from grant (5/17/2027) |
| Stock Options | 96,016 | $262,114 | 25% per year over 4 years; 10-year term |
- PSU outcomes: 2023-granted Relative TSR PSUs (vs Russell 2000) paid 0% for period ending 12/31/2024; CEO’s AEBITDA PSUs also paid 0% (context for performance rigor) .
Equity Ownership & Alignment
| Ownership Detail (as of 3/20/2025) | Amount |
|---|---|
| Total Beneficial Ownership | 463,976 shares (2.2% of outstanding) |
| Directly Owned Shares | 184,351 |
| Options Exercisable or within 60 days | 261,898 |
| RSUs vesting within 60 days | 17,727 |
| Shares Outstanding Basis | 21,016,415 shares outstanding |
| Hedging/Pledging | Hedging strongly discouraged (pre-clearance required); pledging/margin prohibited |
| Clawback | SEC/NYSE-compliant policy covering 3 prior fiscal years (Section 10D) |
| 10b5-1 Plans | Permitted with pre-approval; trades can occur outside windows |
Outstanding Equity (12/31/2024)
-
Options | Grant | Exercisable | Unexercisable | Exercise Price | Expiration | |---|---:|---:|---:|---| | Apr 19, 2018 | 50,000 | — | $2.70 | 4/19/2028 | | May 15, 2019 | 40,000 | — | $4.70 | 5/15/2029 | | May 20, 2020 | 20,000 | — | $11.07 | 5/20/2030 | | May 18, 2021 | 61,843 | 0 | $19.50 | 5/18/2031 | | May 17, 2022 | 17,329 | 8,664 | $8.58 | 5/17/2032 | | May 18, 2023 | 20,032 | 40,052 | $9.18 | 5/18/2033 | | May 17, 2024 | — | 96,016 | $6.34 | 5/17/2034 |
-
Stock awards | Award Type | Unvested Units | Market/Payout Value Basis | |---|---:|---| | RSUs (time-vested) | 47,878 | Market value @ $8.45 close 12/31/2024 | | PSUs (performance-based) | 30,151 (at threshold basis) | Payout value at threshold @ $8.45 |
Realized Equity Activity (2024)
| Activity | Shares | Value Realized |
|---|---|---|
| Options Exercised | 50,000 | $465,000 |
| Stock Vested (RSUs/PSUs) | 13,129 | $84,551 |
Employment Terms
- Employment agreement (First Amended and Restated) dated May 24, 2021; at-will; initial salary framework and bonus eligibility; expense reimbursement and standard benefit eligibility .
- Restrictive covenants: 2-year non-competition (U.S., Canada, Mexico and other countries of company operations), 2-year non-solicitation of customers and employees; confidentiality and IP protection .
- Separation/Severance mechanics detailed in agreements; company uses double-trigger change-in-control severance design (no tax gross-ups; no option repricing) .
- CEO transition 8-K: Appointment effective May 19, 2025; compensation terms do not immediately change upon appointment .
Board Service and Governance
- Board service: Director since May 18, 2021; currently President/COO and expected CEO, thus not independent under NYSE American standards .
- Committees: All committees (Audit, Compensation, Nominating & Governance) are comprised entirely of independent directors; Compensation Committee members include Boyd, Gendron, and Huss (co-chairs: Boyd and Huss) .
- Board leadership: Separate Chair and CEO structure; Executive Chairman appointed April 1, 2025 (Shuda) and later disbanded; Chairman role assumed by Ronald Hundzinski after the 2025 Annual Meeting, reinforcing separation of powers .
- Attendance/executive sessions: Board held six meetings in 2024; all directors attended ≥75% of meetings; independent directors held executive sessions at each regularly scheduled meeting .
Compensation Structure Analysis
- Mix and risk: For 2024, long-term equity tilted 50% options, 25% RSUs, 25% PSUs, emphasizing alignment with stock price and TSR; PSU rigor evidenced by 0% payout on 2023-granted relative TSR PSUs for the period ending 12/31/2024 .
- Annual plan calibration: 2024 metrics were AEBITDA and Revenue (70% combined) plus MBOs (30%); MBOs removed starting 2025 following engagement and low say-on-pay result (53% approval in 2024), indicating responsiveness to shareholder feedback .
- Discretionary bonuses: 2024 bonuses for NEOs, including Lachance, were discretionary rather than formulaic, which can dilute pay-for-performance purity despite PSU non-vestings; committee cited broader performance context .
- Governance controls: Clawback policy compliant with SEC/NYSE; anti-hedging and anti-pledging in place; no tax gross-ups; double-trigger CIC benefits; no option repricing without shareholder approval .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support was 53% at the 2024 Annual Meeting, driving extensive outreach (contacting holders of ~69% of outstanding) and program changes for 2025, including eliminating MBOs from annual incentives and engaging independent consultant Pearl Meyer .
Compensation Peer Group (for benchmarking and relative TSR PSUs)
- Peer set used for 2024 compensation and relative TSR PSU comparison includes companies such as AirSculpt Technologies, AxoGen, Castle Biosciences, Cerus, Fulgent Genetics, National Research, OrthoPediatrics, Outset Medical, Rockwell Medical, Sanara MedTech, SI-BONE, Surmodics, Tactile Systems, Talkspace, TELA Bio, Viemed, Xtant Medical, Zynex (see proxy for full list and criteria) .
Performance & Track Record
- Operating trajectory: Q1 2025 revenue +8.5% YoY; adjusted EBITDA +64% to $6.3M; 18.2% margin (highest Q1 since 2021) amid ~$0.5M IT upgrade expense; trailing-4Q adjusted EBITDA margin 20.2% .
- FY2025 outlook: Revenue growth 8–10% and adjusted EBITDA margin above 18.8% despite ~$2.5M 2025 IT upgrade costs; without upgrade costs, margin outlook would be above 20% .
- Strategic focus areas under Lachance: Wound Care and Biomed expansion; efficiency gains via IT systems expected to complete early 2026 to enable faster, smaller investment cycles and improved profitability .
- Shareholder value context: 3-year TSR through 12/31/2024 was approximately -50%, depressing realizable pay; company cites stronger second half 2024 and early 2025 profitability trend .
Risk Indicators & Red Flags
- Pay governance: Low 2024 Say-on-Pay (53%) and use of discretionary bonuses alongside 0% PSU payouts could raise alignment questions; company has since adjusted plan design and engaged shareholders .
- Equity overhang: 2021 Plan share reserve increased to 6,000,000 post-2025 Annual Meeting; monitor dilution and grant pacing .
- Trading/pledging: Insider policy bans pledging and margin; hedging discouraged (pre-clearance) which reduces misalignment risk .
- Compliance protections: Robust clawback; anti-repricing; no CIC tax gross-ups; double-trigger CIC required .
Director Compensation (context)
- Non-employee directors receive cash retainers and option grants; as an employee director, Lachance does not receive independent director compensation .
Employment & Contracts Snapshot
- At-will with 2-year non-compete/non-solicit; geographic scope includes U.S., Canada, Mexico and other countries of operation .
- CIC is double-trigger; no tax gross-ups; standard benefits and expense reimbursement .
Investment Implications
- Alignment: Significant equity exposure (2.2% beneficial ownership) plus robust anti-pledging and clawback policies support alignment; however, discretionary cash bonuses in 2024 amid 0% PSU payouts temper pay-for-performance purity .
- Near-term execution: Lachance is emphasizing profitability, Wound Care and Biomed growth, and systems-driven efficiency; guidance implies sustained margin expansion (>18.8%) with upside post IT-upgrade completion in early 2026 .
- Governance: Not independent as CEO/director, but separation of Chair and CEO roles and fully independent committees mitigate dual-role concerns; recent board leadership changes reinforce independent oversight .
- Signal risk: 2024 option exercise ($465k value realized) and vesting are normal but can add potential selling supply; insider policy and 10b5-1 scaffolding limit adverse optics; continue monitoring Form 4s for sustained selling pressure .
- Shareholder sentiment: 2024 Say-on-Pay at 53% suggests elevated scrutiny; subsequent plan improvements and consultant engagement should ease approval risk if executed as communicated .