Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 14, 2026, Merit Medical Systems, Inc. (“Merit”) reorganized portions of its global operations function. As a result of such reorganization, the position of Chief Operating Officer was eliminated, and Neil W. Peterson’s title was changed to Senior Advisor. On August 18, 2026, Mr. Peterson provided Merit with written notice of his resignation for good reason as an employee of the Company effective March 5, 2027.
(c) Effective August 31, 2026, Merit appointed Sheri Lewis as Merit’s Executive Vice President of Global Operations. Prior to her appointment with Merit, Ms. Lewis was employed from April 2024 as Chief Supply Chain and Operations Officer of Skin Health Systems. Ms. Lewis was employed as Executive Vice President, Global Supply Chain Operations, of Avantor Sciences from January 2021 until March 2024 and previously served in multiple operations, supply chain and distribution positions with Medtronic and Honeywell Inc. Ms. Lewis holds a Bachelor of Arts degree in Organizational Management from Concordia University, currently serves as a member of the Supply Chain Advisory Board at the University of Wisconsin and previously served as a member of the Supply Chain Advisory Board at the University of Minnesota. Ms. Lewis is 60 years old.
There is no arrangement or understanding between Ms. Lewis and any other person pursuant to which she was appointed as an officer of Merit, and she is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with the commencement of her employment, Ms. Lewis entered into an employment agreement with Merit effective as of August 31, 2026 (the “Employment Agreement”). The Employment Agreement provides for a base salary of $600,000 per year, a signing bonus of $400,000, and for Ms. Lewis to participate in Merit’s annual bonus program commencing in the 2026 fiscal year, with a target bonus of 60% of her base salary (pro-rated for the portion of 2026 during which she is employed by Merit) and a maximum of 200% of her base salary. Additionally, Ms. Lewis will participate in Merit’s 2026 Equity Incentive Plan, with eligibility for equity awards to be determined by the Compensation and Talent Committee of Merit’s Board of Directors.
Under the Employment Agreement, if Ms. Lewis’ employment is terminated for any reason, Merit would be obligated to pay her a lump sum cash payment equal to her accrued and unpaid base salary and any accrued vacation pay earned but not yet paid through the date of termination, plus a lump sum cash payment equal to her annual bonus earned for Merit’s last fiscal year ending immediately prior to her date of termination, to the extent not already paid (the “Accrued Obligations”). In addition to such Accrued Obligations, if her employment is terminated by Merit without cause or by Ms. Lewis for good reason, other than in connection with a change of control, Merit is obligated to pay to such her a lump sum equal to the greater of the following: (i) her annual base salary; or (ii) the product of (a) her applicable three-week salary rate multiplied by (b) the number of completed years of service (not to exceed 26 years) with the Company. In addition, Ms. Lewis would be entitled to receive a pro-rata portion of the number of shares of Common Stock that would have been received under performance stock unit award agreements had she remained in continuous service through the end of the applicable performance period.
If her employment is terminated by the Company without cause or by Ms. Lewis for good reason in connection with a change of control, Merit is obligated to pay her, in addition to the Accrued Obligations, a lump sum equal to two times the sum of (i) her annual base salary then in effect, and (ii) the average of her annual bonus for the last three full fiscal years ending prior to the change in control. In addition, Merit would be obligated to provide the total target performance stock unit shares under outstanding performance stock unit agreements, without regard to Merit’s performance or vesting requirements.
The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
