Martha Aronson becomes Merit Medical (NASDAQ: MMSI) CEO and board member

Rhea-AI Filing Summary

Merit Medical Systems has completed a planned leadership transition, appointing Martha G. Aronson as President and Chief Executive Officer effective October 3, 2025. The Board also expanded from ten to eleven members and named her to the Board, while longtime leader Fred P. Lampropoulos moves from President and CEO to Executive Chairman through January 3, 2026 and will remain Board Chair thereafter.

Aronson’s employment terms include a $1,000,000 annual base salary, a $250,000 signing bonus, eligibility for an annual bonus targeting 100% of salary (up to 200%), and participation in the long-term equity plan with an expected initial equity award valued at $5,500,000 plus an additional $4,125,000 in performance and restricted stock units. She will also receive a $12,000 monthly transition allowance through September 30, 2026 and relocation and legal fee reimbursements. Lampropoulos retains his existing compensation through the transition period, and a separate consulting agreement with additional compensation is under negotiation.

Insights

Corporate governance and leadership analyst

Merit Medical executes an orderly CEO handoff with significant pay and equity for the new leader.

The transition installs Martha G. Aronson as President and CEO while keeping Fred P. Lampropoulos involved as Executive Chairman through January 3, 2026 and then as non-employee Board Chair. This structure balances continuity with new leadership.

Aronson’s package combines a $1,000,000 base salary, a $250,000 signing bonus, bonus eligibility up to 200% of salary, and sizable equity grants totaling up to $9,625,000 in value. This mix ties a large portion of potential compensation to equity performance, aligning incentives with shareholders, though overall pay levels are substantial.

Lampropoulos’s compensation remains unchanged through the transition period and may be supplemented by a consulting agreement after January 3, 2026. Subsequent disclosures may clarify the scope and cost of any consulting arrangement and how responsibilities are shared between the CEO and Executive Chairman roles.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 3, 2025

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Merit Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

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Utah		0-18592		87-0447695
(State or other jurisdiction of	​	(Commission	​	(I.R.S. Employer
incorporation or organization)	​	File Number)	​	Identification No.)

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1600 West Merit Parkway		​
South Jordan, Utah	​	84095
(Address of principal executive offices)	​	(Zip Code)

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(801) 253-1600

(Registrant's telephone number, including area code)

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N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value	​	MMSI	​	NASDAQ Global Select Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company        ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On October 3, 2025, the Board of Directors (the “Board”) of Merit Medical Systems, Inc. (“Merit”), in connection with the previously announced resignation of Fred P. Lampropoulos as Merit’s President and Chief Executive Officer (“CEO”) and appointment of Martha G. Aronson as Merit’s new President and CEO, each effective as of October 3, 2025, accepted Mr. Lampropoulos’s resignation and approved Ms. Aronson’s appointment. The Board also voted to expand the number of directors on the Board from ten to eleven and to appoint Ms. Aronson as a director.  Mr. Lampropoulos will continue to serve as a director and Chairman of the Board.

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There is no arrangement or understanding between Ms. Aronson and any other person(s) pursuant to which Ms. Aronson was appointed to the Board. Ms. Aronson is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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As previously disclosed, Merit entered into an offer letter with Ms. Aronson on July 7, 2025,  under which Ms. Aronson will have a base salary of $1,000,000 per annum, pro-rated for any partial year based on actual days of employment; Ms. Aronson will receive a signing bonus of $250,000 and will participate in Merit’s annual bonus program commencing in the 2026 fiscal year, with a target bonus of 100% of Ms. Aronson’s base salary and a maximum of 200% of her base salary, with the amount determined in accordance with Merit’s 2019 Executive Bonus Plan. Additionally, Ms. Aronson will participate in Merit’s 2018 Long Term Equity Incentive Plan (the “Plan”) with eligibility for annual equity awards and an expected initial award with a target grant date fair value of $5,500,000; will receive an equity grant upon commencement of employment equal to $4,125,000 in the form of performance share units and restricted stock units under the Plan; will receive a transition allowance of $12,000 per month through September 30, 2026; and will be reimbursed for relocation expenses and certain legal fees. The terms and conditions of the offer letter and initial equity awards were formalized by employment and award agreements entered as of October 3, 2025.

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In connection with Mr. Lampropoulos’s resignation as President and CEO, Merit entered into a CEO Transition Agreement with Mr. Lampropoulos effective as of October 3, 2025, pursuant to which Merit agreed to transition Mr. Lampropoulos’s employment from CEO and President to Executive Chairman of the Board through January 3, 2026 (the “End Date”), after which Mr. Lampropoulos will no longer be an employee of Merit but will continue to serve as a director and Chairman of the Board. Mr. Lampropoulos will receive the same salary, bonus and other benefits through the End Date as agreed under his previous employment agreement. Following the End Date, Mr. Lampropoulos will be entitled to the same compensation and benefits as Merit affords other non-employee directors in connection with their Board service.  Merit and Mr. Lampropoulos are currently negotiating the terms of a consulting agreement that would provide for additional compensation to be paid to Mr. Lampropoulos following the End Date.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	MERIT MEDICAL SYSTEMS, INC.
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Date: October 9, 2025	By:	/s/ Brian G. Lloyd
​	​	Brian G. Lloyd
​	​	Chief Legal Officer and Corporate Secretary

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FAQ

What leadership changes did Merit Medical Systems (MMSI) announce?

Merit Medical appointed Martha G. Aronson as President and CEO, effective October 3, 2025, while longtime leader Fred P. Lampropoulos transitioned to Executive Chairman through January 3, 2026 and will continue as Chairman of the Board thereafter.

What is Martha G. Aronson’s compensation as Merit Medical’s new CEO?

Martha G. Aronson will receive a $1,000,000 annual base salary, a $250,000 signing bonus, bonus eligibility targeting 100% of salary (up to 200%), substantial initial equity awards totaling $9,625,000 in value, plus a $12,000 monthly transition allowance and relocation and legal reimbursements.

How is Merit Medical’s Board of Directors changing with the new CEO?

The Board increased from ten to eleven members and appointed Martha G. Aronson as a director. Fred P. Lampropoulos will remain on the Board and continue to serve as Chairman after stepping down as President and CEO, maintaining leadership continuity at the Board level.

What are the terms of Fred P. Lampropoulos’s transition at Merit Medical?

Fred P. Lampropoulos will serve as Executive Chairman through January 3, 2026, keeping the same salary, bonus, and benefits as under his prior employment agreement. After that date, he will be a non-employee director and Board Chairman, receiving standard director compensation and benefits.

Will Fred P. Lampropoulos receive additional pay from Merit Medical after his CEO role ends?

Merit Medical and Fred P. Lampropoulos are negotiating a consulting agreement that would provide additional compensation after January 3, 2026. Details such as scope, duration, and payment terms are not specified in this disclosure and would depend on the final agreement.

Does Martha G. Aronson have any related-party transactions with Merit Medical Systems?

The company states that Martha G. Aronson is not involved in any transactions that must be disclosed under Item 404(a) of Regulation S-K. It also notes there is no arrangement or understanding with any other person under which she was appointed to the Board.