ATRI ATRION Corporation

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

On March 4, 2023, Cindy Ferguson, age 47, began serving as Vice President and Chief Financial Officer, Secretary, and Treasurer of Atrion Corporation (the “Company”), assuming the responsibilities of the Company’s principal financial officer and principal accounting officer. Ms. Ferguson is succeeding Jeffery Strickland, who retired on March 3, 2023 after approximately 40 years with the Company. Mr. Strickland’s retirement was first reported by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2022. From June 14, 2021 until March 4, 2023, Ms. Ferguson served as the Company’s Corporate Controller. Prior to joining the Company, Ms. Ferguson spent 17 years with Texas Instruments Incorporated in various accounting and finance roles. During her last three years at Texas Instruments, she served as the Corporate Accounting Director, managing approximately 75 people around the world, including general accounting teams supporting legal entity accounting in the United States and over 25 other countries. She also managed the consolidation of accounting results and the public reporting of those results. Ms. Ferguson graduated with a Bachelor of Business Administration degree in Accounting from Texas Tech University.

In her new positions, Ms. Ferguson will be paid a salary of $300 thousand per year. She will also be eligible to receive annual incentive compensation under a new annual incentive compensation plan being developed by the Company, subject to the terms and conditions of that plan. On March 8, 2023 (the “Grant Date”), the Company granted Ms. Ferguson 480.08 restricted stock units, with a grant date value equal to $300 thousand. Such grant vests in three equal annual installments beginning on the first anniversary of the Grant Date and subject to the terms and provisions of the Company’s 2021 Equity Incentive Plan, including Ms. Ferguson’s continued employment by the Company on the vesting dates, and a related award agreement.

There are no family relationships between Ms. Ferguson and any of the directors or executive officers of the Company, and there are no transactions in which Ms. Ferguson has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Ferguson and any other person pursuant to which Ms. Ferguson was elected as an officer of the Company.