Angiodynamics Inc DEF 14A, filed Sep 25, 2025

Angiodynamics Inc (ANGO)

DEF 14A 2025-09-25 For: 2025-05-31

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Added on June 12, 2026

About this DEF 14A

Angiodynamics Inc filed this DEF 14A on September 25, 2025.

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(i)			consider and vote upon a proposal to elect two Class I directors, each for a term of three years;
(ii)			consider and vote upon a proposal to ratify the appointment of AngioDynamics’ independent registered public accounting firm for the fiscal year ending May 31, 2026;
(iii)			consider and vote upon a “Say-on-Pay” advisory vote on the approval of the compensation of AngioDynamics’ named executive officers;

(iv)			transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.


1.			To vote upon a proposal to elect two Class I directors, each for a term of three years;
2.			To ratify the appointment of AngioDynamics’ independent registered public accounting firm for the fiscal year ending May 31, 2026;
3.			To vote upon a “Say-on-Pay” advisory vote on the approval of the compensation of AngioDynamics’ named executive officers;

4.			To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.


ADVANCED VOTING METHODS
Even if you plan to participate in our Virtual Annual Meeting, please read this proxy voting statement with care and vote right away using any of the following methods. In all cases, have your proxy card or voting instruction form in hand and follow the instructions.
BY INTERNET USING YOUR COMPUTER	BY TELEPHONE	BY MAILING YOUR PROXY CARD
:	(	*
Registered Owners Visit 24/7 www.virtualshareholdermeeting.com/ANGO2025.	Registered Owners in the U.S. and Canada dial toll-free 24/7 1-800-690-6903	Cast your ballot, sign your proxy card and send by free post


Key Compensation Program Features						Key Compensation Governance Practices
•For fiscal year 2025, 67% of our CEO's target total compensation was performance-based (including performance shares, options and short-term incentive compensation)						•Robust stock ownership guidelines to align executives with our shareholders regarding our long-term performance
•Mix of fixed and variable compensation, with a strong emphasis on variable, at-risk performance-based compensation						•Clawback policy that allows the Company to recoup incentive-based compensation paid to executive officers under certain circumstances
•Short- and long-term compensation opportunities with performance metrics tied to our strategy and performance (including relative total shareholder return)						•No option repricing or cash buyout of underwater options without shareholder approval
•50% of target long-term incentive opportunity is performance-contingent and measured over a three-year period						•Engagement of an independent compensation consultant with no other ties to the Company or management
•Stock-based awards with four-year vesting to promote retention						•Change in control agreements with double trigger severance arrangements
•Double trigger change in control provision in the 2020 Equity Incentive Plan						•Active engagement with investors


Independence			•7 of our 8 directors are independent •All of our Board Committees are composed exclusively of independent directors •Each member of the Audit Committee, Compensation Committee and Nominating, Compliance and Corporate Governance Committee meets the enhanced independence standards of The Nasdaq Stock Market ("Nasdaq").
Independent Chairman			• We have an independent, non-executive Chairman • The Chairman sets the agenda for Board meetings • The Chairman provides guidance to the CEO • The Chairman presides over Board meetings
Executive Sessions			• The independent directors regularly meet in private without management • The Chairman presides at these executive sessions • Each Committee regularly holds executive sessions without management


Board Oversight of Risk Management			•The Board and committee meeting process is designed to ensure that key risks are reviewed •Directors are informed of and review various areas of risk including those associated with operational matters, finance, compliance, regulatory and product quality issues, and legal proceedings, among others •The Board and committee discussions are supplemented through annual reports on enterprise risk by management •The Audit Committee reviews our overall enterprise risk management policies and practices and financial risk exposures, while other Committees also play a role in risk oversight •The Nominating, Compliance and Corporate Governance Committee reviews the Company's compliance with applicable laws, rules and regulations, including, without limitations, FDA, SEC, DOJ and international compliance matters.
Stock Ownership Requirements			• Within 36 months of joining the Board, our independent directors must hold an amount of our common stock equal to at least three times the annual base cash retainer payable to each director • Stock Ownership guidelines require our executives to hold significant amounts of our common stock to align executives with our shareholders ◦Our CEO must hold an amount of our common stock valued at three times his base salary ◦Our other named executive officers must hold an amount of our common stock valued at one times their base salary
Board Practices			• Our Board annually evaluates the effectiveness of the Board and its Committees • The Board considers nomination of directors in light of a candidate's: ◦significant accomplishments and ability to make meaningful contributions; ◦relevance of specific experiences, skills, industry background and knowledge of the business and objectives of our Company; ◦contribution to Board diversity (including diversity of business, functional leadership, industry experience and background); and ◦reputation for honesty and ethical conduct • Any incumbent director who receives less than 50% of the votes cast in an uncontested election must tender his or her resignation promptly • The Company has implemented a maximum annual discretionary stock-based award value for each director
Accountability			• Directors and executive officers are prohibited from hedging securities of the Company, purchasing or holding securities of the Company in a margin account or pledging securities of the Company • The Company has a clawback policy that allows the Company to recoup incentive-based compensation paid to executive officers under certain circumstances


		Page
Proxy Statement		1
	Introduction	1
	General Information About the Meeting	1
PROPOSAL I - ELECTION OF DIRECTORS		6
	Nominees	6
	Recommendation of the Board of Directors	9
	Other Directors	9
CORPORATE GOVERNANCE		11
MEETINGS AND BOARD COMMITTEES		13
OWNERSHIP OF SECURITIES		17
	Equity Compensation Plan Information	20
EXECUTIVE COMPENSATION		20
	Compensation Discussion and Analysis	20
	Summary Compensation Table for Fiscal Year 2025	32
	Grants of Plan-Based Awards for Fiscal Year 2025	34
	Outstanding Equity Awards at Fiscal 2025 Year-End	35
	Option Exercises and Stock Vested for Fiscal Year 2025	36
	Estimates of Potential Payments Upon Termination or Change in Control	39
	CEO Pay Ratio	44
	Director Compensation Table	44
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		46
	Recommendation of the Board of Directors	46
AUDIT MATTERS		47
	Audit Committee Report	47
	Principal Accounting Fees and Services	48
	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	48
PROPOSAL 3 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		49
	Adoption of Proposal 3	49
	Recommendation of the Board of Directors	49

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		50
ANNUAL REPORT		51
SHAREHOLDER PROPOSALS AND NOMINATIONS		52
OTHER MATTERS		53


AC	Audit Committee	B	Board of Directors
CC	Compensation Committee	C	Chair
NCCGC	Nominating, Compliance and Corporate Governance Committee	M	Member


JAMES C. CLEMMER			Director since 2016
President and Chief Executive Officer			age 61
AngioDynamics, Inc.
Mr. Clemmer joined AngioDynamics in April 2016 as our President and CEO. Prior to joining AngioDynamics, Mr. Clemmer served as President of the Medical Supplies segment at Covidien plc from September 2006 to January 2015. In this role, Mr. Clemmer directed the strategic and day-to-day operations for global business divisions that collectively manufactured 23 different product categories. In addition, he managed global manufacturing, research and development, operational excellence, business development and all other functions associated with the Medical Supplies business. Prior to his role at Covidien, Mr. Clemmer served as Group President at Kendall Healthcare from July 2004 to September 2006, where he managed the US business across five divisions and built the strategic plan for the Medical Supplies segment before it was spun off from Tyco. Mr. Clemmer served as interim president at the Massachusetts College of Liberal Arts from August 2015 until March 1, 2016. Mr. Clemmer is a graduate of the Massachusetts College of Liberal Arts.

Director Qualifications: Through his position as our CEO and his tenure at Covidien, Mr. Clemmer brings leadership, extensive executive and operational experience, strategic expertise and a deep knowledge of the medical device industry to the Board. Mr. Clemmer’s service as a Director and CEO of AngioDynamics creates a critical link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspectives on the business.


MICHAEL E. TARNOFF, MD			Director since 2019
Former President and CEO			age 57
Tufts Medical Center and Tufts Children's Hospital
From June of 2021 to March of 2024, Dr. Tarnoff has served as President and Chief Executive Officer of Tufts Medical Center and Tufts Children’s Hospital and served in this role on an interim basis for the nine months preceding his appointment. From June 2019 until June 2021, Dr. Tarnoff was Chair of the Department of Surgery and Surgeon-in-Chief at Tufts Medical Center and Tufts University School of Medicine in Boston, Massachusetts. Dr. Tarnoff has been a surgeon at Tufts since 2001. Dr. Tarnoff was Chief Medical Officer at Medtronic from January 2015 through August 2019. From 2008 until its acquisition by Medtronic in 2015, Dr. Tarnoff served as the Chief Medical Officer and Senior Vice President for Medical Affairs at Covidien plc. Dr. Tarnoff received a BA in psychology from Washington University in St Louis, and received an MD from and completed his residency in General Surgery at the University of Medicine and Dentistry of New Jersey. Dr. Tarnoff also completed a fellowship in Advanced Minimally Invasive Surgery at the Cleveland Clinic in Cleveland, Ohio. Dr. Tarnoff also serves on the Board of Directors of AVITA Medical, Inc. (NASDAQ: RCEL) and Aspen Surgical. Dr. Tarnoff is a member of our Nominating, Compliance and Corporate Governance Committee and is a member of our Compensation Committee.

Director Qualifications: Through his extensive experience as a surgeon and his roles in hospital administration, including his tenure as President and CEO of Tufts Medical Center, Dr. Tarnoff provides the Board of Directors with deep, expert knowledge in patient care and the United States health care system.


EILEEN O. AUEN			Director since 2016
Executive Chair			age 62
Point32Health
Ms. Auen serves as Executive Chair of Point32Health, a $9 billion healthcare organization that was formed by the merger of Tufts Health and Harvard Pilgrim health care companies. From September 2024 until June 2025 Ms. Auen also served as Interim Chief Executive Officer of Point32Health. Prior to this, she served as Executive Chair of Helios, a $1 billion healthcare services firm formed by the merger of PMSI, Inc. and Progressive Medical in 2013. Prior roles include Chairman and Chief Executive Officer of PMSI, Head of Healthcare Management at Aetna, and Chief Executive Officer of APS Healthcare. Ms. Auen earned a bachelor’s degree in Economics and Finance from Towson University, and an M.B.A. from the University of Virginia's Darden School of Business. Ms. Auen also serves as the Lead Operating Director for Axia Women's Health. She is also a member of the Board of Directors for MedRisk, a $1 billion Physical Medicine Company. Ms. Auen served on the Board of ICF (Nasdaq:ICFI) from 2008 until 2021 and was the Lead Director from 2016 to 2021. She also served on the Board of Medstar Union Memorial Hospital from 2014 until 2021 and on the Towson University Foundation Board. Ms. Auen chairs our Compensation Committee and is a member of our Nominating, Compliance and Corporate Governance Committee.

Director Qualifications: Ms. Auen’s extensive experience in the health care industry, including at PMSI, Aetna, APS Healthcare, Tufts Health Plan and Point32Health, provides the Company with significant management experience in the areas of finance, accounting, business operations, management, risk oversight, executive decision making and corporate governance. In addition, Ms. Auen’s experience in the healthcare payment environment provides reliable perspectives to our Board.


HOWARD W. DONNELLY			Director since 2004
Former President and CEO			age 64
From 2017-2019, Mr. Donnelly was President and CEO of Bluefin Medical, a firm focused on the regional anesthesia market. In 2019 Bluefin Medical’s technology was acquired by a private European medical technology company. From 2005 to March 2018, Mr. Donnelly was President of Concert Medical LLC, a manufacturer of interventional medical devices. Concert Medical was acquired by Theragenics in March 2018. From 2010 to 2016, Mr. Donnelly was President and CEO of HydroCision Inc., a company focused on spine surgery and the pain management market. Mr. Donnelly currently serves on the Board of Directors of HydroCision, Inc. From 2002 to 2008, Mr. Donnelly was a director and member of the audit, compensation and nominating and governance committees of Vital Signs, Inc. From 1999 to 2002, he was President of Level 1, Inc., a medical device manufacturer and subsidiary of Smiths Group. From 1990 to 1999, Mr. Donnelly was employed at Pfizer, Inc., with his last position as Vice President, Business Planning and Development for Pfizer’s Medical Technology Group from 1997 to 1999. Mr. Donnelly holds a B.S. and an M.B.A. from Bryant College. Mr. Donnelly is the Chairman of the Board.

Director Qualifications: Mr. Donnelly brings extensive industry experience as a result of his tenures as a senior executive at Pfizer, Level 1, Concert Medical and HydroCision. Mr. Donnelly provides the Board with valuable business, leadership and management insight, particularly in the areas of manufacturing and business combinations, and his prior experience as a member of the Board of Directors of several companies.


JAN STERN REED			Director since 2016
Former Senior Vice President, General Counsel and Corporate Secretary			age 65
Walgreens Boots Alliance, Inc.
From 2013 to 2016, Ms. Reed served as Senior Vice President, General Counsel and Corporate Secretary (since 2015) at Walgreens Boots Alliance, Inc., a global pharmacy-led, health and wellbeing enterprise with annual revenues during her tenure in excess of $115 billion. Prior to this role, Ms. Reed served for seven years as Executive Vice President of Human Resources, General Counsel and Corporate Secretary at Solo Cup Company, and, prior thereto, as Associate General Counsel, Corporate Secretary and Chief Governance Officer at Baxter International Inc. Ms. Reed earned a Bachelor of Arts degree, with honors, in Psychology from the University of Michigan, and a Juris Doctor from Northwestern University School of Law. Ms. Reed also currently serves as a member of the Board of Directors for Stepan Company (NYSE:SCL) and AVITA Medical, Inc. (Nasdaq:RCEL; ASX; AVH). Ms. Reed is a member of our Audit Committee and is the Chair of the Nominating, Compliance and Corporate Governance Committee.

Director Qualifications: Ms. Reed provides the Board of Directors with global executive leadership in legal, corporate governance, risk management, health care regulatory, compliance, manufacturing and strategic business matters as well as extensive experience with acquisitions and employee development.


LORINDA A. BURGESS			Director since 2023
Former Chief Financial Officer and Vice President of Finance
Director			age 63
Ms. Burgess joined our Board of Directors in July of 2023. From 2015 to 2023, Ms. Burgess served as Chief Financial Officer and Vice President of Finance for the Americas Region at Medtronic, Inc. a Fortune 200 global medical device company with more than $30 billion in annual revenues. Prior to this role, Ms. Burgess also served as Vice President of Customer Care for the America and Western Europe at Medtronic, Inc. and Vice President of Finance for the Cardiovascular Group's Sales and Marketing function. Ms. Burgess earned a Bachelor of Arts in Communication and Political Science from the University of Michigan and a Master's in Business Administration from Ohio State University. Ms. Burgess is a member of the Board of Directors for Stepan Company. Ms. Burgess is a member of our Audit Committee and a member of our Compensation Committee.

Director Qualifications: Ms. Burgess' service as CFO and VP of Finance for the Americas Region at Medtronic, Inc. provides valuable business, leadership and management experience, particularly with respect to the numerous financial, business and strategic issues faced by a diversified medical device company.


WESLEY E. JOHNSON, JR.			Director since 2007
Former CEO of medical device companies, Former Divisional Vice-President and General Manager			age 67
Abbott Laboratories
From February 2013 through November 2019, Mr. Johnson served as Chief Executive Officer and Director of Admittance Technologies, Inc., a medical device company. From February 2008 to May 2012, Mr. Johnson served as President, CEO and Director of Cardiokinetix, Inc., a developer of medical devices for the treatment of congestive heart failure. From October 2005 to February 2008, Mr. Johnson served as General Manager of Abbott Spine, S.A., a division of Abbott Laboratories. From June 2003 to October 2005, Mr. Johnson served as Division Vice President, Finance for Abbott Spine, a division of Abbott Laboratories. From May 1999 to June 2003, he served as Vice President of Operations and Chief Financial Officer for Spinal Concepts. From 2003 to 2007, Mr. Johnson served as a member of the Board of RITA Medical Systems, Inc. and Chairman of its Audit Committee. Mr. Johnson holds a B.B.A. in Accounting from Texas A&M University and became a certified public accountant in 1981. Mr. Johnson is chairman of our Audit Committee and a member of our Nominating, Compliance and Corporate Governance Committee.

Director Qualifications: Mr. Johnson’s service as CFO for Spinal Concepts, General Manager and Division Vice President for Abbott Laboratories and CEO of two separate medical device companies, provides valuable business, leadership and management experience, particularly with respect to the numerous financial, business and strategic issues faced by a diversified medical device company. In addition, Mr. Johnson's experience with PricewaterhouseCoopers and his positions as a public company CFO of Urologix, Inc. and Orthofix, Inc. (formerly American Medical Electronics, Inc.) provides valuable financial and accounting experience for his position on the Audit Committee.


FISCAL YEAR 2025 PERFORMANCE HIGHLIGHTS


EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS


GOVERNANCE HIGHLIGHTS


Board Diversity Matrix as of September 18, 2025
Total Number of Directors: 8
Gender	Female	Male
Directors	4	4
Demographic Information
African American or Black	1	0
Alaskan Native or Native American	0	0
Asian	0	0
White	3	4
Two or more races or ethnicities	0	0
LGBTQ+	0	0
Did not Disclose Demographic Background	0	0


KAREN A. LICITRA			Director since 2019
Former Corporate Vice President for Worldwide Government Affairs and Policy			age 66
Johnson and Johnson
Ms. Licitra joined our Board of Directors in July of 2019. From January 2014 through August 2015, Ms. Licitra served as Corporate Vice President, Worldwide Government Affairs & Policy at Johnson & Johnson, a medical devices, pharmaceutical, and consumer packaged goods manufacturer. From December 2011 to December 2013, Ms. Licitra served as the Worldwide Chairman, Global Medical Solutions at Johnson & Johnson. From July 2002 to November 2011, she served as the Company Group Chairman and Worldwide Franchise Chairman at Ethicon Endo-Surgery, Inc., a Johnson & Johnson medical device company. From January 2001 to June 2002, she served as the President of Ethicon Endo-Surgery. From June 2015 to June 2021, she served on the Compensation Committee of the Board of Directors of Si-Bone, Inc., a medical device company focusing on a minimally invasive surgical implant system to treat sacroiliac joint dysfunction, and previously served on the Board of Directors of Novadaq Technologies Inc., a provider of proven comprehensive fluorescence imaging solutions, until the company was acquired by Stryker Corporation in 2017. Ms. Licitra received a B.S. in Commerce from Rider College. Ms. Licitra is a member of our Audit Committee and our Compensation Committee.

Director Qualifications: Ms. Licitra’s service as an executive in various roles at Johnson and Johnson provides valuable business and industry experience, leadership and insight, particularly with respect to the global, industry and strategic issues faced by a diversified medical device manufacturer.


Significant Shareholders
Name of Beneficial Owner	Number of Shares of Common Stock Owned as of September 18, 2025(a)	% of Outstanding Shares		Of Number of Shares Beneficially Owned, Number that May be Acquired Within 60 Days of September 18, 2025
5% Owners
Divisadaro Street Capital Management, LP 3480 Main Highway, Suite 204 Miami, FL 33133	3,395,430(b)	8.3	%	—
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	2,198,422(c)	7.1	%	—


Systematic Financial Management LP 300 Frank W. Burr Boulevard, 7th Floor Teaneck, NJ 07666	2,521,066(d)	6.1	%	—
Millennium Management LLC 399 Park Avenue New York, NY 10022	2,124,268(e)	5.2	%	—
Point72 Asset Management, L.P. 72 Cummings Point Road Stamford, CT 06902	2,120,2020(f)	5.2	%	—
Beneficial Ownership of Management
Non-Employee Directors
Eileen O. Auen	129,718	*		25,000
Lorinda A. Burgess	55,257			—
Howard W. Donnelly	167,051	*		—
Wesley E. Johnson, Jr.	137,563	*		—
Karen A. Licitra	90,453	*		—
Jan Stern Reed	130,034	*		25,000
Michael C. Tarnoff	83,378	*		—
Named Executive Officers
James C. Clemmer	1,117,665	*		686,478
Stephen A. Trowbridge	322,427	*		187,660
Lawrence T. Weiss	1,113	*		—
Laura Piccinini	102,524	*		87,881
Warren G. Nighan	127,214	*		91,103
All directors and executive officers as a group (12 persons)(g)	2,464,397	6.0	%	1,103,122


(a)			Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules, although not outstanding, shares of common stock subject to options that are exercisable or will become exercisable within 60 days of September 18, 2025 and restricted stock units that will vest within 60 days of September 18, 2025 are deemed to be outstanding and to be beneficially owned by the person holding the securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(b)			Share ownership information based upon a Schedule 13G filed by Divisadero Street Capital Management, LP on August 13, 2025. According to the Schedule 13G, all of the securities reported in this Schedule 13G are directly owned by advisory clients of Divisadaro Street Capital Management, LP. None of those advisory clients other than Divisadero Street Partners, L.P., may be deemed to beneficially own more than 5% of the shares of the Company.


(c)			Share ownership information based upon a Schedule 13G filed by BlackRock, Inc. on April 17, 2025. According to the Schedule 13G, Blackrock, Inc. has sole voting power with respect to 2,868,268 shares and sole dispositive power with respect to 2,918,422 shares.
(d)			Share ownership information based upon a Schedule 13G filed by Systematic Financial Management on February 13, 2025. According to the Schedule 13G, Systematic Financial Management LP has sole voting power with respect to 1,484,876 shares and sole dispositive power with respect to 2,521,066 shares.
(e)			Share ownership information based upon a Schedule 13G filed by Integrated Core Strategies (US) LLC on July 22, 2025, 2025. According to the Schedule 13G, the securities disclosed therein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities.
(f)			Share ownership information based upon a Schedule 13G filed by Point72 Asset Management, L.P. on July 17, 2025.
(g)			Includes all of the persons identified as non-employee directors and named executive officers.


	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights (3)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (4)
2004 Equity compensation plan approved by security holders	1,079,024 (1)	$15.61	—
2020 Equity compensation plan approved by security holders	4,042,049 (2)	$13.43	4,001,656


Total	5,121,073	$14.36	4,001,656


(1)			Includes (i) 1,079,024 stock options with a weighted-average exercise price of $15.61.
(2)			Includes (i) 1,456,478 stock options with a weighted-average exercise price of $13.43, (ii) 1,508,239 restricted stock units and (iii) 1,077,332 performance share units.
(3)			Because there is no exercise price associated with restricted stock units and performance share units, such equity awards are not included in the calculation of the weighted-average exercise price shown here.
(4)			Reflects the number of securities remaining available for future issuance under the AngioDynamics, Inc. 2020 Equity Incentive Plan.


Executive Officer			Title
James C. Clemmer			President and Chief Executive Officer
Stephen A. Trowbridge			Executive Vice President and Chief Financial Officer
Lawrence T. Weiss			Senior Vice President, Chief Legal Officer and Corporate Secretary
Laura Piccinini			Senior Vice President and General Manager, Cardiovascular and International
Warren G. Nighan			Senior Vice President, Global Supply Chain, Quality and Regulatory Affairs


Accuray Incorporated	Atrion Corporation	Inari Medical, Inc.	STAAR Surgical Company
Alphatec Holdings, Inc.	AxoGen, Inc.	LeMaitre Vascular, Inc.	Surmodics, Inc.
Artivian, Inc.	Cutera, Inc.	Nevro Corp.
AtriCure, Inc.	Glaukos Corporation	Orthofix Medical Inc.


Name	Fiscal 2024 Base Salary	Fiscal 2025 Base Salary	Percentage Increase
James C. Clemmer	$783,000	$810,400	3.5%
Stephen A. Trowbridge	$441,334	$461,194	4.5%
Lawrence T. Weiss (1)	$—	$430,000	N/A
Laura Piccinini (2)	$401,282	$413,064	2.9%
Warren G. Nighan	$392,700	$404,481	3.0%


(1)			Mr. Weiss was hired in December 2024.
(2)			Ms. Piccinini is paid in Euros, which was converted to U.S. Dollars using a period average exchange rate for fiscal years 2025 and 2024 of 1.08 Euro per Dollar and 1.08 Euro per Dollar, respectively. Based upon the spot rate on the date that Ms. Piccinini's base salary was set for fiscal year 2025, she received a 4% base salary increase.


Name	Target as a Percentage of Base Salary	Actual Payout as a Percentage of Target	Actual Payout as a Percentage of Base Salary	Total Amount Paid
James C. Clemmer	100%	150%	150%	$1,215,607
Stephen A. Trowbridge	65%	150%	98%	$449,664
Lawrence T. Weiss(1)	60%	75%	45%	$193,500
Laura Piccinini	60%	150%	90%	$371,758
Warren G. Nighan	50%	150%	75%	$303,360


Name	Target Long-term Incentive Awards %		Composition
James C. Clemmer	400% of base salary	}	50% performance share awards 25% restricted stock units 25% options
Stephen A. Trowbridge	250% of base salary
Lawrence T. Weiss	120% of base salary
Laura Piccinini	120% of base salary
Warren G. Nighan	100% of base salary


Abbott Laboratories	Hologic, Inc.	NovoCure Limited
Accuray Inc.	IDEXX Laboratories, Inc.	Omnicell, Inc.
Alphatec Holdings, Inc.	Inari Medical, Inc.	Orthofix Medical Inc.
Artivion, Inc.	InMode Ltd	Paragon 28, Inc.
AtriCure, Inc.	Inogen, Inc.	Penumbra, Inc.
Axonics, Inc.	Inspire Medical Systems, Inc.	QuidelOrtho Corporation
Baxter International Inc.	Insulet Corporation	ResMed Inc.
Becton, Dickinson & Company	Integra Lifesciences Holdings Corporation	Steris Corporation
Boston Scientific Corporation	Intuitive Surgical, Inc.	Stryker Corporation
CONMED Corporation	iRhythm Technologies, Inc.	Tactile Systems Technology, Inc.
Dexcom, Inc.	Kewaunee Scientific, Inc.	Tandem Diabetes Care, Inc.
Edwards Lifesciences Corp	LeMaitre Vascular, Inc.	Teleflex Incorporated
Enovis Corporation	LivaNova PLC	TransMedics Group, Inc.
Envista Holdings Corporation	Masimo Corporation	Varex Imaging Corporation
GE Healthcare Technologies, Inc.	Medtronic plc	Zimmer Biomet Holdings, Inc.
Glaukos Corporation	Nevro Corp.	ZimVie Inc.
Globus Medical, Inc.


Executive Officer	Number of Options	Grant Date Fair Value
James C. Clemmer	215,159	$	808,207
Stephen A. Trowbridge	76,458	$	287,497
Lawrence T. Weiss (1)	103,650	$	386,655
Laura Piccinini	29,863	$	112,290
Warren G. Nighan	23,507	$	88,391


Executive Officer	Number of Restricted Stock Units	Grant Date Fair Value
James C. Clemmer	109,628	$	811,247
Stephen A. Trowbridge	38,953	$	288,252
Lawrence T. Weiss (1)	52,697	$	376,257
Laura Piccinini	21,971	$	162,585
Warren G. Nighan	18,733	$	138,624


Executive Officer	Target Number of Performance Shares	Grant Date Fair Value at Target
James C. Clemmer	219,255	$	1,817,623
Stephen A. Trowbridge	77,905	$	645,832
Lawrence T. Weiss (1)	—	$	—
Laura Piccinini	30,428	$	252,248
Warren G. Nighan	23,952	$	198,562


Executive Officer	Threshold (#) (1)	Target (#) (1)	Maximum (#) (1)	Actual (#)
James C. Clemmer	—	66,187	132,374	—
Stephen A. Trowbridge	—	15,922	31,844	—
Lawrence T. Weiss(2)	—	—	—	—
Laura Piccinini	—	8,803	17,606	—
Warren G. Nighan	—	6,852	13,704	—


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3)	All Other Compensation ($)(4)	Total ($)
James C. Clemmer	2025	803,027	—	2,628,871	808,207	1,215,608	—	38,572	5,494,285
President, CEO	2024	783,000	—	2,579,215	820,002	783,000	—	40,754	5,005,971
	2023	756,154	—	2,281,808	718,967	190,000	—	36,762	3,983,691
Stephen A. Trowbridge	2025	455,847	—	934,085	287,497	449,664	—	34,704	2,161,797
EVP, CFO	2024	441,334	—	802,765	255,219	286,867	—	36,069	1,822,254
	2023	425,311	—	548,911	172,949	69,628	—	33,080	1,249,879



Lawrence T. Weiss SVP & Chief Legal Officer(6)	2025	206,731	—	376,257	386,656	193,500	—	6,923	1,170,067
Laura Piccinini (5)	2025	410,056	—	414,834	112,291	371,758	—	60,487	1,369,426
SVP & GM, Cardiovascular and International	2024	401,282	—	396,421	126,032	240,769	—	64,876	1,229,380
	2023	334,378	—	303,494	95,627	50,401	—	59,536	843,436
Warren Nighan	2025	401,309	—	337,186	88,391	303,361	—	34,899	1,165,146
SVP & GM, Global Supply Chain, Quality and Regulatory Affairs	2024	392,700	—	280,527	89,188	196,350	—	36,317	995,082


(1)			Stock Awards: The stock awards column represents aggregate grant date fair value of restricted stock unit awards and performance share awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. Accordingly, the grant date fair value of restricted stock units was determined by multiplying the number of restricted stock units by the closing stock price on the date of grant, while the grant date fair value of performance share awards was determined using a Monte Carlo simulation. The assumptions used in the valuation of stock-based awards are discussed in Note 13 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025. The table below shows the grant date fair value of the performance share awards included in the stock awards column for each year, and the maximum grant date value assuming that the highest level of performance conditions was achieved:


	Performance Shares
Name	Grant Date	Grant Date Fair Value		Maximum Grant Date Value (a)
James C. Clemmer	7/17/2024	$	1,817,624	$	3,635,248
	7/19/2023	$	1,756,960	$	3,513,920
	7/20/2022	$	1,569,294	$	3,138,588
Stephen A. Trowbridge	7/17/2024	$	645,832	$	1,291,664
	7/19/2023	$	546,841	$	1,093,682
	7/20/2022	$	377,511	$	755,022
Laura Piccinini	7/17/2024	$	252,248	$	504,496
	7/19/2023	$	270,042	$	540,084
	7/20/2022	$	208,719	$	417,438



Warren G. Nighan	7/17/2024	$	198,562	$	397,124
	7/19/2023	$	191,096	$	382,192
	7/20/2022	$	162,461	$	324,922


(2)			Option Awards: The option awards column represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The fair value of each stock option award is estimated on the grant date using the Black-Scholes option valuation model. The assumptions used in the valuation of stock-based awards are discussed in Note 13 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025.
(3)			For each of the Named Executive Officers, the amounts reported in Non-Equity Incentive Plan Compensation include the payments under our fiscal year 2025 annual cash incentive program, as described above under “Annual Cash Incentives.”
(4)			For each of the Named Executive Officers, the amounts reported in All Other Compensation include amounts we contributed as matching contributions under the 401(k) Plan, car allowance, payments for leased vehicles and housing allowance in connection with commencement of employment and are provided in the table below: