SEC Filing | AngioDynamics

View:

Download DOC

Download PDF

Download XLS

Download XBRL

ango-20230928

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

AngioDynamics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

☒ No fee required

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

14 Plaza Drive

Latham, New York 12110

(518) 798-1215

September 28, 2023

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of AngioDynamics, Inc. to be held on Tuesday, November 14, 2023 at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2023. There will be no physical in-person meeting.

At this year’s Annual Meeting you will be asked to:


(i)			consider and vote upon a proposal to elect four Class II directors, 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, 2024;
(iii)			consider and vote upon a “Say-on-Pay” advisory vote on the approval of the compensation of AngioDynamics’ named executive officers;
(iv)			consider and vote upon a proposal to amend the AngioDynamics, Inc. 2020 Equity Incentive Plan to, among other things, increase the number of shares available for issuance;
(v)			hold a "Say-On-Pay Frequency" advisory vote on a non-binding resolution to determine the frequency our shareholders will be asked to approve the compensation of our named executive officers; and
(vi)			transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

As we did last year, we are pleased to furnish proxy materials to our shareholders over the internet. Instead of mailing printed copies to each shareholder, we are mailing a Notice Regarding Internet Availability which contains instructions on how to access your proxy materials; how each shareholder can receive a paper copy of proxy materials, including this Proxy Statement, our annual report on Form 10-K for the fiscal year ended May 31, 2023 and a proxy card; and how to access your proxy card to vote through the internet or by telephone. We believe that this e-proxy process will expedite shareholders’ receipt of proxy materials, lower the costs and reduce the environmental impact of our Annual Meeting.

The Board of Directors unanimously believes that the election of its nominees for directors, the ratification of the appointment of AngioDynamics’ independent registered public accounting firm, the approval (on an advisory basis) of the compensation of its named executive officers, the approval of the AngioDynamics, Inc. 2020 Equity Incentive Plan, as amended, and annual frequency for holding an advisory vote on the compensation of our named executive officers are in the best interests of AngioDynamics and its shareholders, and, accordingly, recommends a vote “FOR” each proposal.

In addition to the business to be transacted as described above, management will address shareholders with respect to AngioDynamics’ developments over the past year and respond to comments and questions of general interest to shareholders.

Your vote is important and whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote your shares via a toll-free telephone number or over the internet. If you requested and received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding all three methods of voting are contained on the proxy card. Voting by proxy will ensure your shares are represented at the Annual Meeting. Banks and brokers cannot exercise discretionary voting in uncontested elections of directors. If you are not a shareholder of record, please follow the instructions provided by the shareholder of record (your bank or broker) so that your shares are voted at the meeting on all matters.

Sincerely,

James C. Clemmer

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

September 28, 2023

The meeting is being held for the following purposes:


1.			To vote upon a proposal to elect four Class II directors, 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, 2024;
3.			To vote upon a “Say-on-Pay” advisory vote on the approval of the compensation of AngioDynamics’ named executive officers;
4.			To vote upon a proposal to amend the AngioDynamics, Inc. 2020 Equity Incentive Plan to, among other things, increase the number of shares available for issuance;
5.			To hold a "Say-On-Pay Frequency" advisory vote on a non-binding resolution to determine the frequency our shareholders will be asked to approve the compensation of our named executive officers; and
6.			To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only shareholders who held shares at the close of business on Wednesday, September 20, 2023, are entitled to notice of and to vote at the meeting or any adjournments or postponements thereof. You may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGO2023. To participate in the meeting, you must have your sixteen-digit control number located on your notice, on your proxy card or on the instructions that accompanied your proxy materials.

It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning your proxy card or by voting on the internet or by telephone. Please see the instructions below under the heading “How do I vote my shares without attending the meeting?”.

The Annual Meeting for which this notice is given may be adjourned from time to time without further notice other than announcement at the meeting or any adjournment thereof. Any business for which notice is hereby given may be transacted at any such adjourned meeting.

By Order of the Board of Directors,

Stephen A. Trowbridge

Executive Vice President and CFO

Latham, New York

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting to be Held on November 14, 2023.

Our Proxy Statement for the 2023 Annual Meeting of Shareholders, the proxy card, and annual report on Form 10-K for our fiscal year ended May 31, 2023 are available on the following website: www.proxyvote.com. To view materials via the internet, please follow the instructions set forth on the Notice Regarding Internet Availability mailed on or about September 28, 2023 to all shareholders of record on September 20, 2023.

PROXY STATEMENT SUMMARY

This summary highlights selected information in this Proxy Statement. Please review the entire Proxy Statement and the 2023 Annual Report before voting.

SUMMARY OF SHAREHOLDER VOTING MATTERS

Board Vote Recommendation

More Information

Broker Discretionary Voting Allowed?

Routine?

Vote Required for Approval

Abstentions/ Broker Non-Votes

Proposal 1

Election of Class II Directors

FOR each Nominee

Page 6

Plurality of votes cast

Abstentions and broker non-votes do not count as votes cast

Proposal 2

Ratification of Our Independent Registered Public Accounting Firm

FOR

Page 47

Yes

Majority of the shares represented in person or by proxy and entitled to vote

Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal

Proposal 3

Approval of the Compensation of our named executive officers on an advisory basis

FOR

Page 51

Majority of the shares represented in person or by proxy and entitled to vote

Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal

Proposal 4

Approval of amendments to the AngioDynamics, Inc. 2020 Equity Incentive Plan

FOR

Page 52

Majority of the shares represented in person or by proxy and entitled to vote

Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal

Proposal 5

Advisory Vote on Frequency of Say-On-Pay Votes

FOR

Page 59

Majority of the shares represented in person or by proxy and entitled to vote

Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal


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/ANGO2023.	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


FISCAL YEAR 2023 PERFORMANCE HIGHLIGHTS

During fiscal year 2023 we continued our strategic transformation into a growth-oriented, technology driven company that will allow us to serve larger and faster growing markets. Driven by the returns from the ongoing strategic transformation and focus on key technology platforms, in fiscal year 2023, our net sales grew 7.1%. Growth was driven by our Med Tech segment, which includes Auryon, Mechanical Thrombectomy (which includes AngioVac and AlphaVac) and Nanoknife.


EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

We regularly engage with investors to discuss our strategic direction, financial position and results of operations. This engagement provides valuable feedback on our compensation programs and governance practices.

We have set forth below certain key features of our executive compensation program applicable to our named executive officers and key compensation governance practices that strengthen the alignment of our named executive officers’ interests with those of our shareholders:


Key Compensation Program Features						Key Compensation Governance Practices
•For fiscal year 2023, 66% 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
•Full-value 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


GOVERNANCE HIGHLIGHTS

As part of our commitment to high ethical standards, our Board embraces strong governance practices and principles. These practices are described in more detail starting on page 11 and in our Corporate Governance Guidelines, which can be found in the Governance section of our website.


Independence			•8 of our 9 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
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 gender, race and ethnicity); 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

TABLE OF CONTENTS


		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	7
	Other Directors	8
CORPORATE GOVERNANCE		12
MEETINGS AND BOARD COMMITTEES		14
OWNERSHIP OF SECURITIES		18
	Equity Compensation Plan Information	19
EXECUTIVE COMPENSATION		21
	Compensation Discussion and Analysis	21
	Summary Compensation Table for Fiscal Year 2023	31
	Grants of Plan-Based Awards for Fiscal Year 2023	33
	Outstanding Equity Awards at Fiscal 2023 Year-End	34
	Option Exercises and Stock Vested for Fiscal Year 2023	35
	Estimates of Potential Payments Upon Termination or Change in Control	38
	CEO Pay Ratio	39
	Director Compensation Table	40
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		47
	Recommendation of the Board of Directors	47
AUDIT MATTERS		48
	Audit Committee Report	48
	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		51
	Adoption of Proposal 3	51
	Recommendation of the Board of Directors	51
PROPOSAL 4 - APPROVAL OF AMENDMENTS TO THE ANGIODYNAMICS, INC. 2020 EQUITY INCENTIVE PLAN		52
PROPOSAL 5 - APPROVAL OF “SAY-ON-PAY FREQUENCY” ADVISORY VOTE ON A NON-BINDING RESOLUTION TO DETERMINE THE FREQUENCY OUR SHAREHOLDERS WILL BE ASKED TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		59
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		60
ANNUAL REPORT		61
SHAREHOLDER PROPOSALS AND NOMINATIONS		62
OTHER MATTERS		63
APPENDIX A		64

ANGIODYNAMICS, INC.

14 Plaza Drive

Latham, New York 12110

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

OF ANGIODYNAMICS, INC.

November 14, 2023

INTRODUCTION

We are furnishing this proxy statement to the shareholders of AngioDynamics, Inc. in connection with the solicitation by our Board of Directors of proxies to be voted at our 2023 Annual Meeting of Shareholders referred to in the attached notice and at any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held on November 14, 2023 at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2023. There will be no physical in-person meeting. Only shareholders who held shares at the close of business on Wednesday, September 20, 2023 are entitled to notice of and to vote at the meeting, or at any adjournments or postponements thereof. You may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGO2023. To participate in the meeting, you must have your sixteen-digit control number located on your notice, on your proxy card or on the instructions that accompanied your proxy materials. We expect to mail this proxy statement and the accompanying proxy card or voting instruction form beginning on or around September 28, 2023 to each shareholder entitled to vote at the Annual Meeting.

When used in this proxy statement, the terms “we,” “us,” “our,” “the Company” and “AngioDynamics” refer to AngioDynamics, Inc. The terms “Board of Directors” and “Board” refer to the Board of Directors of AngioDynamics, Inc. Our principal executive offices are located at 14 Plaza Drive, Latham, New York 12110.

This proxy statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management's current expectations, the accuracy of which is necessarily subject to risk and uncertainties. Please refer to "Risk Factors" in our Form 10-K for the year ended May 31, 2023, for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

What am I voting on?

At the Annual Meeting, we will ask holders of our common stock to consider and vote upon the following items:

1. Election of Directors

The election of four Class II directors, namely, Eileen O. Auen, James C. Clemmer, Howard W. Donnelly and Jan Stern Reed. If elected, these Class II directors will serve until the 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

2. Ratification of Appointment of Independent Registered Public Accounting Firm

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2024.

3. Advisory Vote on the Compensation of our Named Executive Officers

A “Say-on-Pay” advisory vote on the approval of the compensation of our named executive officers.

4. Approval of amendments to the AngioDynamics, Inc. 2020 Equity Incentive Plan

Approval of the amended AngioDynamics, Inc. 2020 Equity Incentive Award Plan to increase the total number of shares of common stock reserved for issuance from 4,350,000 to 5,850,000 shares and to permit grants to non-employee directors without any vesting conditions.

5. Advisory Vote on the Frequency of “Say-on-Pay” Vote

A “Say-On-Pay Frequency” advisory vote on a non-binding resolution to determine the frequency our shareholders will be asked to approve the compensation of our named executive officers.

How can I receive proxy materials?

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our shareholders primarily via the internet, instead of mailing printed copies of proxy materials to each shareholder. On or about September 28, 2023, we began mailing to our shareholders a “Notice of Internet Availability of Proxy Materials” (sometimes referred to herein as the “Notice”) containing instructions on how to access this proxy statement, the accompanying notice of Annual Meeting and our annual report for the fiscal year ended May 31, 2023 online. If you received the Notice by mail, you will not automatically receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the internet.

Finally, you can receive a copy of our proxy materials by following the instructions contained in the Notice regarding how you may request to receive your materials electronically or in printed form on a one-time or ongoing basis. Requests for printed copies of the proxy materials can be made through the internet at http://www.proxyvote.com, by telephone at 1-800-579-1639 or by e-mail at sendmaterial@proxyvote.com by sending a blank e-mail with your control number in the subject line.

Who is entitled to vote?

Shareholders of record at the close of business on September 20, 2023, the record date for the Annual Meeting, are entitled to receive this proxy statement and to vote at the meeting and at any adjournment or postponement thereof. As of the close of business on the record date, there were 39,803,032 outstanding shares of our common stock entitled to notice of, and to vote at, the Annual Meeting. Holders of our common stock have one vote per share on each matter to be acted upon. A list of the shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for 10 days prior to the Annual Meeting, for any purpose germane to the meeting. Interested parties should contact our General Counsel between the hours of 9:00 a.m. and 4:30 p.m. at our principal executive offices at 14 Plaza Drive, Latham, New York 12110.

If you hold your shares in “street name” (that is, through a bank, broker, trustee or other nominee), the Notice was forwarded to you by your bank, broker, trustee or other nominee. As the beneficial owner, you have the right to direct your bank, broker, trustee or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the shareholder of record, you may not vote your shares live at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy.

How do I vote my shares without attending the meeting?

If you are a shareholder of record as of the record date for the Annual Meeting, you may vote by granting a proxy. For shares held in street name, you may vote by submitting voting instructions to your broker or nominee. In most circumstances, you may vote:

By Internet or Telephone - If you have internet or telephone access, you may submit your proxy by following the voting instructions in the Notice of Annual Meeting no later than 11:59 p.m., New York City Time, on November 1, 2023. If you vote by internet or telephone, you need not return your proxy card.

By Mail - If you received a paper copy of this proxy statement, you may vote by mail by signing, dating and mailing your proxy card in the envelope provided which must be received in time for the annual meeting. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, or attorney or an officer of a corporation), you should indicate your name and title or capacity.

How do I vote my shares virtually at the meeting?

If you are a shareholder of record as of the record date for the Annual Meeting, you can participate in the Annual Meeting live online at www.virtualshareholdermeeting.com/ANGO2023. The webcast will start on November 14, 2023 at 12:00 p.m, Eastern Time. You may vote and submit questions while attending the Annual Meeting online. You will need the sixteen-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials in order to be able to enter the meeting.

Street name shareholders must provide specific instructions on how to vote your shares by completing and returning the voting instruction form provided by your bank, broker, trustee or other nominee.

Even if you plan to attend the virtual meeting, we encourage you to vote in advance by internet, telephone or mail so that your vote will be counted in the event you are unable to attend.

How can I attend the meeting?

If you wish to attend the meeting via live webcast, you will need to log in to the webcast using the sixteen-digit control number located on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. You may log in to the webcast by visiting www.virtualshareholdermeeting.com/ANGO2023. The webcast will begin promptly at 12:00 p.m., Eastern Time on November 14, 2023. Online access will begin at 11:50 a.m., Eastern Time. We encourage you to access the webcast prior to the designated start time, to give yourself plenty of time to log in and ensure that you can hear streaming audio prior to the start of the meeting.

How can I ask questions at the meeting?

Questions may be submitted prior to the meeting or you may submit questions in real time during the meeting through our virtual shareholder forum. You must first join the meeting as described above in “How can I attend the meeting?”

What does it mean if I receive more than one proxy card or Notice?

If you receive more than one proxy card or Notice, it generally means that you hold shares registered in more than one account. If you received a paper copy of this proxy statement and you vote by mail, you should sign and return each proxy card. Alternatively, if you vote by internet or telephone, you should vote once for each proxy card and/or Notice you receive. If you have received more than one Notice, you should vote once for each Notice that you receive.

May I change my vote?

Yes. If you are a shareholder of record and whether you have voted by mail, internet or telephone, you may change your vote and revoke your proxy, prior to the Annual Meeting, by:

•Sending a written statement to that effect to AngioDynamics’ General Counsel at AngioDynamics Corporate headquarters at 14 Plaza Drive, Latham New York, 12110;

•Voting by internet or telephone at a later time;

•Submitting a properly signed proxy card with a later date; or

•Voting virtually at the Annual Meeting and by filing a written notice of termination of the prior appointment of a proxy with AngioDynamics, or by filing a new written appointment of a proxy with AngioDynamics.

If you hold your shares in street name, your bank, broker, trustee or other nominee can provide you with instructions on how to change your vote.

What constitutes a quorum?

A majority of the outstanding shares of common stock present in person or by proxy is required to constitute a quorum at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person for the purposes of a quorum. For purposes of determining the presence of a quorum for transacting business at the Annual Meeting, abstentions and broker “non-votes” (proxies from banks, brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the banks, brokers or nominees do not have discretionary power) will be treated as shares that are present.

How does the Board recommend that I vote?

The Board of Directors recommends that you vote your shares:

“FOR” the election of the Class I directors who have been nominated by the Board of Directors;

“FOR” the ratification of the appointment of Deloitte & Touche LLP as AngioDynamics’ independent registered public accounting firm for the fiscal year ending May 31, 2024;

“FOR” the approval (on an advisory basis) of the compensation of our named executive officers;

“FOR” the approval of amendments to the AngioDynamics, Inc. 2020 Equity Incentive Plan;

“FOR” the approval of an annual advisory vote on the compensation of our named executive officers and

with respect to any other matter that may properly be brought before the Annual Meeting, in accordance with the judgment of the persons named as proxies. We do not expect that any matter other than as described in this proxy statement will be brought before the Annual Meeting.

What happens if I do not give specific voting instructions?

Shareholders of Record. If you are a shareholder of record and you indicate when voting over the internet or by telephone that you wish to vote as recommended by the Board, or sign and return a proxy card without giving specific voting instructions, then the persons named as proxies will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Street Name Holders. If you hold your shares in “street name” and do not provide specific voting instructions, then, under the rules of the Nasdaq, the bank, broker, trustee or other nominee may generally vote on routine matters but cannot vote on non-routine matters. If you do not provide voting instructions on non-routine matters, your shares will not be voted by your bank, broker, trustee or other nominee. As a result, your bank, broker, trustee or other nominee may not vote your shares without receipt of a voting instruction form with respect to Proposal 1 (election of directors), Proposal 3 (advisory vote on executive compensation), Proposal 4 (vote on amendments to the AngioDyanmics, Inc. 2020 Equity Incentive Plan) and Proposal 5 (advisory vote on the frequency of Say-On-Pay votes) because each proposal is a non-routine matter, but may vote your shares without your instructions with respect to Proposal 2 (ratification of appointment of independent registered public accounting firm) because this matter is considered routine.

What is the voting requirement to approve each proposal?

Under Delaware law and AngioDynamics’ Amended and Restated Certificate of Incorporation and Second Amended and Restated By-Laws, if a quorum exists at the meeting, the affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors (Proposal 1). A properly executed proxy marked “withhold authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Our Corporate Governance Principles provide that, in the case of an uncontested election of directors, a director nominee who does not receive votes cast "for" his or her election or re-election in excess of 50% of the number of votes cast with respect to such nominee's election or re-election (a "Majority Vote"), shall tender his or her resignation to the Board of Directors, with such resignation expressly stating that it is contingent upon the acceptance of the resignation by the Board of Directors in accordance with our Corporate Governance Principles. If a nominee fails to receive a Majority Vote, the Company's Nominating, Compliance and Corporate Governance Committee, or another duly authorized committee of the Board of Directors, will consider whether to accept the nominee's resignation and will submit a recommendation for prompt consideration by the Board of Directors. The Board of Directors shall then act on the resignation, taking into account such committee's recommendation, within ninety (90) days following certification of the shareholder vote.

For the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2024 (Proposal 2), the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on this item will be required for approval.

For the “Say-on-Pay” advisory vote (Proposal 3) and the “Say-On-Pay” frequency vote (Proposal 6), the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on this item will reflect the advice of the shareholders. The approval, on an advisory basis, of the compensation paid to our named executive officers, also known as a “Say on Pay” vote, is an advisory vote mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. This means that while we ask shareholders to approve the compensation paid to our named executive officers, it is not an action that requires shareholder approval, and shareholders are not voting to approve or disapprove the Board’s recommendation with respect to this proposal. Both the "Say-on-Pay" vote and the “Say – On- Pay” frequency vote are advisory votes and are non-binding on the Board, although the Board and the Compensation Committee welcome the input of shareholders on the Company’s compensation policies and will take the advisory votes into account in making determinations concerning executive compensation.

For the approval of amendments to the AngioDynamics, Inc. 2020 Equity Incentive Plan (Proposal 4) the affirmative vote of a majority of votes cast on this item will be required for approval.

A properly executed proxy marked “Abstain” with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum present. Accordingly, an abstention will have the effect of a negative vote on Proposal 2, Proposal 3, Proposal 4 and Proposal 5 but will have no effect on the election of directors or determining whether a Majority Vote has been achieved.

What is a broker non-vote?

If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal for which your broker does not have or does not exercise discretionary authority to vote (a “broker non-vote”). Shares constituting broker non-votes are not counted or deemed to be present in person or by proxy for the purpose of voting on a non-routine matter at the Annual Meeting and, therefore, will not be counted for the purpose of determining whether shareholders have approved the election of directors in Proposal 1, the “Say-on-Pay” advisory vote in Proposal 3, Proposal 4 (amendments to the AngioDynamics, Inc. 2020 Equity Incentive Plan) and Proposal 5 (the “Say-on-Pay” frequency advisory vote) because such proposals are considered non-routine matters. If you do not provide voting instructions to your broker, your broker only will have discretion to vote your shares on Proposal 2, because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter. Broker non-votes are counted as present for the purpose of determining whether a quorum is present at the Annual Meeting.

How can I find voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and, within four business days following the date of the Annual Meeting, we will file a Current Report on Form 8-K with the SEC indicating final voting results.

Who bears the cost of soliciting proxies?

The cost of solicitation of proxies being solicited on behalf of the Board of Directors will be borne by us. In addition to the use of the mail and the internet, proxy solicitation may be made by telephone, facsimile and personal interview by our officers, directors and employees.

PROPOSAL 1 - ELECTION OF DIRECTORS

Nominees

Our Board of Directors currently consists of nine directors. On July 19, 2023, our Board appointed Lorinda Burgess to the Board of Directors and appointed her to the Audit Committee and Compensation Committee. The Board is classified into three classes, each of which has a staggered three-year term. At the Annual Meeting, our shareholders will be asked to elect four Class II directors, namely, Eileen O. Auen, James C. Clemmer, Howard W. Donnelly and Jan Stern Reed. If elected, Ms. Auen, Mr. Clemmer, Mr. Donnelly and Ms. Reed will hold office until the Annual Meeting of Shareholders to be held in 2026 and until each of their successors is duly elected and qualified. The Class II and Class III directors will continue in office during the terms indicated below. Unless otherwise specified, all proxies received will be voted in favor of the election of the nominee named below as a director of AngioDynamics. Directors will be elected by a plurality of the votes cast, in person or by proxy, at the Annual Meeting. Our Corporate Governance Principles provide that, in the case of an uncontested election of directors, a director nominee who does not receive a Majority Vote shall tender his or her resignation to the Board of Directors, with such resignation expressly stating that it is contingent upon the acceptance of the resignation by the Board of Directors in accordance with our Corporate Governance Principles. If a nominee fails to receive a Majority Vote, the Company’s Nominating, Compliance and Corporate Governance Committee, or another duly authorized committee of the Board of Directors, will consider whether to accept the nominee’s resignation and will submit a recommendation for prompt consideration by the Board of Directors. The Board of Directors shall then act on the resignation, taking into account such committee’s recommendation, within ninety (90) days following certification of the shareholder vote.

The current term of each of Eileen O. Auen, James C. Clemmer, Howard W. Donnelly and Jan Stern Reed expires at the Annual Meeting and when each of their successors is duly elected and qualified. Ms. Auen, Mr. Clemmer, Mr. Donnelly and Ms. Reed have each consented to be named as a nominee and, if elected, to serve as a Director. Management has no reason to believe that any of the nominees will be unable or unwilling to serve as a Director if elected. Should any of the nominees not remain a candidate for election at the date of the Annual Meeting, proxies may be voted for substitute nominees selected by the Board of Directors.

As of September 20, 2023, the following Directors served on the following committees:

Committee Memberships

Name

Age

Director Since

Independent

NCCGC

Eileen O. Auen

2016

Howard W. Donnelly

2004

Wesley E. Johnson, Jr.

2007

Karen A. Licitra

2019

Dennis S. Meteny

2004

Jan Stern Reed

2016

Michael E. Tarnoff

2019

Lorinda A. Burgess

2023

James C. Clemmer

2016


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

Set forth below are the names, ages and principal occupations and director positions on public companies, in each case, for the past five years, of the directors and nominees, and information relating to other positions held by them with us and other companies. Additionally, there is a brief discussion of each director’s and nominee’s experience, qualifications, attributes or skills that led to the conclusion that such person should serve as a director. There are no family relationships between or among any of the directors, executive officers and nominees for director.

Class II Directors (Term expiring at the 2023 Annual Meeting):


EILEEN O. AUEN			Director since 2016
Former Executive Chairman			age 60
Helios
Ms. Auen most recently served as Executive Chairman 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. She currently provides consulting services to the healthcare industry through Deep Run Consulting, a firm she founded. Ms. Auen earned a bachelor’s degree in Economics and Finance from Towson University, and an M.B.A. from the University of Virginia School of Business. Ms. Auen currently serves as the Chairman of the Board of Directors for Point32Health, a $9 billion Health and Wellness Company formed by the merger of Tufts Healthplan and Harvard Pilgrim and 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. She is also a member of the Board for the Towson University Foundation. 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. Ms. Auen chairs our Compensation 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.


JAMES C. CLEMMER			Director since 2016
President and Chief Executive Officer			age 59
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.


HOWARD W. DONNELLY			Director since 2004
Former President and CEO			age 62
BlueFin Medical, LLC
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 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.


JAN STERN REED			Director since 2016
Former Senior Vice President, General Counsel and Corporate Secretary			age 63
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 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). Ms. Reed is a member of our Audit Committee and 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.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” the election of the nominees.

Other Directors

The following Class I and Class III directors will continue on the Board of Directors for the terms indicated:

Class III Directors (Term expiring at the 2024 Annual Meeting):


WESLEY E. JOHNSON, JR.			Director since 2007
Former CEO of medical device companies, Former Divisional Vice-President and General Manager			age 65
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 Nominating, Compliance and Corporate Governance Committee and a member of our Audit 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.


KAREN A. LICITRA			Director since 2019
Former Corporate Vice President for Worldwide Government Affairs and Policy			age 64
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.


LORINDA A. BURGESS			Director since 2023
Director			age 61
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.

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.

Class I Directors (Term expiring at the 2025 Annual Meeting):


DENNIS S. METENY			Director since 2004
Director			age 70
From 2014 to 2022, Mr. Meteny has been a director of Blue Water Growth LLC, a global business consulting firm with services including mergers and acquisitions, private capital solutions, product distribution, outsourcing, and a wide variety of business advisory services for its Western and Asian clients. From 2006 to January 2014, Mr. Meteny was President and Chief Executive Officer of Cygnus Manufacturing Company LLC, a privately held manufacturer of medical devices, health and safety components, and high precision transportation, aerospace and industrial products. From 2003 to 2006, Mr. Meteny was an Executive-in-Residence at the Pittsburgh Life Sciences Greenhouse, a strategic economic development initiative of the University of Pittsburgh Health System, Carnegie Mellon University, the University of Pittsburgh, the State of Pennsylvania and local foundations. From 2001 to 2003, he was President and Chief Operating Officer of TissueInformatics, Inc., a privately held company engaged in the medical imaging business. From 2000 to 2001, Mr. Meteny was a business consultant to various technology companies. Prior to that, Mr. Meteny spent 15 years in several executive-level positions, including as President and Chief Executive Officer, from 1994 to 1999, of Respironics, Inc. a cardio-pulmonary medical device company. Mr. Meteny holds a B.S. Degree in Accounting from The Pennsylvania State University and an MBA from the University of Pittsburgh. Mr. Meteny is the Chairman of our Audit Committee and a member of the Compensation Committee.

Director Qualifications: Mr. Meteny’s service as CFO, COO and CEO of Respironics, COO of TissueInformatics and CEO of Cygnus Manufacturing Company, provides our Board with valuable business, leadership and management experience, including leading a large, diverse healthcare company, giving him a keen understanding of the numerous operational and strategic issues facing a diversified medical device company such as AngioDynamics. In addition, as noted above, Mr. Meteny is the Chairman of our Audit Committee and is designated as a “financial expert” as a result of his extensive financial and accounting background with Ernst & Young and his position as CFO of Respironics.


MICHAEL E. TARNOFF, MD			Director since 2019
President and CEO			age 55
Tufts Medical Center and Tufts Children's Hospital
Since June of 2021, 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 is a member of our Nominating, Compliance and Corporate Governance Committee.

Director Qualifications: Through his extensive experience as a surgeon and his roles in hospital administration, including his recent appointment 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.

CORPORATE GOVERNANCE

Director Independence

The listing standards of Nasdaq require that a majority of a listed company’s directors qualify as independent. Our Board of Directors has determined that eight of our nine directors - Mses. Auen, Burgess, Licitra and Reed, and Messrs. Donnelly, Johnson, Meteny and Tarnoff - are independent under the Nasdaq listing standards. Under the Nasdaq listing standards, an “independent director” is a director who is not an officer or employee of AngioDynamics or any subsidiary and who does not have any relationship that the Board of Directors believes would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors reviews the relationships that each director has with our Company, including relationships with the Company and any family member of each such director, on an annual basis and only those directors having no direct or indirect material relationship with our Company and who qualify as independent under the Nasdaq listing standards will be considered independent directors of AngioDynamics.

Communications with the Directors

Shareholders may communicate in writing with any particular director, the independent directors as a group, or the entire Board by sending such written communication to our Secretary at our principal executive offices, 14 Plaza Drive, Latham, New York 12110. Copies of written communications received at such address will be provided to the Board or the relevant director or directors unless such communications are determined by our outside counsel to be inappropriate for submission to the intended recipient(s). However, any communication not so delivered will be made available upon request to any director. Examples of shareholder communications that would be considered inappropriate for submission include, without limitation, customer complaints, business solicitations, product promotions, resumes and other forms of job inquiries, junk mail and mass mailings, as well as material that is unduly hostile, threatening, illegal or similarly unsuitable.

Policy on Director Attendance at Annual Meetings

All Board members are encouraged to attend our Annual Meetings of Shareholders absent an emergency or other unforeseen circumstance. All of our directors who were then serving on the Board attended our 2022 Annual Meeting of Shareholders.

Compliance Program

Our Board of Directors has adopted a written Code of Conduct for our Company. Our Code of Conduct is available at our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Governance Documents-Code of Conduct” caption. All Company officers, employees, and directors are required to comply with our Code of Conduct. Our Code of Conduct covers a number of topics, including conflicts of interest, insider trading, fair dealing, equal employment opportunity and harassment, anti-bribery, and confidential information, as well as requiring adherence to all laws, rules, and regulations applicable to our business. Employees are required to bring any violations and suspected violations of the Code of Conduct to the attention of the Company through management or our legal counsel or by using the Company’s confidential Compliance Hotline. The Company also maintains a Board-approved comprehensive compliance program to ensure our employees comply with applicable laws, rules, regulations, and industry codes when interacting with healthcare professionals.

The Company maintains the Compliance Hotline for the Company employees and third parties to use as a means of raising concerns or seeking advice. The Compliance Hotline is provided by an independent third-party and is available worldwide. Individuals using the Compliance Hotline may choose to remain anonymous and all inquiries are kept confidential to the extent practicable in connection with the investigation. All Compliance Hotline inquiries are forwarded to the Company’s Corporate Compliance Group for investigation. The Audit Committee is informed of any matters reported to the Company’s Corporate Compliance Group, whether through the Compliance Hotline, management, or otherwise, involving accounting, internal control, or auditing matters. Matters reported to the Company’s Corporate Compliance Group, whether through the Compliance Hotline, management, or otherwise, involving, among other things, compliance with laws, employee health and safety, employment, and interactions with health care professionals, are generally reported to the Nominating, Compliance, and Corporate Governance Committee.

Hedging and Pledging Policy

Our Insider Trading Policy prohibits directors and employees, including named executive officers, from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, and from engaging in borrowing against AngioDynamics’ securities held in a margin account, or pledging AngioDynamics’ securities as collateral for a loan (unless the individual can clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities).

Board of Directors Leadership Structure

Howard W. Donnelly is our independent, non-executive Chairman of the Board of Directors, and James C. Clemmer is our Chief Executive Officer. We separate the roles of Chief Executive Officer and Chairman of the Board of Directors in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board of Directors provides guidance to the Chief Executive Officer and sets the agenda for Board meetings and presides over meetings of the Board. We also believe that separation of the positions reinforces the independence of the Board in its oversight of the business and affairs of the Company, and creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its shareholders.

Risk Oversight

Our Board of Directors monitors management’s enterprise-wide approach to risk management. The full Board of Directors’ role in discussing and developing our business strategy is a key part of its understanding of the risks the Company faces and the steps management takes to manage those risks. The Board of Directors regularly assesses management’s appetite for risk and helps guide management in determining what constitutes an appropriate level of risk for the Company.

While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee reviews management’s enterprise risk assessment, which focuses on four primary areas of risk: Strategic; Financial; Operational and Legal/Compliance. In addition, the Audit Committee focuses on financial risks, including internal controls. In setting compensation, the Compensation Committee strives to create incentives that encourage an appropriate level of risk-taking behavior consistent with our business strategy. The Nominating, Compliance, and Corporate Governance Committee focuses on significant legal and regulatory compliance matters, including compliance with laws, employment matters, and interactions with health care professionals.

MEETINGS AND BOARD COMMITTEES

Committees of the Board

During our fiscal year ended May 31, 2023, our Board of Directors had three standing committees, the members of which have been appointed by the Board: the Audit Committee; the Compensation Committee; and the Nominating, Compliance and Corporate Governance Committee. Each committee is composed entirely of independent directors and the Chairman and members of each committee are appointed annually by the Board. Each committee is authorized to retain its own outside counsel and other advisors as it desires, subject to, for the Nominating, Compliance and Corporate Governance Committee a $100,000 annual limitation on fees and expenses for such counsel and advisors without the full Board’s prior consent.

Each committee has adopted a written charter, and a brief summary of each committee’s responsibilities follows.

Audit Committee and Audit Committee Financial Expert

The Audit Committee assists our Board of Directors in its oversight of:

•the integrity of our financial statements, financial reporting process, system of internal controls over financial reporting, and audit process;

•our compliance with, and process for monitoring compliance with, legal and regulatory requirements, in coordination with the Nominating, Compliance, and Corporate Governance Committee;

•our independent registered public accounting firm’s qualifications and independence; and

•the performance of our independent registered public accounting firm.

In addition, our Audit Committee provides an open avenue of communication between the independent registered public accounting firm and the Board.

The authority and responsibilities of the Audit Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Audit Committee” caption. The information on our website is not a part of this proxy statement.

During our fiscal year ended May 31, 2023, the members of the Audit Committee were Dennis S. Meteny, Wesley E. Johnson, Jr., Jan Stern Reed and Karen Licitra. On July 19, 2023, Lorinda Burgess was appointed to the Audit Committee. Our Board has determined that each member of the Audit Committee is independent under the Nasdaq listing standards. The Board has also determined that each member of the Audit Committee is financially literate in accordance with the Nasdaq listing standards and that Mr. Meteny, who serves as the chair of the Audit Committee, is an “audit committee financial expert,” as defined under SEC rules. The Audit Committee met ten times during our fiscal year ended May 31, 2023. All of such meetings were attended, either in person or telephonically, by all of the members of the Audit Committee. The Audit Committee took action by unanimous written consent on one occasion during the fiscal year ended May 31, 2023. Subsequent to our fiscal year end our Board appointed Lorinda Burgess to the Board of Directors and appointed her to the Audit Committee.

The report of the Audit Committee begins on page 47 of this proxy statement.

Compensation Committee

The Compensation Committee is responsible for:

•assisting the Board in developing and evaluating potential candidates for executive positions;

•reviewing and recommending to the Board each year the objectives that will be the basis for the payment of the annual incentive compensation to the NEOs and CEO;

•reviewing the compensation for our NEOs;

•reviewing and recommending to the full Board the compensation for the CEO;

•reviewing our NEO's and our CEO’s performance annually in light of the Compensation Committee’s established goals and objectives;

•reviewing and approving the evaluation process, compensation structure and payouts for our other executive officers annually and overseeing the CEO’s decisions concerning the performance and compensation of our other executive officers; and

•reviewing and administering our incentive compensation and other stock-based plans and recommending changes in such plans to the Board, as needed.

The authority and responsibilities of the Compensation Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Compensation Committee” caption. The information on our website is not a part of this proxy statement. The Compensation Committee has authority under its charter to delegate its responsibilities to a subcommittee of the Committee, but did not do so during our fiscal year ended May 31, 2023.

During our fiscal year ended May 31, 2023, the members of the Compensation Committee were Eileen O. Auen, Karen Licitra and Dennis Meteny, each of whom were determined by our Board of Directors to be independent under the Nasdaq listing standards. The Compensation Committee met five times during our fiscal year ended May 31, 2023. All of such meetings were attended, either in person or telephonically, by all of the then serving members of the Compensation Committee. The Compensation Committee took action by unanimous written consent on one occasion during the fiscal year ended May 31, 2023. Subsequent to our fiscal year end our Board appointed Lorinda Burgess to the Board of Directors and appointed her to the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2023 and as of the date of this proxy statement, none of the members of the Compensation Committee was or is an officer or employee of the Company, and no executive officer of the Company served or serves on the compensation Committee or Board of Directors of any company that employed or employs any member of the Company’s Compensation Committee or Board of Directors.

Nominating, Compliance and Corporate Governance Committee

The Nominating, Compliance and Corporate Governance Committee is responsible for:

•assisting the Board in identifying individuals qualified to serve as directors of our Company and on committees of the Board and assessing the background and qualifications of director candidates;

•advising the Board with respect to Board composition, procedures and committees;

•developing and recommending to the Board a set of corporate governance principles applicable to our Company, including principles for determining the form and amount of director compensation;

•overseeing the evaluation of the Board; and

•overseeing the Company’s compliance with, and process for monitoring compliance with, legal and regulatory requirements, in coordination with the Audit Committee.

The Nominating, Compliance and Corporate Governance Committee’s guidelines for selecting nominees to serve on the Board are set forth in its charter and summarized below.

The Nominating, Compliance and Corporate Governance Committee may apply several criteria in selecting and assessing nominees. At a minimum, the Committee will consider:

•whether each such nominee has demonstrated, by significant accomplishment in the nominee’s field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of our Company; and

•the nominee’s reputation for honesty and ethical conduct in the nominee’s personal and professional activities.

Additional factors that the Committee shall take into account are set forth in its charter, and include, for example, the relevance of a candidate’s specific experiences, skills, industry background and knowledge to the business and objectives of our Company; a candidate’s contribution to the diversity of the Board (including gender, race and ethnicity); a candidate’s personal and professional integrity, character and business judgment; a candidate’s time availability in light of other commitments; any potential conflicts of interest involving a candidate; and any other factors or qualities that the Committee believes will enhance the Board’s ability to effectively oversee and direct our Company’s affairs and business, including, where applicable, the ability of Board committees to perform their duties or satisfy any independence requirements under the Nasdaq listing standards or otherwise. In identifying director candidates, the Committee also considers the composition of the Board as a whole, with the goal of achieving a balance of the above-listed criteria across the entire Board and a mix of management and independent directors, while also filling the need for particular skill sets, such as those required of the Audit Committee.

The Nominating, Compliance and Corporate Governance Committee will identify nominees by first evaluating the current members of our Board of Directors whose terms are expiring and who are willing to continue in service. In doing so, the Committee will balance the skills and experience of such current directors, as well as the value of continuity of their service, with that of obtaining new perspectives for the Board.

For new nominees, the Committee will identify potential candidates based on input from members of the Board and management and, if the Committee deems it appropriate, from one or more third-party search firms. The Committee will seek

new qualified director candidates from, among other areas, the traditional corporate/business environment, healthcare providers and other professional fields and governmental and regulatory agencies that are relevant to our Company’s business and objectives. The Committee will seek to include qualified and diverse director candidates, including women and individuals from minority groups, in the pool from which nominees are selected. In this regard, the Committee and the Board believe that a diverse Board can lead to improved company performance by encouraging new ideas, expanding the knowledge base available to the Board and management and fostering a boardroom environment and culture that promotes new perspectives, innovation and deliberation. The composition of our directors with respect to tenure and gender diversity are shown below.

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Gender.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Tenure.jpg

Once a person has been identified by the Committee as a potential candidate, the Committee will assess, based on publicly available information regarding the person, whether the candidate should be considered further. If the Committee determines that the candidate warrants further consideration and the person expresses a willingness to be considered and to serve on the Board, the Committee will request information from the candidate, review his or her accomplishments and qualifications and conduct one or more interviews with the candidate. If the candidate appears qualified, committee members may also contact references provided by the candidate or other persons with first-hand knowledge of the candidate’s experience and accomplishments. Additionally, candidates may be requested to meet with some or all of the other members of the Board of Directors. Using the input from these interviews and the other information it has obtained, the Committee will determine whether it should recommend that the Board nominate, or elect to fill a vacancy with, a final prospective candidate. The Committee’s evaluation process is the same for candidates recommended by shareholders.

The authority and responsibilities of the Nominating, Compliance and Corporate Governance Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Nominating, Compliance & Corporate Governance Committee” caption. The information on our website is not a part of this proxy statement.

During our fiscal year ended May 31, 2023, the members of the Nominating, Compliance and Corporate Governance Committee were Wesley E. Johnson, Jr., Jan Stern Reed and Michael E. Tarnoff. On July 19, 2023, Eileen O. Auen was appointed to our Nominating, Compliance and Corporate Governance Committee. Our Board has determined that each director serving on the Nominating, Compliance and Corporate Governance Committee is independent under the Nasdaq listing standards. Mr. Johnson serves as the Chair of the Committee. The Nominating, Compliance and Corporate Governance Committee met nine times during the fiscal year ended May 31, 2023. All of such meetings were attended, either in person or telephonically, by all of the members of the Nominating, Compliance and Corporate Governance Committee. The Nominating, Compliance and Corporate Governance Committee took action by unanimous written consent on one occasion during the fiscal year ended May 31, 2023.

Recommendations by Shareholders of Director Nominees

Shareholders may recommend individuals to the Nominating, Compliance and Corporate Governance Committee for consideration as potential director candidates by submitting their names and appropriate background and biographical information to the Nominating, Compliance and Corporate Governance Committee, c/o AngioDynamics, Inc., 14 Plaza Drive, Latham, New York 12110. Our shareholders also have the right to nominate director candidates without any action on the part of the Nominating, Compliance and Corporate Governance Committee or our Board of Directors by following the advance notice provisions of our by-laws as described under “Nomination of Directors.”

Meetings of the Board and Committees

Our Board of Directors held six meetings, either in person or by telephone, and took action by unanimous written consent on four occasions during our fiscal year ended May 31, 2023. Each incumbent director attended more than 75% of the meetings of the Board and of each committee of which he or she was a member that were held during the period in which he or she was a director or committee member.

Board Diversity

The following matrix summarizes the diversity of our Board pursuant to Nasdaq's Board Diversity Rule as of September 20, 2023.


Board Diversity Matrix as of September 20, 2023
Total Number of Directors: 9
Gender	Female	Male	Non-Binary	Did not Disclose Gender
Directors	4	4	0	1
Demographic Information
African American or Black	1	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
White	3	4	0	0
Two or more races or ethnicities	0	0	0	0
LGBTQ+	0	0	0	0
Did not Disclose Demographic Background	0	0	0	1

OWNERSHIP OF SECURITIES

The following table sets forth the AngioDynamics common stock beneficially owned by each of our current directors, each of our named executive officers, all of our current directors and executive officers as a group and each person known by us to beneficially own more than 5% of our common stock as of September 20, 2023. Except as otherwise noted, each individual director or named executive officer had sole voting and investment power with respect to the AngioDynamics common stock. As of September 20, 2023, there were 39,803,032 shares of our common stock outstanding. As of September 20, 2023, no director or executive officer beneficially owned more than 1% of the shares of our outstanding common stock. As of September 20, 2023, AngioDynamics’ current directors and executive officers as a group beneficially owned 5.1% of the shares of common stock outstanding.


Significant Shareholders
Name of Beneficial Owner	Number of Shares of Common Stock Owned as of September 20, 2023(a)	% of Outstanding Shares		Of Number of Shares Beneficially Owned, Number that May be Acquired Within 60 Days of September 20, 2023
5% Owners
BlackRock, Inc. 55 East 52nd Street New York, NY 10022	6,713,897 (b)	16.9	%	—
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX, 78746	2,687,481 (c)	6.8	%	—

The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355	2,781,793 (d)	7.0	%	—
Beneficial Ownership of Management
Non-Employee Directors
Eileen O. Auen	91,502	*		25,000
Lorinda A. Burgess	17,041			—
Howard W. Donnelly	128,835	*		—
Wesley E. Johnson, Jr.	99,347	*		—
Karen A. Licitra	52,219	*		—
Dennis S. Meteny	129,184	*		—
Jan Stern Reed	91,818	*		25,000
Michael C. Tarnoff	45,162	*		—
Named Executive Officers
James C. Clemmer	814,790	*		407,640
Stephen A. Trowbridge	202,363	*		103,788
David D. Helsel	120,270	*		101,601
Laura Piccinini	34,922	*		31,588
Chad T. Campbell	91,533	*		56,529
All directors and executive officers as a group (14 persons)(f)	2,021,449	5.1	%	807,682

* Represents less than one percent of the number of shares outstanding at September 20, 2023.


(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 20, 2023 and restricted stock units that will vest within 60 days of September 20, 2023 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 BlackRock, Inc. on January 26, 2023. According to the Schedule 13G, Blackrock, Inc. has sole voting power with respect to 6,635,148 shares and sole dispositive power with respect to 6,713,897 shares.


(c)			Share ownership information is based upon a Schedule 13G/A filed by Dimensional Fund Advisors LP on February 10, 2023. According to the Schedule 13G/A, Dimensional Fund Advisors serves as investment adviser to four investment companies and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). In its role as investment adviser, sub-adviser and/or manager Dimensional Fund Advisors and its subsidiaries may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuers held by the Funds. Dimensional Fund Advisors disclaims beneficial ownership of such securities. To the knowledge of Dimensional Fund Advisors, none of the Funds individually own more than 5% of the outstanding shares of Common Stock. The Funds have sole voting power with respect to 2,639,594 shares and sole dispositive power with respect to 2,687,481shares.
(d)			Share ownership information is based upon a Schedule 13G/A filed by the Vanguard Group on February 9, 2023. According to the Schedule 13G/A, the Vanguard Group has shared voting power with respect to 24,502 shares, sole dispositive power with respect to 2,726,256shares and shared dispositive power with respect to 55,537 shares.
(e)			Includes all of the persons identified as non-employee directors and named executive officers, Mr. Scott Centea, SVP and GM-Endovascular Therapies. Mr. Centea owns 102,463 shares of common stock, including 56,536 shares that may be acquired within 60 days of September 20, 2023.

Equity Compensation Plan Information

The following table sets forth information, as of May 31, 2023, with respect to compensation plans under which our equity securities are authorized for issuance.


	(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	2,101,918 (1)	$15.75	—
2020 Equity compensation plan approved by security holders	1,389,181 (2)	$24.38	2,855,542


Total	3,491,099	$17.90	2,855,542


(1)			Includes (i) 1,657,206 stock options with a weighted-average exercise price of $15.75, (ii) 212,476 restricted stock units and (iii) 232,236 performance share units.
(2)			Includes (i) 549,343 stock options with a weighted-average exercise price of $24.38, (ii) 523,544 restricted stock units and (iii) 316,294 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 COMPENSATION

Compensation Discussion and Analysis

Business and Performance Overview

During fiscal year 2023, we continued to execute on our strategic transformation, including:

•Focusing on technologies and innovations that compete in large, fast growing, high-margin markets to produce measurable patient outcomes;

•Leveraging research and development and clinical and regulatory pathway expansion; and

•Attracting and retaining top talent.

In connection with our strategic transformation, we have organized our portfolio into two key platforms: Med Tech and Med Device. Med Tech comprises our high growth technology platforms including: our peripheral arterial disease Auryon Atherectomy laser, our Mechanical Thrombectomy products, including our AngioVac and AlphaVac products and our solid tumor ablation NanoKnife irreversible electroporation products. Med Device comprises our angiographic catheters, our EVLT products, our Vascular Access business and other Oncology products.

Global macroeconomic conditions continued to impact our business in fiscal year 2023. The market continues to experience disruptions with respect to inflationary pressures, consumer demand, hospital operating procedures and workflow. The reliability of our supply chain, labor shortages, backlog and 40-year high inflation rates (including the cost and availability of raw materials, direct labor and shipping) have impacted our business. Despite these persistent challenges, we made significant progress in our transformation into a customer-focused, technology-driven, growth-oriented company. We maintained our focus on disciplined investments in talent and technologies to drive revenue growth for our company in large, fast growing, highly profitable markets and augmented our operations by adding manufacturing capacity through a supply agreement with a partner in Costa Rica. In fiscal year 2023, we initiated and executed on strategic research & development and sales & marketing investments in our growth platforms, which drove growth in fiscal year 2023 and we believe positions us well for fiscal year 2024.

Highlights include:

Financial Highlights

•Revenue increased by 7.1% to $338.8 million, driven by strong growth in Med Tech;

•Med Tech revenue grew 22.8% and Med Device revenue grew 1.9%;

•Gross profit decreased by 100 bps to 51.4%, primarily due to inflationary pressures;

•Net loss increased by $25.9 million to $52.4 million, inclusive of a goodwill impairment of $14.5 million, or $0.37 per share, in connection with the divestiture transaction completed on June 8, 2023; and

•Loss per share increased by $0.65 to a loss of $1.33, inclusive of a goodwill impairment of $14.5 million, or $0.37 per share, in connection with the divestiture transaction completed on June 8, 2023.

Other Highlights

•Pathway expansion for Auryon in arterial thrombectomy and full market release of the hyrodphilic coated catheters;

•FDA clearance of the AlphaVac F18 thrombectomy system;

•Enrollment of patients in the APEX IDE study for the use of AlphaVac F18 to treat pulmonary embolism; and

•Continued enrollment of patients in the PRESERVE study for the use of NanoKnife in the prostate (completed enrollment in July 2023).

•Subsequent to our fiscal year end we completed the divestiture of our dialysis and BioSentry tract sealant system business for $100 million.

•In connection with the divestiture we repaid all amounts owed under our then existing credit agreement.

Key Compensation Program Features and Governance Practices


Key Compensation Program Features						Key Compensation Governance Practices
•For fiscal year 2023, 66% 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
•Full-value 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 Long Term Incentive Plan						•Active engagement with investors

2022 Shareholder Advisory Vote on Executive Compensation

At our 2022 annual meeting, our shareholders approved, on an advisory basis, the compensation paid to our named executive officers, as disclosed under the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related materials disclosed in the proxy statement for the 2022 annual meeting. The shareholder vote in favor of our named executive officer compensation totaled approximately 97.5 percent of all votes cast, including abstentions. The Compensation Committee considered the results of the 2022 vote and views the outcome as evidence of strong shareholder support of our executive compensation decisions and policies. Accordingly, the Compensation Committee did not change its general approach to executive compensation in fiscal year 2023.

Compensation Philosophy and Objectives

AngioDynamics operates in an extremely competitive industry. Our compensation philosophy is designed to:

•align our executive officers’ compensation with our business objectives and the interests of our shareholders;

•enable us to attract, motivate, engage and retain successful, qualified senior executive leadership talent necessary to achieve our long-term goals; and

•reward performance, company growth and advancement of our long-term strategic initiatives.

AngioDynamics generally sets executive compensation targets for cash and equity-based compensation within a competitive range of the 50th percentile of companies in a pre-determined comparable group through a combination of fixed and variable compensation. Our compensation program supports our “pay for performance” philosophy by targeting compensation within a competitive range of the 50th percentile with the opportunity to earn higher percentile actual pay when warranted by performance. Conversely, if performance falls below objectives, the programs are structured such that actual realized pay would vary accordingly.

AngioDynamics views these ranges of compensation targets as a guideline, not a rule, in setting and adjusting our compensation programs. While the Compensation Committee attempts to base compensation decisions on the most recent market data available, it also recognizes the importance of flexibility, and may go above or below the targeted ranges for any individual or for any specific element of compensation as it sees appropriate. Individual executive compensation may be above or below the stated targets based on considerations such as individual performance, experience, history and scope of position, current market conditions and the specific needs of the business at critical points in time.

Within this overall philosophy, the Compensation Committee’s objectives are to:

•offer a total compensation package that takes into consideration the compensation practices of similarly situated companies with which we compete for exceptional senior level talent;

•provide annual cash incentive awards relative to attaining certain pre-determined financial metrics, along with completion of individual objectives;

•align financial incentives with shareholders’ interests through significant equity-based incentives to senior management; and

•reward overachievement of goals with programs designed to have upside opportunity for participants.

Summary of Components of Executive Compensation

The following charts depict the mix of components of target compensation for our CEO and our other named executive officers established by our Compensation Committee for our fiscal year ended May 31, 2023. As demonstrated by the charts, a majority of each of our executive's target compensation is performance-based and at risk. Each of the components is described in more detail below.

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-CEO Target Comp.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-CFO Target Comp.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Other NEO Target Comp.jpg

The Compensation Committee

The Compensation Committee is responsible for: (i) assisting the Board in developing and evaluating potential candidates for executive positions; (ii) reviewing and recommending to the Board the corporate goals and objectives with respect to our CEO’s compensation on an annual basis; (iii) reviewing our CEO’s performance annually in light of the Committee’s established goals and objectives and recommending to the full Board (exclusive of the CEO) the compensation payable to the CEO; (iv) reviewing and approving the evaluation process, compensation structure and payouts for our other named executive officers annually and overseeing the CEO’s decisions concerning the performance and compensation of our other named executive officers; and (v) reviewing and ensuring our incentive compensation and other stock-based plans are administered consistent with the terms of such plans and recommending changes in such plans to the Board, as needed. The authority and responsibilities of the Compensation Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Compensation Committee” caption. The information on our website is not a part of this proxy statement.

Our Board of Directors has determined that all of the directors who were members of the Compensation Committee during our fiscal year ended May 31, 2023, Ms. Auen, Ms. Licitra and Mr. Meteny, are independent under the Nasdaq listing standards. Although the Compensation Committee comprises solely independent directors, it does consider the recommendations, if any, provided by our CEO in determining the appropriate levels of compensation for our named executive officers, other than the CEO.

Independent Compensation Consultant

The Committee has the authority, in its sole discretion, to retain compensation consultants. In establishing executive compensation for fiscal year 2023, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant based on its expertise and past service to the Committee. Meridian provided research, data analyses, benchmarking information and design expertise in developing compensation programs for executives and incentive programs for eligible employees. Meridian kept the Compensation Committee apprised of regulatory developments and market trends related to executive compensation practices. Meridian does not determine or recommend the exact amount or form of executive compensation for any of our executive officers or directors. Representatives of Meridian attended meetings of the Compensation Committee, as requested. The Committee assessed the independence of Meridian and concluded that no conflict of interest exists with respect to its services to the Compensation Committee. Among other things in fiscal year 2023, Meridian:

•analyzed our historical and current compensation practices and philosophies, and assisted in determining comparable positions and job descriptions;

•performed a proxy review using peer group data and other industry specific surveys to analyze base salary, total cash compensation, and long-term incentives paid to executives and summarized its findings in the form of a competitive pay analysis to inform fiscal year 2023 target compensation; and

•presented recommendations for comprehensive executive plan strategy and pay structure for fiscal year 2023, including base salary levels, design of the annual bonus program, design of long-term incentive programs and amount and allocation of short-term and long-term incentive compensation components.

Compensation Peer Group

For fiscal year 2023 compensation decisions, Meridian reassessed the list of peer companies to be used in compensation benchmarking analysis, focusing on publicly-traded medical device companies with revenues of approximately 1/3x to 3x our current revenue at the time of selection. The result of the analysis was the following peer group of 18 companies with our revenue positioned at approximately the median of the group at the time of selection.


Accuray Incorporated	Avanos Medical, Inc.	Globus Medical Inc.	Penumbra, Inc.
Alphatec Holdings, Inc.	Cardiovascular Systems, Inc	Lantheus Holdings, Inc.	STAAR Surgical Company
Artivian, Inc.	CONMED Corporation	LeMaitre Vascular, Inc.	Surgalign Holdings
AtriCure, Inc.	CryoLife, Inc.	Nevro Corp.	Surmodics, Inc.
Atrion Corporation	Glaukos Corporation	Orthofix Medical Inc.

In addition, as described below Meridian also assisted the Company in comprising the peer group for performance share awards granted in fiscal year 2023.

Named Executive Officers

AngioDynamics’ named executive officers (or "NEOs") for fiscal year 2023 are as follows:


Executive Officer			Title
James C. Clemmer			President and Chief Executive Officer
Stephen A. Trowbridge			Executive Vice President and Chief Financial Officer
David D. Helsel			Senior Vice President, Global Operations and Research and Development
Chad T. Campbell			Senior Vice President and General Manager, Vascular Access and Oncology
Laura Piccinini			Senior Vice President and General Manager, International

This Compensation Discussion and Analysis and the tables that follow describe compensation decisions regarding our NEOs.

Components of Executive Compensation for Fiscal Year 2023

The three components of the compensation program for named executive officers are base salary, annual cash incentive compensation and long-term equity-based incentive awards in the form of performance share awards, stock options and restricted stock unit awards. The Compensation Committee administers these components with the goal of providing total compensation that is competitive in the marketplace, while recognizing meaningful differences in individual performance and

offering the opportunity to earn superior rewards when merited by individual performance. The Compensation Committee’s policy is to establish ranges for base salary, annual cash incentive compensation and equity-based incentives for named executive officer positions, including that of the CEO, along with the full Board, with consideration to the amounts paid by similarly-situated companies, which include publicly traded companies of similar structure, revenue, and profitability in the medical device and life sciences industries.

Base Salaries

The base salary for each named executive officer is determined at levels considered appropriate for comparable positions at similarly situated companies, while generally targeting the 50th percentile for total cash compensation of executives at such similarly situated companies. Adjustments to each individual’s base salary are made based on annual performance reviews with consideration given to the executive’s performance as well as his/her salary compared with the range of those listed in the aforementioned survey and our executives generally. Among the criteria used in the annual performance reviews are the work and supervisory performance of the executive, demonstrated management and leadership skills, performance to specific established personal goals, and the strengths and weaknesses that the executive demonstrates on the job.

Base salary increases for the named executive officers occurred in fiscal year 2023, that were effective September 1, 2023 as summarized in the below table:


Name	Fiscal 2022 Base Salary	Fiscal 2023 Base Salary	Percentage Increase
James C. Clemmer	$740,000	$760,000	2.7%
Stephen A. Trowbridge	$412,000	$428,480	4.0%
David D. Helsel	$362,560	$373,437	3.0%
Chad T. Campbell	$326,561	$342,889	5.0%
Laura Piccinini (1)	$355,679	$336,009	(5.5)%


(1)			Ms. Piccinini is paid in Euros, which was converted to U.S. Dollars using a period average exchange rate for fiscal years 2023 and 2022 of 1.05 Euro per Dollar and 1.14 Euro per Dollar, respectively. As a result of the exchange rate fluctuations, Ms. Piccinni's base salary appears to have been reduced. Based upon the spot rate on the date that Ms. Piccinni's base salary was set for fiscal year 2023, she received a 3% base salary increase.

Annual Cash Incentives

The Compensation Committee believes that a meaningful portion of the annual compensation of each named executive officer should be in the form of annual cash incentive compensation.

For our fiscal year ended May 31, 2023, annual cash incentive targets were based upon a mix of pre-determined financial metrics and the achievement of pre-determined corporate objectives with compensation up to a maximum of 200% of the target incentive payment amounts if we overachieve our targets. The table below sets forth the targets set by the Compensation Committee, the rationale for the particular goal and achievement against targets:

Goal

Rationale

Target

Target Bonus Percent

Achievement
($)

Achievement
(% of target)

Bonus Payout
(%)

Financial Metrics:

}

Net Sales

Directly linked to creating long-term value for shareholders

$350.0 million

60%

$338.8 million

96.8%

12.0%

25%

Adjusted EBITDA*

$23.9 million

20%

$22.6 million

94.6%

7.0%

Corporate Objectives:

Commercial launch of AlphaVac F18

Directly linked to strategic plan and creating long-term value for shareholders

Qualitative

20%

Achieved target expectations

30.0%

6.0%

Site initiations under IDE approval for APEX

Site initiations for PRESERVE

Transfer of products to Costa Rica third-party manufacturing

The achievement on the financial metrics as a percent of target is based upon pre-determined quantitative levels of achievements. Adjusted EBITDA, excludes the amortization of intangibles, change in fair value of contingent consideration, acquisition, restructuring and other items and the tax effect of these items. For our corporate objectives, the Committee takes both a goal specific and a comprehensive evaluation approach to determine total achievement. Assessing the overall specifics with respect to each goal, as well as the impact of these activities on the Company's strategic transformation and the fiscal year operating resulting, including revenue growth, gross margin and adjusted earnings per share, the Committee awarded attainment of 30% of our corporate objective metrics.

In fiscal year 2023, the target incentive payment amounts and the actual payout amounts, each as a percentage of base salary, for the named executive officers were as follows:


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%	25%	25%	$190,000
Stephen A. Trowbridge	65%	25%	16%	$69,628
David D. Helsel	50%	25%	12%	$46,680
Chad T. Campbell	60%	25%	15%	$51,433
Laura Piccinini	60%	25%	15%	$50,401

Long-Term, Equity-Based Incentive Awards

In 2004, we adopted the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan, as amended, (the "2004 Plan"). In 2020, we adopted the AngioDynamics, Inc. 2020 Equity Incentive Plan, (the "2020 Plan"), as the successor to the 2004 Plan. As such, there will be no further grants under the 2004 Plan. The 2020 Plan provides for the grant of incentive awards, including performance share awards, performance unit awards, restricted stock awards and restricted stock unit awards, as well as incentive and non-qualified stock options and stock appreciation rights. The Compensation Committee believes that including equity grants as a significant component of executive compensation aligns our executives’ interest with those of our shareholders. The Compensation Committee has made grants of stock options, restricted stock unit awards and performance share awards and, in the future, expects to offer additional awards under equity plans approved by the shareholders in order to provide named executive officers with an opportunity to share, along with shareholders, in our long-term performance and to reward these individuals for their contribution to our performance.

The target value of stock options, restricted stock units or performance share awards granted to each named executive officer is based upon several factors, including: (i) position with AngioDynamics; (ii) base salary; (iii) performance; and (iv) the grants made, on average, by similarly situated companies to executives with similar responsibilities. For our fiscal year ended May 31, 2023, the Compensation Committee set targets of total long-term incentive awards as follows:


Name	Target Long-term Incentive Awards %		Composition
James C. Clemmer	375% of base salary	}	50% performance share awards 25% restricted stock units 25% options
Stephen A. Trowbridge	160% of base salary
David D. Helsel	85% of base salary
Chad T. Campbell	100% of base salary
Laura Piccinini	100% of base salary

For long term inventive awards made in fiscal year 2023, the Committee determined to grant each of the named executive officers 100% of target.

The Compensation Committee and the Board of Directors believe that this annual long-term incentive program provides a strong pay for performance orientation while effectively incentivizing management decision making and providing appropriate retention incentives. Performance share award payouts are directly tied to AngioDynamics’ performance and total shareholder return relative to a peer group of companies with similar risk profiles to AngioDynamics. Stock options effectively incentivize management to maximize company performance, as the value of options is directly tied to appreciation in the value of our common stock. Stock options also provide an effective retention mechanism because awards, including fiscal year 2023 awards, typically vest over four years. The exercise price of options granted under our plan must be at least 100% of the fair market value of the underlying stock on the date of grant. Restricted stock units are intended to retain key management through vesting periods, with the opportunity for capital accumulation and more predictable long-term incentive value than stock options. Restricted stock unit awards, including fiscal year 2023 awards, typically vest equally over a four-year period and are settled in shares of AngioDynamics' common stock if the employee remains active with the Company through the vesting date.

Performance share awards are generally made each year with awards having a three-year term with payouts to be made in shares of AngioDynamics’ common stock at the end of the term depending on performance against pre-determined goals. For the fiscal year 2023 awards (granted on July 20, 2022), 100 percent of the performance shares will be measured based on our cumulative revenue over the three-year performance period. At the beginning of the performance period, the threshold, target and maximum revenue goals were set by the Compensation Committee for the entire three-year performance period. For fiscal year 2023, the Committee based the award 100% on revenue because of the Company's three-year strategic plan focused on revenue growth and investment focused on our Med Tech platforms, while continuing with short-term incentive metrics to link performance to an Adjusted EBITDA metric. The revenue goal established by the Committee is designed to be difficult but achievable if the executives deliver strong performance.

At the end of the performance period, the total number of shares eligible to vest is subject to a relative total shareholder return (“TSR”) modifier to more closely align management and shareholder interests. The TSR modifier can adjust the aggregate number of shares eligible to vest at the end of the three-year period up or down by a maximum of 20% at the 75th and 25th percentile of performance relative to a peer group of companies with similar risk profiles to AngioDynamics, respectively. The modifier will be calculated on a straight-line basis for relative TSR performance between the 75th and 25th percentiles. Therefore, with the TSR modifier applied, 0% to 240% of the total target number of shares subject to the fiscal year 2023 performance share unit awards will be eligible to vest at the end of the three-year performance period.

The peer group for performance share awards granted in fiscal year 2023 is set forth in the table below.


Abbott Laboratories	Glaukos Corporation	Medtronic plc
Abiomed Inc.	Globus Medical, Inc.	Nevro Corp.
Accuray Inc.	Heska Corporation	NovoCure Limited
Alphatec Holdings, Inc.	Hologic, Inc.	NuVasive, Inc.
ArtiCure, Inc.	IDEXX Laboratories, Inc.	Omnicell, Inc.
Artivion, Inc.	Inari Medical, Inc.	Orthofix Medical Inc.
Baxter International Inc.	InMode Ltd	Penumbra, Inc.
Becton, Dickinson & Company	Inogen, Inc.	QuidelOrtho Corporation
Boston Scientific Corporation	Inspire Medical Systems, Inc.	ResMed Inc.
Cardiovascular Systems, Inc.	Insulet Corporation	ShockWave Medical, Inc.
CONMED Corporation	Integer Holdings Corporation	Steris Corporation
Cryoport, Inc.	Integra Lifesciences Holdings Corporation	Stryker Corporation
Cue Health Inc.	Intuitive Surgical, Inc.	Tactile Systems Technology, Inc.
Cutera, Inc.	Invacare Corporation	Tandem Diabetes Care, Inc.
Dexcom, Inc.	iRhythm Technologies, Inc.	Teleflex Incorporated
Edwards Lifesciences Corp	LivaNova PLC	Varex Imaging Corporation
Enovis Corporation	LumiraDx Limited	Zimmer Biomet Holdings, Inc.
Envista Holdings Corporation	Masimo Corporation	ZimVie Inc.

Except as described below under "Potential Payments Upon Termination or Change in Control," in the event of the named executive officer’s termination of employment, all of his or her unvested options, restricted stock units and performance share awards are generally forfeited in accordance with the provisions of the 2004 Plan, the 2020 Plan and the applicable grant agreement.

For our fiscal year ended May 31, 2023, based upon the Black-Scholes valuation for our options as of July 20, 2022, the Compensation Committee granted the following options to our named executive officers, which vest ratably over four years:


Executive Officer			Number of Options
James C. Clemmer			77,530
Stephen A. Trowbridge			18,650
David D. Helsel			8,646
Chad T. Campbell			10,312
Laura Piccinini			9,341

For our fiscal year ended May 31, 2023, based upon the closing price for our common stock as of July 20, 2022, the Compensation Committee granted the following restricted stock units for our named executive officers, which vest ratably over four years:


Executive Officer			Number of Restricted Stock Units
James C. Clemmer			33,094
Stephen A. Trowbridge			7,961
David D. Helsel			3,691
Chad T. Campbell			4,402
Laura Piccinini			3,987

For our fiscal year ended May 31, 2023, the Compensation Committee granted the following performance share awards for our named executive officers with a target number of performance shares as follows:


Executive Officer			Target Number of Performance Shares
James C. Clemmer			66,187
Stephen A. Trowbridge			15,922
David D. Helsel			7,381
Chad T. Campbell			8,803
Laura Piccinini			7,974

Equity grants made to our named executive officers in fiscal year 2023 are set forth below in the table titled “Grants of Plan-Based Awards for Fiscal Year 2023.”

Vesting of Fiscal 2021 Performance Share Awards

Goals: The Fiscal 2021 Performance Share Awards had a three year performance period from June 1, 2020 through May 31, 2023. These grants were structured with performance targets linked to:

(i) 50% revenue and revenue growth-based targets with a pre-determined revenue target set for year 1, a 7% growth target for year 2 over the actual revenue achieved in year 1 and a 9% growth target for year 3 over the actual revenue achieved in year 2; and

(ii) 50% Adjusted EPS targets pre-determined for each year. Performance against these financial targets is then modified by relative TSR achievement over the performance period against a pre-determined comparator group.

The Compensation Committee believes that the respective revenue and Adjusted EPS goals when established were difficult to achieve and that their achievement would reflect executive performance that would benefit the Company and its shareholders over the long term.

Achievement:

In year 1, the Company achieved revenue of $291.0 million and Adjusted EPS of $0.05, which resulted in 148% achievement of the year 1 revenue portion and 100% achievement of the year 1 adjusted EPS portion;

in year 2, the Company achieved revenue growth of 8.7% and Adjusted EPS of $0.00, which resulted in 147% achievement of the year 2 revenue portion and 0% of the year 2 Adjusted EPS portion; and

in year 3 the Company achieved revenue growth of 7.1% and Adjusted EPS of $(0.06), resulting in 53% achievement of the year 3 revenue portion and 0% achievement of the year 3 Adjusted EPS portion.

As a result, the overall weighted payout percentage of target for the full three year grant was 76%. The Company achieved a relative TSR ranking versus the applicable peer group of the 33rd percentile which resulted in a 0.838x modifier. As a result, 64% of Mr. Clemmer's, Mr. Trowbridge's, Mr. Helsel's and Mr. Campbell’s fiscal 2021 grant of performance share awards were earned.


Executive Officer	Threshold (#) (1)	Target (#) (1)	Maximum (#) (1)	Actual (#)
James C. Clemmer	—	108,871	217,742	69,676
Stephen A. Trowbridge	—	30,241	60,482	19,354
David D. Helsel	—	15,081	30,162	9,650
Chad T. Campbell	—	13,453	26,906	8,610
Laura Piccinini	—	—	—	—

(1) Excluding TSR modifier.

Other Compensation Considerations

CEO Employment Agreement

On April 1, 2016, AngioDynamics entered into an employment agreement with James C. Clemmer, appointing Mr. Clemmer as President and Chief Executive Officer of the Company, effective April 4, 2016. Pursuant to that employment

agreement, Mr. Clemmer, serves as the Company’s President and CEO for successive one-year terms unless either party notifies the other in writing not later than March 1 immediately prior to the anniversary of the employment agreement effective date. Mr. Clemmer’s employment agreement provides him with an annual base salary ($760,000 in fiscal year 2023) and eligibility for an annual bonus with a target level of 100% of his base salary, payable based upon our achievement of pre-determined financial metrics as discussed in further detail above. In addition, pursuant to the agreement, Mr. Clemmer is eligible to receive (i) an executive car allowance of $1,500 per month (less applicable taxes) and (ii) reimbursement for reasonable business expenses incurred during the period of employment subject to the Company’s expense reimbursement policies. Mr. Clemmer is eligible to participate in the benefit and perquisite plans and programs generally available to senior executives of the Company, including health insurance, life and disability insurance, the Employee Stock Purchase Plan, 401(k) plan and flexible spending plan. The employment agreement also provides Mr. Clemmer with severance benefits in certain circumstances, as more fully described below.

Stock Ownership Guidelines

To further align the interests of management and shareholders, we maintain stock ownership guidelines for our senior executive officers, including our named executive officers. Our CEO is required to hold a number of shares with a value equal to three times his or her base salary, while our EVP and CFO and each of our SVPs are required to hold a number of shares with a value equal to one times his or her base salary. A senior executive who holds a number of shares less than the applicable ownership level must hold 100% of all Net Shares (as defined below) granted by the Company until the ownership level is met. "Net Shares" are all shares received pursuant to all Company equity awards excluding shares sold to cover (i) the exercise price of options and/or (ii) taxes. The Compensation Committee is mindful that each individual’s personal circumstances will affect progress toward the targeted levels of stock ownership. Senior executives who are unable to achieve or maintain the targeted level of ownership may consult with the Compensation Committee with respect to a hardship exemption. Each of our named executive officers is currently in compliance with the applicable holding requirements.

Hedging and Pledging Policy

Clawback Policy

If any award (including an annual cash incentive award as well as a long-term equity-based incentive award) was granted to an AngioDynamics’ executive and the Compensation Committee (or the Board of Directors) later determines that the financial results of the Company used to determine the amount of that award, or any payment under that award, whether to the executive or to the executive’s beneficiary, are materially restated and that such executive engaged in fraud or intentional misconduct with respect to the inputs to, or determination of, such financial results, the Company will seek repayment or recovery of the award, as the Board of Directors in its sole discretion determines is reasonable and appropriate, notwithstanding any contrary provision of any incentive plan. In addition, the Compensation Committee or the Board of Directors may provide that any executive and/or any award, including any shares subject to or issued under an award, is subject to any other recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time.

Perquisites

All executives of AngioDynamics are entitled to an automobile allowance of $1,200 per month ($1,500 in the case of our CEO) and we will cover the employee's expenses for mileage or gas for company related business.

Deferred Compensation Program

We do not sponsor or maintain any non-qualified deferred compensation programs for the benefit of any of our named executive officers.

Severance and Change in Control Arrangements

As described more fully below under the heading entitled “Potential Payments Upon Termination or Change in Control,” we maintain various arrangements with our named executive officers under which they may be eligible for severance payments and benefits, including change in control benefits. Given our relative size in our industry and the continued trend toward consolidation in our industry, we believe that we need strong, market competitive change in control benefits to attract and retain key executives. We believe this to be particularly important during and beyond an acquisition to ensure the ongoing success of our business and to maximize value for our shareholders. Each of our change in control agreements contains a “double trigger”

whereby there must be both a change in control and a qualifying termination of employment before payment of such benefits thereunder to the executive. We believe that these agreements encourage retention by providing an incentive for the executive to remain with us until the completion of a pending change in control and by providing security to the executive, either in the form of continued employment or severance benefits, following a change in control.

Internal Revenue Code Section 162(m) Considerations

Section 162(m) of the Internal Revenue Code generally prohibits a publicly held corporation from claiming a federal income deduction for compensation in excess of $1.0 million paid for a given fiscal year to certain current and former executive officers, including the CEO and CFO and to the other three most highly compensated officers as of the end of a fiscal year. Effective for taxable years beginning after December 31, 2017, Section 162(m)’s exemption from this deduction limit for “qualifying performance-based” compensation (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by shareholders) has been repealed, such that compensation paid to our named executive officers in excess of $1.0 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

The Compensation Committee maintains maximum flexibility in the design of our compensation programs and continues to reserve the discretion to exceed the limitation on deductibility under Section 162(m) to ensure that our named executive officers are compensated in a manner that it believes to be consistent with the Company’s best interests and those of its shareholders.

Compensation Policies and Practices Relating to Risk Management

Each year, the Compensation Committee reviews our compensation programs applicable to all employees and reviews and approves the compensation program applicable to executives, including the named executive officers. Based on the Compensation Committee’s review of the terms and elements of these programs, as well as our practices and policies, the Compensation Committee determined that the Company’s compensation policies and practices are appropriately designed to provide incentives for our employees without creating an inappropriate risk of excessive risk taking. Among other factors, the Compensation Committee’s compensation philosophy generally discourages excessive risk taking by, among other things:

•targeting base salary at or near the 50th percentile of comparable companies, providing meaningful compensation at a competitive and market-appropriate level;

•designing total compensation programs to include a meaningful amount of long-term incentive compensation;

•balancing the composition of the Company’s long-term incentive program to include time based restricted stock units and stock options to go along with performance shares;

•capping the total payout of short-term cash incentive opportunities;

•adopting a code of ethics and business conduct applicable to all employees and directors; and

•maintaining incentive plans that, in aggregate, assess performance multi-dimensionally, including top line, bottom line, TSR and qualitative measures.

In addition, the Company’s 2004 Plan, as amended, and the 2020 Plan each includes clawback provisions that provide that any award (including annual cash incentive awards as well as long-term equity-based incentive awards) granted to an executive are subject to repayment if the Compensation Committee or the Board of Directors later determines that the financial results of the Company upon which such awards were based are materially restated and such executive engaged in fraud or intentional misconduct in connection with such financial results. See Clawback Policy set forth in this Compensation Discussion and Analysis.

Based on the Compensation Committee’s review, the Company has concluded that the risks arising from its compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.

Compensation Committee Report on Executive Compensation

The Compensation Committee of the Board of Directors evaluates and makes recommendations to the Board of Directors regarding the compensation of the CEO and approves the compensation of our other named executive officers. The Compensation Committee also administers all executive compensation programs, incentive compensation plans and equity-based plans and all other compensation and benefit programs currently in place. We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for filing with the SEC.

Eileen O. Auen (Chairman)

Karen A. Licitra

Dennis S. Meteny

Summary Compensation Table for Fiscal Year 2023

The following table sets forth information concerning the compensation for services, in all capacities for our fiscal year ended May 31, 2023 of our named executive officers.


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	2023	756,154	—	2,281,808	718,967	190,000	—	36,762	3,983,691
President, CEO	2022	736,154	—	3,156,377	991,335	740,000	—	35,862	5,659,728
	2021	720,000	—	1,598,221	539,230	1,152,000	—	36,462	4,045,913
Stephen A. Trowbridge	2023	425,311	—	548,911	172,949	69,628	—	33,080	1,249,879
EVP, CFO	2022	409,692	—	624,894	196,264	267,800	—	32,077	1,530,727
	2021	400,000	—	443,943	149,785	384,000	—	28,985	1,406,713



David D. Helsel	2023	371,345	—	254,471	80,178	46,680	—	32,951	785,625
SVP, Global Operations and R&D	2022	360,529	—	342,292	107,512	181,280	—	32,044	1,023,657
	2021	352,000	—	221,384	74,694	281,600	—	30,688	960,366
Chad T. Campbell (5)	2023	339,749	—	274,904	86,623	51,433	—	25,327	778,036
SVP & GM, Vascular Access and Oncology	2022	324,146	—	370,157	116,259	195,937	—	24,110	1,030,609
	2021	314,001	2,900	197,485	66,631	251,201	—	21,646	853,864
Laura Piccinini (6)	2023	334,378	—	303,494	95,627	50,401	—	59,536	843,436
SVP & GM, International	2022	355,679	—	483,872	510,582	177,839	—	101,004	1,628,976


(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 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023. 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	7/20/2022	$	1,569,294	$	3,138,588
	7/21/2021	$	2,165,121	$	4,330,242
	8/7/2020	$	1,058,226	$	2,116,452
Stephen A. Trowbridge	7/20/2022	$	377,511	$	755,022
	7/21/2021	$	428,656	$	857,312
	8/7/2020	$	293,943	$	587,886
David D. Helsel	7/20/2022	$	175,004	$	350,008
	7/21/2021	$	234,796	$	469,592
	8/7/2020	$	146,587	$	293,174
Chad T. Campbell	7/20/2022	$	189,064	$	378,128
	7/21/2021	$	253,919	$	507,838
	8/7/2020	$	130,763	$	261,526
Laura Piccinini	7/20/2022	$	208,719	$	417,438
	7/21/2021	$	170,774	$	341,548

(a) Excludes TSR modifier. For maximum grant date value with the TSR modifier see Grants of Plan-Based Awards for Fiscal Year 2023.


(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 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023.
(3)			For each of the Named Executive Officers, the amounts reported in Non-Equity Incentive Plan Compensation include the payments under our fiscal year 2023 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:


Name	Fiscal Year	401(k) Match ($)	Car Allowance ($)	Housing Allowance ($)	Total All Other Compensation ($)
James C. Clemmer	2023	18,762	18,000	—	36,762
	2022	17,862	18,000	—	35,862
	2021	18,462	18,000	—	36,462
Stephen A. Trowbridge	2023	18,680	14,400	—	33,080
	2022	17,677	14,400	—	32,077
	2021	14,585	14,400	—	28,985
David D. Helsel	2023	18,551	14,400	—	32,951
	2022	17,644	14,400	—	32,044
	2021	16,288	14,400	—	30,688
Chad T. Campbell	2023	10,927	14,400	—	25,327
	2022	9,710	14,400	—	24,110
	2021	7,246	14,400	—	21,646
Laura Piccinini	2023	19,614	8,555	31,368	59,537
	2022	18,982	13,622	68,400	101,004


(5)			Mr. Campbell received a one-time market adjustment bonus award of $2,900 in fiscal 2021.
(6)			Ms. Piccinini commenced employment with the Company on June 1, 2021 and is paid in Euros, which was converted to U.S. Dollars using a period average exchange rate for fiscal years 2023 and 2022 of 1.05 Euro per Dollar and 1.14 Euro per Dollar, respectively.

Grants of Plan-Based Awards for Fiscal Year 2023

The following table provides information with respect to options to purchase shares of Common Stock, restricted stock units and performance awards granted to the named executive officers in fiscal year 2023.


Name	Grant Date(2)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)(4)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Market Value of Stock and Option Awards ($)(5)
		Threshold ($)(3)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
James C. Clemmer	—	30,400	760,000	1,520,000	—	—	—	—	—	—	—
	7/20/2022	—	—	—	10,590	66,187	158,849	—	—	—	1,569,294
	7/20/2022	—	—	—	—	—	—	33,094	—	—	712,514
	7/20/2022	—	—	—	—	—	—	—	77,530	21.53	718,967
Stephen A. Trowbridge	—	11,140	278,512	557,024	—	—	—	—	—	—	—
	7/20/2022	—	—	—	2,548	15,922	38,213	—	—	—	377,511
	7/20/2022	—	—	—	—	—	—	7,961	—	—	171,400
	7/20/2022	—	—	—	—	—	—	—	18,650	21.53	172,949
David D. Helsel	—	7,469	186,719	373,438	—	—	—	—	—	—	—
	7/20/2022	—	—	—	1,181	7,381	17,714	—	—	—	175,004
	7/20/2022	—	—	—	—	—	—	3,691	—	—	79,467
	7/20/2022	—	—	—	—	—	—	—	8,646	21.53	80,178
Chad T. Campbell	—	8,229	205,733	411,466	—	—	—	—	—	—	—
	7/20/2022	—	—	—	1,276	7,974	19,138	—	—	—	189,064
	7/20/2022	—	—	—	—	—	—	3,987	—	—	85,840
	7/20/2022	—	—	—	—	—	—	—	9,341	21.53	86,623
Laura Piccinini	—	8,064	201,606	403,212	—	—	—	—	—	—	—
	7/20/2022	—	—	—	1,408	8,803	21,127	—	—	—	208,719
	7/20/2022	—	—	—	—	—	—	4,402	—	—	94,775
	7/20/2022	—	—	—	—	—	—	—	10,312	21.53	95,627


(1)			The amounts shown under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” represent the threshold, target, and maximum amounts payable under our fiscal year 2023 annual cash incentive program, as described above under “Annual Cash Incentives.”
(2)			Grant Date pertains to the grant date of fiscal year 2023 stock option, restricted stock unit, and performance share awards. For a description of the vesting terms applicable to fiscal year 2023 equity awards, please refer to the above discussion under “Long-Term, Equity-Based Incentive Awards.”
(3)			Threshold represents the minimum amount earned if one of the financial metrics under the plan on which 20% of the bonus is based were achieved at the minimum level needed for any payment.
(4)			These options have a ten-year term.
(5)			Represents grant-date fair value based on FASB ASC 718 for fiscal year 2023 equity grants. The assumptions used in the valuation of stock-based awards are discussed in Note 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023.

Outstanding Equity Awards at Fiscal 2023 Year-End

The following table summarizes the number of securities underlying outstanding equity awards for the named executive officers on May 31, 2023.


	Option Awards (1)					Stock Awards (2)
		Number of Securities Underlying Unexercised Options (#)					Shares or Units of Stock That Have Not Vested			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
Name	Option Grant Date	Exercisable	Unexercisable	Option Exercise Price ($)	Option Expiration Date	Grant Date	Number (#)(3)	Market Value ($)	Grant Date	Number (#)(4)	Market or Payout Value ($)
James C. Clemmer	7/27/16	74,642	—	16.59	7/27/23	7/17/19	6,276	59,371	8/7/20	108,871	1,029,920
	7/26/17	77,627	—	16.55	7/26/27	7/14/20	27,218	257,482	7/21/21	74,840	707,986
	7/18/18	55,651	—	20.93	7/18/28	7/21/21	28,065	265,495	7/20/22	66,187	626,129
	7/17/19	62,976	20,991	21.54	7/17/29	7/20/22	33,094	313,069	—	—	—
	7/14/20	80,119	80,118	9.92	7/14/30	—	—	—	—	—	—
	7/21/21	25,417	76,250	26.49	7/21/31	—	—	—	—	—	—
	7/20/22	—	77,530	21.53	7/20/32	—	—	—	—	—	—
Stephen A. Trowbridge	7/27/16	12,142	—	16.59	7/27/23	7/17/19	1,045	9,886	8/7/20	30,241	286,080
	7/26/17	13,018	—	16.55	7/26/27	2/3/20	1,344	12,714	7/21/21	14,817	140,169
	7/18/18	9,324	—	20.93	7/18/28	7/14/20	7,561	71,527	7/20/22	15,922	150,622
	7/18/18	5,708	—	20.93	7/18/28	7/21/21	5,556	52,560	—	—	—
	7/17/19	10,482	3,493	21.54	7/17/29	7/20/22	7,961	75,311	—	—	—
	2/3/20	13,653	4,551	13.74	2/3/30	—	—	—	—	—	—
	7/14/20	22,256	22,254	9.92	7/14/30	—	—	—	—	—	—
	7/21/21	5,032	15,096	26.49	7/21/31	—	—	—	—	—	—
	7/20/22	—	18,650	21.53	7/20/32	—	—	—	—	—	—
David D. Helsel	12/18/17	50,000	—	17.20	12/18/27	7/17/19	869	8,221	8/7/20	15,081	142,666
	7/18/18	9,004	—	20.93	7/18/28	7/14/20	3,770	35,664	7/21/21	8,116	76,777
	7/18/18	6,659	—	20.93	7/18/28	7/21/21	3,044	28,796	7/20/22	7,381	69,824
	7/17/19	8,712	2,903	21.54	7/17/29	7/20/22	3,691	34,917	—	—	—
	7/14/20	11,098	11,098	9.92	7/14/30	—	—	—	—	—	—
	7/21/21	2,757	8,269	26.49	7/21/31	—	—	—	—	—	—
	7/20/22	—	8,646	21.53	7/20/32	—	—	—	—	—	—
Chad T. Campbell	7/27/16	75,000	—	16.59	7/27/23	7/17/19	775	7,332	8/7/20	13,453	127,265
	7/26/17	11,744	—	16.55	7/26/27	7/14/20	3,364	31,823	7/21/21	8,777	83,030
	7/18/18	8,422	—	20.93	7/18/28	7/21/21	3,291	31,133	7/20/22	7,974	75,434
	7/18/18	2,854	—	20.93	7/18/28	7/20/22	3,987	37,717
	7/17/19	7,771	2,590	21.54	7/17/29	—	—	—	—	—	—
	7/14/20	9,900	9,900	9.92	7/14/30	—	—	—	—	—	—
	7/21/21	2,981	8,942	26.49	7/21/31	—	—	—	—	—	—
	7/20/22	—	9,341	21.53	7/20/32	—	—	—	—	—
Laura Piccinini	6/1/21	12,500	37,500	23.49	6/1/31	6/1/21	7,500	70,950	7/21/21	5,903	55,842
	7/21/21	2,005	6,014	26.49	7/21/31	7/21/21	2,214	20,944	7/20/22	8,803	83,276
	7/20/22	—	10,312	21.53	7/20/32	7/20/22	4,402	41,643


(1)			Stock options vest 25% on each of the first four anniversaries following the grant date.
(2)			The value of restricted stock units and performance share awards is determined using the closing price of our common stock on May 31, 2023 (the last trading day in fiscal year 2023) of $9.46.
(3)			Restricted stock units vest 25% on each of the first four anniversaries following the grant date.
(4)			The 2021, 2022 and 2023 performance share awards vest at the end of the third fiscal year following each respective grant, subject to (a) achievement of performance metrics, (b) continuous employment through the performance period, and (c) certification by the Compensation Committee (or the Board in the case of the CEO), which in the case of the 2021 performance share awards occurred in July 2023. The performance share awards in this table reflect the target number of shares that were granted.

Option Exercises and Stock Vested for Fiscal Year 2023

The following table summarizes the stock option exercises and shares vested by the named executive officers during our fiscal year ended May 31, 2023.


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
James C. Clemmer	—	—	58,731	1,226,039
Stephen A. Trowbridge	14,758	79,250	13,389	269,580
David D. Helsel	—	—	8,477	176,563
Chad T. Campbell	—	—	7,542	157,342
Laura Piccinini	—	—	3,238	65,485

Potential Payments upon Termination or Change in Control

The Company maintains the following arrangements under which it provides compensation or benefits to our named executive officers by reason of a termination of employment or change in control.

CEO Employment Agreement

Under our employment agreement with Mr. Clemmer, if (A) his employment is terminated by the Company other than (1) in connection with a change in control of the Company (as defined in his change in control agreement described below) or (2) as a result of Mr. Clemmer’s (a) death, (b) disability, or (c) “Cause” (as defined in the employment agreement), or (B) if Mr. Clemmer’s employment is terminated by Mr. Clemmer for “Good Reason” (as defined in the employment agreement), then, subject to Mr. Clemmer’s execution of an effective release of claims in favor of the Company and continued compliance with certain restrictive covenants, including certain noncompete obligations, the Company will pay Mr. Clemmer his base salary for a 12-month severance period plus a prorated annual bonus for the fiscal year in which the termination occurs, with the amount of such prorated bonus to be determined by reference to the average of all annual bonuses (including any deferred bonuses) awarded to Mr. Clemmer during the 36 months immediately preceding the termination. The Company also would pay Mr. Clemmer’s COBRA/insurance premium for 12 months (or, if earlier, until Mr. Clemmer secures new full-time employment), and he would be entitled to continued vesting of his then outstanding equity awards for the 12-month period following his termination.

Executive Severance Policy

Our named executive officers may be eligible for severance payments and benefits under our AngioDynamics Senior Executive Severance Pay Guidelines.

A senior executive may be eligible to receive severance benefits in the following situations:

•The elimination of the executive’s job or position;

•The relocation of the executive’s job or position to a location in excess of 60 miles from the current location of employment; or

•Divestment of the executive’s business or business unit, unless the acquiring/successor entity offers continuing employment that does not involve a major relocation, as described above.

A senior executive would generally not be eligible for severance benefits in the following situations:

•Terminations for performance reasons, including, violating work rules;

•Voluntary resignations;

•In the event of an asset or stock sale, where the executive continues employment with a successor in interest to AngioDynamics or any of either its or AngioDynamics’ subsidiaries, affiliates or joint ventures; or

•A transfer or reassignment of the executive to another location, division, subsidiary, affiliate or joint venture that does not result in a major relocation as described above.

EVPs and SVPs who report directly to the CEO are entitled to an aggregate severance benefit equal to 12 months of base salary and continuation of health benefits for 12 months.

In general, the CEO is eligible for a severance benefit equal to 18 months of base salary, unless a different severance benefit is set forth in an effective agreement as noted for Mr. Clemmer above.

Payments are generally made in accordance with the Company’s regular salary payment practices, subject to modification in connection with Section 409A of the Internal Revenue Code, unless a different method is set forth in an effective agreement.

Additional benefits, such as outplacement assistance and/or an agreement not to contest eligibility for unemployment compensation, may also be offered in a separation agreement.

Change-in-Control Agreements

On January 29, 2021, we entered into amended and restated change in control severance agreements with certain executive officers, including each of the named executive officers. As amended and restated, each agreement has a current term that expires on December 31 of each year, and will automatically renew each year immediately following January 1 for an additional one year term (unless the Company has given notice not more than sixty days prior to such January 1 that the term will not be extended); provided however, that if a change in control occurs the term will expire no earlier than 24 calendar months after the calendar month in which such change in control occurs. A change in control is defined in each agreement generally as any of the following: (i) a person is or becomes a beneficial owner of more than 50% of our voting securities, (ii) subject to certain exceptions, the composition of a majority of our Board changes, (iii) we consummate a merger or consolidation (other than a transaction following which the Company’s voting securities continue to represent (by remaining outstanding or by conversion) at least 60% of the combined voting power of the Company or its successor, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person becomes a beneficial owner of more than 50% of our voting securities), or (iv) our shareholders approve a plan of liquidation or sale of all or substantially all of our assets (other than a sale by the Company to an entity at least 60% of the combined voting power of which is owned by shareholders of the Company in substantially the same proportions as their ownership of the Company).

Each agreement provides, among other things, that if a change in control occurs during the term of the agreement, and the executive’s employment is terminated (including in certain circumstances not more than three months before the change in control) either by us or by the executive, other than (a) by us for “Cause” (as defined in the agreement), (b) by reason of death or disability, or (c) by the executive without “Good Reason” (as defined in the agreement), such executive will receive the following severance benefits: (A) a cash lump-sum payment equal to 1.5 times (2 times for the CEO) the sum of his or her annual base salary and cash bonus target (determined at the time of the termination or, if greater and as applicable, immediately preceding the event giving rise to Good Reason), (B) any unpaid annual bonus amounts for the prior year, (C) a prorated annual bonus amount for the year of termination (based on the highest of the average bonuses awarded to the executive for (x) the 36 months preceding the termination, (y) the Company’s three fiscal years preceding the termination, and (z) the 36 months preceding the change in control, in each case disregarding any years in which the executive was not employed by the Company and annualizing bonuses for any partial year of employment), (D) earned but unused vacation time, (E) provided the executive timely elects COBRA continuation coverage, continuation of participation in the Company’s group medical, dental, vision, and prescription drug coverage at no cost to the executive and the executive’s dependents for a period of 18 months (24 months for the CEO) and (F) full vesting of any stock options, restricted stock, performance shares or other equity-based award granted to the executive officer upon or following entry into the agreements but prior to the applicable change in control (with any applicable performance conditions deemed satisfied at the “target” level). Each agreement also provides that in the event that the severance and other benefits provided for in the agreement or otherwise payable to the executive would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the benefits under the agreement will be either (i) delivered in full, or (ii) delivered to a lesser extent which would result in no portion of the benefits being subject to such excise tax, whichever is more beneficial to the executive.

All such payments and benefits are subject to the executive officer's execution of both a release of claims and a restrictive covenant agreement in favor of the Company (including certain noncompete obligations) and generally shall be made or commence within 30 days after the release becomes irrevocable, subject to delay if required by Section 409A of the Internal Revenue Code.

Equity Acceleration under the 2004 Plan

Under the terms of the 2004 Plan and our applicable equity award agreements, grantees may be eligible for accelerated vesting of equity awards upon certain terminations of employment or in connection with a change in control. Outstanding stock options will become fully exercisable upon a change in control (as defined in the 2004 Plan), or upon a termination because of death or disability. Restricted stock units are eligible for prorated vesting upon a termination because of death or disability, and full vesting if a grantee is terminated without cause or resigns for good reason on or after a change in control (as defined in the 2004 Plan) or the Company experiences a terminal transaction in connection with a change in control and the restricted stock units are not assumed or substituted. Performance share awards are eligible for prorated vesting following the end of the applicable performance period upon a termination due to death, disability, or retirement based on actual performance (but based on target performance if a change in control (as defined in the applicable award agreement) follows the termination and occurs during the performance period), and full vesting (at the target level) upon a change in control that occurs during the performance period.

Equity Acceleration under the 2020 Plan

Unless otherwise provided in a written agreement with a participant in the 2020 Plan, if such participant’s employment is terminated by us without “cause,” or if such participant resigns for “good reason,” in each case within 3 months preceding, or at any time following, a “change in control,” that participant’s outstanding equity awards will be subject to accelerated vesting upon such termination (with any applicable performance conditions deemed satisfied at the “target” level). However, if the committee determines that an award under the 2020 Plan has not been assumed or continued by the successor in a “change in control” transaction, then such award will vest upon such “change in control” (with any applicable performance conditions deemed satisfied at the “target” level). Outside the change in control context, awards held by executives under the 2020 Plan are generally forfeited or expire upon a termination of employment, except that (i) upon a termination for death, disability or retirement before the end of the performance period, performance shares remain subject to actual performance over the duration of the performance period and then vest on a prorated basis based on the number of months (rounded to the nearest whole month) elapsed in the performance period before the death, disability or retirement, (ii) upon a termination for death or disability, restricted stock units vest on a prorated basis based on the number of full and partial months (rounded to the nearest half month) elapsed in the performance period before the death or disability and (iii) options fully vest upon, and remain exercisable for one year following, a termination for death or disability (but not beyond their original expiration date); if the termination is not for death or disability, any already vested options remain exercisable for three months thereafter, unless the termination is for “cause,” in which case the option terminates in full immediately regardless of whether previously vested to any extent.

Estimates of Potential Payments Upon Termination or Change in Control

The following table estimates the potential payments to Messrs. Clemmer, Trowbridge, Helsel, Campbell and Ms. Piccinini under existing agreements, plans or other arrangements, for various scenarios involving a change in control or termination of employment as described above under “Potential Payments Upon Termination or Change in Control,” in each case assuming the change in control and termination date was May 31, 2023, and where applicable, using the closing market price of our common stock of $9.46 per share on May 31, 2023 (the last trading day in fiscal year 2023 as reported on the Nasdaq).


Name	Severance Amount		Prorated Bonus		Accelerated Vesting of Stock Options (1)		Restricted Stock Unit and Performance Share Vesting (2)		Other (3)		Total (4)
James C. Clemmer
Termination without Cause	$	1,520,000	$	822,667	$	—	$	—	$	6,274	$	2,348,941
Death	$	—	$	—	$	—	$	1,976,864	$	—	$	1,976,864
Disability	$	—	$	—	$	—	$	1,976,864	$	—	$	1,976,864
Retirement	$	—	$	—	$	—	$	1,550,676	$	—	$	1,550,676
Change in Control (No Termination)	$	—	$	—	$	—	$	944,093	$	—	$	944,093
Change in Control + Qualified Termination	$	3,040,000	$	822,667	$	—	$	3,259,452	$	12,548	$	7,134,667







Stephen A. Trowbridge
Termination without Cause	$	428,480	$	—	$	—	$	—	$	19,575	$	448,055
Death	$	—	$	—	$	—	$	499,987	$	—	$	499,987
Disability	$	—	$	—	$	—	$	499,987	$	—	$	499,987
Retirement	$	—	$	—	$	—	$	389,738	$	—	$	389,738
Change in Control (No Termination)	$	—	$	—	$	—	$	262,240	$	—	$	262,240
Change in Control + Qualified Termination	$	1,060,488	$	281,933	$	—	$	798,869	$	29,363	$	2,170,653
David D. Helsel
Termination without Cause	$	373,437	$	—	$	—	$	—	$	15,259	$	388,696
Death	$	—	$	—	$	—	$	250,706	$	—	$	250,706
Disability	$	—	$	—	$	—	$	250,706	$	—	$	250,706
Retirement	$	—	$	—	$	—	$	197,093	$	—	$	197,093
Change in Control (No Termination)	$	—	$	—	$	—	$	130,777	$	—	$	130,777
Change in Control + Qualified Termination	$	840,234	$	201,227	$	—	$	396,866	$	22,889	$	1,461,216
Chad T. Campbell
Termination without Cause	$	342,889	$	—	$	—	$	—	$	21,686	$	364,575
Death	$	—	$	—	$	—	$	240,049	$	—	$	240,049
Disability	$	—	$	—	$	—	$	240,049	$	—	$	240,049
Retirement	$	—	$	—	$	—	$	188,355	$	—	$	188,355
Change in Control (No Termination)	$	—	$	—	$	—	$	116,660	$	—	$	116,660
Change in Control + Qualified Termination	$	822,933	$	190,913	$	—	$	393,735	$	32,529	$	1,440,110
Laura Piccinini
Termination without Cause	$	336,009	$	—	$	—	$	—	$	1,752	$	337,761
Death	$	—	$	—	$	—	$	109,530	$	—	$	109,530
Disability	$	—	$	—	$	—	$	109,530	$	—	$	109,530
Retirement	$	—	$	—	$	—	$	57,258	$	—	$	57,258
Change in Control (No Termination)	$	—	$	—	$	—	$	34,126	$	—	$	34,126
Change in Control + Qualified Termination	$	806,422	$	106,756	$	—	$	272,656	$	2,628	$	1,188,462


(1)			Amounts in the “Accelerated Vesting of Stock Options” column represent the value of the number of each named executive officer’s in-the-money stock option awards that would have been eligible for accelerated vesting upon a termination and/or change in control occurring on May 31, 2023, calculated by multiplying the number of shares underlying such in-the-money unvested stock options held by each named executive officer by the difference between that option’s exercise price and $9.46 (the closing price of our common stock on the last trading day of the fiscal year, May 31, 2023, as reported on Nasdaq). See the discussion above under “Potential Payments Upon Termination or Change in Control” for a description of the applicable vesting provisions.
(2)			Amounts in the “Restricted Stock Unit and Performance Share Vesting” column represent the value of the number of each named executive officer’s restricted stock units and performance share awards that would have been eligible for accelerated vesting upon a termination and/or change in control occurring on May 31, 2023, calculated by multiplying the number of such restricted stock units and target number of performance share awards by $9.46 (the closing price of our common stock on May 31, 2023, as reported on Nasdaq), with proration in the applicable circumstances. See the discussion above under “Potential Payments Upon Termination or Change in Control" for a description of the applicable vesting provisions.
(3)			Represents the estimated future cost of providing continuing Company-paid coverage under the Company's group health insurance plans for 12 months upon an involuntary termination or, if in connection with a Change in Control, for 18 months (24 months in the case of the CEO).
(4)			The totals shown here do not take into account the application of any “best-after-tax” cutback that may apply if an executive’s payments would otherwise be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.

Employees, including named executive officers, are not generally entitled to any benefits upon termination for cause. All unvested stock options, restricted stock units, and performance share awards, as well as all vested but unexercised stock options are forfeited as of the date of termination for cause.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.” The amounts set forth below in the required table are calculated pursuant to SEC rules but do not represent amounts that have been actually earned or realized by our NEOs.


Fiscal Year	Summary Compensation Table Total for the CEO (1)		Compensation Actually Paid to the CEO (3)(4)		Average Summary Compensation Table Total for Non-CEO NEOs (2)		Average Compensation Actually Paid to the Non-CEO NEOs (3)(4)		Total Shareholder Return (5)		Peer Group Total Shareholder Return (5)		Net Income (loss) (in thousands) (6)		Revenue (in thousands) (7)
2023	$	3,983,690	$	(2,114,483)	$	914,244	$	(45,199)	$	44.98	$	46.54	$	(52,441)	$	338,752
2022	$	5,659,727	$	4,953,581	$	1,303,492	$	1,233,726	$	93.34	$	48.82	$	(26,547)	$	316,219
2021	$	4,045,913	$	13,883,392	$	1,029,527	$	2,868,533	$	109.94	$	82.85	$	(31,547)	$	291,010

(1) Mr. Clemmer was the CEO for each of the fiscal years presented.

(2) Non-CEO NEOs for fiscal years 2023 and 2022 were Messrs. Trowbridge, Helsel, and Campbell and Mrs. Piccinni. Non-CEO NEOs for fiscal year 2021 were Messrs. Trowbridge, Helsel, Campbell and Nighan.

(3) Subtractions from, and additions to, total compensation in the Summary Compensation Table ("SCT") by fiscal year to calculate Compensation Actually Paid ("CAP") are as follows:


	2023				2022				2021
	CEO		Average of Non-CEO NEOs		CEO		Average of Non-CEO NEOs		CEO		Average of Non-CEO NEOs
Total Compensation from SCT	$	3,983,690	$	914,244	$	5,659,727	$	1,303,492	$	4,045,913	$	1,029,527
Subtractions:
SCT Value of Stock and Option Awards	$	(3,000,774)	$	(454,289)	$	(4,147,712)	$	(687,958)	$	(2,137,451)	$	(357,244)
Adjustments:
Unvested value at year end of equity granted during the covered fiscal year	$	658,535	$	99,697	$	3,289,559	$	518,057	$	9,414,998	$	1,573,581
Change from prior year end in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year end	$	(3,867,465)	$	(612,420)	$	(1,051,502)	$	(189,282)	$	2,574,779	$	561,569
Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal years for which vesting conditions were satisfied at the end of or during the covered fiscal year	$	111,531	$	7,569	$	1,203,509	$	289,417	$	(14,847)	$	61,100
Compensation Actually Paid	$	(2,114,483)	$	(45,199)	$	4,953,581	$	1,233,726	$	13,883,392	$	2,868,533

(4) The fair value of each equity award was re-measured on each vesting date and/or year end, as applicable, in accordance with Accounting Standards Codification (ASC) Topic 718. The assumptions used in the valuation of each type of award are summarized below:

•Restricted stock units: The fair value of restricted stock units was based on the Company's closing stock price on each measurement date.

•Non-qualified stock options: The fair value of non-qualified stock options was determined using a Black-Scholes option pricing model.

•Performance unit awards: Performance unit awards are subject to vesting based on the Company's level of attainment of performance targets, as well as a TSR modifier at the end of each performance period that can adjust the aggregate number of shares eligible to vest at the end of the three-year performance period. The fair value for performance unit awards was determined using a Monte Carlo simulation.

(5) Total shareholder return (TSR) is determined based on the value of an initial fixed investment of $100 in common stock on May 31, 2020, assuming the reinvestment of the dividends. The TSR peer group comprises the RDG SmallCap Medical Devices Index.

(6) Reflects the dollar amount of net income reported in our audited financial statements for the applicable fiscal year.

(7) GAAP Revenue equals Net Revenue, so no reconciliations are required for fiscal years 2023, 2022, or 2021. See our 2023 Annual Report on Form 10-K for the year ended May 31, 2023.

Tabular List of Financial Performance Measures

In our assessment, the three most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules) to our NEOs in fiscal year 2023 to the Company's performance were:

•Relative TSR values versus the RDG SmallCap Medical Devices Index;

•EBITDA and EPS; and

•The Company Selected Measure is Revenue.

Pay Versus Performance: Graphical Description

The charts below describe the relationship between compensation actually paid to our CEO and other NEOs (as calculated in accordance with the SEC rules) in fiscal year 2021, 2022 and 2023 and (1) TSR of both the Company and the Comapny's peer group, (2) our net income and (3) our revenue.

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Comp v TSR.jpg


(1)			TSR represents the value of a $100 investment in common stock, assuming reinvestment of dividends, as measured at each fiscal year end.

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Comp vs NI.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Comp vs Revenue.jpg

CEO Pay Ratio

Information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO, Mr. Clemmer, for the fiscal year ended May 31, 2023 is set forth below:

•the annual total compensation of our median employee was $98,443; and

•the annual total compensation of Mr. Clemmer as reported in the “Total” column of the Summary Compensation Table in this Proxy Statement was $3,983,691.

Based on this information, the ratio of Mr. Clemmer’s annual total compensation for the fiscal year ended May 31, 2023 to the annual total compensation of our median employee, as of such date, is approximately 40 to 1. The Company believes this ratio is a reasonable estimate based on AngioDynamics’ specific employee demographics and compensation and was calculated in accordance with applicable rules of the SEC. The pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

To identify our median employee, we calculated the annual taxable compensation for all employees of the Company (other than the CEO) for the fiscal year ended May 31, 2023. We believe that annual taxable compensation is a consistently applied compensation measure and appropriate for determining the median-paid employee. We annualized the compensation of all employees (excluding employees in temporary or seasonal positions) who were hired during our fiscal year ended May 31, 2023 but did not work for AngioDynamics for the entire fiscal year and converted any compensation paid to our international employees into U.S. Dollars.

Director Compensation Table

The following table sets forth the fees, awards and other compensation paid to or earned by our non-employee directors for the fiscal year ended May 31, 2023:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Howard W. Donnelly	110,000	152,002	262,002
Wesley E. Johnson, Jr.	82,500	152,002	234,502
Dennis S. Meteny	87,500	152,002	239,502
Eileen Auen	72,500	152,002	224,502
Jan Stern Reed	72,500	152,002	224,502
Karen Licitra	72,500	152,002	224,502
Michael Tarnoff	62,500	152,002	214,502


(1)			Represents grant-date fair value based on FASB ASC 718. The assumption used in the valuation of such awards are discussed in Note 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the Fiscal Year ended May 31, 2023. As of May 31, 2023, each non-employee director held 7,060 unvested restricted stock units.

Director Compensation Program During the Fiscal Year Ended May 31, 2023

For fiscal year 2023, following consultation with Meridian, the Nominating, Compliance and Corporate Governance Committee’s independent compensation consultant, we generally maintained compensation at the same level as fiscal year 2022. Directors (who are not our employees) received an annual retainer of $55,000. The Chairman of the Board of Directors received an additional annual retainer of $55,000. The Chairman of the Audit Committee received an additional annual retainer of $25,000, the Chairman of the Compensation Committee received an additional annual retainer of $17,500, and the Chairman of the Nominating, Compliance and Corporate Governance Committee received an additional annual retainer of $17,500. Members of the Audit Committee receive an additional annual retainer of $10,000, members of the Compensation Committee received an additional annual retainer of $7,500 and members of the Nominating, Compliance and Corporate Governance Committee received an additional retainer of $7,500. Total payments for members of the Nominating, Compliance and Corporate Governance Committee represent the pro rata impact of the increase for fiscal year 2022.

Directors who are not our employees also received an annual equity grant, wholly comprising restricted stock units, vesting one year from the grant date, with a grant-date fair value approximately equal to $152,000. On July 19, 2023, the Board of Directors approved granting restricted shares to our Non-Employee Directors with immediate vesting.

We also reimburse directors who are not our employees for reasonable travel and other related expenses incurred to attend Board and Committee meetings.

Directors who are our employees receive no additional compensation for their services as directors.

Stock Ownership Guidelines for Board of Directors

To further align the interests of our Board of Directors and shareholders, we maintain stock ownership guidelines for the Board of Directors. Under these guidelines, each member of our Board of Directors is required to hold shares equal in value to three times the base cash retainer of $55,000. New members of the Board of Directors are allowed 36 months from the time they join the Board to acquire the required number of shares. Each member of our Board of Directors is currently in compliance with the applicable holding requirement.

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board of Directors has selected Deloitte & Touche LLP, independent certified public accountants, as our Company’s independent registered public accounting firm for the fiscal year ending May 31, 2024. The Audit Committee has directed that the appointment of Deloitte & Touche LLP be submitted to our shareholders for ratification due to the significance of their appointment to us. If our shareholders fail to ratify the appointment, it will be considered as a direction to our Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our Company and our shareholders.

The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2024, must be approved by the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote at the Annual Meeting.

Representatives of Deloitte & Touche LLP are expected to participate in the live webcast for the Annual Meeting. They will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions by shareholders.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2024.

AUDIT MATTERS

Audit Committee Report

During our fiscal year ended May 31, 2023, the members of the Audit Committee were Dennis S. Meteny, Wesley E. Johnson, Jr., Jan Stern Reed and Karen Licitra, each of whom has been determined by our Board to be independent under the Nasdaq listing standards. On July 19, 2023, Lorinda Burgess was appointed to our Board of Directors and was appointed to our Audit Committee. The Audit Committee operates under a written Audit Committee Charter, which was adopted by the Board of Directors in February 2004, and revised and approved by the Board of Directors in May 2006, May 2009, October 2010, January 2015, January 2019, October 2020 and October 2021. The Audit Committee Charter is available on our website at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters” caption.

Management of the Company is responsible for internal controls, the financial reporting process and compliance with laws and regulations and ethical business standards. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements and effectiveness of internal controls in accordance with auditing standards generally accepted in the United States of America and for issuing a report thereon. The Audit Committee is charged with the duty to monitor and oversee these processes.

Pursuant to the Charter, the primary responsibilities of the Audit Committee are to assist the Board in its oversight of: (i) the integrity of the Company’s financial statements, financial reporting process, system of internal controls over financial reporting, and audit process; (ii) the Company’s compliance with, and process for monitoring compliance with, legal and regulatory requirements, in coordination with the Nominating, Compliance and Corporate Governance Committee; (iii) the independent auditor's quarterly reviews, qualifications and independence; and (iv) the performance of the Company’s internal audit; and (v) policies and procedures for risk assessment and risk management. The quarterly reviews include discussions by management and the independent registered public accounting firm with the Audit Committee. The Audit Committee must also pre-approve all audit and permitted non-audit services to be performed by the independent registered public accounting firm.

The Audit Committee has the authority to select, determine the compensation paid to, and replace the Company’s independent registered public accounting firm. During the fiscal year ended May 31, 2023, Deloitte & Touche LLP acted as, and continues to act as, the Company’s auditor.

The Charter provides that the Audit Committee shall always consist of not less than three members, all of whom must be independent directors. No member of the Audit Committee may serve on the Audit Committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to serve effectively on the Audit Committee, and discloses this determination in the proxy statement. To carry out its responsibilities, the Audit Committee met ten times, either in person or by telephone, and took action by unanimous written consent on one occasion during fiscal year 2023.

Prior to the issuance of the fiscal year 2023 financial statements, the Audit Committee met with management and with Deloitte & Touche LLP to review the financial statements and to discuss significant accounting issues and policies. Management advised the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee’s review included discussion with Deloitte & Touche LLP of matters that are required to be discussed pursuant to Statement on Auditing Standards No. 61, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board, or PCAOB.

The Audit Committee discussed with Deloitte & Touche LLP matters relating to Deloitte & Touche LLP's independence, including the written disclosures and the letters provided by Deloitte & Touche LLP to the Audit Committee as required by applicable requirements of the PCAOB. Deloitte & Touche LLP informed the Audit Committee in writing that they were independent with respect to the Company within the regulations promulgated by the Securities and Exchange Commission and the requirements of the PCAOB. The Audit Committee has concluded that Deloitte & Touche LLP are independent of the Company and its management.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plan for their audit. The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the results of their examination and the evaluation of the Company’s internal controls.

On the basis of these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Board approve the inclusion of the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023, for filing with the Securities and Exchange Commission.

Members of the Audit Committee:

Dennis S. Meteny Chairman

Lorinda Burgess

Wesley E. Johnson

Karen A. Licitra

Jan Stern Reed

The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing we make under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (hereinafter referred to as the Exchange Act), except to the extent that we specifically incorporate the Audit Committee Report by reference therein.

Principal Accounting Fees and Services

The following table presents fees for professional audit services rendered by Deloitte & Touche LLP for the audit of our financial statements for the fiscal years ended May 31, 2023 and May 31, 2022, for inclusion in our Annual Reports on Form 10-K, reviews of quarterly financial statements, and fees paid in those periods for other services rendered by Deloitte & Touche LLP, in thousands:


	2023		2022
Audit Fees - Deloitte & Touche LLP	$	1,192	$	1,155
Tax Fees - Deloitte & Touche LLP	—		271
Other Fees - Deloitte & Touche LLP	2		2
	$	1,194	$	1,428

All fees shown in the table were related to services that were approved by the Audit Committee.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent registered public accounting firm.

In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

Prior to engagement of the independent registered public accounting firm for the next year’s audit, management submits a list of services and related fees expected to be rendered during that year within each of four categories of services to the Audit Committee for approval.


			1.			Audit services include audit work performed on the financial statements and internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and/or reporting standards.
			2.			Audit-Related services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions and special procedures required to meet certain regulatory requirements.
			3.			Tax services include all services, except those services specifically related to the audit of the financial statements, performed by the independent registered public accounting firm’s tax personnel, including tax analysis, assisting with coordination of execution of tax related activities, primarily in the area of corporate tax planning, supporting other tax-related regulatory requirements and tax compliance and reporting.
			4.			Other Fees are those associated with services not captured in the other categories. We generally do not request such services from the independent registered public accounting firm.

Prior to engagement, the Audit Committee pre-approves the independent registered public accounting firm services within each category. The fees are budgeted in the Company’s annual operating budget. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not

contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

PROPOSAL 3 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The primary objective of our overall executive compensation program is to provide balanced, comprehensive and competitive rewards for the short and long-term in a cost-effective manner to the Company. We have designed our executive compensation program to incentivize achievement of earnings, sales and other financial metrics that we believe deliver value to our shareholders, drive operational results and promote high levels of individual performance. Our compensation program provides a combination of fixed and variable pay with an emphasis on at-risk compensation linked to challenging, but realistic performance goals. We believe that compensation levels in the medical device industry are dynamic and very competitive as a result of the need to attract and retain qualified executives with the necessary skills and experience to keep up with the complex regulatory environment in which we operate and to understand the rapidly changing medical technology in our industry. We believe that our current executive compensation program achieves our objectives effectively.

Shareholders are urged to read the Compensation Discussion and Analysis set forth in this proxy statement that discusses how our compensation policies and procedures reflect our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative disclosure, which describe the compensation of our named executive officers in fiscal year 2023.

In accordance with Section 14A of the Exchange Act, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and as a matter of good corporate governance, shareholders will be asked at the Annual Meeting to approve the following advisory resolution:

Adoption of Proposal No. 3

RESOLVED, that the shareholders of AngioDynamics, Inc. approve the compensation of the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the Summary Compensation Table and related compensation tables, and the related disclosure contained in this proxy statement.

This advisory vote is not binding. Although non-binding, the Compensation Committee will consider the outcome of the advisory vote when making future decisions regarding our executive compensation programs.

The Board of Directors, taking into account the advisory vote of our shareholders at the 2017 Annual Meeting of Shareholders, previously approved an annual frequency for shareholder votes to approve the compensation of our named executive officers. As a result, unless the Board determines otherwise, the next such vote will be held at the Company’s 2024 Annual Meeting of Shareholders, though as noted below in connection with Proposal 5, shareholders have the opportunity this year to express their non-binding view on the appropriate frequency of such votes and the Board will consider the results of the Proposal 5 vote in determining whether to continue to seek annual advisory votes to approve the compensation of our named executive officers.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL 4 - APPROVAL OF AMENDMENTS THE ANGIODYNAMICS, INC. 2020 EQUITY INCENTIVE PLAN

At our annual meeting in 2020, our shareholders approved the AngioDynamics, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) and authorized an initial reserve of 2,400,000 shares of our common stock to be made available for issuance thereunder. At our annual meeting in 2022, our shareholders approved an increase in the number of shares reserved for issuance under the 2020 Plan of 1,950,000. We are now asking in this Proposal 4 for shareholder approval of an amendment to the 2020 Plan to, among other things, increase the reserve of shares available to be issued under the 2020 Plan from 1,062,922 to 2,569,922 shares, an increase of 1,500,000 shares, all of which would be available for the grant of as “incentive stock options,” or “ISOs” (by which we mean stock options that meet certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”)). The 2020 Plan has also been amended to provide that grants to our non-employee directors may be made without regard to the 2020 Plan provisions that otherwise generally require a one-year vesting condition. Our Board of Directors approved such amendments on September 28, 2023, subject to shareholder approval at the Annual Meeting. The rules of Nasdaq provide that approval of this Proposal 4 requires the affirmative vote of the holders of a majority of the votes cast on the proposal and our by-laws require a higher standard of the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote. Therefore, approval of this Proposal 4 requires the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote; an abstention will have the effect of a negative vote on this Proposal 4.

The primary purposes of the 2020 Plan are (i) to provide competitive equity incentives to enable us to attract, retain, motivate and reward persons who render services to us and (ii) to align the interests of our employees and such other persons with the interests of our shareholders. The 2020 Plan replaced our 2004 Stock and Incentive Plan, as amended (the “2004 Plan”). No new grants were made under the 2004 Plan following approval of the 2020 Plan, but previously granted awards under the 2004 Plan remain outstanding in accordance with their terms.

The Board believes that increasing the 2020 Plan share reserve by 1,500,000 would provide sufficient shares for the Company’s equity-based compensation needs for approximately two years following shareholder approval. This estimate is based on our average “burn rate” over the past three years, as more fully described below. The reserve increase may be sufficient for a longer or shorter period of time, depending on our future equity grant needs, which are related to factors such as our employee population, future award forfeitures and cancellations, the Company’s acquisition activity, the Company’s stock price, and our retentive needs in a competitive compensation environment.

The use of equity compensation is a significant part of our overall compensation philosophy at AngioDynamics. The 2020 Plan serves as an important part of this practice, and is a critical part of the compensation package that we offer our personnel. We believe that the use of equity-based incentives, with a mix of time-based and performance-based vesting conditions, is critical for us to attract and retain the most qualified personnel and to respond to relevant changes in equity compensation practices. In addition, equity awards provide our employees an opportunity to acquire or increase their ownership stake in the Company, and we believe this alignment with our shareholders’ interests creates a strong incentive to work hard for our growth and success. If our shareholders do not approve the requested increase in the share reserve under the 2020 Plan, we will continue to grant awards under the 2020 Plan until the number of shares authorized and available for issuance thereunder has been exhausted, and our Compensation Committee and the Board would need to consider whether to adopt alternative compensation arrangements based on their assessments of the Company’s needs because our future ability to issue appropriate equity compensation to hire and retain talent will be significantly limited.

For more information regarding shares of our common stock that may be issued upon the exercise of options, warrants and other rights granted to employees, consultants or members of our Board under all of our equity compensation plans as of the fiscal year end, please see “Equity Compensation Plan Information.”

The descriptions of the 2020 Plan terms are set forth in this proposal 4 are qualified by the terms of the 2020 Plan, which as proposed to be amended is set forth in Appendix A to this Proxy Statement.

Burn Rate and Potential Dilution

Based on the closing market price of our common stock on September 20, 2023, which was $7.11, the additional 1,500,000 shares proposed to be made available for issuance under the 2020 Plan would have a market value of approximately $10,900,000. The potential dilution resulting from issuing all of the outstanding awards under the 2004 Plan and the outstanding awards and shares remaining available for issuance under the 2020 Plan would be approximately 12.12%, on a fully-diluted basis using our common stock outstanding as of September 20, 2023 (39,803,032 shares). If the additional 1,500,000 shares proposed are made available for issuance under the 2020 Plan, the potential dilution will increase by 2.82 percentage points and fully-diluted total potential dilution would approximate 14.93%.

The information included in this Proxy Statement and our 2022 Annual Report is updated by the following information regarding all existing equity compensation plans as of September 20, 2023:


Total number of stock options outstanding(1)	2,451,958
Weighted-average exercise price of stock options outstanding	$	16.34
Weighted-average remaining duration of stock options outstanding	6.86 years
Total number of full value awards outstanding (includes restricted stock units and performance share units)(2)	1,966,004
Shares available for grant under the 2020 Plan(3)	1,069,922
Total shares of common stock outstanding as of the record date	39,803,032

(1) No stock appreciation rights were outstanding as of September 20, 2023.

(2) The number of shares of outstanding PSUs assumes performance at the target performance level.

(3) The 2020 Plan is our only active employee equity incentive plan. The number of shares remaining available for future grant under the 2020 Plan reflects PSUs at target payout.

The “burn rate,” or share utilization rate, related to our use of equity compensation awards for the last three fiscal years is shown in the table below:


Fiscal Year	Awards Granted(1)	Diluted Weighted Average Number of Shares of Common Stock Outstanding (2)	Burn Rate(3)
2023	742,784	39,480,367	1.85%
2022	817,376	39,009,419	2.05%
2021	1,294,753	38,342,476	3.27%

(1) Includes stock options, restricted stock units, and performance unit awards (assuming performance is achieved at the target level).

(2) As stated in the Company’s Annual Report on Form 10-K for the fiscal year ending May 31, 2023.

(3) Shown on a fully-diluted basis.

Key Plan Features

We are committed to sound corporate governance and to incorporating best practices in our equity compensation programs. Some key features of the 2020 Plan reflecting these principles are summarized below:

•Available shares. The 2020 Plan authorizes an aggregate of 4,350,000 shares for grant, subject to anti-dilution adjustments upon the occurrence of significant corporate events. As noted above, approval of this Proposal 4 would authorize up to an additional 1,500,000 shares to be made available for grants under the 2020 Plan.

•No “evergreen” provision. The 2020 Plan does not include an “evergreen” feature, which would allow the number of shares available for issuance under the 2020 Plan to be automatically replenished.

•No liberal share recycling. Shares withheld for the payment of taxes related to any award or tendered for the payment of an exercise price of an option shall not again be available for awards under the 2020 Plan.

•No discounted options or SARs. No awards of stock options or SARs will be granted under the 2020 Plan with an exercise price of less than fair market value of our common stock on the date of grant.

•No repricing or cash buyouts of stock options or SARs. The 2020 Plan does not permit the repricing or cash buyouts of stock options or SARs without shareholder approval

•Dividends/dividend equivalents subject to vesting. The Company does not currently pay dividends. Any dividends and dividend equivalents payable with respect to 2020 Plan awards would be subject to the same vesting terms as the related award.

•Minimum vesting requirement. Generally, awards under the 2020 Plan will have a minimum restriction or vesting period of one year from the date of grant. As noted above, however, if this Proposal 4 is approved, grants to our non-employee directors could be made without any vesting conditions (e.g., could be granted as fully vested awards).

•Double trigger change-in-control. The 2020 Plan does not provide for the automatic vesting of outstanding awards in connection with a change in control. Such awards would only accelerate following a change-in-control if either the

successor entity does not assume or continue the awards or if the participant suffers a qualifying termination after the awards are assumed or replaced.

•Director award limit. Non-employee directors may not be granted awards with a grant date fair value of greater than $500,000 in any calendar year.

Summary Description of the 2020 Plan

The following is a summary of the principal provisions of the 2020 Plan.

Purposes of the 2020 Plan. The primary purposes of the 2020 Plan are (i) to provide competitive equity incentives to enable us to attract, retain, motivate, and reward persons who render services to us and (ii) to align the interests of our employees and such other persons with the interests of our shareholders by providing participants with the opportunity to share in any appreciation in the value of our stock that their efforts help bring about.

Shares Authorized for Issuance. 4,350,000 shares of our common stock were previously approved for issuance under the 2020 Plan and, if this Proposal No. 4 is approved, an additional 1,500,000 shares would be available for issuance under the 2020 Plan. If any shares of common stock subject to an award under the 2020 Plan are not issued and cease to be issuable to an award recipient because of the termination, expiration, forfeiture, or cancellation, in whole or in part, of such award or the settlement of such award in cash or for any other reason, or if any such shares shall, after issuance, be reacquired by us because of a grantee’s failure to comply with the terms and conditions of an award, the shares not so issued, or the shares so reacquired, will be again available for future awards under the 2020 Plan. However, any shares of common stock withheld or tendered in payment of any applicable exercise price, grant price, strike price, or taxes relating to any award, or repurchased by us using proceeds from exercise of an option, will not be again available for awards under the 2020 Plan. In addition, the gross number of shares of common stock underlying a stock-settled stock appreciation right will reduce the share reserve described above when such stock appreciation right is settled in shares. All of the shares reserved under the 2020 Plan can be issued as incentive stock options. Shares may be authorized, but unissued shares of common stock or shares of common stock held in the treasury.

Administration. The Compensation Committee of our Board of Directors administers the 2020 Plan, except in instances when the Board decides to directly administer the 2020 Plan. As applicable, the Board and the Compensation Committee are referred to in this description as the “committee.” The committee determines the persons who are to receive awards, the number of shares subject to each such award, and the other terms and conditions of such awards. The committee also has the authority to interpret the provisions of the 2020 Plan and of any awards granted thereunder and to modify awards granted under the 2020 Plan. The committee may not, however, “re-price” options or stock appreciation rights issued under the 2020 Plan without the prior approval of our shareholders.

Eligibility. The 2020 Plan provides for the grant of ISOs, within the meaning of section 422 of the Code, to our employees, and for the grant of nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards to our employees, directors, and other service providers. As of September 20, 2023, there were approximately 815 employees, 8 non-employee directors, and no service providers who were eligible to participate in the 2020 Plan.

Director Limits. No non-employee director may be granted awards with a grant date fair value of greater than $500,000 in any calendar year.

Minimum Vesting. Generally, awards under the 2020 Plan will have a minimum restriction or vesting period of one year from the date of grant, although the committee may provide for earlier vesting upon a participant’s termination by reason of death or disability and up to 5% of the shares of common stock reserved for issuance under the 2020 Plan may be subject to shorter restrictions (or no restrictions). The minimum vesting requirement does not apply to grants made to our non-employee directors. In addition, awards to our non-employee directors granted on or promptly following an annual meeting of shareholders may vest upon the next annual meeting of shareholders that occurs in the following year (as long as such meeting occurs at least 50 weeks following such preceding meeting) without counting against this limit. In any event, however, if this Proposal 4 is approved, grants to our non-employee directors could be made without regard to such vesting condition limitations and could be granted without any vesting conditions (e.g., could be granted as fully vested awards).

Options. The committee will determine the exercise price of options granted under the 2020 Plan, which will be at least equal to the fair market value of our common stock on the date of grant (except that, with respect to an ISO granted to a grantee who owns 10% of the voting power of all classes of our outstanding stock, the exercise price must equal at least 110% of the fair market value on the grant date). The term of an option may not exceed ten years (but the term of an ISO granted to a grantee who owns 10% of our voting power as described in the preceding sentence may not exceed five years). The committee will determine the terms and conditions of all options, including the vesting period and conditions (which may be time-based, performance-based, or a combination) and post-termination exercise periods in the event of termination of service of an

employee, director, or other service provider. All options will be subject to any other terms and conditions included in the applicable award agreement.

Stock Appreciation Rights. Stock appreciation rights, or “SARs,” may be granted under the 2020 Plan. SARs allow the recipient to receive the appreciation in the fair market value of our common stock between the date of grant and the exercise date of the SARs or, if the SARs are linked to an option, the date of grant of the option. The committee will determine the terms of SARs, including when such rights vest and become exercisable (which vesting conditions may be time-based, performance-based, or a combination) and whether to pay the increased appreciation in cash, with shares of our common stock, with other securities or property, or a combination thereof. All SARs will be subject to any other terms and conditions included in the applicable award agreement.

Restricted Stock and Restricted Stock Units. Restricted stock and restricted stock units may be granted under the 2020 Plan. Restricted stock awards are grants of shares of our common stock that vest in accordance with the terms and conditions established by the committee, and restricted stock units are a promise to issue shares of our common stock in the future if the applicable vesting conditions are satisfied. The vesting conditions applicable to any awards of restricted stock or restricted stock units may be time-based, performance-based, or a combination. All awards of restricted stock and restricted stock units will be subject to any other terms and conditions included in the applicable award agreement.

Other Stock-Based Awards. The 2020 Plan authorizes the committee to grant awards other than options, SARs, restricted stock, or restricted stock units that are payable in shares of our common stock or measured by reference to the value of our common stock. All other-stock based awards will be subject to any terms and conditions (including vesting conditions) included in the applicable award agreement.

Adjustments. In the event of a corporate transaction that affects our common stock (including, for example, a recapitalization, merger, stock split or reverse split, repurchase, exchange, spin-off, dividend or distribution (other than normal cash dividends), or similar corporate transaction, including, without limitation, a “change in control”), or an unusual or nonrecurring event affects AngioDynamics, that the committee determines could result in dilution or enlargement of the rights intended to be granted or available under the 2020 Plan, then the committee shall make proportionate substitution or adjustment as it deems equitable to the class or maximum number of shares of common stock (or other securities or property) available for grant under the 2020 Plan or subject to awards outstanding under the 2020 Plan, the exercise price or strike price of outstanding awards under the 2020 Plan, and any performance conditions or metrics or other terms and conditions applicable to awards outstanding under the 2020 Plan.

Change in Control. Unless otherwise provided in a written agreement with a participant in the 2020 Plan, if such participant’s employment is terminated by us without “cause,” or if such participant resigns for “good reason,” in each case within 3 months preceding, or at any time following, a “change in control,” that participant’s outstanding equity awards will be subject to accelerated vesting upon such termination (with any applicable performance conditions deemed satisfied at the “target” level). However, if the committee determines that an award under the 2020 Plan has not been assumed or continued by the successor in a “change in control” transaction, then such award will vest upon such “change in control” (with any applicable performance conditions deemed satisfied at the “target” level).

Under the 2020 Plan, a “change in control” will generally be deemed to occur if any person or group of persons acting in concert becomes the beneficial owner of more than 40% of our common stock; a majority of our Board changes over any period of two years or less without the approval of a majority of the directors serving at the beginning of such period; there is consummated a merger or consolidation with any other corporation, or the shareholders approve a plan of complete liquidation or dissolution of the Company or there is consummated a sale of assets or plan of complete liquidation following which our shareholders before the transaction will not own at least 60% of our voting power or assets.

Transfers of Awards. The 2020 Plan does not allow for the transfer of awards, except for transfers by will or the laws of descent and distribution or to such other persons designated by a participant to receive the award upon the participant’s death, or except as may otherwise be authorized by the committee.

Dividends and Dividend Equivalents. The committee in its sole discretion may provide as part of an award dividends or dividend equivalents, on such terms and conditions consistent with the following: (i) any dividends payable in respect of restricted stock awards that remain subject to vesting conditions shall be retained by the Company and delivered to the participant within 15 days following the date on which such restrictions on such restricted stock awards lapse and, if such restricted stock is forfeited, the participant shall have no right to such dividends, and (ii) to the extent provided in an award agreement, dividend equivalents attributable to any other type of award shall be distributed to the participant in cash or, in the sole discretion of the committee, in shares of our common stock having a fair market value equal to the amount of such dividend equivalents, upon the settlement of such award and, if such award is forfeited, the participant shall have no right to such dividend equivalents.

Clawbacks. The 2020 Plan provides that if an award has been granted to a service provider and the committee later determines that the financial results used to determine the amount of that award, or any payment under the award, are materially restated and that such service provider engaged in fraud or intentional misconduct with respect to the inputs to, or determination of, such financial results, the Company will seek repayment or recovery of the award, as the committee in its sole discretion determines is reasonable and appropriate, notwithstanding any contrary provision of the 2020 Plan. In addition, the committee may provide that any service provider and/or any award, including any shares subject to or issued under an award, is subject to recovery, recoupment, clawback, and/or any other forfeiture policy maintained by the Company from time to time.

Amendment of Plan. Subject to any applicable shareholder approval requirements of Delaware or federal law, any rules or listing standards that apply to our Company, or the Code, the 2020 Plan may be amended by the Board at any time and in any respect, including without limitation to permit or facilitate qualification of options previously granted or to be granted in the future (1) as incentive stock options under the Code, or (2) for such other special tax treatment as may be enacted. Without shareholder approval, however, no amendment may increase the aggregate number of shares which may be issued under the 2020 Plan, or may permit the exercise price of outstanding options or SARs to be reduced (or such option or SAR to be “repriced”), in each case except for permitted adjustments under the 2020 Plan in connection with certain corporate transactions, as described above. No amendment of the 2020 Plan may adversely affect any award granted prior to the date of such amendment or termination without the written consent of the holder of such award.

Summary of Federal Income Tax Consequences under the 2020 Plan

The following is a general summary as of the date of this proxy statement of the material U.S. federal income tax consequences to AngioDynamics and participants in the 2020 Plan with respect to awards granted under the 2020 Plan. This summary is based upon the Code, Treasury Regulations, administrative pronouncements, and judicial decisions, in each case as in effect on the date hereof, all of which are subject to change (possibly with retroactive effect). The specific tax consequences for any participant will depend upon his or her individual circumstances. This summary does not address state, local, or non-U.S. tax consequences to AngioDynamics or participants in the 2020 Plan.

Tax Treatment of the Participants.

ISOs. A participant will recognize no income upon grant of an ISO and will generally incur no tax upon exercise of an ISO, provided that the participant is an employee when the ISO is granted and did not cease being an employee for more than three months prior to exercise of the ISO. If a participant holds the shares purchased upon exercise of the ISO (the “ISO Shares”) for more than one year after the date the ISO was exercised and for more than two years after the ISO’s grant date (the “required holding period” ), then the participant generally will realize long-term capital gain or loss (rather than ordinary income or loss) upon disposition of the ISO Shares in an amount equal to the difference between the amount realized upon such disposition and the exercise price of the ISOs.

If a participant disposes of ISO Shares prior to the expiration of the required holding period (a “disqualifying disposition”), then gain realized upon such disposition, to the extent of the difference between the ISO exercise price and the fair market value of the ISO Shares on the date of exercise, will be treated as ordinary income. Any additional gain will be capital gain, and treated as long-term capital gain if the ISO Shares were held by the participant for at least one year.

Note that the difference between the exercise price and fair market value of the ISO Shares on the date of exercise is an adjustment to income for purposes of the “alternative minimum tax” (“AMT”) provisions of the Code. However, if a disqualifying disposition of the ISO Shares occurs in the same calendar year as exercise of the ISO, there is no AMT adjustment with respect to those ISO Shares. Also, upon a sale of ISO Shares that is not a disqualifying disposition, your taxable income may be reduced in the year of sale by the excess of the fair market value of the ISO Shares at exercise over the amount paid for the ISO Shares.

Nonqualified Stock Options. A participant will not recognize any taxable income at the time a nonqualified stock option, or “NQSO,” is granted. However, upon exercise of a NQSO, a participant must generally include in income as compensation an amount equal to the difference between the fair market value of the shares on the date of exercise and the NQSO’s exercise price. The included amount must be treated as ordinary income by the participant and will be subject to income tax withholding by us if the participant is an employee. Upon disposition of the shares by a participant, the participant will generally recognize capital gain or loss in an amount equal to the difference between the amount received on disposition and the fair market value of the shares on the date of exercise. This gain will generally be long-term capital gain if the participant has held the shares for at least one year.

Stock Appreciation Rights. A grant of a stock appreciation right has no federal income tax consequences at the time of grant. Upon the exercise of stock appreciation rights, the value of the shares or other consideration received is generally taxable to the recipient as ordinary income, which will be subject to income tax withholding by us if the participant is an employee.

Restricted Stock. A participant receiving restricted shares for services recognizes taxable income when the shares become vested, generally when they are transferable or no longer subject to a substantial risk of forfeiture. Upon vesting, the participant will generally include in ordinary income an amount, which will be subject to income tax withholding by us if the participant is an employee, equal to the difference between the fair market value of the shares at the time they become substantially vested and the amount paid for the shares (if any).

Upon disposition of the shares by a participant, the participant will generally recognize capital gain or loss in an amount equal to the difference between the amount received on disposition and the fair market value of the shares on the date of exercise. This gain will generally be long-term capital gain if the participant has held the shares for at least one year.

A participant can file an election with the IRS (an “83(b) Election”), not later than 30 days after the date of the transfer of the restricted shares, to include in income as compensation (treated as ordinary income), in the year of the transfer of such restricted shares, an amount equal to the difference between the fair market value of such shares on the date of transfer and any amount paid for such shares. The included amount must be treated as ordinary income by the participant and will be subject to income tax withholding by us if the participant is an employee. Income is not again required to be included upon the lapse of the restrictions. Upon disposition of the shares by a participant, the participant will generally recognize capital gain or loss in an amount equal to the difference between the amount received on disposition and the fair market value of the shares on the date of grant. This gain will generally be long-term capital gain if the 83(b) Election was made at least one year prior to the disposition.

Restricted Stock Units. A participant receiving a restricted stock unit will generally recognize ordinary income in an amount equal to the money or the fair market value of the shares or other consideration received at the time of their receipt, which will be subject to income tax withholding by us if the participant is an employee.

Code Section 409A. Section 409A of the Code (“Section 409A”) imposes significant restrictions on a range of nonqualified deferred compensation plans, along with a penalty on a participant receiving compensation under a plan that does not meet the requirements of Section 409A.

The definition of a nonqualified deferred compensation plan is broad and could include certain awards granted under the 2020 Plan. Certain compensation under the 2020 Plan, however, would not be subject to Section 409A, such as options where the exercise price is at least equal to fair market value on the date of grant, and transfers of property subject to Section 83 of the Code (other than option grants).

Amounts deferred under a nonqualified deferred compensation plan that do not comply with Section 409A may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties, and additional state taxes). To the extent applicable, the 2020 Plan and awards granted under the 2020 Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code.

Tax Treatment of AngioDynamics

Subject to any withholding requirement, the standard of reasonableness, and (if applicable) Section 162(m) of the Code (which generally limits our annual compensation deduction attributable to certain of our executive officers to $1 million annually), we generally will be entitled to a deduction to the extent any participant recognizes ordinary income from an award granted under the 2020 Plan. As in previous years, the potential deductibility of compensation is only one of many considerations that the committee will take into account when determining awards under the 2020 Plan, and we believe it is important that the committee retain flexibility and authority to grant or adjust awards under the 2020 Plan as needed to address particular circumstances, or unexpected, unusual, or non-recurring events, or to attract and retain key executive talent, even if this results in the grant or settlement of awards under the 2020 Plan that are not deductible (whether by application of Section 162(m), to the extent applicable, or otherwise). Therefore, the committee may make awards under the 2020 Plan that are not deductible if, in its judgment, such payments are advisable to achieve our compensation objectives.

New Plan Benefits/Prior Option Awards

The shares of common stock issuable pursuant to the terms of the 2020 Plan are available for awards to all eligible participants of the plan. Because awards under the 2020 Plan are made in the discretion of the committee, however, the identity of future award recipients and the size and terms of future awards are not known at this time.

Since the inception of the 2020 Plan, the following individuals and groups have received stock options under the 2020 Plan covering the indicated number of shares of our common stock:


Individual/Group			Number of Options
James C. Clemmer - President, CEO			179,197
Stephen A. Trowbridge - EVP, CFO			38,778
David D. Helsel - SVP, Global Operations and R&D			19,672
Chad T. Campbell - SVP & GM, Vascular Access and Oncology			21,264
Laura Piccinini - SVP & GM, International			68,331
All current executive officers as a group			343,643
All current directors who are not executive officers as a group			—
Each nominee for election as a director			—
Each associate of any such directors, executive officers or nominees			—
Each other person who received or is to receive 5% of such options			—
All employees, including all current officers who are not executive officers, as a group			285,401

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO APPROVE AMENDMENTS TO THE ANGIODYNAMICS, INC. 2020 EQUITY INCENTIVE PLAN.

PROPOSAL NO. 5 - APPROVAL OF “SAY-ON-PAY FREQUENCY” ADVISORY VOTE ON A NON-BINDING RESOLUTION TO DETERMINE THE FREQUENCY OUR SHAREHOLDERS WILL BE ASKED TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Securities Exchange Act, as amended pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, public companies are required to submit a proposal to their shareholders regarding the frequency of “Say-on-Pay” votes at least every six years. We last held this vote at our 2017 Annual Meeting.

The Board of Directors believes that it is in the best interest of the Company and its shareholders that a “Say-on-Pay” vote be held annually. We believe that this frequency is appropriate for several reasons. An advisory vote on executive compensation held annually would best enable our shareholders to timely express their views on the company’s executive compensation program and enable the Board and the Compensation Committee to determine current shareholder sentiment. While our executive compensation programs are designed to promote long-term connection between pay and performance, the Board recognizes that executive compensation disclosures are made annually. An annual advisory vote on executive compensation will provide the company with more direct and immediate feedback on our compensation disclosures.

Although the Board recommends a “say-on-pay” vote annually, shareholders will be able to specify one of the following four frequency choices for this proposal on the proxy card: 1 year, two years, three years or abstain from voting. Shareholders are not voting to approve or disapprove of the Board’s recommendation.

Although this advisory vote regarding the frequency of say-on-pay votes is non-binding on the Board, the Board and the Compensation Committee will review the voting results and take them into consideration when deciding how often to conduct future say-on-pay shareholder advisory votes. In addition, in the event the company makes a material change to its executive compensation policies affecting named executive officers and a say-on-pay vote is not otherwise scheduled for the first year to which such change will be disclosed in the proxy statement, then the company intends to accelerate the say-on-pay voting schedule and conduct a say-on-pay vote for that year. The Board will disclose its position on the frequency of future advisory votes on executive compensation in the investor relations section of our website at www.angiodynamics.com.

In the absence of a majority of votes cast in support of any one frequency, the option of 1 year, two years, or three years that receives the greatest number of votes will be considered the frequency selected by our stockholders.

If the shareholders agree with the Board of Directors recommendation regarding the frequency of “Say-on-Pay” proposals, the next “Say-on-Pay” proposal (after the proposal contained in this proxy statement as Proposal No. 3) would be included in the proxy statement relating to our 2024 Annual Meeting of Shareholders.

Unless otherwise instructed, the proxies will vote for the "1 year" frequency alternative.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR "1 YEAR" AS THE FREQUENCY OUR SHAREHOLDERS WILL BE ASKED TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

There were no related party transactions pursuant to Item 404 of Regulation S-K during our fiscal year ended May 31, 2023.

Policy on Related Party Transactions

On July 27, 2007, the Board of Directors approved a Related Person Transaction Policy. The policy defines “Related Person Transaction” as certain transactions, arrangements or relationships in which the Company participates, the amount exceeds $50,000 and certain related persons have a material interest. Under the policy, any potential Related Person Transaction, including for example the purchase of goods or services, guarantees of indebtedness or employment, must be pre-approved by the Audit Committee unless circumstances make pre-approval impracticable. In the latter case, management is allowed to enter into the transaction, but the transaction remains subject to ratification by the Audit Committee at a subsequent Audit Committee meeting. In determining whether to approve or ratify a Related Person Transaction, the Audit Committee will take into account a number of factors, including the related person’s interest and approximate dollar amount of the transaction, as well as, whether the transaction occurred in the ordinary course of business or through a competitive bid process. On an annual basis, the Audit Committee will review and assess ongoing Related Person Transactions to determine whether the relationships remain appropriate.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of initial ownership and changes in ownership with the SEC. Based solely on our review of copies of such forms received by us, or on written representations from certain reporting persons that no reports were required for such persons, we believe that, during the fiscal year ended May 31, 2023, all of our executive officers, directors and 10% shareholders complied with all Section 16 filing requirements, except as follows:

Mr. Richard Rosenzweig, our former General Counsel filed one late Form 4 (relating to an exempt disposition of common stock to cover taxes related to the vesting of restricted stock units that was previously reported).

ANNUAL REPORT

Any AngioDynamics shareholder may obtain without charge additional copies of our annual report on Form 10-K for the fiscal year ended May 31, 2023 (without exhibits), as filed with the SEC, by writing to:

General Counsel

AngioDynamics, Inc.

14 Plaza Drive

Latham, New York 12110

SHAREHOLDER PROPOSALS AND NOMINATIONS

Under Rule 14a-8 under the Exchange Act, shareholders may present proper proposals for inclusion in our proxy statement and for consideration at our next Annual Meeting of Shareholders. To be eligible for inclusion in our 2024 proxy statement pursuant to Rule 14a-8, your proposal must be received by us no later than May 31, 2024 and must otherwise comply with Rule 14a-8. While the Board of Directors will consider shareholder proposals, we reserve the right to omit from our proxy statement shareholder proposals that we are not required to include under the Exchange Act, including under Rule 14a-8.

In addition, our By-Laws contain an advance notice provision with respect to matters to be brought before an Annual Meeting of Shareholders, including nominations for directors, and not included in our proxy statement. If you would like to nominate a director or bring any other business before the shareholders at the 2024 Annual Meeting, you must comply with the procedures contained in the By-Laws and you must notify us in writing, and such notice must be delivered to or received by our Secretary no earlier than July 17, 2024 and no later than August 16, 2024. However, if the fiscal 2024 Annual Meeting is called for a date that is not within 25 days before or after November 14, 2023, notice must be received by our Secretary no later than the later of (i) the close of business on the 90th day before the 2024 Annual Meeting and (ii) the close of business on the 10th day following the day on which notice of the 2024 Annual Meeting was mailed to shareholders or public disclosure of the date of the 2024 Annual Meeting was made, whichever first occurs.

You may write to our Secretary at our principal executive office, 14 Plaza Drive, Latham, New York 12110, to deliver the notices discussed above and to request a copy of the relevant By-Law provisions regarding the requirements for making shareholder proposals and nominations of directors.

OTHER MATTERS

As of the date of this proxy statement, we know of no matters other than those set forth herein that will be presented for consideration at the meeting. If any other matter or matters are properly brought before the meeting or any adjournment thereof, the persons named in the accompanying proxy will have discretionary authority to vote, or otherwise act, with respect to such matters in accordance with their judgment.

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 1.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 2.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 3.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 4.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 5.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 6.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 7.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 8.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 9.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 10.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 11.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 12.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 13.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 14.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 15.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Pg 16.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Proxy Card Pg 1.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Proxy Card Pg 2.jpg

https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Proxy Card Pg 3.jpg