Document


 
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)
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(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:


 
 




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14 Plaza Drive
Latham, New York 12110
(518) 798-1215

September 3, 2020
Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of AngioDynamics, Inc. to be held on Tuesday, October 13, 2020 at 12:00 p.m., Eastern Time. In light of the public health impact of the coronavirus (“COVID-19”) pandemic and in order to protect the health and well-being of our shareholders, directors and employees, the Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2020. 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 ended May 31, 2021;
(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 approve the AngioDynamics, Inc. 2020 Equity Incentive Plan;
(v)
consider and vote upon a proposal to approve the amended AngioDynamics, Inc. Employee Stock Purchase Plan to increase the total number of shares of common stock reserved for issuance under the plan from 3,500,000 to 4,000,000; 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, 2020 and a form of 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 and 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, the approval of the AngioDynamics, Inc. Employee Stock Purchase Plan, as amended, to increase the total number of shares of common stock reserved for issuance under the plan from 3,500,000 to 4,000,000 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. As a result of changes in applicable law, banks and brokers can no longer 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,
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James C. Clemmer
Chief Executive Officer



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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

September 3, 2020
You are cordially invited to attend the Annual Meeting of Shareholders of AngioDynamics, Inc. to be held on Tuesday, October 13, 2020 at 12:00 p.m., Eastern Time. In light of the public health impact of the COVID-19 pandemic and in order to protect the health and well-being of our shareholders, directors and employees, the Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2020. There will be no physical in-person meeting.
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  ended May 31, 2021;
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 approve the AngioDynamics, Inc. 2020 Equity Incentive Plan;
5.
To vote upon a proposal to approve the amended AngioDynamics, Inc. Employee Stock Purchase Plan to increase the total number of shares of common stock reserved for issuance under the plan from 3,500,000 to 4,000,000; 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 Friday, August 21, 2020, 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/ANGO2020. 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,
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Stephen A. Trowbridge, Executive Vice President and Chief Financial Officer

Latham, New York







Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to be Held on October 13, 2020.
Our Proxy Statement for the 2020 Annual Meeting of Shareholders, the proxy card, and annual report on Form 10-K for our fiscal year ended May 31, 2020 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 3, 2020 to all shareholders of record on August 21, 2020.



TABLE OF CONTENTS
Page
Proxy Statement
Introduction1
General Information About the Meeting1
PROPOSAL I - ELECTION OF DIRECTORS
Nominees6
Recommendation of the Board of Directors8
Other Directors9
CORPORATE GOVERNANCE
MEETINGS AND BOARD COMMITTEES
OWNERSHIP OF SECURITIES
Equity Compensation Plan Information 18
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis 20
Summary Compensation Table for Fiscal Year 202032
Grants of Plan-Based Awards for Fiscal Year 202034
Outstanding Equity Awards at Fiscal 2020 Year-End35
Option Exercises and Stock Vested for Fiscal Year 202036
Estimates of Potential Payments Upon Termination or Change in Control 37
CEO Pay Ratio38
Director Compensation Table39
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Recommendation of the Board of Directors40
AUDIT MATTERS
Audit Committee Report41
Principal Accounting Fees and Services42
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm42
PROPOSAL 3 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Adoption of Proposal 344
Recommendation of the Board of Directors44
PROPOSAL 4 - APPROVAL OF THE ANGIODYNAMICS, INC. 2020 EQUITY INCENTIVE PLAN
Summary Description of the 2020 Plan
46
Summary of Federal Income Tax Consequences under the 2020 Plan
48
Recommendation of the Board of Directors50
PROPOSAL 5 - AMENDMENT OF THE ANGIODYNAMICS, INC. EMPLOYEE STOCK PURCHASE PLAN
Summary Description of the ESPP Plan (as amended)51
Summary of Federal Income Tax Consequences under the 2020 Plan53
Recommendation of the Board of Directors53
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DELINQUENT SECTION 16(a) REPORTS
ANNUAL REPORT
SHAREHOLDER PROPOSALS AND NOMINATIONS
OTHER MATTERS
APPENDIX A59
APPENDIX B74




ANGIODYNAMICS, INC.
14 Plaza Drive
Latham, New York 12110
 
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF ANGIODYNAMICS, INC.
October 13, 2020
 
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 2020 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 October 13, 2020 at 12:00 p.m., Eastern Time. In light of the public health impact of the COVID-19 pandemic and in order to protect the health and well-being of our shareholders, directors and employees, the Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2020. There will be no physical in-person meeting. Only shareholders who held shares at the close of business on Friday, August 21, 2020 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/ANGO2020. 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 September 3, 2020 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.
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 2023 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, 2021.
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. The AngioDynamics, Inc. 2020 Equity Incentive Plan
Approval of the AngioDynamics, Inc. 2020 Equity Incentive Plan.
5. The AngioDynamics, Inc. Employee Stock Purchase Plan
Approval of the amended AngioDynamics, Inc. Employee Stock Purchase Plan to increase the total number of shares of common stock reserved for issuance under the plan from 3,500,000 to 4,000,000 shares.
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
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about September 3, 2020, 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, 2020 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 August 21, 2020, 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 37,873,482 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 October 12, 2020. 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. 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/ANGO2020. The webcast will start on October 13, 2020 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
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in to the webcast by visiting www.virtualshareholdermeeting.com/ANGO2020. The webcast will begin promptly at 12:00 p.m., Eastern Time on October 13, 2020. 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 II 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, 2021;
“FOR” the approval (on an advisory basis) of the compensation of our named executive officers;
“FOR” the approval of the AngioDynamics, Inc. 2020 Equity Incentive Plan;
“FOR” the approval of the AngioDynamics, Inc. Employee Stock Purchase Plan, as amended, to increase the total number of shares of common stock reserved for issuance under the plan from 3,500,000 to 4,000,000; and
with respect to any other matter that may properly be brought before the Annual Meeting, in accordance with the judgment of the person or persons voting. 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
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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 Stock Market, 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 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, Proposal 3, Proposal 4 and Proposal 5, 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 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, 2021 (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), 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. The "Say-on-Pay" vote is an advisory vote and is 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 vote into account in making determinations concerning executive compensation.
For the approval of the AngioDynamics, Inc. 2020 Equity Incentive Plan (Proposal 4), and the approval of the AngioDynamics, Inc. Employee Stock Purchase Plan, as amended (Proposal 5), 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, the approval of the AngioDynamics, Inc. 2020 Equity Incentive Plan in Proposal 4, or the approval of the AngioDynamics, Inc. Employee Stock Purchase Plan, as amended, in Proposal 5 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.
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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.
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PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees
Our Board of Directors currently consists of nine directors. 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 2023 and until each of their successor is duly elected and qualified. The Class I directors 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 successor 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.
On August 11, 2020, Kevin J. Gould notified the Board that he intends to retire from the Board, effective upon the occurrence of the Annual Meeting. Upon Mr. Gould’s retirement, the Board will consist of eight members.
As of August 30, 2020, the following Directors served on the following committees:
Committee Memberships
NameAgeDirector SinceIndependentBACCCNCCGC
Eileen O. Auen572016YMC
Howard W. Donnelly592004YC
Kevin J. Gould662010YMMM
Wesley E. Johnson, Jr.622007YMMC
Karen A. Licitra602019YMMM
Dennis S. Meteny672004YMC
Jan Stern Reed602016YMMM
Michael E. Tarnoff512019YMM
James C. Clemmer562016NM

ACAudit CommitteeBBoard of Directors
CCCompensation CommitteeCChair
NCCGCNominating, Compliance and Corporate Governance CommitteeMMember

Set forth below are the names, principal occupations and director positions on public companies, in each case, for the past five years, ages of the directors and nominee, 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.


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Class II Directors (Term expiring at the 2020 Annual Meeting):
EILEEN O. AUENDirector since 2016
Former Executive Chairman
age 57
Helios
Ms. Auen most recently served as Executive Chairman of Helios, a $1 billion healthcare services firm formed by the merger of PMSI 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 Lead Director for ICF International (NASDAQ:ICFI). She also serves as a member of the Board of Directors for Medstar Union Memorial Hospital and Tufts Health Plan. Ms. Auen is the Chairperson of our Compensation Committee.
Director Qualifications: Ms. Auen’s extensive experience in the health care industry, including at PMSI, Aetna, APS Healthcare and Tufts Health Plan, 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. CLEMMERDirector since 2016
President and Chief Executive Officer
age 56
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. Mr. Clemmer previously served as a member of the Board of Directors of Lantheus Medical Imaging.
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.
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HOWARD W. DONNELLY Director since 2004
Former President and CEO
age 59
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 is currently on the Board of Directors 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.
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 REEDDirector since 2016
Former Senior Vice President, General Counsel and Corporate Secretary
age 60
Walgreens Boots Alliance, Inc.
Ms. Reed was most recently Senior Vice President, General Counsel and Corporate Secretary 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 as Executive Vice President of Human Resources, General Counsel and Corporate Secretary of Solo Cup Company, and 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). 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 and 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 nominee.

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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 2021 Annual Meeting):
WESLEY E. JOHNSON, JR.Director since 2007
Former Divisional Vice-President and General Manager
age 62
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 and has served as a director of Minimus Spine, Inc., a private medical device company since May 2012. 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 Cardiokinetix 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. LicitraDirector since 2019
Former Corporate Vice President for Worldwide Government Affairs and Policy
age 60
Johnson and Johnson
Ms. Licitra was appointed to fill a vacancy on our Board of Directors on July 17, 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. Ms. Licitra currently serves on the Board of Directors of Si-Bone, Inc., 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.

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Class I Directors (Term expiring at the 2022 Annual Meeting):
KEVIN J. GOULDDirector since 2010
Former Chief Operating Officer
age 66
Tyco Healthcare
From 1991 to 2007, Mr. Gould held various management positions for the Kendall Company, which later became Tyco Healthcare, a division of Tyco International, Ltd., serving as COO of Tyco Healthcare from 2005 to 2007 and as President, North America, from 2000 to 2005. Tyco Healthcare became a public company in 2007 and is now known as Covidien. Mr. Gould served on the Board of Trustees of St. Elizabeth’s Hospital in Brighton, Massachusetts. Mr. Gould holds a B.A. from St. Anselm’s College in Manchester, New Hampshire and an M.B.A. from Anna Maria College in Paxton, Massachusetts. Mr. Gould is member of our Compensation Committee and our Nominating, Compliance and Corporate Governance Committees. On August 11, 2020, Kevin J. Gould notified the Board that he intends to retire from the Board, effective upon the occurrence of the Annual Meeting.
Director Qualifications: Mr. Gould’s service as COO and President, North America of Tyco Healthcare provides our Board with valuable business, leadership and management experience, particularly with respect to the numerous operational, financial, business and strategic issues faced by a growing, diversified medical device company.

DENNIS S. METENYDirector since 2004
Director
age 67
Blue Water Growth LLC
Since January 2014, 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.
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.

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MICHAEL E. TARNOFF, MDDirector since 2019
Chair, Department of Surgery and Surgeon-in-Chief
age 51
Tufts Medical Center
Since June 2019, Dr. Tarnoff has been 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 and 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, Dr. Tarnoff provides the Board of Directors with deep, expert knowledge in patient care and the United States health care system.

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CORPORATE GOVERNANCE
Director Independence
The listing standards of The Nasdaq Stock Market LLC 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, Reed and Licitra, and Messrs. Donnelly, Gould, 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 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, résumés 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 currently in office attended our 2019 Annual Meeting of Shareholders.
Compliance Program
Our Board of Directors has adopted a written Code of Business Conduct and Ethics for our Company. Our Code of Business Conduct and Ethics is available at our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Governance Documents-Code of Ethics” caption. All Company officers, employees, and directors are required to comply with our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics 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 Business Conduct and Ethics 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 Officer and Director of Internal Audit for investigation. The Audit Committee is informed of any matters reported to the Company’s Corporate Compliance Officer and Director of Internal Audit, whether through the Compliance Hotline, management, or otherwise, involving accounting, internal control, or auditing matters. Matters reported to the Company’s Corporate Compliance Officer and Director of Internal Audit, 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 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 dollars 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).

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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 what steps management is taking 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 a 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.
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MEETINGS AND BOARD COMMITTEES
Committees of the Board
During our fiscal year ended May 31, 2020, our Board of Directors had three standing committees, the members of which have been elected 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, 2020, the members of the Audit Committee were Dennis S. Meteny, Jeffrey G. Gold (through October 15, 2019), 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. Ms. Licitra joined the Audit Committee on January 22, 2020. 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 eleven times during our fiscal year ended May 31, 2020. All of such meetings were attended, either in person or telephonically, by all of the members of the Audit Committee. The Audit Committee did not take action by unanimous written consent during the fiscal year ended May 31, 2020.
The report of the Audit Committee begins on page 40 of this proxy statement.
Compensation Committee
The Compensation Committee is responsible for:
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
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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, 2020.

During our fiscal year ended May 31, 2020, the members of the Compensation Committee were Eileen O. Auen, Kevin J. Gould, Jeffery G. Gold (through October 15, 2019), and Karen Licitra, each of whom has been determined by our Board of Directors to be independent under the Nasdaq listing standards. The Compensation Committee met seven times during our fiscal year ended May 31, 2020. All of such meetings were attended, either in person or telephonically, by all of the members of the Compensation Committee. The Compensation Committee took action by written consent on four occasions during the fiscal year ended May 31, 2020.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2020, 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 potential 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 manage 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
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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.
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, 2020, the members of the Nominating, Compliance and Corporate Governance Committee were Wesley E. Johnson, Jr., Kevin J. Gould, Jan Stern Reed and Michael E. Tarnoff. Mr. Tarnoff joined the Committee on October 16, 2019. Each director who served on the Nominating, Compliance and Corporate Governance Committee has been determined by our Board of Directors to be independent under the Nasdaq listing standards. Mr. Johnson serves as the Chair of the Committee. The Nominating, Compliance and Corporate Governance Committee met ten times during the fiscal year ended May 31, 2020. 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 one time during the fiscal year ended May 31, 2020.
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 at least 90 days but no more than 120 days prior to the anniversary date of the previous year’s Annual Meeting. Assuming that the appropriate information has been timely provided, the Committee will consider these candidates in the same manner as it considers other Board candidates it identifies. 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 nine meetings, either in person or by telephone, and took action by unanimous written consent three times during our fiscal year ended May 31, 2020. 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.

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OWNERSHIP OF SECURITIES
The following table sets forth the AngioDynamics common stock beneficially owned by each of our directors, each of our named executive officers, all of our 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 August 31, 2020. 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 August 31, 2020, there were 37,873,482 shares of our common stock outstanding. As of August 31, 2020, no director or executive officer beneficially owned more than 1% of the shares of our outstanding common stock. As of August 31, 2020, AngioDynamics’ current directors and executive officers as a group beneficially own 3.8% of the shares of common stock outstanding.
Significant Shareholders
Name of Beneficial Owner
Number of Shares of Common Stock Owned as of August 31, 2020(a)
% of Outstanding Shares
Of Number of Shares Beneficially Owned, Number that May be Acquired Within 60 Days of August 31, 2020
5% Owners   
BlackRock, Inc.
    55 East 52nd Street
    New York, NY 10022
6,311,717 (b)
16.8 % 
Victory Capital Management Inc.
    4900 Tiedeman Road, 4th Floor
    Brooklyn, Ohio 44144
4,588,283 (c)
12.2 % 
Dimensional Fund Advisors LP
    Palisades West, Building One
    6300 Bee Cave Road
    Austin, TX, 78746
3,127,874 (d)
8.3 % 
The Vanguard Group
    100 Vanguard Boulevard
    Malvern, PA 19355
2,370,699 (e)
6.3 % 
Beneficial Ownership of Management
Non-Employee Directors
Eileen O. Auen40,090 *18,750 
Howard W. Donnelly86,239 *10,693 
Kevin J. Gould72,874 *10,693 
Wesley E. Johnson, Jr.71,947 *10,693 
Karen A. Licitra7,057 * 
Dennis S. Meteny93,491 *10,693 
Jan Stern Reed40,406 *18,750 
Michael C. Tarnoff, MD * 
Named Executive Officers
James C. Clemmer554,436 *381,681 
Stephen A. Trowbridge103,110 *61,299 
Scott Centea34,705 *12,000 
David D. Helsel 41,479 *35,736 
Michael C. Greiner * 
Brent J. Boucher * 
All directors and executive officers as a group (18 persons)(f)
1,459,071 3.8 %831,534 
 * Represents less than one percent of the number of shares outstanding at August 31, 2020.
(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 August 31, 2020 and restricted stock units that will vest within 60 days of August 31, 2020 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
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(b)
Share ownership information based upon a Schedule 13G/A filed by BlackRock, Inc. on February 4, 2020.  According to the Schedule 13G/A, Blackrock, Inc. has sole voting power with respect to 6,223,434 shares and sole dispositive power with respect to 6,311,717 shares.
(c)
Share ownership information based upon a Schedule 13G filed by Victory Capital Management Inc. on January 29, 2020. According to the Schedule 13G, Victory Capital Management Inc. has sole voting power with respect to 4,523,983 shares and sole dispositive power with respect to 4,588,283 shares. According to the Schedule 13G, the clients of Victory Capital Management Inc., including investment companies registered under the Investment Company Act of 1940 and separately managed accounts, have the right to receive or the power to direct the  receipt of dividends from, or the proceeds from the sale of, the class of securities reported herein. No client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of such class except the Victory Sycamore Small Company Opportunity Fund an investment company registered under the Investment Company Act of 1940, which has an interest of 10.41% of the class.
(d)
Share ownership information is based upon a Schedule 13G/A filed by Dimensional Fund Advisors LP on February 12, 2020. According to the Schedule 13G/A, Dimensional Fund Advisors serves as investment adviser to four investment companies and serves as investment manager to certain other commingled group trusts and separate accounts (collectively, the “Funds”). In its role as investment adviser, neither Dimensional Fund Advisors nor its subsidiaries possess voting and/or investment power over the securities of the Issuers that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer 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 3,027,572 shares and sole dispositive power with respect to 3,127,874 shares.
(e)
Share ownership information is based upon a Schedule 13G/A filed by the Vanguard Group on February 12, 2020. According to the Schedule 13G/A, the Vanguard Group has sole voting power with respect to 34,761 shares, shared voting power with respect to 3,113 shares, sole dispositive power with respect to 2,336,725 shares and shared dispositive power with respect to 33,974 shares. According to the 13G/A, Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 30,861 shares or .08% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. According to the 13 G/A Vanguard Investments Australia, Ltd. ("VIA"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 7,013 shares or .01% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings.
(f)
Includes all of the persons identified as non-employee directors and named executive officers Mr. Chad Campbell, SVP and GM-Vascular Access, Mr. Benjamin Davis, SVP Business Development, Mr. Warren Nighan, SVP RA/QA, Ms. Bronfen-Moore, SVP HR and Ms. Kimberly Seabury, SVP IT. Mr. Campbell owns 116,796 shares of common stock, including 102,787 shares that may be acquired within 60 days of August 31, 2020. Mr. Davis owns 92,265 shares of common stock, including 79,092 shares that may be acquired within 60 days of August 31, 2020. Mr. Nighan owns 63,732 shares of common stock, including 56,768 shares that may be acquired within 60 days of August 31, 2020. Ms. Seabury owns 40,444 shares of common stock, including 21,899 shares that may be acquired within 60 days of August 31, 2020.
 
Equity Compensation Plan Information
The following table sets forth information, as of May 31, 2020, 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 (2)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (3)
Equity compensation plans approved by security holders
2,476,795(1)
$17.441,319,903 
Equity compensation plans not approved by security holders
200,000 (4)
$12.14None
Total2,676,795 $16.891,319,903 

(1)Includes (i) 1,738,753 stock options with a weighted-average exercise price of $17.44, (ii) 464,921 restricted stock units, and (iii) 273,121 performance share units.
(2)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.
(3)Reflects the number of securities remaining available for future issuance under the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan, as amended.
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(4)Includes 200,000 stock options with a weighted-average exercise price of $12.14. On April 1, 2016, the Company entered into an employment agreement with James C. Clemmer to secure his service as President and Chief Executive Officer of the Company. As part of his employment agreement, the Company granted Mr. Clemmer 250,000 performance share awards, 200,000 options at an exercise price of $12.14, and 50,000 restricted stock units. The awards were granted as an inducement material to Mr. Clemmer’s entering into employment with the Company, within the meaning of Nasdaq Listing Rule 5635.

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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Business and Performance Overview
In evaluating the operating performance of our business, management focuses on revenue, gross margin, operating income, earnings per share and cash flow from operations. A summary of these key financial metrics for the year ended May 31, 2020 compared to the year ended May 31, 2019 follows:
Year ended May 31, 2020:
Revenue decreased by 2.4% to $264.2 million
Gross margin as a percentage of sales decreased by 70 bps to 56.9%
Operating loss increased by $157.7 million to $167.1 million
Operating loss for our fiscal year ended May 31, 2020 was impacted by a one-time write-down of goodwill
Loss per share increased $4.09 to $4.39
Loss per share for our fiscal year ended May 31, 2020 was driven by a one-time write-down of goodwill
Cash flow from operations decreased by $52.0 million to cash used in operations of $14.6 million
COVID-19 Global Pandemic
At of the end of our third fiscal quarter ended February 29, 2020, we reported year over year growth for the quarter equal to 9.3% and year to date equal to 5.7%, when excluding sales of the Asclera product that was discontinued during fiscal 2019. During the fourth quarter of our fiscal year, our business and the world was significantly impacted by the COVID-19 global pandemic. Our business was negatively impacted as hospitals began restricting access for all non-essential employees and procedures in the early part of March. These restrictions led to a decline in procedural volumes, which significantly impacted our sales in the latter part of March and April. This revenue impact coupled with deliberate actions discussed in more detail below, negatively impacted our gross margins. Management adjusted the manner in which they steered the Company to address the uncertainty resulting from the COVID-19 global pandemic, including:
Focused on expense management and our cash position. We generated $2.2 million of cash during the fourth quarter. We focused on expense management while maintaining essential investments in our primary growth drivers: AngioVac, Auryon and NanoKnife.
Prioritized safety and continuity in our manufacturing facilities. We made process and work flow changes to create appropriate social distancing and interaction reduction and increased the frequency of cleaning and disinfecting. We made a conscious decision to maintain operations at the expense of gross margin. This allowed us to continue to serve our customers and respond to fluctuations in demand.
Increased flexibility for our employees. We facilitated the ability for our office-based and field-based employees to effectively work remotely and provided them with the necessary tools.
Maintained our work force. During the fourth quarter, we maintained our work force and did not engage in any reductions in force, lay-offs or furloughs. We maintained all of our production employees to ensure our ability to manufacture products and meet customer demands during the uncertainty created by COVID-19 and we maintained all of our office-based and field-based employees to ensure that we did not negatively impact our ability to continue our investments in our long-term growth drivers. We did not apply for or accept any state or federal cash assistance during our fiscal year ended May 31, 2020.

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 predetermined comparable group through a combination of fixed and variable compensation. Our compensation program supports our “pay for performance” philosophy by targeting compensation
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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. 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.
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 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.
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, 2020, Ms. Auen, Mr. Gould, Ms. Licitra and Mr. Gold 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.
Named Executive Officers
AngioDynamics’ named executive officers (or "NEOs") for fiscal year 2020 are as follows:
Executive Officer
Title
James C. ClemmerPresident and CEO
Stephen A. TrowbridgeExecutive Vice President and CFO
Scott Centea
Senior Vice President and GM of Global Vascular Interventions and Therapies and Peripheral Artery Disease
David D. Helsel
Senior Vice President of Global Operations and Research and Development
Michael C. GreinerFormer Executive Vice President and CFO
Brent J. BoucherFormer Senior Vice President and GM of Oncology
On October 16, 2019, the Company and Mr. Greiner mutually agreed that he would not continue in his role as EVP and CFO, effective as of October 23, 2019. Mr. Greiner departed the Company on December 31, 2019. Mr. Trowbridge served as our Senior Vice President and General Counsel and was appointed interim Chief Financial Officer on October 23, 2019. On February 5, 2020, Mr. Trowbridge was appointed EVP, CFO and interim General Counsel. Subsequent to the end of our fiscal year, on July 10, 2020 the role of SVP, GM of Oncology was eliminated and Mr. Boucher left the Company.
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This Compensation Discussion and Analysis and the tables that follow describe compensation decisions regarding our NEOs, including two executives who have left AngioDynamics. In fiscal year 2020, we experienced changes in the executive leadership team, including the departure of former EVP and CFO, Mr. Greiner and subsequent to the end of the year, our SVP and GM of Oncology, Mr. Boucher. Pursuant to Securities and Exchange Commission rules, compensation information regarding the former officers are included in the tables and narrative below, as applicable. However, where the Compensation Committee did not assess compensation for these individuals, because they were no longer with the Company, their compensation is not described.
Components of Executive Compensation for Fiscal 2020
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.
During our fiscal year ended May 31, 2020, the Compensation Committee engaged Meridian Compensation Partners as its independent compensation consultant. The Committee assessed the independence of Meridian Compensation Partners and concluded that no conflict of interest exists with respect to their services to the Compensation Committee. In order to ensure a comprehensive review in preparing the information analyzed by the Compensation Committee, Meridian took the following
steps:

1)Reassessed the list of peer companies to be used in compensation benchmarking analysis. Meridian focused on publicly-traded medical device companies with revenues of approximately 33% – 300% our current revenue. The result of the analysis was the following updated peer group of 19 companies with our revenue positioned at approximately the median of the group at the time of selection.

ABIOMED, Inc.Cardiovascular Systems, IncGlobus Medical Inc.Nevro Corp.
Accuray IncorporatedCONMED Corporation K2M Group Holdings, Inc.NxStage Medical, Inc.
AtriCure, Inc.CryoLife, Inc.Lantheus Holdings, Inc.Orthofix Medical Inc.
Avanos Medical, Inc.Endologix, Inc.LeMaitre Vascular, Inc.Penumbra, Inc.
Glaukos CorporationMerit Medical Systems, Inc.RTI Surgical, Inc.

2)Compiled information, including analyzing and selecting peer companies, analyzing our historical and current compensation practices and philosophies, and determining comparable positions and job descriptions, with the assistance of the Compensation Committee and other key contributors.
3)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 2020 target compensation.
4)
Presented recommendations for comprehensive executive plan strategy and pay structure for the next fiscal year, 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.

The following table depicts the components of target compensation for our CEO and our other named executive officers established by our Compensation Committee for our fiscal year ending May 31, 2020. Each of the components is described in more detail below.
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https://cdn.kscope.io/acf8a4538f7b582ed904415b35151ff4-image32.jpg

https://cdn.kscope.io/acf8a4538f7b582ed904415b35151ff4-image11.jpghttps://cdn.kscope.io/acf8a4538f7b582ed904415b35151ff4-image21.jpg
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 the employment agreement with Mr. Clemmer, he will serve as the Company’s President and CEO for an initial two-year term, subject to successive one-year extensions unless either party notifies the other in writing not later than March 1 immediately prior to the anniversary of the employment agreement effective date, beginning on March 1, 2018 and each March 1 thereafter. Mr. Clemmer’s employment agreement provides him with an annual base salary ($720,000 in fiscal year 2020) 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 below. 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.
CFO Transition
Michael C. Greiner was appointed EVP and CFO on August 18, 2016. On October 16, 2019, the Company and Mr. Greiner mutually agreed that he would not continue in his role as EVP and CFO, effective as of October 23, 2019. Mr. Greiner departed the Company on December 31, 2019. Mr. Trowbridge served as our Senior Vice President and General Counsel and was appointed interim Chief Financial Officer on October 23, 2019. On November 18, 2019, the Company’s Compensation Committee approved, effective as of November 1, 2019, an additional $15,000 per month in compensation above Mr. Trowbridge’s current annual base salary of $360,000 for his service as interim Chief Financial Officer, for the period from November 1, 2019 through February 5, 2020. On February 5, 2020, Mr. Trowbridge was appointed permanent EVP, CFO and interim General Counsel. In connection with Mr. Trowbridge’s appointment, the Compensation Committee approved certain changes to Mr. Trowbridge’s compensatory arrangements. Mr. Trowbridge’s annual base salary increased to $400,000 and his annual bonus target level was increased to 60% of his base salary. Mr. Trowbridge’s target annual equity grant award level was increased to 150% of his base salary. In connection with Mr. Trowbridge’s appointment, he was granted equity awards, effective February 3, 2020, under the Company’s 2004 Stock and Incentive Award Plan consisting of (i) options to purchase 18,204 shares of common stock of the Company and (ii) 5,376 restricted stock units in respect of shares of common stock of the Company. The exercise price for the options is equal to the closing price of the Company’s common stock as reported on the NASDAQ Global Select Market on the date of the grant. The options will vest in four equal installments beginning on the first
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anniversary of the grant date and expire, if not exercised, on February 3, 2030. The restricted stock units will vest in four equal installments beginning on the first anniversary of the grant date.
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.
Following are the base salary increases for the named executive officers for fiscal year 2020 that were effective August 1, 2019. Due to the continued uncertainty created by the COVID-19 global pandemic we have held salaries constant for our fiscal year ended May 31, 2021 and there will be no increases.
Name
Fiscal 2019 Base Salary
Fiscal 2020 Base Salary
Percentage Increase
Fiscal 2021 Base Salary
Percentage Increase
James C. Clemmer$700,000$720,0003%$720,000
Stephen A. Trowbridge (1)
$337,000$400,00019%$400,000
Scott Centea (2)
$242,050$275,00014%$275,000
David D. Helsel $341,000$352,0003%$352,000
Michael C. Greiner (3)
$422,000$440,0004%N/AN/A
Brent J. Boucher (4)
$314,150$327,0004%N/AN/A

(1)
Mr. Trowbridge served as our Senior Vice President and General Counsel during our fiscal year ended May 31, 2020. Mr. Trowbridge’s base salary for fiscal year 2020 was $360,000. On October 23, 2019, Mr. Trowbridge was appointed interim Chief Financial Officer and on February 5, 2020, Mr. Trowbridge was appointed EVP, CFO and interim General Counsel. On November 18, 2019, the Company’s Compensation Committee approved, effective as of November 1, 2019, an additional $15,000 per month in compensation above Mr. Trowbridge’s current annual base salary of $360,000 for his service as interim Chief Financial Officer, for the period from November 1, 2019 through February 5, 2020. As of February 5, Mr. Trowbridge’s base salary was $400,000.
(2)
Mr. Centea was promoted to Senior Vice President of Global Vascular Interventions and Therapies and Peripheral Artery Disease on November 1, 2019.
(3)
On October 16, 2019, the Company and Mr. Greiner mutually agreed that he would not continue in his role as EVP and CFO, effective as of October 23, 2019. Mr. Greiner departed the Company on December 31, 2019.
(4)
On July 10, 2020, the position of SVP, GM of Oncology was eliminated and Mr. Boucher left the Company.

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, 2020, 60% of the annual cash incentive target was based upon pre-determined financial metrics and 40% of was based upon the achievement of pre-determined corporate objectives. For our named executive officers during our fiscal year ended May 31, 2020, the annual cash incentive targets were as follows: 30% based on our achievement of our pre-determined net sales target, 30% based on our achievement of our pre-determined adjusted EBITDA target, 20% based upon achievement of a corporate objective related to research and development and operating milestones and 20% based upon achievement of a corporate objective related to site initiation goals with respect to our IDE trial to study the use of NanoKnife to treat pancreatic cancer. The Compensation Committee uses net sales and adjusted EBITDA as the targets to measure financial performance because it believes these metrics are highly linked to creating long-term value for shareholders. For our fiscal year ended May 31, 2020, the Compensation Committee used corporate metrics related to research and development and operating milestones and site initiation goals with respect to our IDE trial to study the use of NanoKnife to treat pancreatic cancer because it believed that these two objectives were directly linked to creating long-term value for shareholders. Additional compensation up to a maximum of 100% of the target incentive payment amounts may be awarded if we overachieve our targets.
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For our fiscal year 2020, we achieved (A) 92.5% of our net sales target of $285.7 million, resulting in no payout of the target associated with net sales, (B) 87% of our adjusted EBITDA target of $20.6 million, resulting in a payout equal to 18% of the target associated with adjusted EBITDA, (C) 175% of our corporate objective related to research and development and operating milestones, and (D) 200% of site initiation goals with respect to our IDE trial to study the use of NanoKnife to treat pancreatic cancer. In total, for our fiscal year ended May 31, 2020, our named executive officers achieved 80% of our annual cash incentive targets. While our fiscal year 2020 results were negatively impacted by the COVID-19 global pandemic during our fourth fiscal quarter, the Compensation Committee determined not to make any adjustments to the targets or results for the fiscal year 2020 compensation program for our named executive officers.
In fiscal year 2020, 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 Base Salary
Total Amount Paid
James C. Clemmer100%80%$576,000
Stephen A. Trowbridge (1)
60%48%$194,000
Scott Centea (2)
50%32%$84,943
David D. Helsel
50%40%$140,800
Michael C. Greiner (3)
65%N/A
Brent J. Boucher50%40%$130,800

(1)
Mr. Trowbridge was named interim CFO on October 23, 2019 and EVP and CFO on February 5, 2020. Mr. Trowbridge’s short-term incentive compensation payout was determined as a pro rata payment using his target percentage of 50% of base salary for the period up to October 23, 2019 and using the target percentage of 60% of his salary for the period from October 23, 2019 through May 31, 2020.
(2)
Mr. Centea was promoted to Senior Vice President of Global Vascular Interventions and Therapies and Peripheral Artery Disease on November 1, 2019. Mr. Centea’s short term incentive compensation payout was determined as a pro rata payment using his target percentage of 25% of base salary for the period up to November 1, 2019 and using the target percentage of 50% of his salary for the period from November 1, 2019 through May 31, 2020.
(3)
Mr. Greiner left the Company on December 31, 2019 and was not eligible for any annual cash incentive payment.

Long-Term, Equity-Based Incentive Awards
In 2004, we adopted the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan, as amended, (the "2004 Plan"). The 2004 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 other 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.
Stock option and restricted stock unit grants generally are made to each named executive officer upon his or her joining AngioDynamics and satisfying the requirements for eligibility under the plan, with additional grants in the form of options, restricted stock units and performance share awards being made annually. Stock options granted under the 2004 Plan generally have a four-year vesting schedule. Stock options granted prior to May 1, 2007 or after June 1, 2017 generally expire ten years from the date of grant while stock options granted between May 1, 2007 and May 31, 2017 generally expire seven years from the date of grant. 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 unit 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 granted after October 16, 2019, each 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 predetermined goals. For the fiscal year 2020 awards, 50 percent of the performance shares will be measured based on the growth of our annual revenue over the three-year performance period and 50 percent based on the achievement of preset adjusted EPS goals for each of the three performance years. At the beginning of the performance period,
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the threshold, target and maximum revenue growth rates and adjusted EPS goals were set by the Compensation Committee for the entire three-year performance period.
At the end of each fiscal year during the performance period, one-third of the fiscal year 2020 performance share unit awards will be eligible to vest (from 0% to 200% of target) at the end of the three-year performance period based on the achieved annual revenue and adjusted EPS for the such fiscal year; however, the total number of shares otherwise eligible to vest at the end of the three-year performance period 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 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 2020 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 2020 is set forth in the table below.  
Abbott LaboratoriesGlaukos CorporationNovoCure Limited
Abiomed Inc.Globus Medical, Inc.NuVasive, Inc.
Accuray Inc.Hologic, Inc.Orthofix Medical Inc.
ArtiCure, Inc.IDEXX Laboratories, Inc.Penumbra, Inc.
Baxter International Inc.Inogen, Inc.ResMed Inc.
Becton, Dickinson & CompanyInsulet CorporationSteris Corporation
Boston Scientific CorporationInteger Holdings CorporationStryker Corporation
Cantel Medical Corp.Integra Lifesciences Holdings CorporationTandem Diabetes Care, Inc.
Cardiovascular Systems, Inc.Intuitive Surgical, Inc.Teleflex Incorporated
Conmed CorporationInvacare CorporationVarex Imaging Corporation
CryoLife, Inc.LivaNova PLCVarian Medical Systems, Inc.
Danaher CorporationMasimo CorporationWright Medical Group, N.V.
Dexcom, Inc.Medtronic plcZimmer Biomet Holdings, Inc.
Edwards Lifesciences CorpNatus Medical Incorporated
Envista Holdings CorporationNevro Corp.
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 and the applicable grant agreement.
The number of stock options, restricted stock units or performance share awards granted to each named executive officer is generally 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, 2020, the Compensation Committee set targets of total long-term incentive awards at 225% of base salary for the CEO, 150% of base salary for the former EVP and CFO and 85% of base salary for the other named executive officers (except for Mr. Centea, who was promoted to SVP and GM on November 1, 2019). For our fiscal year ended May 31, 2020, the total long-term incentive target comprises 50% of total value from performance share awards, 25% of total value from restricted stock units and 25% of total value from options.
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 of the four-year vesting provisions. 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.
For our fiscal year ended May 31, 2020, based upon the Black-Scholes valuation for our options as of July 17, 2019, the Compensation Committee granted the following options to our named executive officers as follows: 
26


Executive OfficerNumber of Options
James C. Clemmer83,967 
Stephen A. Trowbridge (1)
13,975 
Scott Centea(2)
 
David D. Helsel
11,615 
Michael C. Greiner25,621 
Brent J. Boucher10,790 

(1)
In addition to the options granted on July 17, 2019, Mr. Trowbridge received 18,204 options based on the Black-Scholes valuation as of February 3, 2020 as a result of his appointment as Executive Vice President and Chief Financial Officer.
(2)
Mr. Centea received 50,000 options based on the Black-Scholes valuation as of October 31, 2019 as a result of his promotion to Senior Vice President of Global Vascular Interventions and Therapies and Peripheral Artery Disease.

For our fiscal year ended May 31, 2020, based upon the closing price for our common stock as of July 17, 2019, the Compensation Committee granted the following restricted stock units for our named executive officers as follows:  
Executive OfficerNumber of Restricted Stock Units
James C. Clemmer25,104 
Stephen A. Trowbridge (1)
4,178 
Scott Centea (2)
3,993 
David D. Helsel
3,473 
Michael C. Greiner7,660 
Brent J. Boucher3,226 

(1)
In addition to the options granted on July 17, 2019, Mr. Trowbridge received 5,376 restricted stock units based on the closing price for our common stock as of February 3, 2020 as a result of his appointment as Executive Vice President and Chief Financial Officer.
(2)
In addition to the options granted on July 17, 2019, Mr. Centea received 10,000 restricted stock units based on the closing price for our common stock as of October 31, 2019 as a result of his promotion to Senior Vice President of Global Vascular Interventions and Therapies and Peripheral Artery Disease.
For our fiscal year ended May 31, 2020, on October 16, 2019, the Compensation Committee granted the following performance share awards for our named executive officers with a target number of performance shares as follows:  
Executive OfficerTarget Number of Performance Shares
James C. Clemmer50,139 
Stephen A. Trowbridge8,357 
Scott Centea 
David D. Helsel
6,945 
Michael C. Greiner15,320 
Brent J. Boucher6,452 

Grants of options and restricted stock units made to our named executive officers in fiscal year 2020 are set forth below in the table titled “Grants of Plan-Based Awards for Fiscal Year 2020.”
Vesting of Fiscal 2017 Performance Share Awards
For the performance period from April 4, 2016 through July 26, 2019 associated with the performance share awards that were granted under Mr. Clemmer's employment agreement, the Company achieved a relative TSR ranking versus the applicable peer group of the 40th percentile. As a result, 80% of Mr. Clemmer’s fiscal year 2017 grant of performance share awards vested.
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For the performance period from July 27, 2016 through July 26, 2019 associated with the performance share awards that were granted during our fiscal 2017, the Company achieved a relative TSR ranking versus the applicable peer group of the 26th percentile. As a result, 52% of Mr. Greiner and Mr. Trowbridge’s fiscal 2017 grant of performance share awards vested. None of our other NEOs were employed by AngioDynamics when these performance shares were granted.
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. Employees who are hired or promoted to these management positions must acquire the required number of shares within five years. A senior executive that participates in our employee stock purchase plan at the maximum level from such senior executive’s eligibility date may count unvested restricted stock units towards his or her shareholding requirement. A senior executive that 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 to be eligible for future stock option grants or other equity awards. "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 within the prescribed time period 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
Our Insider Trading Policy prohibits directors and employees, including named executive officers, from engaging in hedging or monetization transactions, such as zero-cost dollars 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).
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.
Potential Payments upon Termination or Change in Control
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;
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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, but not limited to, 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 relocation as described above.
EVPs and SVPs who report directly to the CEO are entitled to an aggregate severance benefit and continuation of health benefits equal to 12 months of base salary.
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.
The maximum severance period that will be offered under any circumstances (other than to the CEO) is 12 months.
 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 Arrangements
In August 2013, our Board of Directors authorized us to enter into change in control severance agreements with certain executive officers. 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 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 12 calendar months after the calendar month in which such change in control occurs. A change of control is generally defined in each agreement as any of the following: (i) a person is or becomes a beneficial owner of more than 50% of our voting securities, (ii) 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 substantially all of our assets. 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 either by us or by the executive, other than (a) by us for cause, (b) by reason of death or disability, or (c) by the executive without good reason, such executive will receive a severance payment equal to: (A) 2.5 times his annual base salary for the CEO and 2 times the executive’s annual base salary for the EVP and CFO, SVP and GM, and SVP of Global Operations, (B) unpaid and prorated annual bonus amounts, and (C) earned but unused vacation time. In addition, each agreement 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. During our fiscal year ended May 31, 2020, the Compensation Committee approved certain modifications to the Company’s change in control agreements, including: (i) modifying the cash severance for the CEO from 2.5 times base salary to 2.0 times base salary and target bonus, (ii) modifying the cash severance for other executive officers from 2.0 times base salary to 1.5 times base salary and target bonus; (iii) modifying the protection period from 12 months to 24 months; (iv) providing for benefits continuation for 18 months; and (v) providing that all equity awards only be accelerated on a "double trigger" basis in connection with a change in control. Agreements reflecting these revised provisions are anticipated to be entered into in January 2021.
Payment made under each respective agreement is generally made in a lump sum within thirty days following termination subject to delay if required by Section 409A of the Internal Revenue Code.
Equity Acceleration under the 2004 Plan
29


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.
See the table entitled “Estimates of Potential Payments Upon Termination or Change in Control” below for estimates of the severance payments and benefits described above.
Internal Revenue Code Section 162(m) Considerations
Section 162(m) of the Internal Revenue Code generally prohibits a publicly held corporation, such as AngioDynamics, from claiming a deduction on our federal and state income tax returns for compensation in excess of $1 million paid for a given fiscal year to the CEO and CFO (or persons acting in their capacity) and to the other three most highly compensated officers as of the end of our fiscal year (together, the "covered officers") as well as any individual who was a covered officer in any taxable year beginning after December 31, 2016. 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 covered officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.
Prior to the repeal of this exemption, in general, the Compensation Committee structured awards to executive officers under the Company’s incentive programs in a manner to qualify for the exemption. However, the Compensation Committee retained the discretion to award compensation that exceeded the Section 162(m) deductibility limit and did not qualify for the exemption.
Going forward, as in previous years, the potential deductibility of compensation is only one of many considerations that the Compensation Committee will take into account when establishing the compensation paid to our named executive officers, and we believe it is important that the Compensation Committee retain flexibility and authority to grant or adjust compensation 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 payment of compensation that is not deductible (whether by application of Section 162(m), to the extent applicable, or otherwise). Therefore, the Compensation Committee may make payments of compensation that are not deductible if, in its judgment, such payments are advisable to achieve our compensation objectives.
2019 Shareholder Advisory Vote on Executive Compensation
At our 2019 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 2019 annual meeting. The shareholder vote in favor of our named executive officer compensation totaled approximately 98.3 percent of all votes cast, including abstentions. The Compensation Committee considered the results of the 2019 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 approach to executive compensation in fiscal year 2020.
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 things:
targeting base salary at or near the 50th percentile of comparable companies, providing meaningful compensation at a competitive and market-appropriate level;
30


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; and
adopting a code of ethics and business conduct applicable to all employees and directors.
In addition, the Company’s 2004 Stock and Incentive Award Plan, as amended, 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)
Kevin J. Gould
Karen A. Licitra


31



Summary Compensation Table for Fiscal Year 2020
The following table sets forth information concerning the compensation for services, in all capacities for our fiscal year ended May 31, 2020 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
2020716,164  1,245,695 540,596 576,000  38,176 3,116,631 
President, CEO2019686,575  1,198,199 365,238 714,000  37,478 3,001,490 
2018643,269  1,418,527 366,586 273,000  41,239 2,742,621 
Stephen A. Trowbridge2020401,448  281,360 164,727 194,000  34,104 1,075,639 
EVP, CFO2019333,888  323,652 98,655 154,683  30,521 941,399 
2018323,342  237,874 61,476 61,751  34,173 718,616 
Scott Centea2020261,747  239,009 230,710 84,943  24,959 841,368 
SVP and GM, Peripheral Vascular
David D. Helsel
2020349,835  172,455 74,780 140,800  31,486 769,356 
SVP, Global Operations and R&D2019333,945  337,236 102,796 156,519  27,766 958,262 
2018133,481  410,300 252,110 24,846  6,092 826,829 
Michael C. Greiner (5)
2020270,750  380,396 164,953   462,668 1,278,767 
Former EVP, CFO2019418,989  479,286 146,092 279,786  31,212 1,355,365 
2018399,231  397,676 102,769 111,930  31,431 1,043,037 
Brent J. Boucher (6)
2020324,529  160,203 69,468 130,800  31,526 716,526 
Former SVP, Oncology

(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, 2020. 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:

32


Performance Shares
NameGrant DateGrant Date Fair ValueMaximum Grant Date Value
James C. Clemmer10/16/2019$704,954 $1,409,908 
7/18/2018$999,926 $1,999,852 
7/26/2017$1,052,905 $2,105,810 
Stephen A. Trowbridge10/16/2019$117,499 $234,998 
7/18/2018$270,087 $540,174 
7/26/2017$176,556 $353,112 
Michael C. Greiner10/16/2019$215,399 $430,798 
7/18/2018$399,993 $799,986 
7/26/2017$295,182 $590,364 
Scott Centea$ $ 
David D. Helsel10/16/2019$97,547 $195,094 
7/18/2018$281,449 $562,898 
7/26/2017$238,300 $476,600 
Brent J. Boucher10/16/2019$90,715 $181,430 

(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, 2020.
(3)For each of the Named Executive Officers, the amounts reported in Non-Equity Incentive Plan Compensation include the payments under our fiscal year 2020 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 and reimbursement for relocation expenses in connection with commencement of employment and are provided in the table below:

Name Fiscal Year401(k) Match ($)Car Allowance ($)Relocation ($)Severance ($)Total All Other Compensation ($)
James C. Clemmer202020,176 18,000   38,176 
201919,478 18,000   37,478 
201823,239 18,000   41,239 
Stephen A. Trowbridge202019,704 14,400   34,104 
201916,121 14,400   30,521 
201816,506 17,667   34,173 
Scott Centea202017,150 7,809   24,959 
David D. Helsel202017,086 14,400   31,486 
20198,650 14,400 4,716  27,766 
2018 6,092   6,092 
Michael C. Greiner20206,080 8,972  447,616 462,668 
201916,812 14,400   31,212 
201817,031 14,400   31,431 
Brent J. Boucher202017,126 14,400   31,526 

(5)
On October 16, 2019, Mr. Greiner notified the Company that he would leave the Company effective December 31, 2019 in order to pursue other opportunities.
(6)On July 10, 2020, the position of SVP, GM of Oncology was eliminated and Mr. Boucher left the Company.
(


33



Grants of Plan-Based Awards for Fiscal Year 2020
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 2020 pursuant to the 2004 Stock and Incentive Award Plan.  
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 72,000 720,000 1,440,000        
10/16/2019   25,070 50,139 100,278    704,954 
7/17/2019      25,104   540,740 
7/17/2019       83,967 21.54 540,596 
Stephen A. Trowbridge 24,000 240,000 480,000        
10/16/2019   4,178.5 8,357 16,714    117,499 
7/17/2019      4,178   89,994 
7/17/2019       13,975 21.54 89,974 
2/3/2020      5,376   73,866 
2/3/2020       18,204 13.74 74,753 
Scott Centea 13,750 137,500 275,000        
10/16/2019           
7/17/2019       3,993   86,009 
10/31/2019       10,000   153,000 
10/31/2019        50,000 15.30 230,710 
David D. Helsel  17,600 176,000 352,000        
10/16/2019   3,473 6,945 13,890    97,647 
7/17/2019      3,473   74,808 
7/17/2019       11,615 21.54 74,780 
Michael C. Greiner           
10/16/2019   7,660 15,320 30,640    215,399 
7/17/2019      7,660   164,996 
7/17/2019       25,621 21.54 164,953 
Brent J. Boucher 16,350 163,500 327,000        
10/16/2019   3,226 6,452 12,904    90,715 
7/17/2019      3,226   69,488 
7/17/2019       10,790 21.54 69,468 
 
(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 2020 annual cash incentive program, as described above under “Annual Cash Incentives.”
(2)
Grant Date pertains to the grant date of fiscal year 2020 stock option, restricted stock unit, and performance share 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)In accordance with the terms of the 2004 Plan, these options were granted at 100% of the closing market price on the date of grant, or if such date was not a trading day, the average of the high and low sale prices of our common stock on the most recent prior trading day. These options have a ten-year term. Generally, all options become exercisable as to 25% of the shares on each of the first four anniversary dates of the date of grant.
(5)
Represents grant-date fair value based on FASB ASC 718 for fiscal year 2020 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, 2020.

 
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Outstanding Equity Awards at Fiscal 2020 Year-End
The following table summarizes the number of securities underlying outstanding equity awards for the named executive officers on May 31, 2020.  
 
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. Clemmer4/4/16200,000  12.14 4/4/237/27/165,298 54,093 7/26/1744,184 451,119 
7/27/1655,982 18,660 16.59 7/27/237/26/1711,046 112,780 7/18/1834,938 356,717 
7/26/1738,814 38,813 16.55 7/26/277/18/1813,102 133,771 10/16/1950,139 511,919 
7/18/1813,913 41,738 20.93 7/18/287/17/1925,104 256,312    
7/17/19 83,967 21.54 7/17/29      
Stephen A. Trowbridge8/6/1317,470  11.92 8/6/207/27/16862 8,801 7/26/177,409 75,646 
7/25/1413,625  14.07 7/25/217/26/171,853 18,919 7/18/189,437 96,352 
7/22/1514,758  15.95 7/22/227/18/183,540 36,143 10/16/198,357 85,325 
7/27/169,107 3,035 16.59 7/27/237/17/194,178 42,657    
7/26/176,510 6,508 16.55 7/26/272/3/205,376 54,889    
7/18/183,758 11,274 20.93 7/18/28      
7/17/19 13,975 21.54 7/17/29      
2/3/20 18,204 13.74 2/3/30      
Scott Centea10/29/1412,000  16.77 10/29/217/27/16750 7,658    
10/31/19 50,000 15.30 10/31/297/26/172,201 22,472    
     7/18/183,046 31,100    
     7/17/193,993 40,769  <