ango-20230928
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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)
https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Image1.gif

 
(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:
 
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(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:

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(3)    Filing Party:
 
(4)    Date Filed:


 
 




https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Image2.gif
14 Plaza Drive
Latham, New York 12110
(518) 798-1215
September 28, 2023
Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of AngioDynamics, Inc. to be held on Tuesday, November 14, 2023 at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2023. There will be no physical in-person meeting.
At this year’s Annual Meeting you will be asked to:
(i)consider and vote upon a proposal to elect four Class II directors, for a term of three years;
(ii)
consider and vote upon a proposal to ratify the appointment of AngioDynamics’ independent registered public accounting firm for the fiscal year ending May 31, 2024;
(iii)consider and vote upon a “Say-on-Pay” advisory vote on the approval of the compensation of AngioDynamics’ named executive officers;
(iv)consider and vote upon a proposal to amend the AngioDynamics, Inc. 2020 Equity Incentive Plan to, among other things, increase the number of shares available for issuance;
(v)hold a "Say-On-Pay Frequency" advisory vote on a non-binding resolution to determine the frequency our shareholders will be asked to approve the compensation of our named executive officers; and
(vi)
transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
As we did last year, we are pleased to furnish proxy materials to our shareholders over the internet. Instead of mailing printed copies to each shareholder, we are mailing a Notice Regarding Internet Availability which contains instructions on how to access your proxy materials; how each shareholder can receive a paper copy of proxy materials, including this Proxy Statement, our annual report on Form 10-K for the fiscal year ended May 31, 2023 and a proxy card; and how to access your proxy card to vote through the internet or by telephone. We believe that this e-proxy process will expedite shareholders’ receipt of proxy materials, lower the costs and reduce the environmental impact of our Annual Meeting.
The Board of Directors unanimously believes that the election of its nominees for directors, the ratification of the appointment of AngioDynamics’ independent registered public accounting firm, the approval (on an advisory basis) of the compensation of its named executive officers, the approval of the AngioDynamics, Inc. 2020 Equity Incentive Plan, as amended, and annual frequency for holding an advisory vote on the compensation of our named executive officers are in the best interests of AngioDynamics and its shareholders, and, accordingly, recommends a vote “FOR” each proposal.

In addition to the business to be transacted as described above, management will address shareholders with respect to AngioDynamics’ developments over the past year and respond to comments and questions of general interest to shareholders.
Your vote is important and whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote your shares via a toll-free telephone number or over the internet. If you requested and received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding all three methods of voting are contained on the proxy card. Voting by proxy will ensure your shares are represented at the Annual Meeting. Banks and brokers cannot exercise discretionary voting in uncontested elections of directors. If you are not a shareholder of record, please follow the instructions provided by the shareholder of record (your bank or broker) so that your shares are voted at the meeting on all matters.
Sincerely,
         https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Image3.jpg
James C. Clemmer
President and Chief Executive Officer



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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


September 28, 2023

You are cordially invited to attend the Annual Meeting of Shareholders of AngioDynamics, Inc. to be held on Tuesday, November 14, 2023 at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2023. There will be no physical in-person meeting.
The meeting is being held for the following purposes:
1.
To vote upon a proposal to elect four Class II directors, for a term of three years;
2.
To ratify the appointment of AngioDynamics’ independent registered public accounting firm for the fiscal year     ending May 31, 2024;
3.
To vote upon a “Say-on-Pay” advisory vote on the approval of the compensation of AngioDynamics’ named             executive officers;
4.To vote upon a proposal to amend the AngioDynamics, Inc. 2020 Equity Incentive Plan to, among other things, increase the number of shares available for issuance;
5.To hold a "Say-On-Pay Frequency" advisory vote on a non-binding resolution to determine the frequency our shareholders will be asked to approve the compensation of our named executive officers; and
6.
To transact such other business as may properly come before the meeting or any adjournment or postponement     thereof.
Only shareholders who held shares at the close of business on Wednesday, September 20, 2023, are entitled to notice of and to vote at the meeting or any adjournments or postponements thereof. You may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGO2023. To participate in the meeting, you must have your sixteen-digit control number located on your notice, on your proxy card or on the instructions that accompanied your proxy materials.
It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning your proxy card or by voting on the internet or by telephone. Please see the instructions below under the heading “How do I vote my shares without attending the meeting?”.
The Annual Meeting for which this notice is given may be adjourned from time to time without further notice other than announcement at the meeting or any adjournment thereof. Any business for which notice is hereby given may be transacted at any such adjourned meeting.

By Order of the Board of Directors,
https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-StephenTrowbridge 2020 sig.jpg
Stephen A. Trowbridge
Executive Vice President and CFO
Latham, New York






Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to be Held on November 14, 2023.
Our Proxy Statement for the 2023 Annual Meeting of Shareholders, the proxy card, and annual report on Form 10-K for our fiscal year ended May 31, 2023 are available on the following website: www.proxyvote.com. To view materials via the internet, please follow the instructions set forth on the Notice Regarding Internet Availability mailed on or about September 28, 2023 to all shareholders of record on September 20, 2023.




PROXY STATEMENT SUMMARY
This summary highlights selected information in this Proxy Statement. Please review the entire Proxy Statement and the 2023 Annual Report before voting.
SUMMARY OF SHAREHOLDER VOTING MATTERS
Board Vote RecommendationMore InformationBroker Discretionary Voting Allowed?Routine?Vote Required for Approval
Abstentions/ Broker Non-Votes
Proposal 1Election of Class II DirectorsFOR each Nominee
 Page 6
NoNo
Plurality of votes cast
Abstentions and broker non-votes do not count as votes cast
Proposal 2Ratification of Our Independent Registered Public Accounting FirmFOR
Page 47
YesYes
Majority of the shares represented in person or by proxy and entitled to vote
Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal
Proposal 3Approval of the Compensation of our named executive officers on an advisory basisFOR
Page 51
NoNo
Majority of the shares represented in person or by proxy and entitled to vote
Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal
Proposal 4Approval of amendments to the AngioDynamics, Inc. 2020 Equity Incentive PlanFOR
Page 52
NoNo
Majority of the shares represented in person or by proxy and entitled to vote
Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal
Proposal 5Advisory Vote on Frequency of Say-On-Pay VotesFOR
Page 59
NoNo
Majority of the shares represented in person or by proxy and entitled to vote
Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal



ADVANCED VOTING METHODS
Even if you plan to participate in our Virtual Annual Meeting, please read this proxy voting statement with care and vote right away using any of the following methods. In all cases, have your proxy card or voting instruction form in hand and follow the instructions.
BY INTERNET USING YOUR COMPUTERBY TELEPHONEBY MAILING YOUR PROXY CARD
:
(
*
Registered Owners Visit 24/7
www.virtualshareholdermeeting.com/ANGO2023.
Registered Owners in the U.S. and Canada dial toll-free 24/7
1-800-690-6903
Cast your ballot, sign your proxy card and send by free post
FISCAL YEAR 2023 PERFORMANCE HIGHLIGHTS
During fiscal year 2023 we continued our strategic transformation into a growth-oriented, technology driven company that will allow us to serve larger and faster growing markets. Driven by the returns from the ongoing strategic transformation and focus on key technology platforms, in fiscal year 2023, our net sales grew 7.1%. Growth was driven by our Med Tech segment, which includes Auryon, Mechanical Thrombectomy (which includes AngioVac and AlphaVac) and Nanoknife.

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS
We regularly engage with investors to discuss our strategic direction, financial position and results of operations. This engagement provides valuable feedback on our compensation programs and governance practices.
We have set forth below certain key features of our executive compensation program applicable to our named executive officers and key compensation governance practices that strengthen the alignment of our named executive officers’ interests with those of our shareholders:
Key Compensation Program FeaturesKey Compensation Governance Practices
For fiscal year 2023, 66% of our CEO's target total compensation was performance-based (including performance shares, options and short-term incentive compensation)
Robust stock ownership guidelines to align executives with our shareholders regarding our long-term performance
Mix of fixed and variable compensation, with a strong emphasis on variable, at-risk performance-based compensation
Clawback policy that allows the Company to recoup incentive-based compensation paid to executive officers under certain circumstances
Short- and long-term compensation opportunities with performance metrics tied to our strategy and performance (including relative total shareholder return)
No option repricing or cash buyout of underwater options without shareholder approval
50% of target long-term incentive opportunity is performance-contingent and measured over a three-year period
Engagement of an independent compensation consultant with no other ties to the Company or management
Full-value stock-based awards with four-year vesting to promote retention
Change in control agreements with double trigger severance arrangements
Double trigger change in control provision in the 2020 Equity Incentive Plan
Active engagement with investors
GOVERNANCE HIGHLIGHTS



As part of our commitment to high ethical standards, our Board embraces strong governance practices and principles. These practices are described in more detail starting on page 11 and in our Corporate Governance Guidelines, which can be found in the Governance section of our website.
Independence
8 of our 9 directors are independent
All of our Board Committees are composed exclusively of independent directors
Each member of the Audit Committee, Compensation Committee and Nominating, Compliance and Corporate Governance Committee meets the enhanced independence standards of The Nasdaq Stock Market ("Nasdaq").
Independent Chairman
• We have an independent, non-executive Chairman
• The Chairman sets the agenda for Board meetings
• The Chairman provides guidance to the CEO
• The Chairman presides over Board meetings
Executive Sessions
The independent directors regularly meet in private without management
The Chairman presides at these executive sessions
Each Committee regularly holds executive sessions without management
Board Oversight of Risk Management
The Board and Committee meeting process is designed to ensure that key risks are reviewed
Directors are informed of and review various areas of risk including those associated with operational matters, finance, compliance, regulatory and product quality issues, and legal proceedings, among others
The Board and Committee discussions are supplemented through annual reports on enterprise risk by management
The Audit Committee reviews our overall enterprise risk management policies and practices and financial risk exposures, while other Committees also play a role in risk oversight
Stock Ownership Requirements
• Within 36 months of joining the Board, our independent directors must hold an amount of our common stock equal to at least three times the annual base cash retainer payable to each director
• Stock Ownership guidelines require our executives to hold significant amounts of our common stock to align executives with our shareholders
Our CEO must hold an amount of our common stock valued at three times his base salary
Our other named executive officers must hold an amount of our common stock valued at one times their base salary
Board Practices
• Our Board annually evaluates the effectiveness of the Board and its Committees
• The Board considers nomination of directors in light of a candidate's:
significant accomplishments and ability to make meaningful contributions;
relevance of specific experiences, skills, industry background and knowledge of the business and objectives of our Company;
contribution to Board diversity (including gender, race and ethnicity); and
reputation for honesty and ethical conduct
• Any incumbent director who receives less than 50% of the votes cast in an uncontested election must tender his or her resignation promptly
• The Company has implemented a maximum annual discretionary stock-based award value for each director
Accountability
• Directors and executive officers are prohibited from hedging securities of the Company, purchasing or holding securities of the Company in a margin account or pledging securities of the Company
• The Company has a clawback policy that allows the Company to recoup incentive-based compensation paid to executive officers under certain circumstances



TABLE OF CONTENTS
Page
Proxy Statement
Introduction1
General Information About the Meeting1
PROPOSAL I - ELECTION OF DIRECTORS
Nominees
Recommendation of the Board of Directors7
Other Directors8
CORPORATE GOVERNANCE
MEETINGS AND BOARD COMMITTEES
OWNERSHIP OF SECURITIES
Equity Compensation Plan Information 19
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Summary Compensation Table for Fiscal Year 2023
31
Grants of Plan-Based Awards for Fiscal Year 2023
33
Outstanding Equity Awards at Fiscal 2023 Year-End
34
Option Exercises and Stock Vested for Fiscal Year 2023
35
Estimates of Potential Payments Upon Termination or Change in Control 38
CEO Pay Ratio39
Director Compensation Table40
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Recommendation of the Board of Directors
AUDIT MATTERS
Audit Committee Report
Principal Accounting Fees and Services48
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm48
PROPOSAL 3 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Adoption of Proposal 3
Recommendation of the Board of Directors
PROPOSAL 4 - APPROVAL OF AMENDMENTS TO THE ANGIODYNAMICS, INC. 2020 EQUITY INCENTIVE PLAN
PROPOSAL 5 - APPROVAL OF “SAY-ON-PAY FREQUENCY” ADVISORY VOTE ON A NON-BINDING RESOLUTION TO DETERMINE THE FREQUENCY OUR SHAREHOLDERS WILL BE ASKED TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ANNUAL REPORT
SHAREHOLDER PROPOSALS AND NOMINATIONS
OTHER MATTERS
APPENDIX A




ANGIODYNAMICS, INC.
14 Plaza Drive
Latham, New York 12110
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF ANGIODYNAMICS, INC.
November 14, 2023
INTRODUCTION
We are furnishing this proxy statement to the shareholders of AngioDynamics, Inc. in connection with the solicitation by our Board of Directors of proxies to be voted at our 2023 Annual Meeting of Shareholders referred to in the attached notice and at any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held on November 14, 2023 at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2023. There will be no physical in-person meeting. Only shareholders who held shares at the close of business on Wednesday, September 20, 2023 are entitled to notice of and to vote at the meeting, or at any adjournments or postponements thereof. You may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGO2023. To participate in the meeting, you must have your sixteen-digit control number located on your notice, on your proxy card or on the instructions that accompanied your proxy materials. We expect to mail this proxy statement and the accompanying proxy card or voting instruction form beginning on or around September 28, 2023 to each shareholder entitled to vote at the Annual Meeting.
When used in this proxy statement, the terms “we,” “us,” “our,” “the Company” and “AngioDynamics” refer to AngioDynamics, Inc. The terms “Board of Directors” and “Board” refer to the Board of Directors of AngioDynamics, Inc. Our principal executive offices are located at 14 Plaza Drive, Latham, New York 12110.
This proxy statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management's current expectations, the accuracy of which is necessarily subject to risk and uncertainties. Please refer to "Risk Factors" in our Form 10-K for the year ended May 31, 2023, for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.
GENERAL INFORMATION ABOUT THE MEETING AND VOTING
What am I voting on?
At the Annual Meeting, we will ask holders of our common stock to consider and vote upon the following items:
1. Election of Directors
The election of four Class II directors, namely, Eileen O. Auen, James C. Clemmer, Howard W. Donnelly and Jan Stern Reed. If elected, these Class II directors will serve until the 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

2. Ratification of Appointment of Independent Registered Public Accounting Firm
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2024.
3. Advisory Vote on the Compensation of our Named Executive Officers
A “Say-on-Pay” advisory vote on the approval of the compensation of our named executive officers.
1


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

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

How can I receive proxy materials?
Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our shareholders primarily via the internet, instead of mailing printed copies of proxy materials to each shareholder. On or about September 28, 2023, we began mailing to our shareholders a “Notice of Internet Availability of Proxy Materials” (sometimes referred to herein as the “Notice”) containing instructions on how to access this proxy statement, the accompanying notice of Annual Meeting and our annual report for the fiscal year ended May 31, 2023 online. If you received the Notice by mail, you will not automatically receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the internet.
Finally, you can receive a copy of our proxy materials by following the instructions contained in the Notice regarding how you may request to receive your materials electronically or in printed form on a one-time or ongoing basis. Requests for printed copies of the proxy materials can be made through the internet at http://www.proxyvote.com, by telephone at 1-800-579-1639 or by e-mail at sendmaterial@proxyvote.com by sending a blank e-mail with your control number in the subject line.
Who is entitled to vote?
Shareholders of record at the close of business on September 20, 2023, the record date for the Annual Meeting, are entitled to receive this proxy statement and to vote at the meeting and at any adjournment or postponement thereof. As of the close of business on the record date, there were 39,803,032 outstanding shares of our common stock entitled to notice of, and to vote at, the Annual Meeting. Holders of our common stock have one vote per share on each matter to be acted upon. A list of the shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for 10 days prior to the Annual Meeting, for any purpose germane to the meeting. Interested parties should contact our General Counsel between the hours of 9:00 a.m. and 4:30 p.m. at our principal executive offices at 14 Plaza Drive, Latham, New York 12110.
If you hold your shares in “street name” (that is, through a bank, broker, trustee or other nominee), the Notice was forwarded to you by your bank, broker, trustee or other nominee. As the beneficial owner, you have the right to direct your bank, broker, trustee or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the shareholder of record, you may not vote your shares live at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy.
How do I vote my shares without attending the meeting?
If you are a shareholder of record as of the record date for the Annual Meeting, you may vote by granting a proxy. For shares held in street name, you may vote by submitting voting instructions to your broker or nominee. In most circumstances, you may vote:
By Internet or Telephone - If you have internet or telephone access, you may submit your proxy by following the voting instructions in the Notice of Annual Meeting no later than 11:59 p.m., New York City Time, on November 1, 2023. If you vote by internet or telephone, you need not return your proxy card.
By Mail - If you received a paper copy of this proxy statement, you may vote by mail by signing, dating and mailing your proxy card in the envelope provided which must be received in time for the annual meeting. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, or attorney or an officer of a corporation), you should indicate your name and title or capacity.
How do I vote my shares virtually at the meeting?
2


If you are a shareholder of record as of the record date for the Annual Meeting, you can participate in the Annual Meeting live online at www.virtualshareholdermeeting.com/ANGO2023. The webcast will start on November 14, 2023 at 12:00 p.m, Eastern Time. You may vote and submit questions while attending the Annual Meeting online. You will need the sixteen-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials in order to be able to enter the meeting.
Street name shareholders must provide specific instructions on how to vote your shares by completing and returning the voting instruction form provided by your bank, broker, trustee or other nominee.
Even if you plan to attend the virtual meeting, we encourage you to vote in advance by internet, telephone or mail so that your vote will be counted in the event you are unable to attend.
How can I attend the meeting?
If you wish to attend the meeting via live webcast, you will need to log in to the webcast using the sixteen-digit control number located on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. You may log in to the webcast by visiting www.virtualshareholdermeeting.com/ANGO2023. The webcast will begin promptly at 12:00 p.m., Eastern Time on November 14, 2023. Online access will begin at 11:50 a.m., Eastern Time. We encourage you to access the webcast prior to the designated start time, to give yourself plenty of time to log in and ensure that you can hear streaming audio prior to the start of the meeting.
How can I ask questions at the meeting?
Questions may be submitted prior to the meeting or you may submit questions in real time during the meeting through our virtual shareholder forum. You must first join the meeting as described above in “How can I attend the meeting?”
What does it mean if I receive more than one proxy card or Notice?
If you receive more than one proxy card or Notice, it generally means that you hold shares registered in more than one account. If you received a paper copy of this proxy statement and you vote by mail, you should sign and return each proxy card. Alternatively, if you vote by internet or telephone, you should vote once for each proxy card and/or Notice you receive. If you have received more than one Notice, you should vote once for each Notice that you receive.
May I change my vote?
Yes. If you are a shareholder of record and whether you have voted by mail, internet or telephone, you may change your vote and revoke your proxy, prior to the Annual Meeting, by:
Sending a written statement to that effect to AngioDynamics’ General Counsel at AngioDynamics Corporate headquarters at 14 Plaza Drive, Latham New York, 12110;
Voting by internet or telephone at a later time;
Submitting a properly signed proxy card with a later date; or
Voting virtually at the Annual Meeting and by filing a written notice of termination of the prior appointment of a proxy with AngioDynamics, or by filing a new written appointment of a proxy with AngioDynamics.
If you hold your shares in street name, your bank, broker, trustee or other nominee can provide you with instructions on how to change your vote.
What constitutes a quorum?
A majority of the outstanding shares of common stock present in person or by proxy is required to constitute a quorum at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person for the purposes of a quorum. For purposes of determining the presence of a quorum for transacting business at the Annual Meeting, abstentions and broker “non-votes” (proxies from banks, brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the banks, brokers or nominees do not have discretionary power) will be treated as shares that are present.
How does the Board recommend that I vote?
The Board of Directors recommends that you vote your shares:
“FOR” the election of the Class I directors who have been nominated by the Board of Directors;
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“FOR” the ratification of the appointment of Deloitte & Touche LLP as AngioDynamics’ independent registered public accounting firm for the fiscal year ending May 31, 2024;
“FOR” the approval (on an advisory basis) of the compensation of our named executive officers;
“FOR” the approval of amendments to the AngioDynamics, Inc. 2020 Equity Incentive Plan;

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

with respect to any other matter that may properly be brought before the Annual Meeting, in accordance with the judgment of the persons named as proxies. We do not expect that any matter other than as described in this proxy statement will be brought before the Annual Meeting.
What happens if I do not give specific voting instructions?
Shareholders of Record. If you are a shareholder of record and you indicate when voting over the internet or by telephone that you wish to vote as recommended by the Board, or sign and return a proxy card without giving specific voting instructions, then the persons named as proxies will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
Street Name Holders. If you hold your shares in “street name” and do not provide specific voting instructions, then, under the rules of the Nasdaq, the bank, broker, trustee or other nominee may generally vote on routine matters but cannot vote on non-routine matters. If you do not provide voting instructions on non-routine matters, your shares will not be voted by your bank, broker, trustee or other nominee. As a result, your bank, broker, trustee or other nominee may not vote your shares without receipt of a voting instruction form with respect to Proposal 1 (election of directors), Proposal 3 (advisory vote on executive compensation), Proposal 4 (vote on amendments to the AngioDyanmics, Inc. 2020 Equity Incentive Plan) and Proposal 5 (advisory vote on the frequency of Say-On-Pay votes) because each proposal is a non-routine matter, but may vote your shares without your instructions with respect to Proposal 2 (ratification of appointment of independent registered public accounting firm) because this matter is considered routine.

What is the voting requirement to approve each proposal?
Under Delaware law and AngioDynamics’ Amended and Restated Certificate of Incorporation and Second Amended and Restated By-Laws, if a quorum exists at the meeting, the affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors (Proposal 1). A properly executed proxy marked “withhold authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Our Corporate Governance Principles provide that, in the case of an uncontested election of directors, a director nominee who does not receive votes cast "for" his or her election or re-election in excess of 50% of the number of votes cast with respect to such nominee's election or re-election (a "Majority Vote"), shall tender his or her resignation to the Board of Directors, with such resignation expressly stating that it is contingent upon the acceptance of the resignation by the Board of Directors in accordance with our Corporate Governance Principles. If a nominee fails to receive a Majority Vote, the Company's Nominating, Compliance and Corporate Governance Committee, or another duly authorized committee of the Board of Directors, will consider whether to accept the nominee's resignation and will submit a recommendation for prompt consideration by the Board of Directors. The Board of Directors shall then act on the resignation, taking into account such committee's recommendation, within ninety (90) days following certification of the shareholder vote.
For the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2024 (Proposal 2), the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on this item will be required for approval.
For the “Say-on-Pay” advisory vote (Proposal 3) and the “Say-On-Pay” frequency vote (Proposal 6), the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on this item will reflect the advice of the shareholders. The approval, on an advisory basis, of the compensation paid to our named executive officers, also known as a “Say on Pay” vote, is an advisory vote mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. This means that while we ask shareholders to approve the compensation paid to our named executive officers, it is not an action that requires shareholder approval, and shareholders are not voting to approve or disapprove the Board’s recommendation with respect to this proposal. Both the "Say-on-Pay" vote and the “Say – On- Pay” frequency vote are advisory votes and are non-binding on the Board, although the Board and the Compensation Committee welcome the input of shareholders on the Company’s compensation policies and will take the advisory votes into account in making determinations concerning executive compensation.
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For the approval of amendments to the AngioDynamics, Inc. 2020 Equity Incentive Plan (Proposal 4) the affirmative vote of a majority of votes cast on this item will be required for approval.

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

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

How can I find voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting and, within four business days following the date of the Annual Meeting, we will file a Current Report on Form 8-K with the SEC indicating final voting results.
Who bears the cost of soliciting proxies?
The cost of solicitation of proxies being solicited on behalf of the Board of Directors will be borne by us. In addition to the use of the mail and the internet, proxy solicitation may be made by telephone, facsimile and personal interview by our officers, directors and employees.
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PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees
Our Board of Directors currently consists of nine directors. On July 19, 2023, our Board appointed Lorinda Burgess to the Board of Directors and appointed her to the Audit Committee and Compensation Committee. The Board is classified into three classes, each of which has a staggered three-year term. At the Annual Meeting, our shareholders will be asked to elect four Class II directors, namely, Eileen O. Auen, James C. Clemmer, Howard W. Donnelly and Jan Stern Reed. If elected, Ms. Auen, Mr. Clemmer, Mr. Donnelly and Ms. Reed will hold office until the Annual Meeting of Shareholders to be held in 2026 and until each of their successors is duly elected and qualified. The Class II and Class III directors will continue in office during the terms indicated below. Unless otherwise specified, all proxies received will be voted in favor of the election of the nominee named below as a director of AngioDynamics. Directors will be elected by a plurality of the votes cast, in person or by proxy, at the Annual Meeting. Our Corporate Governance Principles provide that, in the case of an uncontested election of directors, a director nominee who does not receive a Majority Vote shall tender his or her resignation to the Board of Directors, with such resignation expressly stating that it is contingent upon the acceptance of the resignation by the Board of Directors in accordance with our Corporate Governance Principles. If a nominee fails to receive a Majority Vote, the Company’s Nominating, Compliance and Corporate Governance Committee, or another duly authorized committee of the Board of Directors, will consider whether to accept the nominee’s resignation and will submit a recommendation for prompt consideration by the Board of Directors. The Board of Directors shall then act on the resignation, taking into account such committee’s recommendation, within ninety (90) days following certification of the shareholder vote.

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

As of September 20, 2023, the following Directors served on the following committees:
Committee Memberships
NameAgeDirector SinceIndependentBACCCNCCGC
Eileen O. Auen602016YMCM
Howard W. Donnelly622004YC
Wesley E. Johnson, Jr.652007YMMC
Karen A. Licitra642019YMMM
Dennis S. Meteny702004YMCM
Jan Stern Reed632016YMMM
Michael E. Tarnoff552019YMM
Lorinda A. Burgess612023YMMM
James C. Clemmer592016NM
ACAudit CommitteeBBoard of Directors
CCCompensation CommitteeCChair
NCCGCNominating, Compliance and Corporate Governance CommitteeMMember
Set forth below are the names, ages and principal occupations and director positions on public companies, in each case, for the past five years, of the directors and nominees, and information relating to other positions held by them with us and other companies. Additionally, there is a brief discussion of each director’s and nominee’s experience, qualifications, attributes or skills that led to the conclusion that such person should serve as a director. There are no family relationships between or among any of the directors, executive officers and nominees for director.




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Class II Directors (Term expiring at the 2023 Annual Meeting):
EILEEN O. AUENDirector since 2016
Former Executive Chairman
age 60
Helios
Ms. Auen most recently served as Executive Chairman of Helios, a $1 billion healthcare services firm formed by the merger of PMSI, Inc. and Progressive Medical in 2013. Prior roles include Chairman and Chief Executive Officer of PMSI, Head of Healthcare Management at Aetna, and Chief Executive Officer of APS Healthcare. She currently provides consulting services to the healthcare industry through Deep Run Consulting, a firm she founded. Ms. Auen earned a bachelor’s degree in Economics and Finance from Towson University, and an M.B.A. from the University of Virginia School of Business. Ms. Auen currently serves as the Chairman of the Board of Directors for Point32Health, a $9 billion Health and Wellness Company formed by the merger of Tufts Healthplan and Harvard Pilgrim and the Lead Operating Director for Axia Women's Health. She is also a member of the Board of Directors for MedRisk, a $1 Billion Physical Medicine Company. She is also a member of the Board for the Towson University Foundation. Ms. Auen served on the Board of ICF (Nasdaq:ICFI) from 2008 until 2021 and was the Lead Director from 2016 to 2021. She also served on the Board of Medstar Union Memorial Hospital from 2014 until 2021. Ms. Auen chairs our Compensation Committee.
Director Qualifications: Ms. Auen’s extensive experience in the health care industry, including at PMSI, Aetna, APS Healthcare, Tufts Health Plan and Point32Health, provides the Company with significant management experience in the areas of finance, accounting, business operations, management, risk oversight, executive decision making and corporate governance. In addition, Ms. Auen’s experience in the healthcare payment environment provides reliable perspectives to our Board.
JAMES C. CLEMMERDirector since 2016
President and Chief Executive Officer
age 59
AngioDynamics, Inc.
Mr. Clemmer joined AngioDynamics in April 2016 as our President and CEO. Prior to joining AngioDynamics, Mr. Clemmer served as President of the Medical Supplies segment at Covidien plc from September 2006 to January 2015. In this role, Mr. Clemmer directed the strategic and day-to-day operations for global business divisions that collectively manufactured 23 different product categories. In addition, he managed global manufacturing, research and development, operational excellence, business development and all other functions associated with the Medical Supplies business. Prior to his role at Covidien, Mr. Clemmer served as Group President at Kendall Healthcare from July 2004 to September 2006, where he managed the US business across five divisions and built the strategic plan for the Medical Supplies segment before it was spun off from Tyco. Mr. Clemmer served as interim president at the Massachusetts College of Liberal Arts from August 2015 until March 1, 2016. Mr. Clemmer is a graduate of the Massachusetts College of Liberal Arts.
Director Qualifications: Through his position as our CEO and his tenure at Covidien, Mr. Clemmer brings leadership, extensive executive and operational experience, strategic expertise and a deep knowledge of the medical device industry to the Board. Mr. Clemmer’s service as a Director and CEO of AngioDynamics creates a critical link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspectives on the business.
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HOWARD W. DONNELLY Director since 2004
Former President and CEO
age 62
BlueFin Medical, LLC
From 2017-2019, Mr. Donnelly was President and CEO of Bluefin Medical, a firm focused on the regional anesthesia market. In 2019 Bluefin Medical’s technology was acquired by a private European medical technology company. From 2005 to March 2018, Mr. Donnelly was President of Concert Medical LLC, a manufacturer of interventional medical devices. Concert Medical was acquired by Theragenics in March 2018. From 2010 to 2016, Mr. Donnelly was President and CEO of HydroCision Inc., a company focused on spine surgery and the pain management market. Mr. Donnelly currently serves on the Board of Directors of HydroCision, Inc. From 2002 to 2008, Mr. Donnelly was a director and member of the audit, compensation and nominating and governance committees of Vital Signs, Inc. From 1999 to 2002, he was President of Level 1, Inc., a medical device manufacturer and subsidiary of Smiths Group. From 1990 to 1999, Mr. Donnelly was employed at Pfizer, Inc., with his last position as Vice President, Business Planning and Development for Pfizer’s Medical Technology Group from 1997 to 1999. Mr. Donnelly holds a B.S. and an M.B.A. from Bryant College. Mr. Donnelly is the Chairman of the Board.
Director Qualifications: Mr. Donnelly brings extensive industry experience as a result of his tenures at Pfizer, Level 1, Concert Medical and HydroCision. Mr. Donnelly provides the Board with valuable business, leadership and management insight, particularly in the areas of manufacturing and business combinations.
JAN STERN REEDDirector since 2016
Former Senior Vice President, General Counsel and Corporate Secretary
age 63
Walgreens Boots Alliance, Inc.
From 2013 to 2016, Ms. Reed served as Senior Vice President, General Counsel and Corporate Secretary (since 2015) at Walgreens Boots Alliance, Inc., a global pharmacy-led, health and wellbeing enterprise with annual revenues in excess of $115 billion. Prior to this role, Ms. Reed served for seven years as Executive Vice President of Human Resources, General Counsel and Corporate Secretary at Solo Cup Company, and, prior thereto, as Associate General Counsel, Corporate Secretary and Chief Governance Officer at Baxter International Inc. Ms. Reed earned a Bachelor of Arts degree, with honors, in Psychology from the University of Michigan, and a Juris Doctor from Northwestern University School of Law. Ms. Reed also currently serves as a member of the Board of Directors for Stepan Company (NYSE:SCL) and AVITA Medical, Inc. (Nasdaq:RCEL). Ms. Reed is a member of our Audit Committee and Nominating, Compliance and Corporate Governance Committee.
Director Qualifications: Ms. Reed provides the Board of Directors with global executive leadership in legal, corporate governance, risk management, health care regulatory, compliance, manufacturing and strategic business matters as well as extensive experience with acquisitions and employee development.






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



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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 2024 Annual Meeting):
WESLEY E. JOHNSON, JR.Director since 2007
Former CEO of medical device companies, Former Divisional Vice-President and General Manager
age 65
Abbott Laboratories
From February 2013 through November 2019, Mr. Johnson served as Chief Executive Officer and Director of Admittance Technologies, Inc., a medical device company. From February 2008 to May 2012, Mr. Johnson served as President, CEO and Director of Cardiokinetix, Inc., a developer of medical devices for the treatment of congestive heart failure. From October 2005 to February 2008, Mr. Johnson served as General Manager of Abbott Spine, S.A., a division of Abbott Laboratories. From June 2003 to October 2005, Mr. Johnson served as Division Vice President, Finance for Abbott Spine, a division of Abbott Laboratories. From May 1999 to June 2003, he served as Vice President of Operations and Chief Financial Officer for Spinal Concepts. From 2003 to 2007, Mr. Johnson served as a member of the Board of RITA Medical Systems, Inc. and Chairman of its Audit Committee. Mr. Johnson holds a B.B.A. in Accounting from Texas A&M University and became a certified public accountant in 1981. Mr. Johnson is chairman of our Nominating, Compliance and Corporate Governance Committee and a member of our Audit Committee.
Director Qualifications: Mr. Johnson’s service as CFO for Spinal Concepts, General Manager and Division Vice President for Abbott Laboratories and CEO of two separate medical device companies, provides valuable business, leadership and management experience, particularly with respect to the numerous financial, business and strategic issues faced by a diversified medical device company. In addition, Mr. Johnson's experience with PricewaterhouseCoopers and his positions as a public company CFO of Urologix, Inc. and Orthofix, Inc. (formerly American Medical Electronics, Inc.) provides valuable financial and accounting experience for his position on the Audit Committee.
KAREN A. LICITRADirector since 2019
Former Corporate Vice President for Worldwide Government Affairs and Policy
age 64
Johnson and Johnson
Ms. Licitra joined our Board of Directors in July of 2019. From January 2014 through August 2015, Ms. Licitra served as Corporate Vice President, Worldwide Government Affairs & Policy at Johnson & Johnson, a medical devices, pharmaceutical, and consumer packaged goods manufacturer. From December 2011 to December 2013, Ms. Licitra served as the Worldwide Chairman, Global Medical Solutions at Johnson & Johnson. From July 2002 to November 2011, she served as the Company Group Chairman and Worldwide Franchise Chairman at Ethicon Endo-Surgery, Inc., a Johnson & Johnson medical device company. From January 2001 to June 2002, she served as the President of Ethicon Endo-Surgery. From June 2015 to June 2021, she served on the Compensation Committee of the Board of Directors of Si-Bone, Inc., a medical device company focusing on a minimally invasive surgical implant system to treat sacroiliac joint dysfunction, and previously served on the Board of Directors of Novadaq Technologies Inc., a provider of proven comprehensive fluorescence imaging solutions, until the company was acquired by Stryker Corporation in 2017. Ms. Licitra received a B.S. in Commerce from Rider College. Ms. Licitra is a member of our Audit Committee and our Compensation Committee.
Director Qualifications: Ms. Licitra’s service as an executive in various roles at Johnson and Johnson provides valuable business and industry experience, leadership and insight, particularly with respect to the global, industry and strategic issues faced by a diversified medical device manufacturer.





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LORINDA A. BURGESSDirector since 2023
Director
age 61
Ms. Burgess joined our Board of Directors in July of 2023. From 2015 to 2023, Ms. Burgess served as Chief Financial Officer and Vice President of Finance for the Americas Region at Medtronic, Inc. a Fortune 200 global medical device company with more than $30 billion in annual revenues. Prior to this role, Ms. Burgess also served as Vice President of Customer Care for the America and Western Europe at Medtronic, Inc. and Vice President of Finance for the Cardiovascular Group's Sales and Marketing function. Ms. Burgess earned a Bachelor of Arts in Communication and Political Science from the University of Michigan and a Master's in Business Administration from Ohio State University. Ms. Burgess is a member of the Board of Directors for Stepan Company.
Director Qualifications: Ms. Burgess' service as CFO and VP of Finance for the Americas Region at Medtronic, Inc. provides valuable business, leadership and management experience, particularly with respect to the numerous financial, business and strategic issues faced by a diversified medical device company.

Class I Directors (Term expiring at the 2025 Annual Meeting):
DENNIS S. METENYDirector since 2004
Director
age 70
From 2014 to 2022, Mr. Meteny has been a director of Blue Water Growth LLC, a global business consulting firm with services including mergers and acquisitions, private capital solutions, product distribution, outsourcing, and a wide variety of business advisory services for its Western and Asian clients. From 2006 to January 2014, Mr. Meteny was President and Chief Executive Officer of Cygnus Manufacturing Company LLC, a privately held manufacturer of medical devices, health and safety components, and high precision transportation, aerospace and industrial products. From 2003 to 2006, Mr. Meteny was an Executive-in-Residence at the Pittsburgh Life Sciences Greenhouse, a strategic economic development initiative of the University of Pittsburgh Health System, Carnegie Mellon University, the University of Pittsburgh, the State of Pennsylvania and local foundations. From 2001 to 2003, he was President and Chief Operating Officer of TissueInformatics, Inc., a privately held company engaged in the medical imaging business. From 2000 to 2001, Mr. Meteny was a business consultant to various technology companies. Prior to that, Mr. Meteny spent 15 years in several executive-level positions, including as President and Chief Executive Officer, from 1994 to 1999, of Respironics, Inc. a cardio-pulmonary medical device company. Mr. Meteny holds a B.S. Degree in Accounting from The Pennsylvania State University and an MBA from the University of Pittsburgh. Mr. Meteny is the Chairman of our Audit Committee and a member of the Compensation Committee.
Director Qualifications: Mr. Meteny’s service as CFO, COO and CEO of Respironics, COO of TissueInformatics and CEO of Cygnus Manufacturing Company, provides our Board with valuable business, leadership and management experience, including leading a large, diverse healthcare company, giving him a keen understanding of the numerous operational and strategic issues facing a diversified medical device company such as AngioDynamics. In addition, as noted above, Mr. Meteny is the Chairman of our Audit Committee and is designated as a “financial expert” as a result of his extensive financial and accounting background with Ernst & Young and his position as CFO of Respironics.

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MICHAEL E. TARNOFF, MDDirector since 2019
President and CEO
age 55
Tufts Medical Center and Tufts Children's Hospital
Since June of 2021, Dr. Tarnoff has served as President and Chief Executive Officer of Tufts Medical Center and Tufts Children’s Hospital and served in this role on an interim basis for the nine months preceding his appointment. From June 2019 until June 2021, Dr. Tarnoff was Chair of the Department of Surgery and Surgeon-in-Chief at Tufts Medical Center and Tufts University School of Medicine in Boston, Massachusetts. Dr. Tarnoff has been a surgeon at Tufts since 2001. Dr. Tarnoff was Chief Medical Officer at Medtronic from January 2015 through August 2019. From 2008 until its acquisition by Medtronic in 2015, Dr. Tarnoff served as the Chief Medical Officer and Senior Vice President for Medical Affairs at Covidien plc. Dr. Tarnoff received a BA in psychology from Washington University in St Louis, and received an MD from and completed his residency in General Surgery at the University of Medicine and Dentistry of New Jersey. Dr. Tarnoff also completed a fellowship in Advanced Minimally Invasive Surgery at the Cleveland Clinic in Cleveland, Ohio. Dr. Tarnoff is a member of our Nominating, Compliance and Corporate Governance Committee.
Director Qualifications: Through his extensive experience as a surgeon and his roles in hospital administration, including his recent appointment as President and CEO of Tufts Medical Center, Dr. Tarnoff provides the Board of Directors with deep, expert knowledge in patient care and the United States health care system.


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CORPORATE GOVERNANCE
Director Independence
The listing standards of Nasdaq require that a majority of a listed company’s directors qualify as independent. Our Board of Directors has determined that eight of our nine directors - Mses. Auen, Burgess, Licitra and Reed, and Messrs. Donnelly, Johnson, Meteny and Tarnoff - are independent under the Nasdaq listing standards. Under the Nasdaq listing standards, an “independent director” is a director who is not an officer or employee of AngioDynamics or any subsidiary and who does not have any relationship that the Board of Directors believes would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors reviews the relationships that each director has with our Company, including relationships with the Company and any family member of each such director, on an annual basis and only those directors having no direct or indirect material relationship with our Company and who qualify as independent under the Nasdaq listing standards will be considered independent directors of AngioDynamics.
Communications with the Directors
Shareholders may communicate in writing with any particular director, the independent directors as a group, or the entire Board by sending such written communication to our Secretary at our principal executive offices, 14 Plaza Drive, Latham, New York 12110. Copies of written communications received at such address will be provided to the Board or the relevant director or directors unless such communications are determined by our outside counsel to be inappropriate for submission to the intended recipient(s). However, any communication not so delivered will be made available upon request to any director. Examples of shareholder communications that would be considered inappropriate for submission include, without limitation, customer complaints, business solicitations, product promotions, resumes and other forms of job inquiries, junk mail and mass mailings, as well as material that is unduly hostile, threatening, illegal or similarly unsuitable.
Policy on Director Attendance at Annual Meetings
All Board members are encouraged to attend our Annual Meetings of Shareholders absent an emergency or other unforeseen circumstance. All of our directors who were then serving on the Board attended our 2022 Annual Meeting of Shareholders.
Compliance Program
Our Board of Directors has adopted a written Code of Conduct for our Company. Our Code of Conduct is available at our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Governance Documents-Code of Conduct” caption. All Company officers, employees, and directors are required to comply with our Code of Conduct. Our Code of Conduct covers a number of topics, including conflicts of interest, insider trading, fair dealing, equal employment opportunity and harassment, anti-bribery, and confidential information, as well as requiring adherence to all laws, rules, and regulations applicable to our business. Employees are required to bring any violations and suspected violations of the Code of Conduct to the attention of the Company through management or our legal counsel or by using the Company’s confidential Compliance Hotline. The Company also maintains a Board-approved comprehensive compliance program to ensure our employees comply with applicable laws, rules, regulations, and industry codes when interacting with healthcare professionals.
The Company maintains the Compliance Hotline for the Company employees and third parties to use as a means of raising concerns or seeking advice. The Compliance Hotline is provided by an independent third-party and is available worldwide. Individuals using the Compliance Hotline may choose to remain anonymous and all inquiries are kept confidential to the extent practicable in connection with the investigation. All Compliance Hotline inquiries are forwarded to the Company’s Corporate Compliance Group for investigation. The Audit Committee is informed of any matters reported to the Company’s Corporate Compliance Group, whether through the Compliance Hotline, management, or otherwise, involving accounting, internal control, or auditing matters. Matters reported to the Company’s Corporate Compliance Group, whether through the Compliance Hotline, management, or otherwise, involving, among other things, compliance with laws, employee health and safety, employment, and interactions with health care professionals, are generally reported to the Nominating, Compliance, and Corporate Governance Committee.
Hedging and Pledging Policy
Our Insider Trading Policy prohibits directors and employees, including named executive officers, from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, and from engaging in borrowing against AngioDynamics’ securities held in a margin account, or pledging AngioDynamics’ securities as collateral for a loan (unless the individual can clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities).
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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 the steps management takes to manage those risks. The Board of Directors regularly assesses management’s appetite for risk and helps guide management in determining what constitutes an appropriate level of risk for the Company.
While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee reviews management’s enterprise risk assessment, which focuses on four primary areas of risk: Strategic; Financial; Operational and Legal/Compliance. In addition, the Audit Committee focuses on financial risks, including internal controls. In setting compensation, the Compensation Committee strives to create incentives that encourage an appropriate level of risk-taking behavior consistent with our business strategy. The Nominating, Compliance, and Corporate Governance Committee focuses on significant legal and regulatory compliance matters, including compliance with laws, employment matters, and interactions with health care professionals.
13


MEETINGS AND BOARD COMMITTEES
Committees of the Board
During our fiscal year ended May 31, 2023, our Board of Directors had three standing committees, the members of which have been appointed by the Board: the Audit Committee; the Compensation Committee; and the Nominating, Compliance and Corporate Governance Committee. Each committee is composed entirely of independent directors and the Chairman and members of each committee are appointed annually by the Board. Each committee is authorized to retain its own outside counsel and other advisors as it desires, subject to, for the Nominating, Compliance and Corporate Governance Committee a $100,000 annual limitation on fees and expenses for such counsel and advisors without the full Board’s prior consent.
Each committee has adopted a written charter, and a brief summary of each committee’s responsibilities follows.
Audit Committee and Audit Committee Financial Expert
The Audit Committee assists our Board of Directors in its oversight of:
the integrity of our financial statements, financial reporting process, system of internal controls over financial reporting, and audit process;
our compliance with, and process for monitoring compliance with, legal and regulatory requirements, in coordination with the Nominating, Compliance, and Corporate Governance Committee;
our independent registered public accounting firm’s qualifications and independence; and
the performance of our independent registered public accounting firm.
In addition, our Audit Committee provides an open avenue of communication between the independent registered public accounting firm and the Board.
The authority and responsibilities of the Audit Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Audit Committee” caption. The information on our website is not a part of this proxy statement.
During our fiscal year ended May 31, 2023, the members of the Audit Committee were Dennis S. Meteny, Wesley E. Johnson, Jr., Jan Stern Reed and Karen Licitra. On July 19, 2023, Lorinda Burgess was appointed to the Audit Committee. Our Board has determined that each member of the Audit Committee is independent under the Nasdaq listing standards. The Board has also determined that each member of the Audit Committee is financially literate in accordance with the Nasdaq listing standards and that Mr. Meteny, who serves as the chair of the Audit Committee, is an “audit committee financial expert,” as defined under SEC rules. The Audit Committee met ten times during our fiscal year ended May 31, 2023. All of such meetings were attended, either in person or telephonically, by all of the members of the Audit Committee. The Audit Committee took action by unanimous written consent on one occasion during the fiscal year ended May 31, 2023. Subsequent to our fiscal year end our Board appointed Lorinda Burgess to the Board of Directors and appointed her to the Audit Committee.
The report of the Audit Committee begins on page 47 of this proxy statement.
Compensation Committee
The Compensation Committee is responsible for:
assisting the Board in developing and evaluating potential candidates for executive positions;
reviewing and recommending to the Board each year the objectives that will be the basis for the payment of the annual incentive compensation to the NEOs and CEO;
reviewing the compensation for our NEOs;
reviewing and recommending to the full Board the compensation for the CEO;
reviewing our NEO's and our CEO’s performance annually in light of the Compensation Committee’s established goals and objectives;
reviewing and approving the evaluation process, compensation structure and payouts for our other executive officers annually and overseeing the CEO’s decisions concerning the performance and compensation of our other executive officers; and
reviewing and administering our incentive compensation and other stock-based plans and recommending changes in such plans to the Board, as needed.
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The authority and responsibilities of the Compensation Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Compensation Committee” caption. The information on our website is not a part of this proxy statement. The Compensation Committee has authority under its charter to delegate its responsibilities to a subcommittee of the Committee, but did not do so during our fiscal year ended May 31, 2023.
During our fiscal year ended May 31, 2023, the members of the Compensation Committee were Eileen O. Auen, Karen Licitra and Dennis Meteny, each of whom were determined by our Board of Directors to be independent under the Nasdaq listing standards. The Compensation Committee met five times during our fiscal year ended May 31, 2023. All of such meetings were attended, either in person or telephonically, by all of the then serving members of the Compensation Committee. The Compensation Committee took action by unanimous written consent on one occasion during the fiscal year ended May 31, 2023. Subsequent to our fiscal year end our Board appointed Lorinda Burgess to the Board of Directors and appointed her to the Compensation Committee.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2023 and as of the date of this proxy statement, none of the members of the Compensation Committee was or is an officer or employee of the Company, and no executive officer of the Company served or serves on the compensation Committee or Board of Directors of any company that employed or employs any member of the Company’s Compensation Committee or Board of Directors.
Nominating, Compliance and Corporate Governance Committee
The Nominating, Compliance and Corporate Governance Committee is responsible for:
assisting the Board in identifying individuals qualified to serve as directors of our Company and on committees of the Board and assessing the background and qualifications of director candidates;
advising the Board with respect to Board composition, procedures and committees;
developing and recommending to the Board a set of corporate governance principles applicable to our Company, including principles for determining the form and amount of director compensation;
overseeing the evaluation of the Board; and
overseeing the Company’s compliance with, and process for monitoring compliance with, legal and regulatory requirements, in coordination with the Audit Committee.
The Nominating, Compliance and Corporate Governance Committee’s guidelines for selecting nominees to serve on the Board are set forth in its charter and summarized below.
The Nominating, Compliance and Corporate Governance Committee may apply several criteria in selecting and assessing nominees. At a minimum, the Committee will consider:
whether each such nominee has demonstrated, by significant accomplishment in the nominee’s field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of our Company; and
the nominee’s reputation for honesty and ethical conduct in the nominee’s personal and professional activities.
Additional factors that the Committee shall take into account are set forth in its charter, and include, for example, the relevance of a candidate’s specific experiences, skills, industry background and knowledge to the business and objectives of our Company; a candidate’s contribution to the diversity of the Board (including gender, race and ethnicity); a candidate’s personal and professional integrity, character and business judgment; a candidate’s time availability in light of other commitments; any potential conflicts of interest involving a candidate; and any other factors or qualities that the Committee believes will enhance the Board’s ability to effectively oversee and direct our Company’s affairs and business, including, where applicable, the ability of Board committees to perform their duties or satisfy any independence requirements under the Nasdaq listing standards or otherwise. In identifying director candidates, the Committee also considers the composition of the Board as a whole, with the goal of achieving a balance of the above-listed criteria across the entire Board and a mix of management and independent directors, while also filling the need for particular skill sets, such as those required of the Audit Committee.
The Nominating, Compliance and Corporate Governance Committee will identify nominees by first evaluating the current members of our Board of Directors whose terms are expiring and who are willing to continue in service. In doing so, the Committee will balance the skills and experience of such current directors, as well as the value of continuity of their service, with that of obtaining new perspectives for the Board.
For new nominees, the Committee will identify potential candidates based on input from members of the Board and management and, if the Committee deems it appropriate, from one or more third-party search firms. The Committee will seek
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new qualified director candidates from, among other areas, the traditional corporate/business environment, healthcare providers and other professional fields and governmental and regulatory agencies that are relevant to our Company’s business and objectives. The Committee will seek to include qualified and diverse director candidates, including women and individuals from minority groups, in the pool from which nominees are selected. In this regard, the Committee and the Board believe that a diverse Board can lead to improved company performance by encouraging new ideas, expanding the knowledge base available to the Board and management and fostering a boardroom environment and culture that promotes new perspectives, innovation and deliberation. The composition of our directors with respect to tenure and gender diversity are shown below.
https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Gender.jpghttps://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Tenure.jpg
Once a person has been identified by the Committee as a potential candidate, the Committee will assess, based on publicly available information regarding the person, whether the candidate should be considered further. If the Committee determines that the candidate warrants further consideration and the person expresses a willingness to be considered and to serve on the Board, the Committee will request information from the candidate, review his or her accomplishments and qualifications and conduct one or more interviews with the candidate. If the candidate appears qualified, committee members may also contact references provided by the candidate or other persons with first-hand knowledge of the candidate’s experience and accomplishments. Additionally, candidates may be requested to meet with some or all of the other members of the Board of Directors. Using the input from these interviews and the other information it has obtained, the Committee will determine whether it should recommend that the Board nominate, or elect to fill a vacancy with, a final prospective candidate. The Committee’s evaluation process is the same for candidates recommended by shareholders.
The authority and responsibilities of the Nominating, Compliance and Corporate Governance Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Nominating, Compliance & Corporate Governance Committee” caption. The information on our website is not a part of this proxy statement.
During our fiscal year ended May 31, 2023, the members of the Nominating, Compliance and Corporate Governance Committee were Wesley E. Johnson, Jr., Jan Stern Reed and Michael E. Tarnoff. On July 19, 2023, Eileen O. Auen was appointed to our Nominating, Compliance and Corporate Governance Committee. Our Board has determined that each director serving on the Nominating, Compliance and Corporate Governance Committee is independent under the Nasdaq listing standards. Mr. Johnson serves as the Chair of the Committee. The Nominating, Compliance and Corporate Governance Committee met nine times during the fiscal year ended May 31, 2023. All of such meetings were attended, either in person or telephonically, by all of the members of the Nominating, Compliance and Corporate Governance Committee. The Nominating, Compliance and Corporate Governance Committee took action by unanimous written consent on one occasion during the fiscal year ended May 31, 2023.
Recommendations by Shareholders of Director Nominees
Shareholders may recommend individuals to the Nominating, Compliance and Corporate Governance Committee for consideration as potential director candidates by submitting their names and appropriate background and biographical information to the Nominating, Compliance and Corporate Governance Committee, c/o AngioDynamics, Inc., 14 Plaza Drive, Latham, New York 12110. Our shareholders also have the right to nominate director candidates without any action on the part of the Nominating, Compliance and Corporate Governance Committee or our Board of Directors by following the advance notice provisions of our by-laws as described under “Nomination of Directors.”
Meetings of the Board and Committees
Our Board of Directors held six meetings, either in person or by telephone, and took action by unanimous written consent on four occasions during our fiscal year ended May 31, 2023. Each incumbent director attended more than 75% of the meetings of the Board and of each committee of which he or she was a member that were held during the period in which he or she was a director or committee member.
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Board Diversity
The following matrix summarizes the diversity of our Board pursuant to Nasdaq's Board Diversity Rule as of September 20, 2023.
Board Diversity Matrix as of September 20, 2023
Total Number of Directors: 9
GenderFemaleMaleNon-Binary Did not Disclose Gender
Directors4401
Demographic Information
African American or Black1000
Alaskan Native or Native American0000
Asian0000
White3400
Two or more races or ethnicities0000
LGBTQ+0000
Did not Disclose Demographic Background0001
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OWNERSHIP OF SECURITIES
The following table sets forth the AngioDynamics common stock beneficially owned by each of our current directors, each of our named executive officers, all of our current directors and executive officers as a group and each person known by us to beneficially own more than 5% of our common stock as of September 20, 2023. Except as otherwise noted, each individual director or named executive officer had sole voting and investment power with respect to the AngioDynamics common stock. As of September 20, 2023, there were 39,803,032 shares of our common stock outstanding. As of September 20, 2023, no director or executive officer beneficially owned more than 1% of the shares of our outstanding common stock. As of September 20, 2023, AngioDynamics’ current directors and executive officers as a group beneficially owned 5.1% of the shares of common stock outstanding.
Significant Shareholders
Name of Beneficial Owner
Number of Shares of Common Stock Owned as of September 20, 2023(a)
% of Outstanding Shares
Of Number of Shares Beneficially Owned, Number that May be Acquired Within 60 Days of September 20, 2023
5% Owners   
BlackRock, Inc.
    55 East 52nd Street
    New York, NY 10022
6,713,897 (b)
16.9 %— 
Dimensional Fund Advisors LP
    Palisades West, Building One
    6300 Bee Cave Road
    Austin, TX, 78746
2,687,481 (c)
6.8 %— 
The Vanguard Group
    100 Vanguard Boulevard
    Malvern, PA 19355
2,781,793 (d)
7.0 %— 
Beneficial Ownership of Management
Non-Employee Directors
Eileen O. Auen91,502 *25,000 
Lorinda A. Burgess 17,041 — 
Howard W. Donnelly128,835 *— 
Wesley E. Johnson, Jr.99,347 *— 
Karen A. Licitra52,219 *— 
Dennis S. Meteny129,184 *— 
Jan Stern Reed91,818 *25,000 
Michael C. Tarnoff45,162 *— 
Named Executive Officers
James C. Clemmer814,790 *407,640 
Stephen A. Trowbridge202,363 *103,788 
David D. Helsel 120,270 *101,601 
Laura Piccinini34,922 *31,588 
Chad T. Campbell91,533 *56,529 
All directors and executive officers as a group (14 persons)(f)
2,021,449 5.1 %807,682 
 *    Represents less than one percent of the number of shares outstanding at September 20, 2023.
(a)
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules, although not outstanding, shares of common stock subject to options that are exercisable or will become exercisable within 60 days of September 20, 2023 and restricted stock units that will vest within 60 days of September 20, 2023 are deemed to be outstanding and to be beneficially owned by the person holding the securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person
(b)
Share ownership information based upon a Schedule 13G filed by BlackRock, Inc. on January 26, 2023. According to the Schedule 13G, Blackrock, Inc. has sole voting power with respect to 6,635,148 shares and sole dispositive power with respect to 6,713,897 shares.
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(c)
Share ownership information is based upon a Schedule 13G/A filed by Dimensional Fund Advisors LP on February 10, 2023. According to the Schedule 13G/A, Dimensional Fund Advisors serves as investment adviser to four investment companies and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). In its role as investment adviser, sub-adviser and/or manager Dimensional Fund Advisors and its subsidiaries may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuers held by the Funds. Dimensional Fund Advisors disclaims beneficial ownership of such securities. To the knowledge of Dimensional Fund Advisors, none of the Funds individually own more than 5% of the outstanding shares of Common Stock. The Funds have sole voting power with respect to 2,639,594 shares and sole dispositive power with respect to 2,687,481shares.
(d)
Share ownership information is based upon a Schedule 13G/A filed by the Vanguard Group on February 9, 2023. According to the Schedule 13G/A, the Vanguard Group has shared voting power with respect to 24,502 shares, sole dispositive power with respect to 2,726,256shares and shared dispositive power with respect to 55,537 shares.
(e)
Includes all of the persons identified as non-employee directors and named executive officers, Mr. Scott Centea, SVP and GM-Endovascular Therapies. Mr. Centea owns 102,463 shares of common stock, including 56,536 shares that may be acquired within 60 days of September 20, 2023.
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Equity Compensation Plan Information
The following table sets forth information, as of May 31, 2023, with respect to compensation plans under which our equity securities are authorized for issuance.  
 
(a) 
(b)
(c)  
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights (3)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (4)
2004 Equity compensation plan approved by security holders
2,101,918 (1)
$15.75— 
2020 Equity compensation plan approved by security holders
1,389,181 (2)
$24.382,855,542 
Total3,491,099 $17.902,855,542 
(1)Includes (i) 1,657,206 stock options with a weighted-average exercise price of $15.75, (ii) 212,476 restricted stock units and (iii) 232,236 performance share units.
(2)Includes (i) 549,343 stock options with a weighted-average exercise price of $24.38, (ii) 523,544 restricted stock units and (iii) 316,294 performance share units.
(3)Because there is no exercise price associated with restricted stock units and performance share units, such equity awards are not included in the calculation of the weighted-average exercise price shown here.
(4)Reflects the number of securities remaining available for future issuance under the AngioDynamics, Inc. 2020 Equity Incentive Plan.

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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Business and Performance Overview
During fiscal year 2023, we continued to execute on our strategic transformation, including:
Focusing on technologies and innovations that compete in large, fast growing, high-margin markets to produce measurable patient outcomes;
Leveraging research and development and clinical and regulatory pathway expansion; and
Attracting and retaining top talent.
In connection with our strategic transformation, we have organized our portfolio into two key platforms: Med Tech and Med Device. Med Tech comprises our high growth technology platforms including: our peripheral arterial disease Auryon Atherectomy laser, our Mechanical Thrombectomy products, including our AngioVac and AlphaVac products and our solid tumor ablation NanoKnife irreversible electroporation products. Med Device comprises our angiographic catheters, our EVLT products, our Vascular Access business and other Oncology products.
Global macroeconomic conditions continued to impact our business in fiscal year 2023. The market continues to experience disruptions with respect to inflationary pressures, consumer demand, hospital operating procedures and workflow. The reliability of our supply chain, labor shortages, backlog and 40-year high inflation rates (including the cost and availability of raw materials, direct labor and shipping) have impacted our business. Despite these persistent challenges, we made significant progress in our transformation into a customer-focused, technology-driven, growth-oriented company. We maintained our focus on disciplined investments in talent and technologies to drive revenue growth for our company in large, fast growing, highly profitable markets and augmented our operations by adding manufacturing capacity through a supply agreement with a partner in Costa Rica. In fiscal year 2023, we initiated and executed on strategic research & development and sales & marketing investments in our growth platforms, which drove growth in fiscal year 2023 and we believe positions us well for fiscal year 2024.
Highlights include:
Financial Highlights
Revenue increased by 7.1% to $338.8 million, driven by strong growth in Med Tech;
Med Tech revenue grew 22.8% and Med Device revenue grew 1.9%;
Gross profit decreased by 100 bps to 51.4%, primarily due to inflationary pressures;
Net loss increased by $25.9 million to $52.4 million, inclusive of a goodwill impairment of $14.5 million, or $0.37 per share, in connection with the divestiture transaction completed on June 8, 2023; and
Loss per share increased by $0.65 to a loss of $1.33, inclusive of a goodwill impairment of $14.5 million, or $0.37 per share, in connection with the divestiture transaction completed on June 8, 2023.

Other Highlights
Pathway expansion for Auryon in arterial thrombectomy and full market release of the hyrodphilic coated catheters;
FDA clearance of the AlphaVac F18 thrombectomy system;
Enrollment of patients in the APEX IDE study for the use of AlphaVac F18 to treat pulmonary embolism; and
Continued enrollment of patients in the PRESERVE study for the use of NanoKnife in the prostate (completed enrollment in July 2023).
Subsequent to our fiscal year end we completed the divestiture of our dialysis and BioSentry tract sealant system business for $100 million.
In connection with the divestiture we repaid all amounts owed under our then existing credit agreement.






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Key Compensation Program Features and Governance Practices
We have set forth below certain key features of our executive compensation program applicable to our named executive officers and key compensation governance practices that strengthen the alignment of our named executive officers’ interests with those of our shareholders:
Key Compensation Program FeaturesKey Compensation Governance Practices
For fiscal year 2023, 66% of our CEO's target total compensation was performance-based (including performance shares, options and short-term incentive compensation)
Robust stock ownership guidelines to align executives with our shareholders regarding our long-term performance
Mix of fixed and variable compensation, with a strong emphasis on variable, at-risk performance-based compensation
Clawback policy that allows the Company to recoup incentive-based compensation paid to executive officers under certain circumstances
Short- and long-term compensation opportunities with performance metrics tied to our strategy and performance (including relative total shareholder return)
No option repricing or cash buyout of underwater options without shareholder approval
50% of target long-term incentive opportunity is performance-contingent and measured over a three-year period
Engagement of an independent compensation consultant with no other ties to the Company or management
Full-value stock-based awards with four-year vesting to promote retention
Change in control agreements with double trigger severance arrangements
Double trigger change in control provision in the 2020 Long Term Incentive Plan
Active engagement with investors
2022 Shareholder Advisory Vote on Executive Compensation
At our 2022 annual meeting, our shareholders approved, on an advisory basis, the compensation paid to our named executive officers, as disclosed under the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related materials disclosed in the proxy statement for the 2022 annual meeting. The shareholder vote in favor of our named executive officer compensation totaled approximately 97.5 percent of all votes cast, including abstentions. The Compensation Committee considered the results of the 2022 vote and views the outcome as evidence of strong shareholder support of our executive compensation decisions and policies. Accordingly, the Compensation Committee did not change its general approach to executive compensation in fiscal year 2023.
Compensation Philosophy and Objectives
AngioDynamics operates in an extremely competitive industry. Our compensation philosophy is designed to:
align our executive officers’ compensation with our business objectives and the interests of our shareholders;
enable us to attract, motivate, engage and retain successful, qualified senior executive leadership talent necessary to achieve our long-term goals; and
reward performance, company growth and advancement of our long-term strategic initiatives.
AngioDynamics generally sets executive compensation targets for cash and equity-based compensation within a competitive range of the 50th percentile of companies in a pre-determined comparable group through a combination of fixed and variable compensation. Our compensation program supports our “pay for performance” philosophy by targeting compensation within a competitive range of the 50th percentile with the opportunity to earn higher percentile actual pay when warranted by performance. Conversely, if performance falls below objectives, the programs are structured such that actual realized pay would vary accordingly.
AngioDynamics views these ranges of compensation targets as a guideline, not a rule, in setting and adjusting our compensation programs. While the Compensation Committee attempts to base compensation decisions on the most recent market data available, it also recognizes the importance of flexibility, and may go above or below the targeted ranges for any individual or for any specific element of compensation as it sees appropriate. Individual executive compensation may be above or below the stated targets based on considerations such as individual performance, experience, history and scope of position, current market conditions and the specific needs of the business at critical points in time.
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Within this overall philosophy, the Compensation Committee’s objectives are to:
offer a total compensation package that takes into consideration the compensation practices of similarly situated companies with which we compete for exceptional senior level talent;
provide annual cash incentive awards relative to attaining certain pre-determined financial metrics, along with completion of individual objectives;
align financial incentives with shareholders’ interests through significant equity-based incentives to senior management; and
reward overachievement of goals with programs designed to have upside opportunity for participants.
Summary of Components of Executive Compensation
The following charts depict the mix of components of target compensation for our CEO and our other named executive officers established by our Compensation Committee for our fiscal year ended May 31, 2023. As demonstrated by the charts, a majority of each of our executive's target compensation is performance-based and at risk. Each of the components is described in more detail below.
https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-CEO Target Comp.jpghttps://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-CFO Target Comp.jpg
https://cdn.kscope.io/5088af143a3e97a97b07fef9a921c9d1-Other NEO Target Comp.jpg
The Compensation Committee
The Compensation Committee is responsible for: (i) assisting the Board in developing and evaluating potential candidates for executive positions; (ii) reviewing and recommending to the Board the corporate goals and objectives with respect to our CEO’s compensation on an annual basis; (iii) reviewing our CEO’s performance annually in light of the Committee’s established goals and objectives and recommending to the full Board (exclusive of the CEO) the compensation payable to the CEO; (iv) reviewing and approving the evaluation process, compensation structure and payouts for our other named executive officers annually and overseeing the CEO’s decisions concerning the performance and compensation of our other named executive officers; and (v) reviewing and ensuring our incentive compensation and other stock-based plans are administered consistent with the terms of such plans and recommending changes in such plans to the Board, as needed. The authority and responsibilities of the Compensation Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Compensation Committee” caption. The information on our website is not a part of this proxy statement.
Our Board of Directors has determined that all of the directors who were members of the Compensation Committee during our fiscal year ended May 31, 2023, Ms. Auen, Ms. Licitra and Mr. Meteny, are independent under the Nasdaq listing standards. Although the Compensation Committee comprises solely independent directors, it does consider the recommendations, if any, provided by our CEO in determining the appropriate levels of compensation for our named executive officers, other than the CEO.

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Independent Compensation Consultant
The Committee has the authority, in its sole discretion, to retain compensation consultants. In establishing executive compensation for fiscal year 2023, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant based on its expertise and past service to the Committee. Meridian provided research, data analyses, benchmarking information and design expertise in developing compensation programs for executives and incentive programs for eligible employees. Meridian kept the Compensation Committee apprised of regulatory developments and market trends related to executive compensation practices. Meridian does not determine or recommend the exact amount or form of executive compensation for any of our executive officers or directors. Representatives of Meridian attended meetings of the Compensation Committee, as requested. The Committee assessed the independence of Meridian and concluded that no conflict of interest exists with respect to its services to the Compensation Committee. Among other things in fiscal year 2023, Meridian:
analyzed our historical and current compensation practices and philosophies, and assisted in determining comparable positions and job descriptions;
performed a proxy review using peer group data and other industry specific surveys to analyze base salary, total cash compensation, and long-term incentives paid to executives and summarized its findings in the form of a competitive pay analysis to inform fiscal year 2023 target compensation; and
presented recommendations for comprehensive executive plan strategy and pay structure for fiscal year 2023, including base salary levels, design of the annual bonus program, design of long-term incentive programs and amount and allocation of short-term and long-term incentive compensation components.
Compensation Peer Group
For fiscal year 2023 compensation decisions, Meridian reassessed the list of peer companies to be used in compensation benchmarking analysis, focusing on publicly-traded medical device companies with revenues of approximately 1/3x to 3x our current revenue at the time of selection. The result of the analysis was the following peer group of 18 companies with our revenue positioned at approximately the median of the group at the time of selection.
Accuray IncorporatedAvanos Medical, Inc.Globus Medical Inc.Penumbra, Inc.
Alphatec Holdings, Inc. Cardiovascular Systems, IncLantheus Holdings, Inc.STAAR Surgical Company
Artivian, Inc. CONMED CorporationLeMaitre Vascular, Inc.Surgalign Holdings
AtriCure, Inc.CryoLife, Inc.Nevro Corp.Surmodics, Inc.
Atrion CorporationGlaukos CorporationOrthofix Medical Inc.
In addition, as described below Meridian also assisted the Company in comprising the peer group for performance share awards granted in fiscal year 2023.
Named Executive Officers
AngioDynamics’ named executive officers (or "NEOs") for fiscal year 2023 are as follows:
Executive Officer
Title
James C. ClemmerPresident and Chief Executive Officer
Stephen A. TrowbridgeExecutive Vice President and Chief Financial Officer
David D. Helsel
Senior Vice President, Global Operations and Research and Development
Chad T. CampbellSenior Vice President and General Manager, Vascular Access and Oncology
Laura PiccininiSenior Vice President and General Manager, International
This Compensation Discussion and Analysis and the tables that follow describe compensation decisions regarding our NEOs.
Components of Executive Compensation for Fiscal Year 2023
The three components of the compensation program for named executive officers are base salary, annual cash incentive compensation and long-term equity-based incentive awards in the form of performance share awards, stock options and restricted stock unit awards. The Compensation Committee administers these components with the goal of providing total compensation that is competitive in the marketplace, while recognizing meaningful differences in individual performance and
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offering the opportunity to earn superior rewards when merited by individual performance. The Compensation Committee’s policy is to establish ranges for base salary, annual cash incentive compensation and equity-based incentives for named executive officer positions, including that of the CEO, along with the full Board, with consideration to the amounts paid by similarly-situated companies, which include publicly traded companies of similar structure, revenue, and profitability in the medical device and life sciences industries.
Base Salaries
The base salary for each named executive officer is determined at levels considered appropriate for comparable positions at similarly situated companies, while generally targeting the 50th percentile for total cash compensation of executives at such similarly situated companies. Adjustments to each individual’s base salary are made based on annual performance reviews with consideration given to the executive’s performance as well as his/her salary compared with the range of those listed in the aforementioned survey and our executives generally. Among the criteria used in the annual performance reviews are the work and supervisory performance of the executive, demonstrated management and leadership skills, performance to specific established personal goals, and the strengths and weaknesses that the executive demonstrates on the job.
Base salary increases for the named executive officers occurred in fiscal year 2023, that were effective September 1, 2023 as summarized in the below table:
Name
Fiscal 2022 Base Salary
Fiscal 2023 Base Salary
Percentage Increase
James C. Clemmer$740,000$760,0002.7%
Stephen A. Trowbridge$412,000$428,4804.0%
David D. Helsel $362,560$373,4373.0%
Chad T. Campbell$326,561$342,8895.0%
Laura Piccinini (1)
$355,679$336,009(5.5)%
(1)Ms. Piccinini is paid in Euros, which was converted to U.S. Dollars using a period average exchange rate for fiscal years 2023 and 2022 of 1.05 Euro per Dollar and 1.14 Euro per Dollar, respectively. As a result of the exchange rate fluctuations, Ms. Piccinni's base salary appears to have been reduced. Based upon the spot rate on the date that Ms. Piccinni's base salary was set for fiscal year 2023, she received a 3% base salary increase.
Annual Cash Incentives
The Compensation Committee believes that a meaningful portion of the annual compensation of each named executive officer should be in the form of annual cash incentive compensation.
For our fiscal year ended May 31, 2023, annual cash incentive targets were based upon a mix of pre-determined financial metrics and the achievement of pre-determined corporate objectives with compensation up to a maximum of 200% of the target incentive payment amounts if we overachieve our targets. The table below sets forth the targets set by the Compensation Committee, the rationale for the particular goal and achievement against targets:
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GoalRationaleTargetTarget Bonus PercentAchievement
($)
Achievement
(% of target)
Bonus Payout
(%)
Financial Metrics:}
Net SalesDirectly linked to creating long-term value for shareholders$350.0 million60%$338.8 million 96.8%12.0%25%
Adjusted EBITDA*$23.9 million20%$22.6 million94.6%7.0%
Corporate Objectives:
Commercial launch of AlphaVac F18Directly linked to strategic plan and creating long-term value for shareholdersQualitative 20%Achieved target expectations30.0%6.0%
Site initiations under IDE approval for APEX
Site initiations for PRESERVE
Transfer of products to Costa Rica third-party manufacturing

The achievement on the financial metrics as a percent of target is based upon pre-determined quantitative levels of achievements. Adjusted EBITDA, excludes the amortization of intangibles, change in fair value of contingent consideration, acquisition, restructuring and other items and the tax effect of these items. For our corporate objectives, the Committee takes both a goal specific and a comprehensive evaluation approach to determine total achievement. Assessing the overall specifics with respect to each goal, as well as the impact of these activities on the Company's strategic transformation and the fiscal year operating resulting, including revenue growth, gross margin and adjusted earnings per share, the Committee awarded attainment of 30% of our corporate objective metrics.
In fiscal year 2023, the target incentive payment amounts and the actual payout amounts, each as a percentage of base salary, for the named executive officers were as follows:
Name
Target as a Percentage of Base Salary
Actual Payout as a Percentage of Target
Actual Payout as a Percentage of Base Salary
Total Amount Paid
James C. Clemmer100%25%25%$190,000
Stephen A. Trowbridge65%25%16%$69,628
David D. Helsel
50%25%12%$46,680
Chad T. Campbell60%25%15%$51,433
Laura Piccinini60%25%15%$50,401

Long-Term, Equity-Based Incentive Awards
In 2004, we adopted the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan, as amended, (the "2004 Plan"). In 2020, we adopted the AngioDynamics, Inc. 2020 Equity Incentive Plan, (the "2020 Plan"), as the successor to the 2004 Plan. As such, there will be no further grants under the 2004 Plan. The 2020 Plan provides for the grant of incentive awards, including performance share awards, performance unit awards, restricted stock awards and restricted stock unit awards, as well as incentive and non-qualified stock options and stock appreciation rights. The Compensation Committee believes that including equity grants as a significant component of executive compensation aligns our executives’ interest with those of our shareholders. The Compensation Committee has made grants of stock options, restricted stock unit awards and performance share awards and, in the future, expects to offer additional awards under equity plans approved by the shareholders in order to provide named executive officers with an opportunity to share, along with shareholders, in our long-term performance and to reward these individuals for their contribution to our performance.
The target value of stock options, restricted stock units or performance share awards granted to each named executive officer is based upon several factors, including: (i) position with AngioDynamics; (ii) base salary; (iii) performance; and (iv) the grants made, on average, by similarly situated companies to executives with similar responsibilities. For our fiscal year ended May 31, 2023, the Compensation Committee set targets of total long-term incentive awards as follows:
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NameTarget Long-term Incentive Awards %Composition
James C. Clemmer375% of base salary}50% performance share awards
25% restricted stock units
25% options
Stephen A. Trowbridge160% of base salary
David D. Helsel 85% of base salary
Chad T. Campbell100% of base salary
Laura Piccinini100% of base salary
For long term inventive awards made in fiscal year 2023, the Committee determined to grant each of the named executive officers 100% of target.

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

Performance share awards are generally made each year with awards having a three-year term with payouts to be made in shares of AngioDynamics’ common stock at the end of the term depending on performance against pre-determined goals. For the fiscal year 2023 awards (granted on July 20, 2022), 100 percent of the performance shares will be measured based on our cumulative revenue over the three-year performance period. At the beginning of the performance period, the threshold, target and maximum revenue goals were set by the Compensation Committee for the entire three-year performance period. For fiscal year 2023, the Committee based the award 100% on revenue because of the Company's three-year strategic plan focused on revenue growth and investment focused on our Med Tech platforms, while continuing with short-term incentive metrics to link performance to an Adjusted EBITDA metric. The revenue goal established by the Committee is designed to be difficult but achievable if the executives deliver strong performance.
At the end of the performance period, the total number of shares eligible to vest is subject to a relative total shareholder return (“TSR”) modifier to more closely align management and shareholder interests. The TSR modifier can adjust the aggregate number of shares eligible to vest at the end of the three-year period up or down by a maximum of 20% at the 75th and 25th percentile of performance relative to a peer group of companies with similar risk profiles to AngioDynamics, respectively. The modifier will be calculated on a straight-line basis for relative TSR performance between the 75th and 25th percentiles. Therefore, with the TSR modifier applied, 0% to 240% of the total target number of shares subject to the fiscal year 2023 performance share unit awards will be eligible to vest at the end of the three-year performance period.
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The peer group for performance share awards granted in fiscal year 2023 is set forth in the table below.  
Abbott LaboratoriesGlaukos CorporationMedtronic plc
Abiomed Inc.Globus Medical, Inc.Nevro Corp.
Accuray Inc.Heska Corporation NovoCure Limited
Alphatec Holdings, Inc.Hologic, Inc.NuVasive, Inc.
ArtiCure, Inc.IDEXX Laboratories, Inc.Omnicell, Inc.
Artivion, Inc.Inari Medical, Inc.Orthofix Medical Inc.
Baxter International Inc.InMode LtdPenumbra, Inc.
Becton, Dickinson & CompanyInogen, Inc.QuidelOrtho Corporation
Boston Scientific CorporationInspire Medical Systems, Inc.ResMed Inc.
Cardiovascular Systems, Inc.Insulet CorporationShockWave Medical, Inc.
CONMED CorporationInteger Holdings CorporationSteris Corporation
Cryoport, Inc.Integra Lifesciences Holdings CorporationStryker Corporation
Cue Health Inc.Intuitive Surgical, Inc.Tactile Systems Technology, Inc.
Cutera, Inc.Invacare CorporationTandem Diabetes Care, Inc.
Dexcom, Inc.iRhythm Technologies, Inc.Teleflex Incorporated
Edwards Lifesciences CorpLivaNova PLCVarex Imaging Corporation
Enovis CorporationLumiraDx LimitedZimmer Biomet Holdings, Inc.
Envista Holdings CorporationMasimo CorporationZimVie Inc.
Except as described below under "Potential Payments Upon Termination or Change in Control," in the event of the named executive officer’s termination of employment, all of his or her unvested options, restricted stock units and performance share awards are generally forfeited in accordance with the provisions of the 2004 Plan, the 2020 Plan and the applicable grant agreement.
For our fiscal year ended May 31, 2023, based upon the Black-Scholes valuation for our options as of July 20, 2022, the Compensation Committee granted the following options to our named executive officers, which vest ratably over four years:
Executive OfficerNumber of Options
James C. Clemmer77,530 
Stephen A. Trowbridge18,650 
David D. Helsel
8,646 
Chad T. Campbell10,312 
Laura Piccinini9,341 
For our fiscal year ended May 31, 2023, based upon the closing price for our common stock as of July 20, 2022, the Compensation Committee granted the following restricted stock units for our named executive officers, which vest ratably over four years:
Executive OfficerNumber of Restricted Stock Units
James C. Clemmer33,094 
Stephen A. Trowbridge7,961 
David D. Helsel
3,691 
Chad T. Campbell4,402 
Laura Piccinini3,987 
For our fiscal year ended May 31, 2023, the Compensation Committee granted the following performance share awards for our named executive officers with a target number of performance shares as follows:
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Executive OfficerTarget Number of Performance Shares
James C. Clemmer66,187 
Stephen A. Trowbridge15,922 
David D. Helsel
7,381 
Chad T. Campbell8,803 
Laura Piccinini7,974 
Equity grants made to our named executive officers in fiscal year 2023 are set forth below in the table titled “Grants of Plan-Based Awards for Fiscal Year 2023.”
Vesting of Fiscal 2021 Performance Share Awards
Goals: The Fiscal 2021 Performance Share Awards had a three year performance period from June 1, 2020 through May 31, 2023. These grants were structured with performance targets linked to:
(i) 50% revenue and revenue growth-based targets with a pre-determined revenue target set for year 1, a 7% growth target for year 2 over the actual revenue achieved in year 1 and a 9% growth target for year 3 over the actual revenue achieved in year 2; and
(ii) 50% Adjusted EPS targets pre-determined for each year. Performance against these financial targets is then modified by relative TSR achievement over the performance period against a pre-determined comparator group.
The Compensation Committee believes that the respective revenue and Adjusted EPS goals when established were difficult to achieve and that their achievement would reflect executive performance that would benefit the Company and its shareholders over the long term.
Achievement:
In year 1, the Company achieved revenue of $291.0 million and Adjusted EPS of $0.05, which resulted in 148% achievement of the year 1 revenue portion and 100% achievement of the year 1 adjusted EPS portion;
in year 2, the Company achieved revenue growth of 8.7% and Adjusted EPS of $0.00, which resulted in 147% achievement of the year 2 revenue portion and 0% of the year 2 Adjusted EPS portion; and
in year 3 the Company achieved revenue growth of 7.1% and Adjusted EPS of $(0.06), resulting in 53% achievement of the year 3 revenue portion and 0% achievement of the year 3 Adjusted EPS portion.
As a result, the overall weighted payout percentage of target for the full three year grant was 76%. The Company achieved a relative TSR ranking versus the applicable peer group of the 33rd percentile which resulted in a 0.838x modifier. As a result, 64% of Mr. Clemmer's, Mr. Trowbridge's, Mr. Helsel's and Mr. Campbell’s fiscal 2021 grant of performance share awards were earned.
Executive Officer
Threshold (#) (1)
Target
(#) (1)
Maximum (#) (1)
Actual (#)
James C. Clemmer— 108,871 217,742 69,676 
Stephen A. Trowbridge— 30,241 60,482 19,354 
David D. Helsel
— 15,081 30,162 9,650 
Chad T. Campbell— 13,453 26,906 8,610 
Laura Piccinini— — — — 
(1) Excluding TSR modifier.
Other Compensation Considerations
CEO Employment Agreement
On April 1, 2016, AngioDynamics entered into an employment agreement with James C. Clemmer, appointing Mr. Clemmer as President and Chief Executive Officer of the Company, effective April 4, 2016. Pursuant to that employment
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agreement, Mr. Clemmer, serves as the Company’s President and CEO for successive one-year terms unless either party notifies the other in writing not later than March 1 immediately prior to the anniversary of the employment agreement effective date. Mr. Clemmer’s employment agreement provides him with an annual base salary ($760,000 in fiscal year 2023) and eligibility for an annual bonus with a target level of 100% of his base salary, payable based upon our achievement of pre-determined financial metrics as discussed in further detail above. In addition, pursuant to the agreement, Mr. Clemmer is eligible to receive (i) an executive car allowance of $1,500 per month (less applicable taxes) and (ii) reimbursement for reasonable business expenses incurred during the period of employment subject to the Company’s expense reimbursement policies. Mr. Clemmer is eligible to participate in the benefit and perquisite plans and programs generally available to senior executives of the Company, including health insurance, life and disability insurance, the Employee Stock Purchase Plan, 401(k) plan and flexible spending plan. The employment agreement also provides Mr. Clemmer with severance benefits in certain circumstances, as more fully described below.
Stock Ownership Guidelines
To further align the interests of management and shareholders, we maintain stock ownership guidelines for our senior executive officers, including our named executive officers. Our CEO is required to hold a number of shares with a value equal to three times his or her base salary, while our EVP and CFO and each of our SVPs are required to hold a number of shares with a value equal to one times his or her base salary. A senior executive who holds a number of shares less than the applicable ownership level must hold 100% of all Net Shares (as defined below) granted by the Company until the ownership level is met. "Net Shares" are all shares received pursuant to all Company equity awards excluding shares sold to cover (i) the exercise price of options and/or (ii) taxes. The Compensation Committee is mindful that each individual’s personal circumstances will affect progress toward the targeted levels of stock ownership. Senior executives who are unable to achieve or maintain the targeted level of ownership may consult with the Compensation Committee with respect to a hardship exemption. Each of our named executive officers is currently in compliance with the applicable holding requirements.

Hedging and Pledging Policy
Our Insider Trading Policy prohibits directors and employees, including named executive officers, from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, and from engaging in borrowing against AngioDynamics’ securities held in a margin account, or pledging AngioDynamics’ securities as collateral for a loan.
Clawback Policy
If any award (including an annual cash incentive award as well as a long-term equity-based incentive award) was granted to an AngioDynamics’ executive and the Compensation Committee (or the Board of Directors) later determines that the financial results of the Company used to determine the amount of that award, or any payment under that award, whether to the executive or to the executive’s beneficiary, are materially restated and that such executive engaged in fraud or intentional misconduct with respect to the inputs to, or determination of, such financial results, the Company will seek repayment or recovery of the award, as the Board of Directors in its sole discretion determines is reasonable and appropriate, notwithstanding any contrary provision of any incentive plan. In addition, the Compensation Committee or the Board of Directors may provide that any executive and/or any award, including any shares subject to or issued under an award, is subject to any other recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time.
Perquisites
All executives of AngioDynamics are entitled to an automobile allowance of $1,200 per month ($1,500 in the case of our CEO) and we will cover the employee's expenses for mileage or gas for company related business.
Deferred Compensation Program
We do not sponsor or maintain any non-qualified deferred compensation programs for the benefit of any of our named executive officers.
Severance and Change in Control Arrangements
As described more fully below under the heading entitled “Potential Payments Upon Termination or Change in Control,” we maintain various arrangements with our named executive officers under which they may be eligible for severance payments and benefits, including change in control benefits. Given our relative size in our industry and the continued trend toward consolidation in our industry, we believe that we need strong, market competitive change in control benefits to attract and retain key executives. We believe this to be particularly important during and beyond an acquisition to ensure the ongoing success of our business and to maximize value for our shareholders. Each of our change in control agreements contains a “double trigger”
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whereby there must be both a change in control and a qualifying termination of employment before payment of such benefits thereunder to the executive. We believe that these agreements encourage retention by providing an incentive for the executive to remain with us until the completion of a pending change in control and by providing security to the executive, either in the form of continued employment or severance benefits, following a change in control.
Internal Revenue Code Section 162(m) Considerations
Section 162(m) of the Internal Revenue Code generally prohibits a publicly held corporation from claiming a federal income deduction for compensation in excess of $1.0 million paid for a given fiscal year to certain current and former executive officers, including the CEO and CFO and to the other three most highly compensated officers as of the end of a fiscal year. Effective for taxable years beginning after December 31, 2017, Section 162(m)’s exemption from this deduction limit for “qualifying performance-based” compensation (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by shareholders) has been repealed, such that compensation paid to our named executive officers in excess of $1.0 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.
The Compensation Committee maintains maximum flexibility in the design of our compensation programs and continues to reserve the discretion to exceed the limitation on deductibility under Section 162(m) to ensure that our named executive officers are compensated in a manner that it believes to be consistent with the Company’s best interests and those of its shareholders.
Compensation Policies and Practices Relating to Risk Management
Each year, the Compensation Committee reviews our compensation programs applicable to all employees and reviews and approves the compensation program applicable to executives, including the named executive officers. Based on the Compensation Committee’s review of the terms and elements of these programs, as well as our practices and policies, the Compensation Committee determined that the Company’s compensation policies and practices are appropriately designed to provide incentives for our employees without creating an inappropriate risk of excessive risk taking. Among other factors, the Compensation Committee’s compensation philosophy generally discourages excessive risk taking by, among other things:
targeting base salary at or near the 50th percentile of comparable companies, providing meaningful compensation at a competitive and market-appropriate level;
designing total compensation programs to include a meaningful amount of long-term incentive compensation;
balancing the composition of the Company’s long-term incentive program to include time based restricted stock units and stock options to go along with performance shares;
capping the total payout of short-term cash incentive opportunities;
adopting a code of ethics and business conduct applicable to all employees and directors; and
maintaining incentive plans that, in aggregate, assess performance multi-dimensionally, including top line, bottom line, TSR and qualitative measures.

In addition, the Company’s 2004 Plan, as amended, and the 2020 Plan each includes clawback provisions that provide that any award (including annual cash incentive awards as well as long-term equity-based incentive awards) granted to an executive are subject to repayment if the Compensation Committee or the Board of Directors later determines that the financial results of the Company upon which such awards were based are materially restated and such executive engaged in fraud or intentional misconduct in connection with such financial results. See Clawback Policy set forth in this Compensation Discussion and Analysis.
Based on the Compensation Committee’s review, the Company has concluded that the risks arising from its compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors evaluates and makes recommendations to the Board of Directors regarding the compensation of the CEO and approves the compensation of our other named executive officers. The Compensation Committee also administers all executive compensation programs, incentive compensation plans and equity-based plans and all other compensation and benefit programs currently in place. We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for filing with the SEC.
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Eileen O. Auen (Chairman)
Karen A. Licitra
Dennis S. Meteny

32



Summary Compensation Table for Fiscal Year 2023
The following table sets forth information concerning the compensation for services, in all capacities for our fiscal year ended May 31, 2023 of our named executive officers.
Name and Principal Position
Fiscal Year
Salary ($)
Bonus ($)
Stock Awards ($)(1)
Option Awards ($)(2)
Non-Equity Incentive Plan Compensation ($)
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3)
All Other Compensation ($)(4) 
Total ($)
James C. Clemmer
2023756,154 — 2,281,808 718,967 190,000 — 36,762 3,983,691 
President, CEO2022736,154 — 3,156,377 991,335 740,000 — 35,862 5,659,728 
2021720,000 — 1,598,221 539,230 1,152,000 — 36,462 4,045,913 
Stephen A. Trowbridge2023425,311 — 548,911 172,949 69,628 — 33,080 1,249,879 
EVP, CFO2022409,692 — 624,894 196,264 267,800 — 32,077 1,530,727 
2021400,000 — 443,943 149,785 384,000 — 28,985 1,406,713 
David D. Helsel
2023371,345 — 254,471 80,178 46,680 — 32,951 785,625 
SVP, Global Operations and R&D2022360,529 — 342,292 107,512 181,280 — 32,044 1,023,657 
2021352,000 — 221,384 74,694 281,600 — 30,688 960,366 
Chad T. Campbell (5)
2023339,749 — 274,904 86,623 51,433 — 25,327 778,036 
SVP & GM, Vascular Access and Oncology 2022324,146 — 370,157 116,259 195,937 — 24,110 1,030,609 
2021314,001 2,900 197,485 66,631 251,201 — 21,646 853,864 
Laura Piccinini (6)
2023334,378 — 303,494 95,627 50,401 — 59,536 843,436 
SVP & GM, International2022355,679 — 483,872 510,582 177,839 — 101,004 1,628,976 
(1)
Stock Awards: The stock awards column represents aggregate grant date fair value of restricted stock unit awards and performance share awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. Accordingly, the grant date fair value of restricted stock units was determined by multiplying the number of restricted stock units by the closing stock price on the date of grant, while the grant date fair value of performance share awards was determined using a Monte Carlo simulation. The assumptions used in the valuation of stock-based awards are discussed in Note 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023. The table below shows the grant date fair value of the performance share awards included in the stock awards column for each year, and the maximum grant date value assuming that the highest level of performance conditions was achieved:
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Performance Shares
NameGrant DateGrant Date Fair Value
Maximum Grant Date Value (a)
James C. Clemmer7/20/2022$1,569,294 $3,138,588 
7/21/2021$2,165,121 $4,330,242 
8/7/2020$1,058,226 $2,116,452 
Stephen A. Trowbridge7/20/2022$377,511 $755,022 
7/21/2021$428,656 $857,312 
8/7/2020$293,943 $587,886 
David D. Helsel7/20/2022$175,004 $350,008 
7/21/2021$234,796 $469,592 
8/7/2020$146,587 $293,174 
Chad T. Campbell7/20/2022$189,064 $378,128 
7/21/2021$253,919 $507,838 
8/7/2020$130,763 $261,526 
Laura Piccinini7/20/2022$208,719 $417,438 
7/21/2021$170,774 $341,548 
(a) Excludes TSR modifier. For maximum grant date value with the TSR modifier see Grants of Plan-Based Awards for Fiscal Year 2023.
(2)
Option Awards: The option awards column represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The fair value of each stock option award is estimated on the grant date using the Black-Scholes option valuation model. The assumptions used in the valuation of stock-based awards are discussed in Note 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023.
(3)
For each of the Named Executive Officers, the amounts reported in Non-Equity Incentive Plan Compensation include the payments under our fiscal year 2023 annual cash incentive program, as described above under “Annual Cash Incentives.”
(4)For each of the Named Executive Officers, the amounts reported in All Other Compensation include amounts we contributed as matching contributions under the 401(k) Plan, car allowance, payments for leased vehicles and housing allowance in connection with commencement of employment and are provided in the table below:
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Name Fiscal Year401(k) Match ($)Car Allowance ($)Housing Allowance ($)Total All Other Compensation ($)
James C. Clemmer202318,762 18,000 — 36,762 
202217,862 18,000 — 35,862 
202118,462 18,000 — 36,462 
Stephen A. Trowbridge202318,680 14,400 — 33,080 
202217,677 14,400 — 32,077 
202114,585 14,400 — 28,985 
David D. Helsel202318,551 14,400 — 32,951 
202217,644 14,400 — 32,044 
202116,288 14,400 — 30,688 
Chad T. Campbell202310,927 14,400 — 25,327 
20229,710 14,400 — 24,110 
20217,246 14,400 — 21,646 
Laura Piccinini202319,614 8,555 31,368 59,537 
202218,982 13,622 68,400 101,004 
(5)Mr. Campbell received a one-time market adjustment bonus award of $2,900 in fiscal 2021.
(6)Ms. Piccinini commenced employment with the Company on June 1, 2021 and is paid in Euros, which was converted to U.S. Dollars using a period average exchange rate for fiscal years 2023 and 2022 of 1.05 Euro per Dollar and 1.14 Euro per Dollar, respectively.

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Grants of Plan-Based Awards for Fiscal Year 2023
The following table provides information with respect to options to purchase shares of Common Stock, restricted stock units and performance awards granted to the named executive officers in fiscal year 2023.  
Name
Grant Date(2)
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards
All Other Stock Awards: Number of Shares of Stock or Units
(#)
All Other Option Awards: Number of Securities Underlying Options
(#)(4)
Exercise or Base Price of Option Awards
($/Sh)
Grant Date Fair Market Value of Stock and Option Awards
($)(5)
Threshold
($)(3)
Target ($)
Maximum ($)
Threshold (#)
Target
(#)
Maximum (#)
James C. Clemmer— 30,400 760,000 1,520,000 — — — — — — — 
7/20/2022— — — 10,590 66,187 158,849 — — — 1,569,294 
7/20/2022— — — — — — 33,094 — — 712,514 
7/20/2022— — — — — — — 77,530 21.53 718,967 
Stephen A. Trowbridge— 11,140 278,512 557,024 — — — — — — — 
7/20/2022— — — 2,548 15,922 38,213 — — — 377,511 
7/20/2022— — — — — — 7,961 — — 171,400 
7/20/2022— — — — — — — 18,650 21.53 172,949 
David D. Helsel — 7,469 186,719 373,438 — — — — — — — 
7/20/2022— — — 1,181 7,381 17,714 — — — 175,004 
7/20/2022— — — — — — 3,691 — — 79,467 
7/20/2022— — — — — — — 8,646 21.53 80,178 
Chad T. Campbell— 8,229 205,733 411,466 — — — — — — — 
7/20/2022— — — 1,276 7,974 19,138 — — — 189,064 
7/20/2022— — — — — — 3,987 — — 85,840 
7/20/2022— — — — — — — 9,341 21.53 86,623 
Laura Piccinini— 8,064 201,606 403,212 — — — — — — — 
7/20/2022— — — 1,408 8,803 21,127 — — — 208,719 
7/20/2022— — — — — — 4,402 — — 94,775 
7/20/2022— — — — — — — 10,312 21.53 95,627 
 
(1)
The amounts shown under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” represent the threshold, target, and maximum amounts payable under our fiscal year 2023 annual cash incentive program, as described above under “Annual Cash Incentives.”
(2)
Grant Date pertains to the grant date of fiscal year 2023 stock option, restricted stock unit, and performance share awards. For a description of the vesting terms applicable to fiscal year 2023 equity awards, please refer to the above discussion under “Long-Term, Equity-Based Incentive Awards.”
(3)Threshold represents the minimum amount earned if one of the financial metrics under the plan on which 20% of the bonus is based were achieved at the minimum level needed for any payment.
(4)These options have a ten-year term.
(5)
Represents grant-date fair value based on FASB ASC 718 for fiscal year 2023 equity grants. The assumptions used in the valuation of stock-based awards are discussed in Note 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023.









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Outstanding Equity Awards at Fiscal 2023 Year-End
The following table summarizes the number of securities underlying outstanding equity awards for the named executive officers on May 31, 2023.
 
Option Awards (1)
Stock Awards (2)
Number of Securities Underlying Unexercised Options (#)
Shares or Units of Stock That Have Not Vested
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
Name
Option Grant Date

Exercisable

Unexercisable
Option Exercise Price
($)
Option Expiration Date
Grant Date
Number 
(#)(3)
Market Value
($)
Grant Date
Number (#)(4)
Market or Payout Value ($)
James C. Clemmer7/27/1674,642 — 16.59 7/27/237/17/196,276 59,371 8/7/20108,871 1,029,920 
7/26/1777,627 — 16.55 7/26/277/14/2027,218 257,482 7/21/2174,840 707,986 
7/18/1855,651 — 20.93 7/18/287/21/2128,065 265,495 7/20/2266,187 626,129 
7/17/1962,976 20,991 21.54 7/17/297/20/2233,094 313,069 — — — 
7/14/2080,119 80,118 9.92 7/14/30— — — — — — 
7/21/2125,417 76,250 26.49 7/21/31— — — — — — 
7/20/22— 77,530 21.53 7/20/32— — — — — — 
Stephen A. Trowbridge7/27/1612,142 — 16.59 7/27/237/17/191,045 9,886 8/7/2030,241 286,080 
7/26/1713,018 — 16.55 7/26/272/3/201,344 12,714 7/21/2114,817 140,169 
7/18/189,324 — 20.93 7/18/287/14/207,561 71,527 7/20/2215,922 150,622 
7/18/185,708 — 20.93 7/18/287/21/215,556 52,560 — — — 
7/17/1910,482 3,493 21.54 7/17/297/20/227,961 75,311 — — — 
2/3/2013,653 4,551 13.74 2/3/30— — — — — — 
7/14/2022,256 22,254 9.92 7/14/30— — — — — — 
7/21/215,032 15,096 26.49 7/21/31— — — — — — 
7/20/22— 18,650 21.53 7/20/32— — — — — — 
David D. Helsel12/18/1750,000 — 17.20 12/18/277/17/19869 8,221 8/7/2015,081 142,666 
7/18/189,004 — 20.93 7/18/287/14/203,770 35,664 7/21/218,116 76,777 
7/18/186,659 — 20.93 7/18/287/21/213,044 28,796 7/20/227,381 69,824 
7/17/198,712 2,903 21.54 7/17/297/20/223,691 34,917 — — — 
7/14/2011,098 11,098 9.92 7/14/30— — — — — — 
7/21/212,757 8,269 26.49 7/21/31— — — — — — 
7/20/22— 8,646 21.53 7/20/32— — — — — — 
Chad T. Campbell7/27/1675,000 — 16.59 7/27/237/17/19775 7,332 8/7/2013,453 127,265 
7/26/1711,744 — 16.55 7/26/277/14/203,364 31,823 7/21/218,777 83,030 
7/18/188,422 — 20.93 7/18/287/21/213,291 31,133 7/20/227,974 75,434 
7/18/182,854 — 20.93 7/18/287/20/223,987 37,717 
7/17/197,771 2,590 21.54 7/17/29— — — — — — 
7/14/209,900 9,900 9.92 7/14/30— — — — — — 
7/21/212,981 8,942 26.49 7/21/31— — — — — — 
7/20/22— 9,341 21.53 7/20/32— — — — — 
Laura Piccinini6/1/2112,500 37,500 23.49 6/1/316/1/217,500 70,950 7/21/215,903 55,842 
7/21/212,005 6,014 26.49 7/21/317/21/212,214 20,944 7/20/228,803 83,276 
7/20/22— 10,312 21.53 7/20/327/20/224,402 41,643 
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(1)Stock options vest 25% on each of the first four anniversaries following the grant date.
(2)
The value of restricted stock units and performance share awards is determined using the closing price of our common stock on May 31, 2023 (the last trading day in fiscal year 2023) of $9.46.
(3)Restricted stock units vest 25% on each of the first four anniversaries following the grant date.
(4)The 2021, 2022 and 2023 performance share awards vest at the end of the third fiscal year following each respective grant, subject to (a) achievement of performance metrics, (b) continuous employment through the performance period, and (c) certification by the Compensation Committee (or the Board in the case of the CEO), which in the case of the 2021 performance share awards occurred in July 2023. The performance share awards in this table reflect the target number of shares that were granted.
Option Exercises and Stock Vested for Fiscal Year 2023
The following table summarizes the stock option exercises and shares vested by the named executive officers during our fiscal year ended May 31, 2023.  
 
Option Awards
Stock Awards
Name
Number of Shares Acquired on Exercise (#)
Value Realized on Exercise
($)
Number of Shares Acquired on Vesting
(#)
Value Realized on Vesting
($)
James C. Clemmer — — 58,731 1,226,039 
Stephen A. Trowbridge14,758 79,250 13,389 269,580 
David D. Helsel — — 8,477 176,563 
Chad T. Campbell— — 7,542 157,342 
Laura Piccinini— — 3,238 65,485 
Potential Payments upon Termination or Change in Control
The Company maintains the following arrangements under which it provides compensation or benefits to our named executive officers by reason of a termination of employment or change in control.

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

Executive Severance Policy
Our named executive officers may be eligible for severance payments and benefits under our AngioDynamics Senior Executive Severance Pay Guidelines.
A senior executive may be eligible to receive severance benefits in the following situations:
The elimination of the executive’s job or position;
The relocation of the executive’s job or position to a location in excess of 60 miles from the current location of employment; or
Divestment of the executive’s business or business unit, unless the acquiring/successor entity offers continuing employment that does not involve a major relocation, as described above.
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A senior executive would generally not be eligible for severance benefits in the following situations:
Terminations for performance reasons, including, violating work rules;
Voluntary resignations;
In the event of an asset or stock sale, where the executive continues employment with a successor in interest to AngioDynamics or any of either its or AngioDynamics’ subsidiaries, affiliates or joint ventures; or
A transfer or reassignment of the executive to another location, division, subsidiary, affiliate or joint venture that does not result in a major relocation as described above.
EVPs and SVPs who report directly to the CEO are entitled to an aggregate severance benefit equal to 12 months of base salary and continuation of health benefits for 12 months.
In general, the CEO is eligible for a severance benefit equal to 18 months of base salary, unless a different severance benefit is set forth in an effective agreement as noted for Mr. Clemmer above.

 Payments are generally made in accordance with the Company’s regular salary payment practices, subject to modification in connection with Section 409A of the Internal Revenue Code, unless a different method is set forth in an effective agreement.
Additional benefits, such as outplacement assistance and/or an agreement not to contest eligibility for unemployment compensation, may also be offered in a separation agreement.
Change-in-Control Agreements
On January 29, 2021, we entered into amended and restated change in control severance agreements with certain executive officers, including each of the named executive officers. As amended and restated, each agreement has a current term that expires on December 31 of each year, and will automatically renew each year immediately following January 1 for an additional one year term (unless the Company has given notice not more than sixty days prior to such January 1 that the term will not be extended); provided however, that if a change in control occurs the term will expire no earlier than 24 calendar months after the calendar month in which such change in control occurs. A change in control is defined in each agreement generally as any of the following: (i) a person is or becomes a beneficial owner of more than 50% of our voting securities, (ii) subject to certain exceptions, the composition of a majority of our Board changes, (iii) we consummate a merger or consolidation (other than a transaction following which the Company’s voting securities continue to represent (by remaining outstanding or by conversion) at least 60% of the combined voting power of the Company or its successor, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person becomes a beneficial owner of more than 50% of our voting securities), or (iv) our shareholders approve a plan of liquidation or sale of all or substantially all of our assets (other than a sale by the Company to an entity at least 60% of the combined voting power of which is owned by shareholders of the Company in substantially the same proportions as their ownership of the Company).

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

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

Equity Acceleration under the 2004 Plan
Under the terms of the 2004 Plan and our applicable equity award agreements, grantees may be eligible for accelerated vesting of equity awards upon certain terminations of employment or in connection with a change in control. Outstanding stock options will become fully exercisable upon a change in control (as defined in the 2004 Plan), or upon a termination because of death or disability. Restricted stock units are eligible for prorated vesting upon a termination because of death or disability, and full vesting if a grantee is terminated without cause or resigns for good reason on or after a change in control (as defined in the 2004 Plan) or the Company experiences a terminal transaction in connection with a change in control and the restricted stock units are not assumed or substituted. Performance share awards are eligible for prorated vesting following the end of the applicable performance period upon a termination due to death, disability, or retirement based on actual performance (but based on target performance if a change in control (as defined in the applicable award agreement) follows the termination and occurs during the performance period), and full vesting (at the target level) upon a change in control that occurs during the performance period.
Equity Acceleration under the 2020 Plan
Unless otherwise provided in a written agreement with a participant in the 2020 Plan, if such participant’s employment is terminated by us without “cause,” or if such participant resigns for “good reason,” in each case within 3 months preceding, or at any time following, a “change in control,” that participant’s outstanding equity awards will be subject to accelerated vesting upon such termination (with any applicable performance conditions deemed satisfied at the “target” level). However, if the committee determines that an award under the 2020 Plan has not been assumed or continued by the successor in a “change in control” transaction, then such award will vest upon such “change in control” (with any applicable performance conditions deemed satisfied at the “target” level). Outside the change in control context, awards held by executives under the 2020 Plan are generally forfeited or expire upon a termination of employment, except that (i) upon a termination for death, disability or retirement before the end of the performance period, performance shares remain subject to actual performance over the duration of the performance period and then vest on a prorated basis based on the number of months (rounded to the nearest whole month) elapsed in the performance period before the death, disability or retirement, (ii) upon a termination for death or disability, restricted stock units vest on a prorated basis based on the number of full and partial months (rounded to the nearest half month) elapsed in the performance period before the death or disability and (iii) options fully vest upon, and remain exercisable for one year following, a termination for death or disability (but not beyond their original expiration date); if the termination is not for death or disability, any already vested options remain exercisable for three months thereafter, unless the termination is for “cause,” in which case the option terminates in full immediately regardless of whether previously vested to any extent.

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Estimates of Potential Payments Upon Termination or Change in Control
The following table estimates the potential payments to Messrs. Clemmer, Trowbridge, Helsel, Campbell and Ms. Piccinini under existing agreements, plans or other arrangements, for various scenarios involving a change in control or termination of employment as described above under “Potential Payments Upon Termination or Change in Control,” in each case assuming the change in control and termination date was May 31, 2023, and where applicable, using the closing market price of our common stock of $9.46 per share on May 31, 2023 (the last trading day in fiscal year 2023 as reported on the Nasdaq).
NameSeverance AmountProrated Bonus
Accelerated Vesting of Stock Options (1)
Restricted Stock Unit and Performance Share Vesting (2)
Other (3)
Total (4)
James C. Clemmer
   Termination without Cause$1,520,000 $822,667 $— $— $6,274 $2,348,941 
   Death$— $— $— $1,976,864 $— $1,976,864 
   Disability $— $— $— $1,976,864 $— $1,976,864 
   Retirement$— $— $— $1,550,676 $— $1,550,676 
   Change in Control (No Termination)$— $— $— $944,093 $— $944,093 
   Change in Control + Qualified Termination$3,040,000 $822,667 $— $3,259,452 $12,548 $7,134,667 
Stephen A. Trowbridge
   Termination without Cause$428,480 $— $— $— $19,575 $448,055 
   Death$— $— $— $499,987 $— $499,987 
   Disability $— $— $— $499,987 $— $499,987 
   Retirement$— $— $— $389,738 $— $389,738 
   Change in Control (No Termination)$— $— $— $262,240 $— $262,240 
   Change in Control + Qualified Termination$1,060,488 $281,933 $— $798,869 $29,363 $2,170,653 
David D. Helsel
Termination without Cause$373,437 $— $— $— $15,259 $388,696 
Death$— $— $— $250,706 $— $250,706 
Disability$— $— $— $250,706 $— $250,706 
Retirement$— $— $— $197,093 $— $197,093 
Change in Control (No Termination)$— $— $— $130,777 $— $130,777 
Change in Control + Qualified Termination$840,234 $201,227 $— $396,866 $22,889 $1,461,216 
Chad T. Campbell
   Termination without Cause$342,889 $— $— $— $21,686 $364,575 
   Death$— $— $— $240,049 $— $240,049 
   Disability $— $— $— $240,049 $— $240,049 
   Retirement$— $— $— $188,355 $— $188,355 
   Change in Control (No Termination)$— $— $— $116,660 $— $116,660 
   Change in Control + Qualified Termination$822,933 $190,913 $— $393,735 $32,529 $1,440,110 
Laura Piccinini
   Termination without Cause$336,009 $— $— $— $1,752 $337,761 
   Death$— $— $— $109,530 $— $109,530 
   Disability $— $— $— $109,530 $— $109,530 
   Retirement$— $— $— $57,258 $— $57,258 
   Change in Control (No Termination)$— $— $— $34,126 $— $34,126 
   Change in Control + Qualified Termination$806,422 $106,756 $— $272,656 $2,628 $1,188,462 
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(1)
Amounts in the “Accelerated Vesting of Stock Options” column represent the value of the number of each named executive officer’s in-the-money stock option awards that would have been eligible for accelerated vesting upon a termination and/or change in control occurring on May 31, 2023, calculated by multiplying the number of shares underlying such in-the-money unvested stock options held by each named executive officer by the difference between that option’s exercise price and $9.46 (the closing price of our common stock on the last trading day of the fiscal year, May 31, 2023, as reported on Nasdaq). See the discussion above under “Potential Payments Upon Termination or Change in Control” for a description of the applicable vesting provisions.
(2)
Amounts in the “Restricted Stock Unit and Performance Share Vesting” column represent the value of the number of each named executive officer’s restricted stock units and performance share awards that would have been eligible for accelerated vesting upon a termination and/or change in control occurring on May 31, 2023, calculated by multiplying the number of such restricted stock units and target number of performance share awards by $9.46 (the closing price of our common stock on May 31, 2023, as reported on Nasdaq), with proration in the applicable circumstances. See the discussion above under “Potential Payments Upon Termination or Change in Control" for a description of the applicable vesting provisions.
(3)Represents the estimated future cost of providing continuing Company-paid coverage under the Company's group health insurance plans for 12 months upon an involuntary termination or, if in connection with a Change in Control, for 18 months (24 months in the case of the CEO).
(4)The totals shown here do not take into account the application of any “best-after-tax” cutback that may apply if an executive’s payments would otherwise be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.
Employees, including named executive officers, are not generally entitled to any benefits upon termination for cause. All unvested stock options, restricted stock units, and performance share awards, as well as all vested but unexercised stock options are forfeited as of the date of termination for cause.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.” The amounts set forth below in the required table are calculated pursuant to SEC rules but do not represent amounts that have been actually earned or realized by our NEOs.

Fiscal Year
Summary Compensation Table Total for the CEO (1)
Compensation Actually Paid to the CEO (3)(4)
Average Summary Compensation Table Total for Non-CEO NEOs (2)
Average Compensation Actually Paid to the Non-CEO NEOs (3)(4)
Total Shareholder Return (5)
Peer Group Total Shareholder Return (5)
Net Income (loss) (in thousands) (6)
Revenue (in thousands) (7)
2023$3,983,690 $(2,114,483)$914,244 $(45,199)$44.98 $46.54 $(52,441)$338,752 
2022$5,659,727 $4,953,581 $1,303,492 $1,233,726 $93.34 $48.82 $(26,547)$316,219 
2021$4,045,913 $13,883,392 $1,029,527 $2,868,533 $109.94 $82.85 $(31,547)$291,010 
(1) Mr. Clemmer was the CEO for each of the fiscal years presented.
(2) Non-CEO NEOs for fiscal years 2023 and 2022 were Messrs. Trowbridge, Helsel, and Campbell and Mrs. Piccinni. Non-CEO NEOs for fiscal year 2021 were Messrs. Trowbridge, Helsel, Campbell and Nighan.
(3) Subtractions from, and additions to, total compensation in the Summary Compensation Table ("SCT") by fiscal year to calculate Compensation Actually Paid ("CAP") are as follows:


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2023
20222021
CEOAverage of Non-CEO NEOsCEOAverage of Non-CEO NEOsCEOAverage of Non-CEO NEOs
Total Compensation from SCT$3,983,690 $914,244 $5,659,727 $1,303,492 $4,045,913 $1,029,527 
Subtractions:
SCT Value of Stock and Option Awards$(3,000,774)$(454,289)$(4,147,712)$(687,958)$(2,137,451)$(357,244)
Adjustments: