DEF 14A of Azenta, Inc., Dec 15, 2023

DEF 14A of Azenta, Inc.

Filed Dec 15, 2023 · FY20230001140361-23-057904

Open on EDGAR

  1. RECORD DATE: December 7, 2023

    | CEO PAY RATIO | 55 | | EQUITY COMPENSATION PLAN INFORMATION | 61 | | RELATED PARTY TRANSACTIONS | 61 | | PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION | 62 | | AUDIT COMMITTEE REPORT | 64 | | INDEPENDENT AUDITOR FEES AND OTHER MATTERS | 65 | | PROPOSAL NO. 3 RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 63 | | OTHER MATTERS | 66 | | Standards of Conduct | 66 | | Stockholder Proposals and Recommendations For Director | 66 | | Voting Results | 67 | | Householding of Proxy Materials | 67 | | Material Not Incorporated by Reference | 67 | | Annual Report on Form 10-K | 67 | | APPENDIX A – RECONCILIATION OF NON-GAAP TO GAAP FINANCIAL MEASURES USED IN PROXY STATEMENT | A-1 |

  2. Proposal No. 1: Election of Directors for a One-Year Term

    Proposal No. 1: Election of Directors for a One-Year Term For the election of directors, you may either vote “for” a director or “withhold” your vote for such director. An affirmative vote of a plurality of votes properly cast, virtually at the Annual Meeting or by proxy, is required for the election of each of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Broker non-votes will have no effect on the voting outcome with respect to the election of directors.

  3. Board of Directors

    Board of Directors The Board of Directors has responsibility for establishing broad corporate policies and reviewing overall performance rather than day-to-day operations. The Board’s primary responsibility is to oversee management and, in so doing, to serve the Company’s and its stockholders’ best interests while also promoting corporate social responsibility. Management keeps the directors informed of our activities through regular written reports and presentations at Board and Committee meetings. The Board has adopted the Corporate Governance Guidelines that are publicly available on our website at www.azenta.com. The guidelines call for, among other things, the maintenance of Board leadership that is separate from the Company’s executive leadership, whether that comes in the form of an independent chair or an independent lead director. The independent chair presides over the regularly held executive sessions of the Board, noted below, at which the chief executive officer is not present. Each director is required to stand for election annually. The Board has assessed each of the ten nominees for director against the SEC and the Nasdaq Stock Market standards for independence and determined that Messrs. Casal, Hirsch, Madaus and Bousa, Drs. Nova and Rosenblatt, and Mses. Davis, McLaughlin and Zane, nine of the ten director nominees, meet the general definition of an independent director as defined by the Nasdaq Stock Market. The Board has further determined that all members of the Audit Committee (among others) meet the Nasdaq Stock Market’s stricter definition of independence required for members of an Audit Committee and determined that each member of the Audit Committee qualifies as an audit committee financial expert. The Board of Directors held eighteen meetings during the fiscal year ended September 30, 2023 and took action three times by written consent. Each current director attended at least 75% of the meetings of the Board of Directors and of committees of which he or she was a member held while he or she was a director during the last fiscal year. In connection with each of the Board’s four regularly scheduled meetings, all non-employee members of the Board met in executive session without the chief executive officer being present. The Board of Directors encourages stockholders to communicate with our senior management and directly with members of the Board of Directors on matters of concern related to our business and affairs. Stockholders who wish to communicate with members of the Board of Directors may do so by the following means:

  4. Board of Directors

    | • | By telephone: (732) 416-4975 |

  5. Board of Directors

    | • | By electronic mail: Directors@azenta.com |

  6. Board of Directors

    | • | By first class mail, overnight mail or courier: |

  7. Board of Directors

    Azenta Board of Directors Azenta, Inc. 200 Summit Drive, 6th Floor Burlington, MA 01803

  8. Board of Directors

    | • | By website: https://azenta.investorroom.com/shareholder-feedback |

  9. Board of Directors

    As a matter of policy, we encourage the directors to attend meetings of stockholders, in person, virtually or by telephone. All of the nominees for election as director, other than Messrs. Hirsch, Madaus and Bousa, were directors at the time of the last stockholder meeting in January 2023 and attended that meeting. In accordance with our Corporate Governance Guidelines, members of the Board are encouraged to periodically attend formal continuing education programs for directors, with a recommended frequency of at least once every two years. We support and encourage Board members to take advantage of director education opportunities. There are many public company director educational programs available, and we believe that our Board members should keep current on the fast-changing areas of corporate governance and related regulations. The Azenta Board members have participated in, and continue to attend, public company director education programs and many of our Board members hold professional director certifications earned by accumulating from 30 to 150 director education credit hours.

  10. Responsible Operations

    | (1) To our knowledge, the persons named in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and except as indicated in the other footnotes to this table. In addition, shares indicated as beneficially owned by officers and directors include restricted stock over which the officer or director has voting power but no investment power and any restricted stock units which would vest within 60 days of December 7, 2023. |

  11. Responsible Operations

    | (3) Includes 22,006 shares issued to Ms. Davis issued as restricted stock units that have been deferred until separation from her service as an Azenta director. |

  12. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS At the Annual Meeting, ten directors are to be elected to serve until the 2025 annual meeting of stockholders and until their successors have been duly elected and qualified. The nominees for election at the Annual Meeting are listed on the following pages with brief biographies. All of the nominees are currently Azenta directors, except for Edward Bousa, Didier Hirsch and Martin Madaus. Each of Mr. Martin, Professor Palepu, and Ms. Puhy is not standing for re-election at the Annual Meeting. All of the nominees are willing to serve as directors but, if any of them should decline or be unable to serve or for good cause will not serve as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our Board of Directors, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board.

  13. Director Qualifications

    Director Qualifications In its Corporate Governance Guidelines and in the charter of the Nominating and Governance Committee, the Board has set out both broadly and in specific terms, the qualifications sought when considering non-employee director candidates. At the highest level, as set out in the Board’s Corporate Governance Guidelines, these include a high degree of business experience, the consistent exercise of the highest ethical standards, and a continuing commitment to the best practices of corporate governance. The Board and the Nominating and Governance Committee also assess a candidate’s independence as defined under SEC and Nasdaq rules and other applicable standards. The emphasis throughout the process of identifying, nominating and evaluating candidates for the Board and members of the Board following their election is to produce a group of directors that function effectively as a leadership team. It is considered important not only to bring together directors with a variety of skills and experiences in diverse areas, but also to ensure that those directors function well together. Within this framework, the charter of the Nominating and Governance Committee includes specific criteria as essential in helping to ensure that the Board possesses the strength that is derived from having a variety of appropriate skills and experience. Those criteria are: proven leadership and management experience as a chief executive officer or chair of a public company or other large, complex organization; financial expertise; experience in technology, manufacturing or marketing; international background; diversity; expertise resulting from significant academic or research activities; and experience on one or more boards of significant public, private or non-profit organizations. It is the practice of the Nominating and Governance Committee and the Board in nominating and evaluating candidates for the Board to take into account the overall experience represented on the Board, all as part of the process of endeavoring to ensure that the Board functions at all times as an effective team. The Nominating and Governance Committee and the full Board review their effectiveness in balancing these considerations when assessing the composition of the Board.

  14. Board Diversity and Refreshment

    Board Diversity and Refreshment While our Board has not adopted a formal policy concerning diversity, it does believe, as noted above, that it must take advantage of the strength derived from having a diverse set of skills, experience and unique individual backgrounds represented among its members. If all of the nominees are elected, 40% of the Board will be women. We believe the continual refreshment of new Board members is an important element of our overall governance and if all of the nominees are elected at the Annual Meeting, six of our directors will have joined the Board since 2020. The Azenta Board is also composed of a diverse group of leaders in their respective fields. Many of the current directors have leadership experience at major domestic and international companies and/or organizations with operations inside and outside the United States, as well as experience on other companies’ boards, which provides an understanding of different business processes, challenges and strategies. In some cases, they have occupied chief executive officer and other leadership roles in internationally focused companies or institutions in the markets that Azenta serves or related markets. An affirmative vote of a plurality of votes properly cast, virtually or by proxy, is required for the election of each of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Broker non-votes will have no effect on the voting outcome with respect to the election of directors.

  15. Board Diversity and Refreshment

    | Our Board of Directors Recommends a Vote “FOR” Each Nominee for Director |

  16. Information on Nominees

    Information on Nominees Following is certain information with respect to the ten nominees, in each case setting forth the particular experience, qualifications, attributes and skills of each director nominee that led the Board to conclude that such person should serve as a director of Azenta.

  17. Current Directors Standing for Re-election

    Current Directors Standing for Re-election

  18. Current Directors Standing for Re-election

    | Stephen S. Schwartz President and Chief Executive Officer | | | Age: 64 | | | Director since August 2010 | | | Committees | | | Current: | | | • Executive | | | • ESG | | | Experience | | | • Former President, Chief Executive Officer, Chairman and Director of Asyst Technologies, Inc., a manufacturer of integrated hardware and software automation systems primarily directed at the semiconductor manufacturing industry (2002 – 2009) | | | • Served in various capacities with Applied Materials, Inc., including acting as General Manager for Applied Material’s High Temperature Films division, General Manager of the service business, and President of Consilium, Inc., an Applied Materials software subsidiary (1987 – 2002) | | | Other Board Experience | | | U.S.-listed companies | | | • Director, Spire Inc., a publicly traded natural gas company (November 2018 – Present) | | | Other | | | • Served on The International Board of SEMI, a semiconductor industry trade organization (2003 – 2009 and 2012 – 2021) | | | Qualifications and Expertise Provided to Our Board | | | • Led the Company through successful transition from Brooks Automation into Azenta | | | • Oversaw transformation of Azenta into global market leader, quadrupling revenues and meaningfully outgrowing the life science market over the last 5 years | | | • Demonstrated expertise across many facets of life sciences business, while serving in both operational and executive leadership positions | | | • Proven M&A track record in acquiring and successfully integrating 10 acquisitions over the past decade, generating significant value for shareholders | | | • Serves as Azenta’s President and Chief Executive Officer, bringing to the Board insight and experience into the day-to-day business and operations | | | Education | | | • BSEE, MSEE and PhD in Electrical Engineering, Purdue University | | | • MBA, University of Chicago | |

  19. Current Directors Standing for Re-election

    | Frank E. Casal | | | Age: 69 | | | Independent Director since November 2021 | | | Committees | | | Current: | | | • Audit (Chair) | | | • Finance | | | Expected upon election at Annual Meeting: | | | • Board Chair | | | • Audit | | | • Nominating and Goverance | | | Experience | | | • Spent over 40 years at KPMG LLP in various roles, most recently as Vice Chair, Audit, leading a team of more than 900 Audit partners and 8,000 Audit professionals, before retiring in June 2021 | | | Other Board Experience | | | • Former member of KPMG’s Board of Directors | | | Qualifications and Expertise Provided to Our Board | | | • Best-in-class knowledge of financial reporting, M&A, accounting and audit, with credentials including supervisory responsibilities of large, global Fortune 500 companies | | | • Significant expertise in advising clients on transforming their businesses through mergers and acquisitions, financing transactions and other strategic priorities | | | • Proven leadership and management experience, leading division of almost 9,000 professionals | | | Education | | | • BS in Business Administration, Boston University | | | • Licensed CPA in Massachusetts | |

  20. Current Directors Standing for Re-election

    | Robyn C. Davis | | | Age: 62 | | | Independent Director since June 2013 | | | Committees | | | Current: | | | • Finance (Chair) | | | • Human Resources and Compensation | | | Expected upon election at Annual Meeting: | | | • Board Vice-Chair | | | • Human Resources and Compensation (Chair) | | | • Finance | | | Experience | | | • Managing Director of AngelHealthcare Investors, LLC, an investment group focused on medical devices, life sciences and specialty pharmaceutical companies (2000 – Present) | | | • Served as an independent advisor on value-creation, growth strategy, cost reduction, and leadership development to global corporations, academic institutions and non-profit organizations (1996 – 2016) | | | • Director at Barents, LLC leading international multi-functional teams completing successful investments and M&A in global emerging markets across several industries (1992 – 1996) | | | • Strategy consultant at Bain & Company (1989 – 1991) | | | Other Board Experience | | | U.S.-listed companies | | | • Corporate Director of Psychemedics (PMD) (2021 – Present) | | | Other boards | | | • Director at Akston Biosciences, LLC (2014 – Present) | | | • Former Director at CRA Health (2015 – 2021) | | | Qualifications and Expertise Provided to Our Board | | | • Brings valuable investor prospective as well as strong financial acumen to ensure that Board remains focused on shareholder priorities and generating shareholder valuable | | | • More than three decades of independent C-suite consulting experience with corporate and non-governmental organizations helping to lead value-creation strategies in growth, cost reduction, and leadership and talent development | | | • Extensive leadership experience in managing the investment process and diverse portfolio of early-stage investments in medical devices, life sciences, pharmaceuticals, and professional services | | | • Deep operational experience, particularly as companies scale and grow, as well as human capital managing and other governance matters | | | • Relevant M&A experience through several successful exits of AngelHealthcare portfolio companies to public companies and recently served on the Board of Directors for CRA Health during its acquisition by Volpara | | | • Highlighted as a 2019 Most Influential Corporate Board Director (2019). WomenInc | | | Education | | | • BA in International Relations, Tufts University | | | • MBA in International Business, Harvard University | | | • Executive Master Professional Director Certification from the American College of Corporate Directors | |

  21. Current Directors Standing for Re-election

    | Erica J. McLaughlin | | | Age: 47 | | | Independent Director since April 2020 | | | Committees | | | Current: | | | • ESG (Chair) | | | • Audit | | | Expected upon election at Annual Meeting: | | | • Nominating and Governance (Chair) | | | • Audit | | | Experience | | | • Executive Vice President, Chief Financial Officer and Head of Corporate Strategy, Cabot Corporation (2022 – Present) | | | • Senior Vice President and Chief Financial Officer, Cabot Corporation (2018 – 2022) | | | • Former Vice President, Business Operations, Reinforcement Materials and General Manager, Tire Business, Cabot Corporation (2016 – 2018) | | | • Former Vice President, Investor Relations and Corporate Communications, Cabot Corporation (2011 – 2016) | | | • Former Director of Strategy, Planning and Finance, Cabot Corporation (2010 – 2011) | | | • Former Finance Director Core Segment, Cabot Corporation (2005 – 2010) | | | • Former Senior Accountant and Manager of External Reporting, Cabot Corporation (2002 – 2004) | | | • Former Supervising Senior Account, KPMG LLP (1998 – 2002) | | | Other Board Experience | | | • FM Global, New York Advisory Board (2020 – Present) | | | • Cabot Boston Credit Union; Chair of Audit Committee and Treasurer (2013 – 2016) | | | Qualifications and Expertise Provided to Our Board | | | • Extensive international business experience and expertise in financial areas and strategy, including mergers and divestitures | | | • Proven general management experience and leadership of global organizations | | | • Results-driven CFO with experience leading the financial and strategic activities of Cabot | | | • Strong accounting and audit background | | | • Inaugural chairperson of Cabot’s Diversity and Inclusion Steering committee | | | • Co-Chair, Governance pillar of Cabot Corporation ESG executive management structure | | | Education | | | • BS in Accounting, Boston College | | | • MBA, Boston College | |

  22. Current Directors Standing for Re-election

    | Tina S. Nova | | | Age: 70 | | | Independent Director since January 2023 | | | Committees | | | Current: | | | • Audit | | | Expected upon election at Annual Meeting: | | | • Finance (Chair) | | | • ESG | | | Experience | | | • President of Veracyte’s CLIA U.S. Business, leading all aspects – product commercialization, including market development, product marketing, reimbursement, sales and lab operations – of the company’s broad menu of diagnostic tests that are performed in its laboratories, serving physicians and their patients in the United States | | | • Served as Veracyte’s General Manager of Thyroid and Urologic Cancers | | | • President and Chief Executive Officer of Decipher Biosciences, Inc. (2018-2021); company was acquired by Veracyte, Inc. in 2021 | | | • Served as President and Chief Executive Officer of Molecular Stethoscope, Inc., a molecular diagnostics company (2015 – 2018) | | | • Served as Senior Vice President and General Manager of Illumina’s oncology business unit (2014 – 2015) | | | • Co-founder, President and Chief Executive Officer of Genoptix Medical Laboratory, Inc.; IPO completed in 2008; company acquired by Novartis Pharmaceuticals Corporation in 2011 | | | • Held senior positions with Nanogen, Inc., Ligand Pharmaceuticals, Inc. and Hybritech, Inc. | | | Other Board Experience | | | U.S.-listed Companies | | | • Director, Exagen, Inc. (2019 – Present) | | | • Former Director, Veracyte, Inc., (2016-2020) | | | • Former Director (and Board Chair) Arena Pharmaceuticals, Inc. (2010-2022) | | | Other | | | • Former Director, Decipher, Inc. (2018-2021) | | | Qualifications and Expertise Provided to Our Board | | | • Life science industry veteran with deep experience in building and leading novel genomics-based businesses from conception through IPO, including public company CEO experience | | | • Extensive experience in commercial operations, sales and marketing, managed care and technical support | | | • Significant M&A experience having overseen the sale of several companies while serving as a member of a board or executive, including Decipher Biosciences to Veracyte for $600 million, Genoptix to Novartis AG for $470 million and Arena Pharmaceuticals to Pfizer for $6.7 billion | | | Education | | | • BS in Biological Sciences, The University of California, Irvine | | | • PhD in Biochemistry, The University of California, Riverside | | | • Postdoctoral Research, New York University Medical Center, Departments of Dermatology and Opthalmology | |

  23. Current Directors Standing for Re-election

    | Michael Rosenblatt, MD | | | Age: 76 | | | Independent Director since September 2018 | | | Committees | | | Current: | | | • ESG | | | • Human Resources and Compensation | | | Expected upon election at Annual Meeting: | | | • ESG (Chair) | | | • Human Resources and Compensation | | | Experience | | | • Senior Partner, now Senior Advisor, of Flagship Pioneering, a Cambridge, Massachusetts-based firm that originates new biotech companies (2021 – Present) | | | • Former Chief Medical Officer of Flagship Pioneering (2016 – 2022) | | | • Contributed to Moderna’s coronavirus vaccine efforts as a member of Moderna’s Development Committee, Vaccine Acceleration Committee, chairman of the Vaccine Ethics and Access Committee and as a special consultant to the CMO | | | • Former Executive Vice President and Chief Medical Officer of Merck & Co., Inc. (1984 – 2016) | | | • Advisory Partner, Ascenta Capital, a life sciences venture firm | | | • Senior Advisor, Bain Capital Life Sciences | | | • Prior to that, held various academic positions, including as Dean of Tufts University School of Medicine and the Robert Ebert Professor of Molecular Medicine and the George R. Minot Professor at Harvard Medical School, and Director of the Harvard—MIT Division of Health Sciences and Technology | | | • Former President, Beth Israel Deaconess Medical Center—a Harvard teaching hospital | | | Other Board Experience | | | U.S.-listed companies | | | • Director of Rubius Therapeutics, a publicly traded company using advanced cellular approaches that harness properties of red blood cells to generate novel therapies (2015 – Present) | | | Other | | | • Director of the following privately-owned companies: Cobalt Biomedicine, Cygnal Therapeutics, Ohana Biosciences, Sonata Therapeutics, Perspectum Ltd., PYC Therapeutics and Ferring’s USA subsidiary | | | • Member of the Harvard Medical School Board of Fellows, and the research advisory committees of Massachusetts General, Brigham and Women’s, and Boston Children’s hospitals | | | • Former member of the Board of Scientific Counselors of the National Institute of Diabetes and Digestive and Kidney Diseases of the NIH | | | Qualifications and Expertise Provided to Our Board | | | • Leadership and executive experience in the biotechnology industry, including as the chief medical officer of a major pharmaceutical company and at a substantial life sciences venture firm | | | • Deep Board-level and management team experience as a founding scientist, scientific advisory Board member, or Director of more than a dozen biopharmaceutical companies | | | • Academic leadership experience as a dean and professor at prestigious medical schools, and extensive expertise in drug discovery and medical research | | | • Widely known as a leader in the biotechnology industry, having received the Fuller Albright Award for his work on parathyroid hormone, the Vincent du Vigneaud Award in peptide chemistry and biology and the Chairman’s Award from Merck | | | Education | | | • BA, Columbia University | | | • MD, Harvard Medical School | |

  24. Current Directors Standing for Re-election

    | Ellen M. Zane | | | Age: 72 | | | Independent Director since May 2012 | | | Committees | | | Current: | | | • Human Resources and Compensation (Chair) | | | • Executive | | | • Nominating and Governance | | | Expected upon election at Annual Meeting: | | | • Human Resources and Compensation | | | • Nominating and Governance | | | Experience | | | • Served as the first woman President & Chief Executive Officer of Tufts Medical Center and Tufts Children’s Hospital (formerly the Floating Hospital for Children) (2004 – 2011) | | | • Holds two faculty appointments at Tufts University School of Medicine including: Assistant Professor in the Department of Medicine, Division of Clinical Care Research and Assistant Professor of Public Health & Community Medicine | | | • Adjunct Assistant Professor of Health Policy and Management at the Harvard T.H. Chan School of Public Health | | | • Distinguished Global Leader in Residence at High Point University in North Carolina | | | • Previously held the position of Network President for Mass General Brigham (formerly Partners HealthCare System, Inc.) in Boston (1994 – 2004) | | | • Prior to that, was the Chief Executive Officer at Quincy Hospital in Massachusetts (Managed by HCA Management Company) | | | Other Board Experience | | | U.S.-listed companies | | | • Director of Boston Scientific Corporation, a publicly traded worldwide medical devices provider (2016 – Present) | | | • Chair of Haemonetics Corporation, a publicly traded worldwide medical devices provider (2018 – Present) | | | • Director of Synchrony Financial, a publicly traded consumer financial services company (April 2016 – Present) | | | Other | | | • Director of AgNovos Healthcare, LLC in New York, NY | | | • Director of Savista (formerly nThrive) in Alpharetta, GA | | | • Director of the Fiduciary Trust Company in Boston | | | • Director of the National Association of Corporate Directors, New England Chapter | | | • Director, Hebrew Senior Life, Dedham, MA | | | • Chair of the Board of GW Medical Faculty Associates Board, Washington, D.C. | | | • Former Director of Parexel International, Press Ganey, Lincare Holdings, Inc., and Variagenics, Inc. | | | Qualifications and Expertise Provided to Our Board | | | • Executive experience in the healthcare industry, including as the chief executive officer of a large academic medical center | | | • Led the turnaround of Tufts Medical Center and Tufts Children’s Hospital in Boston and returned the organization to financial stability and strengthened its academic relationship with Tufts University School of Medicine and community physician networks to deliver high-quality, cost-efficient and patient-centered care | | | • Strong record of driving growth having led the development of the largest in physician networks in the U.S. while serving as Network President of Mass General Brigham (formerly Partners HealthCare System, Inc.) | | | • NACD Directorship Top 100 (2021), National Association of Corporate Directors | | | • Highlighted as a 2019 Most Influential Corporate Board Director (2019). WomenInc | | | Education | | | • BA, The George Washington University | | | • Master of Arts, The Catholic University of America | | | • Holds honorary doctorate degrees from Bentley University, Stonehill College, Curry College and the University of Massachusetts - Dartmouth | |

  25. Current Directors Standing for Re-election

    | Edward P. Bousa Independent Director | | | Age: 65 | | | Nominee at Azenta’s 2024 Annual General Meeting | | | Committees | | | Expected upon election at Annual Meeting: | | | • Audit | | | • ESG | | | Experience Former Partner and Team Lead of Quality Value Investment Strategies at Wellington Management Company LLP, a leading independent investment manager overseeing over $1.4 trillion in assets under management (2000 – 2020) | | | • Served in various capacities at other blue-chip investment managers, including as VP and Portfolio Manager of Putnam Investments (1992 – 2000) and Portfolio Manager and Equity Research Analyst at Fidelity (1984 – 2002) | | | • Former Commodity Merchant at Louis Dreyfus Corp. (1980 – 1982) | | | Other Board Experience | | | U.S.-listed companies | | | • Director, Omnicell, Inc., a leading provider of an integrated suite of clinical infrastructure and workflow automation solutions for healthcare facilities (2021 – Present) | | | Qualifications and Expertise Provided to Our Board | | | • Over 37 years of experience in the investment business, with a top decile long-term record in identifying successful companies | | | • Led the Quality Value team at Wellington as the team’s equity assets under management grew from $26 billion in 2002 to over $90 billion prior to his retirement | | | • Deep experience in the healthcare industry providing an investor-focused approach to the healthcare delivery market | | | • Possesses significant experience in fundamental valuation and corporate management analysis, having executed over 7,000+ in-depth assessments of company management teams | | | • Current member of Audit and M&A committees at Omnicell | | | • Proven advocate of ESG initiatives, having led broad firm participation in ESG engagements at Wellington | | | Education | | | • MBA, Harvard University | | | • BA, Economics, Williams College | |

  26. Current Directors Standing for Re-election

    | Didier Hirsch Independent Director | | | Age: 72 | | | Nominee at Azenta’s 2024 Annual General Meeting | | | Committees | | | Expected upon election at Annual Meeting: | | | • Audit (Chair) | | | • Finance | | | Experience | | | • Former Executive, Senior Vice President and Chief Financial Officer of Agilent Technologies, Inc., a global leader in life science, diagnostic and applied technical markets (2010 – 2018) | | | • Served in other various roles at Agilent Technologies, Inc., including Vice President Corporate Controllership and Tax (2006-2010), Corporate Controllership (2003-2006), and Treasury and Investor Relations (1999-2003)Former Vice President Corporate Controllership and Tax | | | • Served in various capacities at Hewlett-Packard Company prior to its spinoff of Agilent Technologies, including as Director of Finance and Administration for France, Asia Pacific and EMEA (1989-1999) | | | • Held senior finance and administrative roles at Valeo S.A., Gemplus Inernational S.A., SSG Thomson Microelectronics, I.B.H. Holdings S.A., Benedix Coporation and Ford Motor Company | | | Other Board Experience | | | U.S.-listed companies | | | • Director, Knowles Corporation, a global supplier of advanced micro-acoustic solutions and specialty components (2014 – Present) | | | • Director, Sophia Genetics S.A., a cloud-based software-as-a-service platform enabling healthcare institutions to derive data driven insights (2021 – Present) | | | • Director, Logitech International S.A., a leading global hardware and software solutions provider for businesses and individuals (2012 - 2021) | | | • Director, International Rectifier Corporation, a power management technology company that developed key computing components (2012 – 2015) | | | Qualifications and Expertise Provided to Our Board | | | • Experienced Chief Financial Officer of a public company with a track record of successfully running large, complex and multi-national finance functions | | | • Significant financial and risk management expertise, having served on the Board of four other public companies (including as Chair of the Audit Committee) | | | • Possesses substantial international experience and regulatory knowledge from previous work in the technology and semiconductor sector across geographies | | | Education | | | • MS, Industrial Administration, Purdue University | | | • MS, Computer Science, Toulouse, France | |

  27. Current Directors Standing for Re-election

    | Martin Madaus Independent Director | | | Age: 64 | | | Nominee at Azenta’s 2024 Annual General Meeting | | | Committees | | | Expected upon election at Annual Meeting: | | | • Human Resources and Compensation | | | • Nominating and Governance | | | Experience | | | • Operating Executive at The Carlyle Group, a global investment firm with $382 billion in assets under management (2019 – Present). Played an integral role in the firm’s buyout of Ortho Diagnostics, Inc. from Johnson and Johnson | | | • Former Chairman and CEO of Ortho Diagnostics, Inc., a vitro diagnostics company that develops products and diagnostic equipment for blood testing (2014 – 2019) | | | • Former Operating Executive, The Carlyle Group (2010 – 2014) | | | • Former Chairman and CEO of Quanterix Corporation (2010 – 2012) | | | • Former Chairman, President and CEO of Millipore Corporation (2005 – 2010) | | | • Various senior roles at Roche Holdings AG and Boehringer Mannheim Pharmaceuticals Corp. (acquired by Roche Holdings in 1989), including President and CEO, Roche Diagnostics, North America | | | Other Board Experience | | | U.S.-listed companies | | | • Director, Repligen Corporation, a bioprocessing manufacturer focused on the development of advanced tools for the production of biopharmaceuticals (2023 – Present) | | | • Director, Standard BioTools, Inc., a life sciences tools manufacturer focused on genomic and proteomic analysis (2022 – Present) | | | • Director, Quanterix Corporation, a life sciences manufacturer enabling advances in proteomic research and development with ultra-sensitive immunoassay diagnostics (2010 – Present) | | | • Previous Director roles at public companies include Covidien Ltd (2011 – 2014), Mettler-Toledo International Inc. (2009 – 2015) and Millipore Corporation (2005 – 2010) | | | Other | | | • Director of the following privately-owned companies: Emulate, Inc., Unchained Labs and Syntis Bio | | | Qualifications and Expertise Provided to Our Board | | | • Experienced public company CEO who has spent his career in diagnostics and life science tools, both as an executive and as a board member, with public and privately held companies | | | • Proven track record of creating shareholder value in public and private life science companies | | | • Led Millipore Corporation’s transformational strategy, doubled the company’s size and profitability and tripled cash flow in five years. In 2010, Dr. Madaus led the sale of the company to Merck KGaA for $7.2 billion | | | • Led $4.2 billion leveraged buy-out of Ortho Clinical Diagnostics | | | • Significant expertise in clinical diagnostics, bioprocessing and life science tools industry, with notable experience in strategy, mergers and acquisitions and commercial transformations | | | Education | | | • PhD, Veterinary Medicine, Tieraerztliche Hochschule Hannover | | | • DVM, Veterinary Medicine, Ludwig-Maximilians Universität München | |

  28. Current Directors Standing for Re-election

    The following table sets forth the total compensation paid or accrued during the fiscal year ended September 30, 2023 to each of our non-employee directors.

  29. Director Compensation Table

    Director Compensation Table

  30. Fiscal Year 2023

    | Name | Fees Earned or Paid in cash | Stock Awards(1) | Total | | Joseph R. Martin | $170,000 | $237,534 | $407,534 | | Ellen M. Zane | $127,500 | $162,504 | $290,004 | | Krishna G. Palepu | $123,750 | $162,504 | $286,254 | | Robyn C. Davis | $116,250(2) | $162,504 | $278,754 | | Frank E. Casal | $112,500 | $162,504 | $275,004 | | Erica J. McLaughlin | $111,250 | $162,504 | $271,254 | | Michael Rosenblatt | $97,500 | $162,504 | $260,004 | | Tina Nova | $45,000 | $162,504 | $207,504 | | Dorothy Puhy | $45,000 | $162,504 | $207,504 |

  31. Fiscal Year 2023

    Dr. Schwartz is not included here, having only received compensation as an employee during fiscal 2023. His compensation is discussed below under “Executive Officers - Summary Compensation Table”.

  32. Fiscal Year 2023

    | (1) The value of a stock award is based on the fair value as of the grant date calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. There were no outstanding unvested stock awards as of September 30, 2023. |

  33. Fiscal Year 2023

    | (2) Ms. Davis elected to defer 100% of her cash compensation for calendar year 2023. |

  34. Deferred Compensation Plan

    Deferred Compensation Plan Non-employee directors may elect to defer receipt of their stock compensation in exchange for a credit, in restricted stock units, to a deferred RSU account. Non-employee directors may also elect to defer all or a portion of their cash compensation pursuant to the Company’s Deferred Compensation Plan. Ms. Davis elected to defer cash compensation in 2023. In general, directors must make these deferral elections by the end of the calendar year preceding the date of the grant of the shares. Directors who make a deferral election will have no rights as stockholders of the Company with respect to amounts credited to their deferred RSU account. An amount equal to the cash dividends that would be paid on the number of shares equal to the number of RSUs credited to the director’s deferred RSU account will be converted into additional RSUs based on the closing price of the Company’s stock on each dividend record date. Payment of RSUs credited to the deferred RSU account will be made in a lump sum in an equal number of shares of fully vested Common Stock at the time specified in the director’s deferral election, but no later than as soon as administratively feasible following the director’s termination of Board service. The table below sets forth the total number of deferred stock awards held by each non-employee director as of September 30, 2023.

  35. Deferred Compensation Plan

    | Name | Number of Deferred Restricted Stock Units | | Robyn C. Davis | 22,006 |

  36. Biographical Information

    Biographical Information The names of our current executive officers and certain biographical information furnished by each of them as of November 30, 2023 are set forth below. Each executive officer serves until his or her resignation or termination.

  37. Biographical Information

    | Name | Age | Position with the Company | | Dr. Stephen S. Schwartz | 64 | President and Chief Executive Officer | | Herman Cueto | 49 | Executive Vice President and Chief Financial Officer | | David Wang | 53 | Senior Vice President, General Manager, Sample Management Solutions | | Olga Pirogova | 49 | Senior Vice President and Chief Human Resources Officer | | David C. Gray | 58 | Senior Vice President, Chief Strategy and New Business Officer | | Jason W. Joseph | 53 | Senior Vice President, General Counsel and Secretary | | Violetta Hughes | 51 | Vice President, Chief Accounting Officer and Principal Accounting Officer | | Robin Vacha | 48 | Senior Vice President, Global Operations | | Ginger Zhou | 47 | Senior Vice President and General Manager, Multi-Omics |

  38. Biographical Information

    Dr. Schwartz joined Azenta in April 2010 as President and continued to serve as such until August 2013. He was re-appointed President in May 2016. In 2010, he became Chief Executive Officer and continues to serve in that role. Dr. Schwartz had previously served, from August 2002 until April 20, 2009, as chief executive officer and a director of Asyst Technologies, Inc., a manufacturer of integrated hardware and software automation systems primarily directed at the semiconductor manufacturing industry. He joined Asyst in January 2001 as senior vice president, Product Groups and Operations and was elected chairman of Asyst in January 2003. Prior to joining Asyst, Dr. Schwartz had served since 1987 in various capacities with Applied Materials, Inc., including acting as general manager for Applied Material’s service business and president of Consilium, Inc., an Applied Materials software subsidiary. Since November 2018, Dr. Schwartz has served on the board of directors of Spire Inc., a publicly traded natural gas company. Dr. Schwartz received his BSEE, MSEE, and Ph.D. in electrical engineering from Purdue University. He also holds an MBA from the University of Chicago. Mr. Herman Cueto joined Azenta in October 2023 as Executive Vice President and Chief Financial Officer. Mr. Cueto is responsible for leading and managing Azenta's global financial strategy including establishing long range financial planning and policies while maintaining positive relationships with our shareholders and the financial community. Prior to joining Azenta, Mr. Cueto served in senior financial management roles with Becton, Dickinson and Company (“BD”), most recently as Senior Vice President of Finance. He joined BD in 2017 through its acquisition of CR Bard, where Mr. Cueto worked since 2003 in various financial management roles. Mr. Cueto earned a B.S. degree from Fairleigh Dickinson University and an MBA degree from Seton Hall University. Mr. David Wang joined Azenta in December 2022 and is currently the Senior Vice President and General Manger of Sample Management Solutions (SMS). SMS combines Azenta’s legacy Sample & Repository Solutions (SRS) business with the Products business unit inclusive of Ultracold Store Systems as well as Consumables and Instruments. Prior, Mr. Wang was the General Manager of the Sample & Repository Solutions (SRS) business. Prior to joining the Company, Mr. Wang held positions with increasing responsibility at the University of Chicago, McKinsey & Company, Johnson & Johnson, Covidien/Medtronic, and PerkinElmer. Most recently, he worked as an industry advisor to leading growth/private equity funds and multinationals. Mr. Wang received his Bachelors in Biological Sciences and MBA in Finance/Entrepreneurship at the University of Chicago and his Masters in Bioinformatics at Harvard University. Ms. Olga Pirogova joined Azenta in August 2023 as Senior Vice President and Chief Human Resources Officer (CHRO). Ms. Pirogova is responsible for developing and executing Azenta’s human resources strategy in support of the overall business plan and strategic direction of the company. Prior to Azenta, Ms. Pirogova served as CHRO at Speedcast, a global satellite communications service provider. Ms. Pirogova also spent 12 years with BD (Becton, Dickinson & Company), a leading global medical technology company, where she worked in various Human Resources leadership roles across Latin America, Europe, and the United States. She previously worked at British Petroleum and Phillip Morris International, where she held roles in a wide range of HR disciplines. Ms. Pirogova received her master’s degree in human development from Ibero-American University in Mexico City and completed her undergraduate degree at Minsk State Linguistic University in Belarus. Dr. David C. Gray joined Azenta Life Sciences in July 2014 as Senior Vice President and Chief Strategy and New Business Officer after having consulted with the Company since November 2013. He leads our next generation product and business initiatives and is also responsible for corporate-level initiatives to guide our strategic moves. Prior to joining the Company, Dr. Gray held the position of Chief Strategy and New Business Officer at GT Advanced Technologies, Inc., where he held various executive management roles and was responsible for global strategy development and execution as well as internal product development. He spent several years as an M&A and strategic advisor to various companies in the technology and life science industries. Dr. Gray has a Bachelors degree in Chemical Engineering from Carnegie Mellon University, Masters and PhD degrees in Chemical Engineering from MIT, and an MBA degree from Stanford University. Mr. Jason W. Joseph joined Azenta Life Sciences in March 2011 and was appointed as Senior Vice President, General Counsel & Secretary in November 2017. Mr. Joseph is responsible for the Company's legal affairs, including corporate governance, intellectual property, securities, commercial contracts, litigation, compliance and regulatory activities. He also serves as Secretary of the Corporation and to the Board of Directors. Prior to joining the Company, Mr. Joseph served as Vice President, General Counsel and Secretary of Unica Corporation, a leading provider of enterprise marketing management software and services, which was acquired by IBM in October 2010, and as General Counsel and Secretary of MapInfo Corporation, a global provider of location intelligence solutions, which was acquired by Pitney Bowes in April 2007. Mr. Joseph also practiced law at Wilmer Cutler Pickering Hale and Dorr LLP (formerly Hale and Dorr LLP) in Boston, MA. Mr. Joseph holds a Juris Doctor degree from Northwestern University School of Law and a Bachelor of Arts degree from Loyola University Chicago. Ms. Violetta Hughes joined Azenta in January 2023 and was appointed Vice President, Chief Accounting Officer in August 2023 and is responsible for oversight for all areas of financial accounting, reporting, and controls. Prior to joining the Company, Ms. Hughes served as Senior Vice President and Chief Accounting Officer at Akebia Therapeutics, a biopharmaceutical company focused on addressing kidney disease, from December 2020 to December 2022 and prior to that served as the Senior Vice President and Corporate Controller of AMAG Pharmaceuticals, a pharmaceutical company acquired by the Covis Group in 2020, from December 2016 to December 2020. Ms. Hughes holds a Bachelor of Science Degree in Accounting from the University of Massachusetts. Mr. Robin Vacha joined Azenta in 2014 and was appointed Senior Vice President, Global Operations in March 2022. In this role, Mr. Vacha has primary responsibility for Azenta’s global factory, repository, laboratory, and supply chain operations. Prior to his current role, Mr. Vacha served as GM of the Azenta Life Sciences Products business unit as well as several other senior leadership positions at Azenta. Mr. Vacha is focused on creating differentiated operational capabilities that drive customer value. For most of his career his focus has been on creating new robotic and automated solutions for factory and laboratory work flows. He has extensive experience in the management of cold chain logistics that support compound management, biologics, and cell and gene therapy research and delivery. Mr. Vacha has a MBA from the MIT Sloan School of Management, a Master of Mechanical Engineering from MIT, and a BSME from Kettering University. Dr. Ginger Zhou joined Azenta in November 2018 and was appointed as Senior Vice President and General Manager of the Genomic Services (now Multiomics) business in November 2022. She holds primary responsibility for leading global Genomics business growth, operations, and development of related products and solutions.

  39. Biographical Information

    Dr. Zhou received her Ph.D. in Molecular Biology and Biochemistry from The State University of New York through a joint research program with Yale University. She holds a B.S. in Biochemical Engineering from Tianjin University, China.

  40. Philosophy and Objectives

    | • | recognition that in our cyclical and volatile industries the ability to perform throughout business cycles is critical to our long-term success |

  41. Determining Executive Compensation

    | • | Executive compensation program development | | • | PBVC and LTIP design, performance metrics and goals determination | | • | Executive base salary adjustments | | • | Incentive plan achievement awards and payouts | | • | Pay programs and policies that impact the executive team such as severance and change in control arrangements, stock ownership requirements and other pay governance items |

  42. Use of Consultants

    | • | a review of the appropriateness of our peer group for executive compensation comparison purposes |

  43. Use of Consultants

    | • | an evaluation of the design of our incentive plans (PBVC and LTIP) |

  44. Use of Consultants

    | • | an evaluation of the rigor of our short-term and long-term incentive metrics and goals and their corresponding potential impact on increasing stockholder value |

  45. Use of Consultants

    | • | an analysis of our short- and long-term pay for performance alignment relative to our peer group |

  46. Peer Group

    Peer Group In consultation with Pearl Meyer, the HRC Committee annually reviews our peer group to ensure it is appropriate to utilize for external compensation comparisons. Criteria used to select these companies include industry comparability, geography, revenue size and market capitalization, and product/service comparability.

  47. Peer Group

    | Step | | | | | | 1. | Industry Similarity | » | Publicly traded companies in the following life science industry groups: | | | | | | • | Health Care Equipment & Services (GICS: 3510) | | | | | • | Biotechnology & Life Sciences Tools and Services (GICS: 3520) | | 2. | Other Factors | » | Consideration of local life sciences companies, ISS peers, Glass Lewis peers, and “peers of peers” | | | 3. | Size Similarity | » | Revenue: $300M - $1.2B, approximating a 0.5x - 2.0x range around anticipated Azenta revenue | | | | | » | Market Capitalization: $1.6B - $14.5B approximating a 0.33x - 3.0x range around Azenta’s market capitalization | | | 4. | Business Profile Similarity | » | Companies with primary areas of focus in the development, manufacturing and distribution of Life Sciences products and services, with emphasis on genomic services and analytics, sample repository, and consumables and instruments | |

  48. Peer Group

    Applying these criteria to companies in the Life Sciences industry resulted in more turnover than normal in our peer group for fiscal 2023 compared to fiscal 2022 as Azenta prepared for its first full year as a standalone life sciences company and better understood its peers for executive compensation comparison. Nine of fifteen companies from the fiscal 2022 peer group were removed and replaced by eight new peers for fiscal 2023.

  49. Peer Group

    | * Trailing twelve months revenue on June 30, 2023 |

  50. Peer Group

    The following chart contains a list of the companies in our fiscal 2022 and 2023 peer groups.

  51. Peer Group

    | Fiscal 2022 Peer Group | Fiscal 2023 Peer Group: | | Angio Dynamics, Inc. | 10x Genomics, Inc | | CareDx, Inc. | Bio-Techne Corporation | | Certara, Inc. | Certara, Inc. | | Haemonetics Corporation | Cryoport, Inc. | | ICU Medical, Inc. | Guardant Health, Inc. | | Integra LifeSciences Holdings Corporation | Haemonetics Corporation | | Luminex | Maravai LifeSciences Holdings Inc. | | Maravai LifeSciences Holdings Inc. | Medpace Holdings, Inc.. | | Medpace Holdings, Inc.. | Nadera, Inc. | | NeoGenomics, Inc. | NeoGenomics, Inc. | | NuVasive, Inc. | Repligen Corporation | | OraSure Technologies, Inc. | Sotera Health Company | | Repligen Corporation | Tandem Diabetes Care, Inc. | | Sotera Health Company | Twist Bioscience Corporation | | Varex Imaging Corporation | |

  52. Fiscal 2023 Executive Compensation Program

    | Fiscal 2023 Element | Fiscal 2023 Outcome | | | Base Salary | • | Mr. Joseph and Mr. Vacha received market-based salary increases. The new base salary rates became effective January 1, 2023. | | Performance-Based Variable Compensation Plan (Cash) | • | Revenue, Adjusted EPS, Corporate and Business Unit Revenue and Business Unit Operating Income fell short of targets. The Corporate ESG Scorecard was partially achieved. This resulted in payouts all below target awards. | | Long-Term Incentive Plan (2021 - 2023) Status: Complete: Final three year Achievement 50% of target | • | 3-Year Metric Measures: cumulative Adjusted Operating Profit; cumulative Free Cash Flow; and 3-year average ROIC to be measured following the end of fiscal 2023. Plan adjusted to remove contributions from the sale of our semiconductor automation business for fiscal years 2022 and 2023. Fiscal 2021 result was measured on both business segments results and banked at 150% achievement | | Long-Term Incentive Plan (2022 - 2024) Status: Ongoing | • | 3-Year Metric Measures: cumulative Adjusted Earnings Before Income Taxes Depreciation and Amortization (EBITDA); cumulative Free Cash Flow; and 3-year average ROIC to be measured following the end of fiscal 2024. | | Long-Term Incentive Plan (2023 - 2025) Status: Ongoing | • | 3-Year Metric Measures: cumulative Adjusted EBITDA; cumulative Free Cash Flow; and 3-year average ROIC to be measured following the end of fiscal 2025. |

  53. FISCAL YEAR END BASE PAY

    | • | Mr. Vacha and Mr. Joseph received salary adjustments in recognition of their contributions and to maintain their market competitive positioning. Base salaries were adjusted, as of January 1, 2023. |

  54. Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC)

    Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC) Each year the HRC Committee, with management, reviews the Annual Operating Plan, or AOP, to determine the critical financial metrics and goals they believe will drive stockholder value when achieved. For fiscal 2023, the HRC Committee chose financial metrics that were once again consistent with our strategic focus. The HRC Committee chose to retain the Revenue (55% weight), and Adjusted EPS (35% weight) metrics for the PBVC as they continue to align with our strategy of accelerating profitable growth as a life sciences company. We developed new goals for our Environmental, Social and Governance (ESG) scorecard (10% weight) given its strategic importance to our continued business. In reviewing the metrics and goals, the HRC Committee was guided by the following:

  55. Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC)

    | • | Aligning the shorter-term financial objectives of our annual PBVC incentives and the longer-term strategic objectives of our LTIP |

  56. Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC)

    | • | Establishing financial goals that are aggressive but achievable, that show significant growth over prior years’ targets and results and that account for significant acquisitions and divestitures |

  57. Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC)

    | • | Maintaining a strong linkage between incentive plan metrics and our strategic plan and business model |

  58. Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC)

    | • | Defining appropriate ranges of financial long-term performance to equitably reward performance below and above our aggressive targets for our business during fiscal 2023 |

  59. Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC)

    The HRC Committee met over several sessions and engaged our compensation consultant to review our (and our peer group’s) historical achievement levels on the proposed metrics to ensure appropriate rigor in setting these goals. Based on its independent assessment, Pearl Meyer concluded that the fiscal 2023 incentive compensation performance goals were of appropriate rigor reflecting:

  60. Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC)

    | • | A goal-setting process incorporating marketplace best practices, including meaningful year-over-year growth from actual results, appropriately structured performance ranges with additional ESG goals and corresponding reasonable payout levels |

  61. Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC)

    | • | Alignment with investor expectations and performance ranges that are generally consistent with peer design with highly robust stretch goal targets |

  62. Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC)

    | • | PBVC goals based on meaningful organic growth for continuing business operations |

  63. Annual Cash Incentive for Fiscal 2023 – Performance-Based Variable Compensation (PBVC)

    | • | Historical payouts that have fluctuated demonstrating a history of sufficiently challenging goals |

  64. Fiscal 2023 PBVC Financial Performance Goals

    Fiscal 2023 PBVC Financial Performance Goals Our fiscal 2023 PBVC metrics and goals were key performance measures that anticipated continued growth and our go forward operations as a Life Sciences company. The goals for the fiscal 2023 PBVC were determined by referencing financial targets in our AOP and excluded consideration of any acquisition activity that occurred during the 2023 fiscal year. Revenue and adjusted EPS underperformance was impacted by a macroenvironment that caused us to miss our targets primarily in the first half of the fiscal year. Strength in sample repository solutions and large automated stores was partially offset by softness in genomics and uneven order patterns with newly acquired B Medical. Annual Revenue

  65. Fiscal 2023 PBVC Financial Performance Goals

    | • | Aggressive revenue goal set exceeding fiscal 2022 by 36% |

  66. Fiscal 2023 PBVC Financial Performance Goals

    | • | Goal achievement dependent upon: continued growth performance and execution across all segments in a post pandemic market environment |

  67. Fiscal 2023 PBVC Financial Performance Goals

    | • | Weighted at 55% of Target |

  68. Fiscal 2023 PBVC Financial Performance Goals

    | • | Actual results 88% of the fiscal 2023 PBVC target resulting in a weighted goal award achievement of 30.1% of full target |

  69. Fiscal 2023 PBVC Financial Performance Goals

    Adjusted EPS:

  70. Fiscal 2023 PBVC Financial Performance Goals

    | • | Aggressive target goal to measure our performance in delivering profitable growth using a metric that is understood by our stockholders |

  71. Fiscal 2023 PBVC Financial Performance Goals

    | • | Weighted at 35% of Target |

  72. Fiscal 2023 PBVC Financial Performance Goals

    | • | Adjusted EPS fell below threshold resulting in 0% of target achievement for fiscal 2023 |

  73. Fiscal 2023 PBVC Financial Performance Goals

    ESG Scorecard:

  74. Fiscal 2023 PBVC Financial Performance Goals

    | • | Given the ongoing importance in the areas of ESG, the HRC Committee again included a scorecard focused on the employment of a diverse workforce, an inclusion culture, production safety and ongoing emissions and sustainability efforts. |

  75. Fiscal 2023 PBVC Financial Performance Goals

    | • | Weighted at 10% of Target |

  76. Fiscal 2023 PBVC Financial Performance Goals

    | • | The HRC Committee determined that the Company partially achieved the scorecard goals, resulting in 50% achievement. |

  77. Fiscal 2023 Corporate PBVC Results − CEO

    | | TARGETS | | | | | ACHIEVEMENT | | | | | | | | | Year End Result | | | Corporate Metrics(1) | Metric Weighting | Threshold 25% | Target 100% | Max 200% | Full Year Actual(1) | Award Percent | Weighted % of Target Award | | Annual Revenue | 55% | $602M | $753M | $851M | $662M | 54.8% | 30.1% | | Adjusted EPS | 35% | $0.50 | $0.61 | $0.82 | $0.33 | 0.0% | 0.0% | | ESG Scorecard | 10% | | | | 50.0% | 50.0% | 5.0% | | Corporate Financial Metrics | 100% | | | | | | 35.1% |

  78. Fiscal 2023 Corporate PBVC Results − Named Executive Officers

    | | TARGETS | | | | | ACHIEVEMENT | | | | | | | | | Year End Result | | | Corporate Metrics(1) | Metric Weighting | Threshold 25% | Target 100% | Max 150% | Full Year Actual(1) | Award Percent | Weighted % of Target Award | | Annual Revenue | 55% | $602M | $753M | $851M | $662M | 54.8% | 30.1% | | Adjusted EPS | 35% | $0.50 | $0.61 | $0.82 | $0.33 | 0.0% | 0.0% | | ESG Scorecard | 10% | | | | 50.0% | 50.0% | 5.0% | | Corporate Financial Metrics | 100% | | | | | | 35.1% |

  79. Fiscal 2023 Corporate PBVC Results − Named Executive Officers

    | Name | Target Opportunity as % of Fiscal Year Base Pay | Cash Payout | Payment as a % of Target | | Stephen S. Schwartz | 110% | $289,575 | 35.1% | | Lindon G. Robertson | 100% | $184,275 | 35.1% | | Robin Vacha | 65% | $96,350 | 35.1% | | Jason W. Joseph | 65% | $98,543 | 35.1% | | David C. Gray | 60% | $84,240 | 35.1% |

  80. Long-Term Incentives

    Long-Term Incentives We regularly review the design of our equity incentive plan to ensure it remains calibrated to our long-term strategic goals while providing the appropriate balance of challenge and motivation. The HRC Committee engaged Pearl Meyer to assist with the review and enlisted the support of the Company’s Human Resources department. The objectives and process of the review were as follows:

  81. Long-Term Incentives

    | • | Diligence exercise to assist the HRC Committee and management in defining the strongest incentive plan metrics that drive stockholder value; |

  82. Long-Term Incentives

    | • | Internal Review: Subjective analysis and discussion on current metrics linkage and alignment to specific strategic criteria; |

  83. Long-Term Incentives

    | • | External Review: Benchmarking of our incentive plan metrics alignment to our compensation peer group and review of achievement results and payouts over several years; and |

  84. Long-Term Incentives

    | • | Determination of incentive metrics and design for upcoming PBVC and LTIP awards. |

  85. Long-Term Incentives

    The HRC Committee presented the conclusions from the review to the full Board. In summary, the review reinforced our belief that our plan designs as well as metrics and goals are appropriately aligned with prevailing peer practices. The HRC Committee and the Board also concluded that the metrics and incentive plan designs are closely tied to our business strategy for both the short and long term and have served the stockholders well in delivering value. Each of our named executive officers received award grants of both time-based and performance-based RSUs in fiscal 2023. We use performance-based RSUs for the majority (75%) of our equity grants and measure performance at the end of each three-year LTIP period. Similar to our annual PBVC, the HRC Committee has been very consistent in the selection of metrics for the LTIP that are in support of our long-term strategy. We believe this consistency helps focus the executives on achieving the financial results that we believe will drive stockholder value. The financial metrics for the fiscal 2021 LTIP are comprised of cumulative Adjusted Operating Profit, cumulative Free Cash Flow, and three-year average ROIC, each equally weighted. In fiscal year 2022, Adjusted EBITDA replaced adjusted Operating Profit. The financial metrics for the fiscal 2023 LTIP are comprised of cumulative Adjusted EBITDA, cumulative Free Cash Flow, and three-year average ROIC, each equally weighted. We have selected these metrics because we believe:

  86. Long-Term Incentives

    | • | Adjusted EBITDA is a key performance indicator that motivates, and rewards sustained growth in profit, and demands a longer-term management focus on business operations and profitability; |

  87. Long-Term Incentives

    | • | Free Cash Flow will provide funding for growth initiatives, focused on new product development and acquisitions, and is a key indicator of overall company performance with a strong management line of sight; and |

  88. Long-Term Incentives

    | • | ROIC is a key financial metric, as it focuses executives on a forward looking, disciplined approach to capital investment in optimizing stockholder return. This metric will measure effective capital deployment in internal organic investments and acquisitions with accretive returns. |

  89. Grant Process

    Grant Process The value of each year’s LTIP equity grant for the CEO and our other named executive officers is based on a variety of factors including market and peer group data as provided by Pearl Meyer, the ability of the executive to impact long-term stockholder value, the executive’s prior contributions and performance and the currently outstanding equity grants held by the executive. For our Chief Executive Officer, this translates into a projected equity value to target cash compensation ratio generally ranging from 2.0 to 3.0 and for our executive officers, a range between 1.0 and 1.5 of total cash compensation. A combination of performance and time-based RSUs are used as part of our LTIP. Performance-based RSUs are intended to focus and align management leadership on increasing share value and profitable growth, while time-based RSUs help promote retention of key leadership talent. For fiscal 2023 grants approved in November 2022, the HRC Committee increased Dr. Schwartz’s grant value to recognize his critical role in the execution of the Company’s life sciences strategy and to more competitively position him within the life sciences peer market. Increases to the remaining four named executives were made for similar reasons. The following table shows grant date value for the fiscal 2022 and 2023 LTIPs.

  90. LTIP Grant Date Value

    LTIP Grant Date Value

  91. Equity Plan Analysis

    Equity Plan Analysis The most recent Pearl Meyer executive pay analysis, completed in September 2023, noted that our dilution (total number of shares outstanding under the equity compensation programs as a percentage of the most recent fiscal year’s common shares outstanding) at 1.4% was below the 25th percentile of our 2023 compensation peer group. Our annual share burn rate, which is the sum of options and full-value shares granted divided by weighted average shares outstanding (where all options and full-value shares are counted equally) was 0.85% and 0.55% for our three-year average as shown in the chart below. These figures are below the 25th percentile of our peer group. We believe that this judicious use of equity awards affords the HRC Committee flexibility in providing incentives to executives to drive strategic initiatives.

  92. Impact of Business Separation Announcement on the Outstanding LTIPs for fiscal 2021-2023

    | • | Providing fair recognition for the achievements accomplished through the two-year LTIP as of the end of fiscal 2021 |

  93. Impact of Business Separation Announcement on the Outstanding LTIPs for fiscal 2021-2023

    | • | Replacing the approved LTIP (2021-2023) with revised goals for the remaining two years of the plan that measured performance solely based on the Life Sciences businesses |

  94. Fiscal 2021 – 2023 LTIP (Completed on September 30, 2023)

    Fiscal 2021 – 2023 LTIP (Completed on September 30, 2023) The fiscal 2021 LTIP metrics are cumulative Adjusted Operating Profit, cumulative Free Cash Flow, and a three-year average of our ROIC, all equally weighted. Each quarter at their regularly scheduled meetings, the HRC Committee and full Board review the Company’s financial results to date and forecast for the remaining fiscal year period against the goals for each plan. Following the separation of the Company’s businesses in December 2021, one year of actual results had been recorded and two years of performance measurement remained with the Fiscal 2021-2023 LTIP. At that time, the HRC Committee agreed to measure the achievement factor of the plan using two years of the previously approved combined businesses forecast along with the one year (fiscal 2021) of actual results, capped at a maximum of 150%. The performance achievement was determined to exceed the cap and therefore one-third of the performance share award was banked at 150%.

  95. LTIP 2021 - 2023 Financial Achievement (one year actual, two year forecast of combined businesses – “Banked” achievement of one-third of the award)

    LTIP 2021 - 2023 Financial Achievement (one year actual, two year forecast of combined businesses – “Banked” achievement of one-third of the award)

  96. LTIP 2021 - 2023 Financial Achievement (one year actual, two year forecast of combined businesses – “Banked” achievement of one-third of the award)

    | Long Term Incentive Plan Objectives – Fiscal 2021 - 2023 LTIP | | | | | | | | | | Strategic Objective(1) | Weighting | Measurement Time Frame | Metrics | Threshold 25% of Award | Target 100% of Award | Maximum 200% of Award | Results | Weighted % of Target Earned(5) | | Adjusted Operating Profit(2) | 33.3% | 3 Years | Cumulative Adjusted Operating Profit | $425M | $560M | $725M | $870M | 66% | | Free Cash Flow(3) | 33.3% | 3 Years | Cumulative FCF | $300M | $400M | $575M | $498M | 51% | | ROIC(4) | 33.3% | 3 Years | 3-year-average ROIC | 9.0% | 12.0% | 18.0% | 16.4% | 58% | | Total | 100% | | | | | Calculated Earned Payout | | 175.7% | | | | | | | | Earned Payout Capped at 150% | | 150.0% |

  97. LTIP 2021 - 2023 Financial Achievement (one year actual, two year forecast of combined businesses – “Banked” achievement of one-third of the award)

    | (1) Goals exclude the impact of any acquisitions and divestitures over the three-year measurement period. |

  98. LTIP 2021 - 2023 Financial Achievement (one year actual, two year forecast of combined businesses – “Banked” achievement of one-third of the award)

    | (2) Adjusted Operating Profit: cumulative pre-tax operating income before special charges; excludes: (a) amortization expense; (b) purchase accounting adjustments; (c) restructuring expenses; (d) interest income; (e) other income; (f) joint venture income; (g) other items that may be excluded from Adjusted EPS. |

  99. LTIP 2021 - 2023 Financial Achievement (one year actual, two year forecast of combined businesses – “Banked” achievement of one-third of the award)

    | (3) Free Cash Flow: cumulative operating cash flow less capital expenditures. |

  100. LTIP 2021 - 2023 Financial Achievement (one year actual, two year forecast of combined businesses – “Banked” achievement of one-third of the award)

    | (4) ROIC: GAAP income minus interest (after tax) as a percentage of average net assets, excluding cash and net deferred taxes. Each year’s average ROIC is equally weighted: (Y1 + Y2 + Y3)/3. |

  101. LTIP 2021 - 2023 Financial Achievement (one year actual, two year forecast of combined businesses – “Banked” achievement of one-third of the award)

    | (5) Earned Payout of 150% applied to FY21 only. One third of the award was banked at 150%. FY22 & F23 were assessed based on new financial goals based on a life sciences only company. |

  102. LTIP 2021 - 2023 Financial Achievement (one year actual, two year forecast of combined businesses – “Banked” achievement of one-third of the award)

    In addition, the HRC Committee approved a new two-year LTIP covering the fiscal years 2022 and 2023 to measure performance achievement for the remaining two-thirds of the original performance share units granted under the fiscal 2021 – fiscal 2023 LTIP. The same metrics were used with revised goals reflecting the Life Sciences businesses only. The goals for this LTIP were established based on a forecast that reflected a more robust macroenvironment and higher sales growth and profitability. Return on Invested Capital, Adjusted EBITDA, and Free Cash Flow underperformed relative to the plan and forecast, and thus resulted in under performance. Measurement of the two-thirds remaining shares occurred after the fiscal 2023 year end, and we determined that the threshold goals for each of the three metrics had not been reached and the remaining two-thirds performance shares granted to the named executive officers were forfeited. The goals are shown below:

  103. LTIP 2022 - 2023 Financial Results (life sciences business only – two-thirds original award)

    LTIP 2022 - 2023 Financial Results (life sciences business only – two-thirds original award)

  104. LTIP 2022 - 2023 Financial Results (life sciences business only – two-thirds original award)

    | Long Term Incentive Plan Objectives – Fiscal 2022 - 2023 LTIP | | | | | | | | | | Strategic Objective(1) | Weighting | Measurement Time Frame | Metrics | Threshold 25% of Award | Target 100% of Award | Maximum 200% of Award | Results | Weighted % of Target Earned | | Adjusted Operating Profit(2) | 33.3% | 2 Years | Cumulative Adjusted Operating Profit | $115M | $141M | $200M | Below Threshold | 0% | | Free Cash Flow(3) | 33.3% | 2 Years | Cumulative FCF | $65M | $90M | $125M | Below Threshold | 0% | | ROIC(4) | 33.3% | 2 Years | 2-year-average ROIC | 2.0% | 4.5% | 9.0% | Below Threshold | 0% | | Total | 100% | | | | | | | 0% |

  105. LTIP 2022 - 2023 Financial Results (life sciences business only – two-thirds original award)

    | (1) Goals exclude the impact of any acquisitions and divestitures over the two-year measurement period. |

  106. LTIP 2022 - 2023 Financial Results (life sciences business only – two-thirds original award)

    | (2) Adjusted Operating Profit: cumulative pre-tax operating income before special charges; excludes: (a) amortization expense; (b) purchase accounting adjustments; (c) restructuring expenses; (d) interest income; (e) other income; (f) joint venture income; (g) other items that may be excluded from Adjusted EPS. |

  107. LTIP 2022 - 2023 Financial Results (life sciences business only – two-thirds original award)

    | (3) Free Cash Flow: cumulative operating cash flow less capital expenditures. |

  108. LTIP 2022 - 2023 Financial Results (life sciences business only – two-thirds original award)

    | (4) ROIC: GAAP income minus interest (after tax) as a percentage of average net assets, excluding cash and net deferred taxes. Each year’s average ROIC is equally weighted: (Y1 + Y2 + Y3)/3. |

  109. Fiscal 2022-2024 LTIP and Fiscal Year 2023-2025 LTIP

    Fiscal 2022-2024 LTIP and Fiscal Year 2023-2025 LTIP In fiscal year 2022, Free Cash Flow and ROIC continued to be used as metrics for the PSUs. Adjusted Operating Profit was replaced with Adjusted EBITDA as it was deemed an appropriate metric for assessing long-term profitable growth. The fiscal 2022-2024 three year LTIP metrics approved in November 2021, are cumulative Adjusted EBITDA, cumulative Free Cash Flow, and a three-year average of our ROIC, all equally weighted. The Committee adopted the same metrics with updated goals the following year in November 2022. Each quarter at their regularly scheduled meetings, the HRC Committee and full Board review the Company’s financial results to date and forecast for the remaining fiscal year period against the goals for each plan. Results and goals are disclosed at the end of each three-year plan.

  110. LTIP FINANCIAL METRICS FISCAL 2022-2024 and FISCAL 2023-2025

    LTIP FINANCIAL METRICS FISCAL 2022-2024 and FISCAL 2023-2025

  111. LTIP FINANCIAL METRICS FISCAL 2022-2024 and FISCAL 2023-2025

    | Strategic Objective(1) | Weighting | Measurement Time Frame | Metrics | Threshold 25% of Award | Target 100% of Award | Maximum 200%of Award | | ROIC(2) | 33.3% | 3 Years | 3–year–average ROIC | * | * | * | | Free Cash Flow(3) | 33.3% | 3 Years | Cumulative Free Cash Flow | * | * | * | | Adjusted EBITDA(4) | 33.3% | 3 Years | Adjusted EBITDA | * | * | * |

  112. LTIP FINANCIAL METRICS FISCAL 2022-2024 and FISCAL 2023-2025

    | (1) Goals exclude the impact of any acquisitions and divestitures over the three year measurement period. |

  113. LTIP FINANCIAL METRICS FISCAL 2022-2024 and FISCAL 2023-2025

    | (2) ROIC: GAAP income minus interest (after tax) as a percentage of average net assets, excluding cash and net deferred taxes. Each year’s average ROIC is equally weighted: (Y1 + Y2 + Y3)/3. |

  114. LTIP FINANCIAL METRICS FISCAL 2022-2024 and FISCAL 2023-2025

    | (3) Free Cash Flow: Cumulative operating cash flow less capital expenditures. |

  115. LTIP FINANCIAL METRICS FISCAL 2022-2024 and FISCAL 2023-2025

    | (4) Adjusted EBITDA: Earnings before interest, taxes, depreciation, and amortization. Net Income that adds back interest expenses, taxes, and depreciation charges, plus other adjustments. |

  116. LTIP FINANCIAL METRICS FISCAL 2022-2024 and FISCAL 2023-2025

    | * We do not publicly disclose our goals during the performance periods due to the proprietary and competitive sensitivity of the information. We believe these goals to be consistent with our philosophy of establishing aggressive but achievable targets, and after two years’ and one year’s results, respectively, participants are motivated to achieve the targets for the LTIP. |

  117. Clawback Provisions

    Clawback Provisions Clawback provisions which apply to the CEO and CFO are contained in employment agreements and/or offer letters and are consistent with the Sarbanes-Oxley Act of 2002. These provisions govern the recoupment of annual and long-term incentive compensation in the event of an accounting restatement due to material noncompliance by the Company that results from misconduct or gross negligence relating to any financial reporting requirements. In November 2013, the Board approved an incentive compensation recoupment policy that applies to all executive officers (including the CEO and the CFO), which is applicable to incentive-based compensation (such as the PBVC and performance-based RSUs) awarded to executive officers after the adoption of the policy. Pursuant to the policy, in the event that we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements, we will use reasonable efforts to recover any amount in excess of what would have been paid to such executive officers (or such former executive officers) whose intentional misconduct caused or contributed to the need for the restatement under the accounting restatement for any such incentive-based compensation during the three-year period preceding the restatement. Following the end of the fiscal 2023, the Company reviewed and updated its recoupment policy in compliance with the SEC’s and the Nasdaq Stock Market’s recent adoption of new rules with respect to the clawback of incentive compensation.

  118. Employment Agreements

    Employment Agreements We currently have an employment agreement with Dr. Schwartz. The agreement provides for, among other things, a specified annual base salary and the target variable compensation award based on performance. It also provides that he will be entitled to severance of one year’s base salary and continued participation in benefit plans if his employment is terminated by us without “cause” or if he resigns for “good reason.” Severance and benefits are continued on a payroll-to-payroll basis if he remains unemployed following the initial twelve months of payment up to an additional twelve months. More information can be found under the section “Post-Employment Benefits.” Mr. Robertson has entered into an offer letter that stipulates the terms and conditions of his employment with us. In June 2015, we modified the original offer letter to Mr. Robertson to provide for the same severance provisions as Dr. Schwartz (one year’s base salary and benefits and up to an additional 12 months so long as the executive remains unemployed). In September 2023, we announced that Mr. Robertson was retiring as our Chief Financial Officer but would remain as an advisor to ensure a smooth transition to our new Chief Financial Officer, Herman Cueto. In December 2023, we entered into a letter agreement with Mr. Robertson pursuant to which we agreed he would remain in the position of Advisor to the CEO through February 16, 2024, at which time he will cease his employment with us. Mr. Robertson will continue to receive his current base salary while employed, and upon his departure he will be entitled receive a pro rata portion of his potential cash bonus for fiscal year 2024. We believe these changes are appropriate as they reflect customary market practice for executives and provide our executives with the proper focus when analyzing potential transactions. Dr. Gray has entered into an offer letter that stipulates the terms and conditions of his employment with us. In November 2016, we modified the original offer letter to Dr. Gray to provide for severance provisions of six months base salary and benefits and up to an additional 6 months so long as the executive remains unemployed. We believe these changes are appropriate as they reflect customary market practice for executives and provide our executives with the proper focus when analyzing potential transactions.

  119. Change-In-Control and Non-Compete Agreements

    Change-In-Control and Non-Compete Agreements We currently have provisions within our equity award agreements that provide for accelerated vesting at target in the event of a double-trigger change in control (termination of employment without “cause” or resignation for “good reason” within a year following or six months prior to a change-in-control). In June 2015, we extended the double-trigger change in control provisions to our severance and benefits arrangements with Dr. Schwartz and Mr. Robertson and increased the protected termination period following a change in control to two years. Dr. Gray subsequently received the same provisions in November 2016. The arrangement includes:

  120. Change-In-Control and Non-Compete Agreements

    | • | Cash severance, payable bi-weekly, equal to two times the amount of their current base salary and annual target bonus |

  121. Change-In-Control and Non-Compete Agreements

    | • | A lump sum payment to cover the approximate cost of the Company’s portion of premiums for coverage under their welfare benefit plans for two years following termination |

  122. Change-In-Control and Non-Compete Agreements

    | • | Fully accelerated vesting of all unvested equity awards including any performance-based awards that have not yet been earned calculated at the target award amount |

  123. Change-In-Control and Non-Compete Agreements

    In exchange for the change in control agreement, we entered into a non-competition agreement with Dr. Schwartz and Mr. Robertson where each executive agreed that during the term of the agreement and for 12 months following termination for any reason, the executive:

  124. Change-In-Control and Non-Compete Agreements

    | • | Shall not work or invest in any business that is competitive with Azenta |

  125. Change-In-Control and Non-Compete Agreements

    | • | Shall not solicit for employment any employee of Azenta or solicit a customer (within the last two years) of Azenta |

  126. Tax Deductibility

    Tax Deductibility Section 162(m) of the Internal Revenue Code of 1986, as amended by the Tax Cuts and Jobs Act, restricts deductibility for federal income tax purposes of annual individual compensation in excess of $1 million to our named executive officers, effective for tax years beginning after 2017, subject to a transition rule for written binding contracts which were in effect on November 2, 2017, and which were not modified in any material respect on or after such date. In the past, Section 162(m)’s deductibility limitation was subject to an exception for compensation that qualified as performance-based. Certain of our compensation programs were designed to permit us to qualify for the performance-based exception, although the Company reserved the right to pay compensation that did not qualify as “performance-based.” While the HRC Committee has considered the deductibility of compensation as a factor in making compensation decisions, it has retained the flexibility to provide compensation that is consistent with the Company’s goals for its executive compensation program, even if such compensation would not be fully tax-deductible. Section 280G and related sections of the Internal Revenue Code provide that executive officers and directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits that exceed certain limits in connection with a change in control event, and that we could lose a deduction on the amounts subject to the additional tax. We have not provided any executive officer, including Dr. Schwartz, with a commitment to gross up or reimburse other tax amounts that the executive might pay pursuant to Section 280G of the Internal Revenue Code. In January 2010, the Board voted that it would not make any gross-up or tax reimbursement commitments to any executives. Section 409A of the Internal Revenue Code also imposes additional significant taxes on an executive officer, director or service provider who receives “deferred compensation” that does not meet the requirements of Section 409A. To assist in the avoidance of additional tax under Section 409A, we intend to structure equity awards and other deferred compensation payments in a manner to comply with the applicable Section 409A requirements.

  127. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information concerning compensation of each named executive officer during the fiscal years indicated below:

  128. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation | Total | | Stephen S. Schwartz | 2023 | $750,000 | | $4,500,037 | $289,575 | $14,850(3) | $5,554,462 | | President and Chief Executive Officer | 2022 | $742,308 | | $3,500,031 | $412,314 | $13,725 | $4,668,377 | | | 2021 | $711,731 | | $3,000,067 | $1,565,808 | $13,050 | $5,290,656 | | Lindon G. Robertson | 2023 | $525,000 | | $1,500,032 | $184,275 | $14,850(3) | $2,224,157 | | Former Executive Vice President and Chief Financial Officer(6) | 2022 | $525,000 | $200,000(4) | $1,300,041 | $264,758 | $13,725 | $2,303,523 | | | 2021 | $518,365 | | $1,150,016 | $777,548 | $13,050 | $2,458,979 | | Jason W. Joseph | 2023 | $431,923 | | $900,043 | $98,543 | $13,661(3) | $1,444,170 | | Senior Vice President, General Counsel/Corporate Secretary | 2022 | $403,846 | $100,000(4) | $750,072 | $132,631 | $15,268 | $1,401,817 | | | 2021 | $382,404 | | $650,039 | $373,781 | $13,546 | $1,419,770 | | Robin Vacha | 2023 | $422,308 | | $900,043 | $96,350 | $14,694(3) | $1,433,395 | | Senior Vice President, Global Operations | 2022 | $410,385 | | $800,069 | $59,729 | $13,621 | $1,283,804 | | | 2021 | $386,731 | | $750,034 | $377,063 | $14,635 | $1,528,193 | | David C. Gray | 2023 | $400,000 | | $750,046 | $84,240 | $13,846(3) | $1,248,132 | | Senior Vice President, Chief Strategy and New Business Officer(7) | 2022 | $395,385 | | $650,078 | $119,810 | $13,488 | $1,178,760 | | | 2021 | $381,962 | | $525,044 | $344,112 | $14,183(5) | $1,265,301 |

  129. Summary Compensation Table

    | (1) Awards consist of restricted stock unit (RSU) awards. In November 2022, the Company issued both time-based and performance-based RSUs under our Fiscal Year 2023 - 2025 Long-Term Incentive Plan to each of the named executive officers. The value of the awards are based on the fair value as of the grant date calculated in accordance with FASB ASC Topic 718. The grant date fair value of the performance-based RSUs assuming the maximum potential value is achieved is $6,750,000 for Dr. Schwartz; $2,250,000, for Mr. Robertson; $1,350,000 for Mr. Joseph and Mr. Vacha; and $1,125,000 for Dr. Gray. |

  130. Summary Compensation Table

    | (2) Amounts consist of cash incentive compensation awards earned for services rendered in the relevant fiscal year under the Company’s Performance-Based Variable Compensation Plan. |

  131. Summary Compensation Table

    | (3) Represents amounts paid or accrued by the Company in matching contributions under the Company’s qualified 401(k) plan on behalf of Dr. Schwartz, Mr. Robertson, Mr. Joseph, Mr. Vacha and Dr. Gray. |

  132. Summary Compensation Table

    | (4) Represents special one-time cash payments to Mr. Robertson and Mr. Joseph, paid upon the successful completion of the sale of our semiconductor automation business to Thomas H Lee Partners, L.P., in recognition of their significant contributions to the sale. |

  133. Summary Compensation Table

    | (5) Represents amounts paid or accrued by the Company in matching contributions under the Company’s qualified 401(k) plan on behalf of Dr. Gray along with a $1,000 patent incentive award. |

  134. Summary Compensation Table

    | (6) In September 2023, we announced that Mr. Robertson was retiring as our Chief Financial Officer but would remain as an advisor to ensure a smooth transition to our new Chief Financial Officer, Herman Cueto. In December 2023, we entered into a letter agreement with Mr. Robertson pursuant to which we agreed he would remain in the position of Advisor to the CEO through February 16, 2024, at which time he will cease his employment with us. |

  135. Summary Compensation Table

    | (7) Dr. Gray and the Company mutually agreed that Dr. Gray’s employment with the Company would cease on December 31, 2023. |

  136. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  137. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table

  138. Stock Vested Table

    Stock Vested Table

  139. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  140. Pension Benefits

    Pension Benefits We do not have any qualified or nonqualified defined benefit plans, other than certain plans for international employees. No named executive officer participates in any of those plans.

  141. Post-Employment Benefits

    | Name | Event | Salary & Other Cash Payment | Health & Welfare Contribution | Vesting of Stock Awards | Total | | Stephen S. Schwartz | Termination Without Cause or for Good Reason | $750,000(1) | $12,802 | | $762,802 | | | Change of Control with Termination | $3,150,000(2) | $25,807 | $7,305,757(3) | $10,481,564 | | Lindon G. Robertson | Termination Without Cause or for Good Reason | $525,000(1) | $12,098 | | $537,098 | | | Change of Control with Termination | $2,100,000(2) | $27,400 | $2,594,271(3) | $4,721,671 | | Jason W. Joseph | Termination Without Cause or for Good Reason | | | | | | | Change of Control with Termination | | | $1,516,390(3) | $1,516,390 | | Robin Vacha | Termination Without Cause or for Good Reason | | | | | | | Change of Control with Termination | | | $1,606,783(3) | $1,606,783 | | David C. Gray | Termination Without Cause or for Good Reason | $200,000(4) | $19,120 | | $219,120 | | | Change of Control with Termination | $1,280,000(2) | $38,240 | $1,262,028(3) | $2,580,268 |

  142. CEO PAY RATIO

    CEO PAY RATIO Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to disclose the median of the annual total compensation of our employees (excluding our principal executive officer), the annual total compensation of our principal executive officer, President and Chief Executive Officer, Stephen S. Schwartz, and the ratio of these two amounts. The Company’s pay ratio may not be comparable to the pay ratios of other companies given varying workforce composition and pay practices, as well as the flexibility permitted in identifying the median employee. The Company determined that the 2023 annual total compensation of our median employee as of September 30, 2023 was $50,034 and Dr. Schwartz’s annual total compensation for 2023 was $5,554,462, both of which were calculated in accordance with Item 402(c) of Regulation S-K. The ratio of these amounts was 111.0:1. The Company selected September 30, 2023, the last day of our most recently completed fiscal year, as the effective date used to identify the median employee. As of this date the Company employed approximately 3,500 employees globally. The Company did not elect to make any exclusions as permitted under the SEC’s de minimis rule. The Company used a Consistently Applied Compensation Measure to identify the median employee based on the sum of base pay/regular wages, overtime and target bonus. The Company elected to include bonus payments given the broad participation rates in these programs across our employee base. Annualized salary rates for full-time employees and hourly pay rates and scheduled hours worked were used as reasonable estimates of salary/wages. 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 (“CAP”) for our Chief Executive Officer, also referred to as our principal executive officer (“PEO”), and our other Named Executive Officers (“NEOs”) and certain financial performance metrics of the Company for the fiscal years listed below. The Human Resources and Compensation (HRC) Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information on the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to “Compensation Discussion and Analysis.”

  143. CEO PAY RATIO

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | SCT Total for PEO(1) | Compensation Actually Paid (CAP) total for PEO(2) | Average SCT Total for Non- PEO NEOs(3) | Average CAP to Non-PEO NEOs(4) | Azenta TSR(5) | Company Peer Group(6) | S&P 1500 Life Sciences Tools & Services Industry Index(7) | GAAP Net Income(8) | Revenue(9) | | 2023 | $5,554,462 | $5,753,017 | $1,587,464 | $1,664,874 | $109 | $80 | $109 | -$12.9 | $665.0 | | 2022 | $4,668,377 | -$8,289,063 | $2,357,741 | -$184,501 | $93 | $82 | $110 | -$11.3 | $552.0 | | 2021 | $5,290,656 | $21,015,659 | $1,897,530 | $6,261,160 | $222 | $150 | $143 | $111.9 | $1,178 |

  144. CEO PAY RATIO

    | * Financials for 2021 are based on a combined Life Sciences and Semi-conductor equipment company and are pre-separation of the businesses and the closing of the sale of the semiconductor automation business on February 1, 2022. |

  145. CEO PAY RATIO

    | (1) Amounts shown are the amounts of total compensation reported for Dr. Schwartz, our CEO, for each corresponding year in the Total column of the Summary Compensation Table (SCT). |

  146. CEO PAY RATIO

    | (2) Amounts represent the amount of CAP to Dr. Schwartz, as calculated in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Schwartz’s total compensation for each year to determine the CAP: |

  147. CEO PAY RATIO

    | Year | Reported SCT Total for PEO | Reported Value of Equity Awards Granted in the Year(a) | Equity Awards Adjustments(b) | Compensation Actual Paid to PEO | | 2023 | $5,554,462 | -$4,500,037 | $4,698,592 | $5,753,017 | | 2022 | $4,668,377 | -$3,500,031 | -$9,457,409 | -$8,289,063 | | 2021 | $5,290,656 | -$3,000,067 | $18,725,070 | $21,015,659 |

  148. CEO PAY RATIO

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column of the SCT for the corresponding fiscal year. |

  149. CEO PAY RATIO

    | (b) The equity award adjustments are calculated in accordance with the SEC rules as shown in the table below. |

  150. CEO PAY RATIO

    | Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Equity Award Adjustments | | 2023 | $3,791,453 | $473,115 | $434,024 | $4,698,592 | | 2022 | $1,311,173 | -$5,025,180 | -$5,743,403 | -$9,457,409 | | 2021 | $7,845,742 | $7,286,596 | $3,592,733 | $18,725,070 |

  151. CEO PAY RATIO

    | (3) Amounts reported in this column represent the average of the amounts reported in for the Company’s NEOs, excluding Dr. Schwartz. Messrs. Robertson, Joseph and Vacha and Dr. Gray are the Non-PEO NEOs in 2023. Messrs. Robertson and Joseph, Dr. McManus and Ms. Sriram are the Non-PEO NEOs in 2022. Messrs. Robertson, Jarzynka and Vacha, and Dr. Liao are the Non-PEO NEOs in 2021. |

  152. CEO PAY RATIO

    | (4) The amounts reported in this column represent the average amount of CAP to the Non-PEO NEOs (excluding Dr. Schwartz), as computed in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each year to determine the CAP: |

  153. CEO PAY RATIO

    | Year | Average Reported SCT Total for Non- PEO NEOs | Average Reported Value of Equity Awards Granted in the Year(a) | Average Equity Award Adjustments(b) | Average Compensation Actual Paid to Non-PEO NEOs | | 2023 | $1,587,464 | -$1,012,541 | $1,089,951 | $1,664,874 | | 2022 | $2,357,741 | -$1,483,811 | -$1,058,430 | -$184,501 | | 2021 | $1,897,530 | -$900,027 | $5,263,658 | $6,261,160 |

  154. CEO PAY RATIO

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column of the SCT for the corresponding fiscal year. |

  155. CEO PAY RATIO

    | (b) The equity award adjustments are calculated in accordance with the SEC rules as shown in the table below. |

  156. CEO PAY RATIO

    | Year | Average Year- End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Average Equity Award Adjustments | | 2023 | $853,105 | $119,954 | $116,893 | $1,089,951 | | 2022 | $687,646 | -$785,402 | -$960,674 | -$1,058,430 | | 2021 | $1,877,406 | $2,382,731 | $1,003,520 | $5,263,658 |

  157. CEO PAY RATIO

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  158. CEO PAY RATIO

    | (6) The peer group for TSR is Azenta’s peer group used in the Company’s performance graph under Item 201 of Regulation S-K included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which includes the following companies: Angiodynamics Inc, Caredx Inc, Certara Inc, Haemonetics Corp, Icu Medical Inc, Integra Lifesciences Holdings Corp, Maravai Lifesciences Holdings Inc, Medpace Holdings Inc, Neogenomics Inc, Orasure Technologies Inc, Repligen Corp, Sotera Health Co, and Varex Imaging Corp. The comparison assumes $100 was invested for the period starting September 30, 2020, through the end of the listed year for the Company and the peer group. |

  159. CEO PAY RATIO

    | (7) This is supplemental information provided by the Company showing the TSR using the S&P 1500 Life Sciences Tools & Services Industry Index. The comparison assumes $100 was invested for the period starting September 30, 2020, through the end of the listed year for the Company and the peer group. |

  160. CEO PAY RATIO

    | (8) The amount shown is the net income reflected in the Company’s consolidated audited financial statements for the applicable year. |

  161. CEO PAY RATIO

    | (9) Revenue from continued operations for the applicable year. Revenue for 2021 is based on a combined Life Sciences and Semi-conductor equipment company and are pre-separation of the businesses and the closing of the sale of the semiconductor automation business on February 1, 2022. |

  162. Compensation Actually Paid (CAP) and Cumulative Total Shareholder Return (TSR)

    Compensation Actually Paid (CAP) and Cumulative Total Shareholder Return (TSR) Below is a table that compares the CAP for the PEO and Non-PEO NEOs for the past three fiscal years (FY2021, FY2022 and FY2023) against the cumulative three year TSR performance for Azenta from October 1, 2020 – September 30, 2023, for Azenta’s financial peer group and, as supplemental information, for the S&P 1500 Life Sciences Tools & Services Industry Index.

  163. Compensation Actually Paid (CAP) and GAAP Net Income

    Compensation Actually Paid (CAP) and GAAP Net Income Below is a table that compares the CAP for the PEO and Non-PEO NEOs for the past three fiscal years (FY2021, FY2022 and FY2023) against GAAP Net Income performance for the related year.

  164. Compensation Actually Paid (CAP) and GAAP Net Income

    | * Net Income for 2021 are based on a combined Life Sciences and Semi-conductor equipment company and are pre-separation of the businesses and the closing of the sale of the semiconductor automation business on February 1, 2022. |

  165. Compensation Actually Paid (CAP) and Revenue

    Compensation Actually Paid (CAP) and Revenue Below is a table that compares the CAP for the PEO and Non-PEO NEOs for the past three fiscal years (FY2021, FY2022 and FY2023) against Annual Revenue performance for the related fiscal year.

  166. Compensation Actually Paid (CAP) and Revenue

    | * Revenue for 2021 are based on a combined Life Sciences and Semi-conductor equipment company and are pre-separation of the businesses and the closing of the sale of the semiconductor automation business on February 1, 2022. |

  167. Compensation Actually Paid (CAP) and Revenue

    EQUITY COMPENSATION PLAN INFORMATION