DEF 14A of Azenta, Inc., Dec 18, 2025

DEF 14A of Azenta, Inc.

Filed Dec 18, 2025 · FY20250001140361-25-046064

Open on EDGAR

  1. RECORD DATE: December 3, 2025

    | CEO Pay Ratio | 50 | | Pay Versus Performance | 51 | | Recovery of Erroneously Awarded Compensation | 57 | | EQUITY COMPENSATION PLAN INFORMATION | 59 | | RELATED PARTY TRANSACTIONS | 59 | | PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION | 60 | | PROPOSAL NO. 3: APPROVAL OF ADDITIONAL SHARES UNDER OUR 2020 EQUITY INCENTIVE PLAN | 61 | | AUDIT COMMITTEE REPORT | 67 | | INDEPENDENT AUDITOR FEES AND OTHER MATTERS | 69 | | PROPOSAL NO. 4 RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 70 | | GENERAL ANNUAL MEETING INFORMATION | 71 | | Record Date, Voting Rights and Outstanding Shares | 71 | | Electronic Distribution | 71 | | Solicitation | 71 | | Quorum and Required Vote | 71 | | Voting of Proxies | 72 | | Revocation of Proxies | 73 | | Proxy Materials Available via the Internet | 73 | | OTHER MATTERS | 74 | | Standards of Conduct | 74 | | Shareholder Proposals and Recommendations For Director | 74 | | Voting Results | 74 | | Householding of Proxy Materials | 74 | | Material Not Incorporated by Reference | 75 | | Annual Report on Form 10-K | 75 | | Appendix A – Reconciliation of Non-GAAP to GAAP Financial Measures Used In Proxy Statement | A-1 | | Appendix B – Azenta, Inc. 2020 Equity Incentive Plan, As Amended Through October 30, 2025 | B-1 |

  2. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of the following ten (10) nominees to our Board, all of whom currently serve as directors. All directors are elected annually by the affirmative vote of a plurality of votes cast. The chart below summarizes our director nominees’ personal information and expected committee memberships following the Annual Meeting. You can find detailed information about each director nominee’s background, skill sets and areas of expertise later in this proxy statement.

  3. Our Director Nominees

    | | | | | | Current Committee Memberships | | | | | | Name and Principal Occupation | Age | Director Since | Independent | Other Public Boards | Audit | ESG | Human Resources & Compensation | Nominating & Corporate Governance | Value Creation | | John Marotta Chief Executive Officer of Azenta, Inc. | 46 | 2024 | | | | | | | √ | | Frank E. Casal, Chairperson Former Vice Chair, Audit, KPMG LLP | 71 | 2021 | √ | | Chair | | | √ | Non- Voting Observer | | William L. Cornog Former Head of KKR Capstone | 61 | 2024 | √ | 2 | | | | | Chair | | Robyn C. Davis Managing Director at AngelHealthcare Investors | 64 | 2013 | √ | 1 | | | Chair | √ | | | Dipal Doshi Chief Executive Officer of Entrada Therapeutics, Inc. | 50 | 2025 | √ | 1 | √ | √ | | | |

  4. Our Director Nominees

    | | | | | | Current Committee Memberships | | | | | | Name and Principal Occupation | Age | Director Since | Independent | Other Public Boards | Audit | ESG | Human Resources & Compensation | Nominating & Corporate Governance | Value Creation | | Quentin Koffey Founder, Managing Partner and Chief Investment Officer of Politan Capital Management | 48 | 2024 | √ | 1 | | | √ | | √ |

  5. Our Director Nominees

    | | | | | | Committee Memberships (effective upon election at Annual Meeting) | | | | | | Name and Principal Occupation | Age | Director Since | Independent | Other Public Boards | Audit | ESG | Human Resources & Compensation | Nominating & Corporate Governance | Value Creation | | Erica J. McLaughlin EVP, CFO and Head of Corporate Strategy at Cabot Corporation | 49 | 2020 | √ | | √ | Chair | | | | | Dr. Martin D. Madaus Senior Operating Executive at the Carlyle Group Inc. | 66 | 2024 | √ | 3 | | | | Chair | √ | | Alan J. Malus Former Corporate Executive Vice President of Thermo Fisher | 66 | 2024 | √ | 1 | | | √ | | √ | | Dr. Tina S. Nova Former President of Veracyte’s CLIA U.S. Business | 72 | 2023 | √ | 1 | | √ | √ | | |

  6. Board of Directors

    Board of Directors The Board of Directors has responsibility for establishing broad corporate policies and reviewing the Company’s 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 shareholders’ best interests while also promoting corporate social responsibility. Management keeps the directors informed of the Company’s activities through regular written reports and presentations at Board and Committee meetings. The Board has adopted Corporate Governance Guidelines that are publicly available on our website at www.azenta.com. The Corporate Governance 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 directors Casal, Cornog, Davis, Doshi, Koffey, Madaus, Malus, McLaughlin, and Nova, 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 7 meetings during the fiscal year ended September 30, 2025. Each current director, other than Mr. Doshi, attended at least 75% of the meetings of the Board of Directors and of applicable committees held while the director was serving during the last fiscal year. In connection with each of the Board’s four regularly scheduled meetings, all attending non-employee members of the Board met in executive session without the Chief Executive Officer being present. The Board of Directors encourages shareholders 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. Shareholders who wish to communicate with members of the Board of Directors may do so by the following means:

  7. Board of Directors

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

  8. Board of Directors

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

  9. Board of Directors

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

  10. Board of Directors

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

  11. Board of Directors

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

  12. Board of Directors

    As a matter of policy, we encourage the directors to attend meetings of shareholders, in person, virtually or by telephone. All the nominees for election as director were directors at the time of the last annual shareholder meeting in January 2025 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 Board of Directors has elected Frank E. Casal to serve as Chair of the Board. The Chair assists the Chief Executive Officer in setting the agenda for meetings of the Board of Directors, presides over executive sessions of the Board and performs such other duties as the Board may assign.

  13. 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 2027 annual meeting of shareholders and thereafter until their successors have been duly chosen and qualified or their earlier death, resignation or removal. The nominees for election at the Annual Meeting are listed on the following pages with brief biographies. All nominees are currently Azenta directors. All of the nominees are willing to serve as directors but, if any of them should decline or be unable to 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.

  14. 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.

  15. Information on Nominees

    | John P. Marotta | Age 46 | (Director since September 2024) President and Chief Executive Officer | | | Committees: Value Creation Other Current Public Boards: None Former Public Boards: Senseonics Holdings, Inc. (NYSEAMERICAN: SENS) Education: BS, Dayton University MBA, University of Denver | Career Highlights: Mr. Marotta joined Azenta Life Sciences in September 2024 as President and CEO. He has two decades of experience leading global companies in life sciences, medical devices, and diagnostics. Prior to joining the company, Mr. Marotta served as Executive in Residence of Patient Square Capital, a leading healthcare investment firm. Previously, he served as CEO and President of PHC Holdings Corp. (TSE: 6523) (formerly Panasonic Health Care), a diversified global life sciences, diagnostics, and medical device company focused on precision healthcare, growing global revenues, and leading its IPO from owners KKR Capital. He also held a variety of senior executive roles in leading life sciences companies, including Danaher (NYSE: DHR), Envista Holdings (NYSE: NVST), and Cardinal Health (NYSE: CAH). Key Expertise Provided to the Board: Mr. Marotta brings executive leadership experience as CEO of Azenta Life Sciences, as well as two decades of experience leading global companies in life sciences, medical devices, and diagnostics. Mr. Marotta has demonstrated consistent achievement in organic revenue growth, operational efficiencies, and significant value-creating transactions throughout his career. | | | Key Skills • Executive Leadership in Life Sciences/Healthcare • Global Business • Investment Management • Growth Strategies and Market Expansion • Operations Experience |

  16. Information on Nominees

    | Frank E. Casal | Age 71 | (Director since November 2021 and Chair since January 2024) Board Chair | | | Committees: Audit (Chair) Nominating and Governance Other Current Public Boards: None Former Public Boards: None Education: BS, Boston University | Career Highlights: Mr. Casal formerly served as Vice Chair of Audit of KPMG, where he spent over forty years of his career. Having led the Audit function consisting of approximately 9,000 professionals at KPMG, he has proven leadership and management experience, offering unique perspective to the Azenta Board’s ongoing efforts to manage talent and human capital. Key Expertise Provided to the Board: Mr. Casal brings best-in-class knowledge of financial reporting, accounting and audit to the Azenta Board, drawing on his experience providing supervisory responsibilities to large, global Fortune 500 companies. Mr. Casal has significant expertise in transforming businesses through mergers and acquisitions, financing transactions and other strategic priorities. | | | Key Skills • Global Business • Financial Management, Accounting and Audit • Risk and Investment Management • Financing transactions • M&A Integration Experience • Experience in highly regulated industries • Talent and Leadership Development |

  17. Information on Nominees

    | William L. Cornog | Age 61 | (Director since November 2024) | | | Committees: Value Creation (Chair) Other Current Public Boards: Brightview Holdings Inc. (NYSE: BV) LiveWire (NYSE: LVWR) Former Public Boards: None Education: BA, Stanford University MBA, Harvard University | Career Highlights: Mr. Cornog is the former head of KKR Capstone, the portfolio operations team of KKR & Co. In addition to leading Capstone, Mr. Cornog chaired KKR’s portfolio management committees for the Americas, Europe, Asia, Infrastructure, Impact & Technology Growth and was a member of the Investment & Distribution and Valuation Committees. Key Expertise Provided to the Board: Mr. Cornog brings extensive experience in financial investment, advisory and monitoring, as well as global portfolio experience. | | | Key Skills • Investment Management • Growth Strategies and Market Expansion • Public Company Director Experience • M&A and Integration Experience • Fundamental Valuation and Corporate Management Analysis • Information Security Experience |

  18. Information on Nominees

    | Robyn C. Davis | Age 64 | (Director since June 2013) | | | Committees: Human Resources and Compensation (Chair) Nominating and Governance Other Current Public Boards: Psychemedics Corporation (NASDAQ: PMD) Former Public Boards: None Education: BA, Tufts University MBA, Harvard University Executive Master Professional Director Certification, American College of Corporate Directors | Career Highlights: Since 2000, Ms. Davis has served as Managing Director of AngelHealthcare Investors, a group comprised of Boston-based health and investment leaders. Ms. Davis manages the investment process and the portfolio of early-stage investments including medical devices, life sciences, information technology and professional services. She served on the boards of several portfolio companies and actively contributed to their fundraising, business model, and successful exit. Key Expertise Provided to the Board: Ms. Davis brings valuable investor-focused perspective to the Azenta Board and its ongoing efforts to maximize shareholder value. Ms. Davis also has strong financial acumen, particularly as it relates to operational matters and extensive experience supporting life sciences companies as they scale and grow, both organically and through mergers and acquisitions, having successfully exited certain portfolio companies and having sat on the Board of CRA Health when it was acquired by Volpara. | | | Key Skills • Executive Leadership in Life Sciences/Healthcare • Risk and Investment Management • Operations Experience • Growth Strategy and Market Expansion • M&A and Integration Experience • Talent and Leadership Development • Public Company Director Experience |

  19. Information on Nominees

    | Quentin G. Koffey | Age 48 | (Director since November 2024) | | | Committees: Human Resources and Compensation Value Creation Other Current Public Boards: Masimo Corporation (NASDAQ: MASI) Former Public Boards: None Education: BA, Yale University JD, Stanford University MBA, Stanford University | Career Highlights: Mr. Koffey is Founder, Managing Partner and CIO of Politan Capital Management. Prior to founding Politan in 2021, Mr. Koffey was a partner at Senator Investment Group LP from 2019 to 2021, a Portfolio Manager for Strategic Investments at The D.E. Shaw Group from 2017 to 2019 and a Portfolio Manager at Elliott Management Corporation from 2010 to 2017. Key Expertise Provided to the Board: Mr. Koffey brings his expertise as a professional investor as Founder, Managing Partner and CIO of Politan Capital Management, as well as his experience enhancing strategy, financial management and governance in the healthcare sector. | | | Key Skills • Risk and Investment Management • Strategy, Financial Management and Governance • Public Company Director and Board Committee Leadership Experience • Capital Allocation • Fundamental Valuation and Corporate Management Analysis |

  20. Information on Nominees

    | Martin Madaus | Age 66 | (Director since January 2024) | | | Committees: Nominating and Governance (Chair) Value Creation Other Current Public Boards: Repligen Corporation (NASDAQ: RGEN) Quanterix Corporation (NASDAQ: QTRX) Hologic, Inc. (NASDAQ: HOLX) Former Public Boards: Standard Biotools Inc. (NASDAQ: LAB) Covidien Ltd. (COV) (Acquired by Medtronic plc) Mettler-Toledo International Inc. (NYSE: MTD) Millipore Corporation (MIL) (Acquired by Merck KGaA) Education: PhD, Veterinary Medicine, Tieraerztliche Hochschule Hannover DVM, Veterinary Medicine, Ludwig-Maximilians Universität München | Career Highlights: Dr. Madaus currently serves as a Senior Operating Executive at the Carlyle Group Inc. (NASDAQ: CG), a global investment firm with $382 billion in assets under management. Dr. Madaus has notable experience in strategy, mergers and acquisitions, and commercial transformations, having served as Chairman, President and CEO of Millipore Corporation, where he led their sale to Merck KGaA (FWB:MRK) for $7.2 billion and also led the $4.2 billion leveraged buyout of Ortho Clinical Diagnostics. Dr. Madaus previously served as Chairman and CEO at Other-Clinical Diagnostics and, prior to that, served as President and CEO, N.A. of Roche Diagnostics Corp, a subsidiary of Roche Holdings AG (SWX: ROG). Key Expertise Provided to the Board: As an experienced public company CEO who has spent his career in diagnostics and life science tools, both as an executive and a board member, Dr. Madaus brings valuable operational insight and industry expertise to the Azenta Board and a proven track record of creating shareholder value in both public and private life science companies. | | | Key Skills • Executive Leadership in Life Sciences/Healthcare • Growth Strategies and Market Expansion • Investment Management • Global Business • Public Company Director Experience • M&A and Integration Experience |

  21. Information on Nominees

    | Alan J. Malus | Age 66 | (Director since November 2024) | | | Committees: Value Creation Other Current Public Boards: None Former Public Boards: PHC Holding Corp. (TSE: 6523) Education: Bachelor’s Degree, University of Michigan MBA, University of Pittsburgh | Career Highlights: Mr. Malus formerly served as Corporate Executive Vice President of Thermo Fisher. Prior, Mr. Malus served as President, Laboratory Products and Services at Thermo Fisher. He has held various leadership positions and senior executive positions in finance, marketing, commercial development, and operations since joining Thermo Fisher in 1998 and currently serves as an Executive Advisor. Previously, Mr. Malus served as an independent director at PHC Holdings Corp., a global healthcare company, headquartered in Japan. Key Expertise Provided to the Board: Mr. Malus brings over 18 years of broad-reaching executive and operating experience in the life sciences and diagnostics industry. Mr. Malus also has global healthcare experience, with experience in enhancing growth strategies and market expansion. | | | Key Skills • Executive Leadership in Life Sciences/Healthcare • Global Business • Experience in Highly Regulated Industries • Growth Strategies and Market Expansion • Operations Experience |

  22. Information on Nominees

    | Erica J. McLaughlin | Age 49 | (Director since April 2020) | | | Committees: Environmental, Social and Governance (Chair) Audit Other Current Public Boards: None Former Public Boards: None Education: BS, Boston College MBA, Boston College | Career Highlights: Ms. McLaughlin currently serves as Executive Vice President, CFO and Head of Corporate Strategy at Cabot Corporation (NYSE: CBT), a publicly traded manufacturer of specialty chemicals and performance materials. Ms. McLaughlin joined Cabot in 2002 and has held a variety of roles within the finance organization and Cabot’s global businesses, most recently as vice president of business operations for the Reinforcement Materials segment and general manager of the tire business. Prior to joining Cabot, Ms. McLaughlin worked for KPMG, LLP in their audit services division. Key Expertise Provided to the Board: Ms. McLaughlin brings international business experience and expertise in financial areas and strategy, with a strong background in accounting and audit. She also has significant experience in mergers, acquisitions and integrations, as well as industrial knowledge of life sciences, having served on Azenta’s Board during its transition from Brooks Automation. Further, her experience as the Inaugural Chairperson of Cabot’s Diversity and Inclusion Steering Committee and as Co-Chair of the Governance pillar at Cabot’s ESG executive management structure, gives her valuable perspective on ESG, DEI and other matters top-of-mind for Azenta’s leadership. | | | Key Skills • Global Business experience • Public company executive experience • Financial Management, Accounting and Audit • Growth Strategy and Market Expansion • ESG/ Sustainability • M&A and Integration Experience • Leadership and Talent development |

  23. Information on Nominees

    | Tina S. Nova | Age 72 | (Director since January 2023) | | | Committees: Environmental, Social and Governance Human Resources and Compensation Other Current Public Boards: Exagen, Inc. (NASDAQ: XGN) Former Public Boards: Veracyte Inc. (NASDAQ: VCYT) Arena Pharmaceuticals Inc. (ARNA) (Acquired by Pfizer, Inc.) Education: BS, The University of California, Irvine PhD, The University of California, Riverside Postdoctoral Research, New York University Medical Center | Career Highlights: Dr. Nova has extensive experience in the creation of start-up companies and the commercialization of products with a focus on molecular diagnostics. Dr. Nova spent 15 years as the co-founder, President and CEO of the publicly traded company, Genoptix Medical Laboratories, from inception to its acquisition by Novartis Pharmaceuticals in 2011. She has worked for, managed, raised capital and co-founded a number of early-stage innovative biotechnology companies in San Diego including Nanogen, Inc., Ligand Pharmaceuticals and Hybritech, Inc. Key Expertise Provided to the Board: Dr. Nova is an industry veteran in life sciences, with experience in building and leading successful life science businesses from conception through IPO, including public-company CEO experience. She has deep insights into commercial operations, sales and marketing efforts and brings significant experience in mergers, acquisitions and integration, having overseen the sale of several companies as both an executive and director. She also provides relevant life sciences executive leadership experience, having held Chief Executive roles at Decipher Biosciences, sold to Veracyte (NASDAQ: VCYT) in 2021, Molecular Stethoscope and Genoptix, which she co-founded and oversaw its $470 million sale to Novartis AG (NYSE: NVS) in 2011. | | | Key Skills • Executive Leadership in Life Sciences/Healthcare • Public company executive experience • Global Business experience • Operational Experience • Growth Strategy and Market Expansion • M&A and Integration Experience |

  24. Information on Nominees

    | Dipal Doshi | Age 50 | (Director since January 2025) | | | Committees: Other Current Public Boards: Entrada Therapeutics (NASDAQ: TRDA) Former Public Boards: None Education: BA, Rutgers University MBA, University of Pennsylvania | Career Highlights: Mr. Doshi is the CEO of Entrada Therapeutics and a Member of its Board of Directors. He previously served as President and CEO from 2017 to 2023. Mr. Doshi has led critical functions in biotechnology and pharmaceutical companies, including roles focused on business development, corporate strategy, new product planning, commercial planning and finance. Prior to joining Entrada, Mr. Doshi was the Chief Business Officer at Amicus Therapeutics, a global biotechnology company focused on rare diseases. He has also held senior-level positions at a healthcare private equity fund and Catalent. Earlier in his career, Mr. Doshi worked in Merrill Lynch’s Investment Banking Group and held several roles at Eli Lilly and Company. Key Expertise Provided to the Board: Mr. Doshi brings significant experience in the biotechnology and pharmaceutical industries. His experience in strategy, operational and commercial growth, and perspective as a current public company CEO will be additive to the Board. | | | Key Skills • Executive Leadership in Life Sciences/Healthcare • Public Company Executive Experience • Growth Strategies and Market Expansion • Operations Experience |

  25. Information on Nominees

    Below is a description of our policy for the compensation of directors that was applicable in fiscal year 2025 beginning with the 2025 Annual Meeting held on January. The following table sets forth the total compensation paid or accrued during the fiscal year 2025 to each of our non-employee directors.

  26. Director Compensation Table

    Director Compensation Table

  27. Fiscal Year 2025

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Total | | Frank E. Casal | $134,375 | $270,390 | $404,765 | | William Cornog(4) | $77,500 | $211,373 | $288,873 | | Robyn C. Davis | $91,814 | $211,373 | $303,187 | | Dipal Doshi | $56,250 | $211,373 | $267,623 | | Quentin Koffey | $78,125 | $211,373 | $289,498 | | Martin Madaus(3)(4) | $83,750 | $211,373 | $295,123 | | Alan Malus(3) | $75,625 | $211,373 | $286,998 | | Erica J. McLaughlin | $90,000 | $211,373 | $301,373 | | Tina Nova | $81,875 | $211,373 | $293,248 |

  28. Strategic Imperatives

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

  29. Key Components of Compensation for Fiscal Year 2025

    Key Components of Compensation for Fiscal Year 2025 Our executive compensation program for fiscal 2025 consists of three components: base pay; annual cash incentive under our ICP program and equity awards under our LTIP, which were a mix of time-based RSUs and performance-based restricted stock units (PSUs). We do not grant stock options or stock appreciation rights to directors, officers, or employees as part of our compensation program. In allocating total direct compensation among these three components, we seek to provide competitive levels of fixed (base pay) and variable compensation through annual and long-term variable incentives, providing opportunity for additional compensation where aggressive but achievable performance objectives are met or exceeded.

  30. Determining Executive Compensation

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

  31. Use of Consultants

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

  32. Use of Consultants

    | • | An evaluation of the design of our incentive plans (ICP and LTIP). |

  33. 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 shareholder value. |

  34. Use of Consultants

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

  35. 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. The criteria we use to select these companies include industry comparability, geography, revenue size and market capitalization, and product/service comparability.

  36. Peer Group

    | Category | Criteria | | | | 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) | | Other Factors | » | Consideration of local life sciences companies, shareholder advisory firm peers, and “peers of peers” | | | Size Similarity | » | Revenue: $300M - $1.3B, approximating a 0.5x - 2.0x range around Azenta revenue | | | | » | Market Capitalization: $500M - $13.1B approximating a 0.2x - 5.0x range around Azenta’s market capitalization | | | Business Profile Similarities | » | 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 | |

  37. Peer Group

    The following chart contains a list of the companies in our fiscal 2025 peer group. There were no changes to the peer group in fiscal year 2025.

  38. Peer Group

    | Peer Group | | 10x Genomics, Inc | | Bio-Techne Corporation | | Certara, Inc. | | Cryoport, Inc. | | Guardant Health, Inc. | | Haemonetics Corporation | | Maravai LifeSciences Holdings Inc. | | Medpace Holdings, Inc.. | | Myriad Genetics, Inc. | | Natera, Inc. | | NeoGenomics, Inc. | | Repligen Corporation | | Sotera Health Company | | Tandem Diabetes Care, Inc. | | Twist Bioscience Corporation |

  39. Fiscal 2025 Executive Compensation Program

    | Fiscal 2025 Element | Fiscal 2025 Outcome | | | Base Salary | • | Ms. Pirogova and Dr. Zhou received market-based salary increases. The new base salary rates became effective January 1, 2025. | | Incentive Cash Compensation (Cash) 2025 | • | Adjusted EBITDA, Corporate Revenue and Business Unit Revenue and Operating Income fell slightly short of targets. Free Cash Flow and Working Capital well exceeded target. Strategic initiatives were met. This resulted in above target awards. | | Long-Term Incentive Plan (2023–2025) Status: Complete Achievement: 0% of target | • | 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 2025. 0% Achievement was due to below threshold performance on all three metrics. | | Long-Term Incentive Plan (2024–2026) Status: Ongoing | • | 3-Year Metric Measures: cumulative Adjusted EBITDA and cumulative Free Cash Flow to be measured following the end of fiscal 2026. | | Long-Term Incentive Plan (2025–2027) Status: Ongoing | • | 3-Year Metric Measures: Relative TSR to defined peer group to be measured following the end of fiscal 2027. |

  40. FISCAL YEAR END BASE PAY

    | (2) Ms. Pirogova and Dr. Zhou received salary adjustments in recognition of their contributions and to maintain their market competitive positioning. Base salary adjustments were as of January 1, 2025. |

  41. Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP)

    Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP) In 2025, to better align with the life sciences industry, the HRC Committee introduced a simplified short-term Incentive Compensation Plan (ICP) for all executives, with 60% tied to the company’s financial performance and 40% linked to the performance of strategic objectives. The diagram below illustrates the 2025 annual incentive opportunities the HRC implemented for the CEO and other NEOs. In October 2024, the HRC Committee, with management, reviewed the Company’s strategic objectives and Annual Operating Plan, or AOP, to determine the critical strategic and financial metrics and goals they believe would drive shareholder value when achieved. For fiscal 2025, the HRC Committee chose financial metrics that were once again consistent with our strategic focus. Financial metrics include Core Revenue, Adjusted EBITDA, and Free Cash Flow. Business Unit specific metrics for the SVP, President GENEWIZ include Revenue, Operating Profit and Working Capital which continue to align with our strategy of accelerating profitable growth as a life sciences company. We eliminated the Environmental, Social and Governance (ESG) Scorecard as a metric in the short-term incentive plan as part of the transition to the simplified ICP, recognizing that relevant ESG-related metrics could form a part of an individual’s strategic objectives where appropriate. Strategic Objectives for fiscal year 2025 for the executives fall into the following categories: Growth, Operating Margin Expansion/Working Capital/Lean, Quality/Delivery, Talent & Engagement, Compliance & Risk. The HRC Committee set specific measurable criteria for evaluation among the Strategic Objectives for each named executive officer. In reviewing the metrics and goals, the following objectives guided the HRC Committee:

  42. Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP)

    | • | Aligning the shorter-term strategic and financial objectives of our annual ICP incentives and the longer-term strategic objectives of our LTIP with key value drivers and shareholder value creation |

  43. Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP)

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

  44. Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP)

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

  45. Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP)

    | • | Defining appropriate ranges of financial long-term performance to equitably reward performance below and above our challenging targets for our business during fiscal 2025 |

  46. Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP)

    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 2025 incentive compensation performance goals were of appropriate rigor reflecting:

  47. Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP)

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

  48. Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP)

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

  49. Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP)

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

  50. Annual Cash Incentive for Fiscal 2025 – Incentive Compensation Plan (ICP)

    | • | Historical payouts that have fluctuated below and above targets demonstrating a history of sufficiently challenging goals |

  51. Fiscal 2025 ICP Financial Performance Goals

    Fiscal 2025 ICP Financial Performance Goals The goals for the fiscal 2025 ICP were determined by referencing financial targets in our AOP, which anticipated profitable growth, and excluded the impact of any acquisition activity that occurred during the 2025 fiscal year. The B Medical business was excluded from all goals because of its reclassification to discontinued operations as part of Azenta’s strategy to streamline operations and focus on core business areas. For fiscal year 2025, Adjusted EPS was replaced by Adjusted EBITDA as it was deemed a better measure of profitability. In support of the Company’s focus on strong cash management, free cash flow was introduced as part of the ICP for fiscal 2025. Financial metrics within the plan support the company’s objectives of profitable growth and a strong balance sheet. Core Revenue

  52. Fiscal 2025 ICP Financial Performance Goals

    | • | Challenging revenue goal set exceeding fiscal 2024 actual results by 4%, measuring our growth performance and execution across all businesses |

  53. Fiscal 2025 ICP Financial Performance Goals

    | • | Weighted at 35% of Target |

  54. Fiscal 2025 ICP Financial Performance Goals

    | • | Revenue was at 85.8% performance resulting in a weighted goal achievement of 30% of target |

  55. Fiscal 2025 ICP Financial Performance Goals

    Adjusted EBITDA

  56. Fiscal 2025 ICP Financial Performance Goals

    | • | Challenging Adjusted EBITDA goal set exceeding fiscal year 2024 actual results by 42%, measuring our performance in delivering profitable growth |

  57. Fiscal 2025 ICP Financial Performance Goals

    | • | Weighted at 45% of Target |

  58. Fiscal 2025 ICP Financial Performance Goals

    | • | Adjusted EBITDA was at 94.1% performance resulting in a weighted goal award achievement of 42.4% |

  59. Fiscal 2025 ICP Financial Performance Goals

    Free Cash Flow

  60. Fiscal 2025 ICP Financial Performance Goals

    | • | Challenging Free Cash Flow target set exceeding fiscal year 2024 by 27%, a new metric for fiscal year 2025, measuring our performance in maintaining a healthy balance sheet and strong working capital management. |

  61. Fiscal 2025 ICP Financial Performance Goals

    | • | Weighted at 20% of Target |

  62. Fiscal 2025 ICP Financial Performance Goals

    | • | Free Cash Flow was at 200% performance, resulting in a weighted goal award achievement of 40% |

  63. Fiscal 2025 ICP Financial Performance Goals

    Core Revenue came in below target despite strong performance by the Multiomics, which grew 6% driven by Next Generation Sequencing. Adjusted EBITDA performance came in slightly below plan target. Enhanced execution and business simplification through the Azenta Business System drove meaningful improvements in quality, delivery, and productivity. Free Cash Flow far exceeded target as a result of improved margin expansion, reduced capital expenditures, working capital improvements and streamlined operations.

  64. Fiscal 2025 Corporate Financial ICP Results

    | (2) In FY2025, the Committee increased the payout at threshold performance from 25% to 50% of target to align with market practice and enhance competitiveness, while maintaining challenging performance goals. |

  65. Fiscal 2025 ICP Strategic Objectives Performance Goals

    Fiscal 2025 ICP Strategic Objectives Performance Goals The HRC Committee, in collaboration with management, established strategic objectives for the CEO and other NEOs for fiscal year 2025. These objectives encompass a balanced mix of quantitative and qualitative measures, including financial and non-financial metrics, to ensure alignment with the Company’s long-term priorities and shareholder value creation. The table below outlines the areas of focus for the CEO and the other NEOs.

  66. Fiscal 2025 ICP Strategic Objectives Performance Goals

    | Executive Officer(1) | 2025 Strategic Objectives | | | | | | | Growth | Op Margin Expansion / Working Capital/ Lean | Quality/ Delivery | Talent & Engagement | Compliance & Risk | | John Marotta President and Chief Executive Officer | | | | | | | Lawrence Lin EVP, Chief Financial Officer | | | | | | | Ephraim Starr SVP, General Counsel | | | | | | | Olga Pirogova SVP, Chief Human Resources Officer | | | | | | | Ginger Zhou, SVP, President GENEWIZ | | | | | |

  67. Fiscal 2025 ICP Strategic Objectives Performance Goals

    | (1) Jason Joseph received an ICP payment as part of his transition agreement with 2025 strategic objectives assumed at 100% achievement. |

  68. Fiscal 2025 ICP Strategic Objectives Performance Goals

    At the conclusion of fiscal year 2025, the HRC Committee, in consultation with management, reviewed the progress against these objectives set at the beginning of the year and determined that the CEO and all other NEOs will receive a Personal Payout Percentage of 100% based on the progress achieved. Listed below are our CEO’s and our other NEOs’ earned cash payments based on the achievement of the financial and strategic metrics as weighted.

  69. Fiscal 2025 ICP Strategic Objectives Performance Goals

    | Name | ICP Full Year Target | | 60% Financial Performance | | 40% Strategic Objectives | | Total ICP Payout | | | | Target as % of FY Base Pay | FY25 Full Target Award $ | Financial Performance % | Financial Performance Payment $ | Strategic Objectives % | Strategic Objective Performance Payment $ | Payment as % of Target | Cash Payment $ | | John Marotta | 110% | $990,000 | 112.4% | $667,656 | 100% | $396,000 | 107.4% | $1,063,656 | | Herman Cueto(1) | — | — | — | — | — | — | — | — | | Lawrence Lin(2) | 80% | $370,523 | 112.4% | $249,881 | 100% | $148,209 | 107.4% | $398,090 | | Ephraim Starr(2) | 70% | $133,754 | 112.4% | $90,204 | 100% | $53,502 | 107.4% | $143,705 | | Jason W. Joseph(3) | 65% | $299,000 | 112.4% | $201,646 | 100% | $119,600 | 107.4% | $321,246 | | Olga Pirogova | 60% | $235,015 | 112.4% | $158,494 | 100% | $94,006 | 107.4% | $252,501 | | Ginger Zhou(4) | 60% | $246,074 | 110.4% | $162,999 | 100% | $98,430 | 106.2% | $261,429 |

  70. Fiscal 2025 ICP Strategic Objectives Performance Goals

    | (1) Mr. Cueto’s employment with the Company terminated on December 1, 2024 and he was not eligible to receive an ICP payment for fiscal year 2025 |

  71. Fiscal 2025 ICP Strategic Objectives Performance Goals

    | (2) Mr. Lin and Mr. Starr joined Azenta during fiscal year 2025 and therefore received a pro-rated ICP payout. |

  72. Fiscal 2025 ICP Strategic Objectives Performance Goals

    | (3) Mr. Joseph terminated as an employee on June 30, 2025 but received his full fiscal year 2025 ICP payout as part of his transition agreement. |

  73. Fiscal 2025 ICP Strategic Objectives Performance Goals

    | (4) Dr. Zhou financial performance was measured 50% on Corporate financial results and 50% on specific business unit revenue, operating income and working capital performance under the fiscal 2025 ICP. |

  74. 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 fostering motivation and retention. 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 included:

  75. Long-Term Incentives

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

  76. Long-Term Incentives

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

  77. 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 |

  78. Long-Term Incentives

    | • | Determination of incentive metrics and design for upcoming LTIP awards, which in fiscal 2025 included consideration of the metrics used in the short-term ICP. |

  79. Fiscal Year 2025-2027 Long-Term Incentive Plan (LTIP) – Introduction of Relative TSR as a Metric

    Fiscal Year 2025-2027 Long-Term Incentive Plan (LTIP) – Introduction of Relative TSR as a Metric For Fiscal 2025, the HRC Committee, working closely with management, made a strategic decision to strengthen alignment with shareholder interests by adopting Relative Total Shareholder Return (rTSR) as the sole performance metric for Performance Share Units (PSUs). The payout structure decided upon by the Committee reflects market practice: no payout for performance below 25th percentile; 50% payout at 25th percentile, 100% payout at median performance; and a maximum of 200% for performance at or above the 75th percentile. The Committee believes these levels appropriately reflect the degree of challenge associated with achieving higher performance. The rTSR comparison group is comprised of 22 companies including our established compensation peers and other life sciences companies with similar market capitalization (~ 0.2x to 3.0x) and revenue (~ 0.3x to 2.0x), and with a strong TSR correlation to Azenta. The Committee reviewed the change in the PSU metrics with the Board, and together they concluded that incorporating rTSR into the long-term incentive plan, along with short-term metrics in the Incentive Compensation Plan including revenue, adjusted EBITDA, and free cash flow, provides a balanced approach that aligns with our business strategy and reinforces our commitment to delivering sustainable shareholder value over both the short and long term.

  80. Fiscal Years 2025-2027 LTIP Relative TSR peers

    Fiscal Years 2025-2027 LTIP Relative TSR peers

  81. Fiscal Years 2025-2027 LTIP Relative TSR peers

    | Peer Company | | 10x Genomics, Inc* | | Bio-Techne Corporation* | | Certara, Inc.* | | Cryoport, Inc.* | | Cytek Biosciences, Inc. | | DiaSorin S.p.A. | | Evotec SE | | Fulgent Genetics, Inc. | | Guardant Health, Inc.* | | Haemonetics Corporation* | | Maravai LifeSciences Holdings Inc.* | | Medpace Holdings, Inc.* | | MesaLabs, Inc. | | Myriad Genetics, Inc.* | | Natera, Inc.* | | Neogen Corporation | | NeoGenomics, Inc.* | | Repligen Corporation* | | Sotera Health Company* | | Tandem Diabetes Care, Inc.* | | Twist Bioscience Corporation* | | Veracyte, Inc. |

  82. Fiscal Years 2025-2027 LTIP Relative TSR peers

    | * In the Azenta Compensation Peer Group |

  83. Fiscal Years 2025-2027 LTIP Relative TSR peers

    Each of our NEOs received grants of both time-based and performance-based RSUs (PSUs) in fiscal 2025. The HRC Committee also made the decision, together with the Board, to adjust the LTIP mix to 50% PSUs and 50% time-based RSUs to better align with life sciences peers and prevailing market practice. PSUs are evaluated based at the end of each three-year LTIP period.

  84. Grant Process

    Grant Process The value of each year’s LTIP equity grant for the CEO and our other NEOs 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 shareholder value, the executive’s prior contributions and performance and the outstanding equity grants held by the executive. For our CEO, this translates into a projected equity value to target cash compensation ratio generally ranging from 3.0 to 4.0 and for our other executive officers, a range between 1.0 and 2.2 of total cash compensation. A combination of performance and time-based RSUs are used as part of our LTIP. PSUs are intended to focus and align management leadership on increasing share value, while time-based RSUs help promote retention of key leadership talent. LTIP equity grants are communicated as a dollar value and then converted to shares based on the 20-day average closing price prior to and including the grant date. Mr. Marotta joined Azenta on September 9, 2024, and received his first full-year of LTIP award as part of the fiscal year 2025 process. In determining his LTIP amount, the HRC focused on aligning his compensation with our life sciences compensation peers. Over the past few years, Azenta has been evolving its executive leadership pay mix to more closely reflect the life sciences industry. The following table shows grant date values for the fiscal 2025 LTIPs awarded. Grants consist of a mix of 50% RSUs and 50% PSUs.

  85. Fiscal Year 2025 LTIP Granted

    Fiscal Year 2025 LTIP Granted

  86. Fiscal Year 2025 LTIP Granted

    | Executive | LTIP Award Value ($000s)(1) | # Shares Granted | | John Marotta | $7,250 | 167,244 | | Lawrence Lin(2) | $2,248 | 51,858 | | Herman Cueto(3) | — | — | | Ephraim Starr(4) | $2,000 | 75,558 | | Jason W. Joseph | $1,200 | 27,682 | | Olga Pirogova | $900 | 21,662 | | Ginger Zhou | $750 | 17,302 |

  87. Fiscal Year 2025 LTIP Granted

    | (1) FY25 LTIP awards were granted on November 15, 2024, unless otherwise noted in the table and were converted to shares based on the 20-day average closing price prior to and including the grant date of $43.35. Values shown in the table above are the number of shares granted multiplied by the 20 day average closing price. |

  88. Fiscal Year 2025 LTIP Granted

    | (2) Mr. Lin joined Azenta on November 13, 2024, and received his fiscal year 2025 grant of $1,998,000 and a sign-on RSU grant of $250,000 on December 5, 2024. |

  89. Fiscal Year 2025 LTIP Granted

    | (3) Mr. Cueto did not receive a FY25 LTIP due to his termination of employment on December 1, 2024. |

  90. Fiscal Year 2025 LTIP Granted

    | (4) Mr. Starr joined Azenta on May 15, 2025, and received his fiscal year 2025 grant on May 15, 2025. |

  91. LTIP Design Overview

    LTIP Design Overview Below summarizes the Fiscal Year 2023-2025, 2024-2026 and 2025-2027 LTIP Design. 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.

  92. Fiscal Year 2023-2025 LTIP Financial Achievement (Completed on September 30, 2025)

    Fiscal Year 2023-2025 LTIP Financial Achievement (Completed on September 30, 2025) The fiscal 2023-2025 three-year LTIP metrics were cumulative Adjusted EBITDA, cumulative Free Cash Flow, and a three-year average of our ROIC, all equally weighted. Measurement of the three-year period results was completed as of September 30, 2025, resulting in all three financial metrics falling below the threshold and 0% of target earned.

  93. Fiscal Year 2023-2025 LTIP Financial Achievement (Completed on September 30, 2025)

    | Financial Objective(1) | Weighting | Measurement Time Frame | Metrics | Threshold 25% of Award | Target 100% of Award | Maximum 200% of Award | Results | Weighted % of Target Earned | | ROIC(2) | 33.3% | 3 Years | 3–year–average ROIC | 0.5% | 1.5% | 2.5% | (6.9%) | 0% | | Free Cash Flow(3) | 33.3% | 3 Years | Cumulative Free Cash Flow | $67M | $95M | $125M | $41M | 0% | | Adjusted EBITDA(4) | 33.3% | 3 Years | Adjusted EBITDA | $270M | $376M | $494M | $146M | 0% | | Total | 100.0% | | | | | | | 0% |

  94. Fiscal Year 2023-2025 LTIP Financial Achievement (Completed on September 30, 2025)

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

  95. Fiscal Year 2023-2025 LTIP Financial Achievement (Completed on September 30, 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. |

  96. Fiscal Year 2023-2025 LTIP Financial Achievement (Completed on September 30, 2025)

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

  97. Fiscal Year 2023-2025 LTIP Financial Achievement (Completed on September 30, 2025)

    | (4) Adjusted EBITDA: Non-GAAP earnings before interest, taxes, depreciation, and amortization. Net Income that adds back interest expenses, taxes, and depreciation charges, plus other adjustments. See Appendix A for the calculation of Adjusted EBITDA and for a reconciliation of this non-GAAP measure to the most directly comparable GAAP financial measure. |

  98. Fiscal Year 2024-2026 LTIP Financial Metrics

    Fiscal Year 2024-2026 LTIP Financial Metrics For the fiscal year 2024 LTIP awards covering the three year period of fiscal years 2024-2026, Free Cash Flow and Adjusted EBITDA were again used as metrics for the PSU. However, ROIC was removed as a metric to heighten the focus on the remaining two metrics.

  99. Fiscal Year 2024-2026 LTIP Financial Metrics

    | Strategic Objective(1) | Weighting | Measurement Time Frame | Metrics | Threshold 25% of Award | Target 100% of Award | Maximum 200% of Award | | Free Cash Flow(2) | 50% | 3 Years | Cumulative Free Cash Flow | * | * | * | | Adjusted EBITDA(3) | 50% | 3 Years | Adjusted EBITDA | * | * | * |

  100. Fiscal Year 2024-2026 LTIP Financial Metrics

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

  101. Fiscal Year 2024-2026 LTIP Financial Metrics

    | (2) Free Cash Flow: Cumulative operating cash flow less capital expenditures. |

  102. Fiscal Year 2024-2026 LTIP Financial Metrics

    | (3) Adjusted EBITDA: Non-GAAP earnings before interest, taxes, depreciation, and amortization. Net Income that adds back interest expenses, taxes, and depreciation charges, plus other adjustments. See Appendix A for the calculation of Adjusted EBITDA and for a reconciliation of this non-GAAP measure to the most directly comparable GAAP financial measure. |

  103. Fiscal Year 2024-2026 LTIP Financial Metrics

    | * 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. |

  104. Fiscal Year 2025-2027 LTIP Financial Metrics

    Fiscal Year 2025-2027 LTIP Financial Metrics

  105. Fiscal Year 2025-2027 LTIP Financial Metrics

    | Strategic Objective(1) | Weighting | Measurement Time Frame | Metrics | Threshold 50% of Award | Target(4) 100% of Award | Maximum 200% of Award | | Relative TSR (rTSR) | 100% | 3 Years | Cumulative TSR Compared to Peer Group(2)(3) | 25th Percentile | 50th Percentile | >=75th Percentile |

  106. Fiscal Year 2025-2027 LTIP Financial Metrics

    | (1) TSR is determined by taking ((Ending Stock Price – Beginning Stock Price) + Dividends)/Beginning Stock Price. Ending Stock price is defined by taking the 20-day average closing price up to and including the last day of the performance period, September 30, 2027. Beginning Stock price is defined by taking the 20-day average closing price up to and including the first day of the performance period, October 1, 2024. rTSR ranks Azenta’s three-year TSR performance against the defined Peer Group. Dividends are included based on the ex-dividend date on a reinvested basis. For non-US companies, TSR will be calculated in local currency. |

  107. Fiscal Year 2025-2027 LTIP Financial Metrics

    | (2) Peer Group includes the following companies: 10x Genomics, Inc., Bio-Techne Corporation, Certara, Inc., Cryoport, Inc., Cytek, Diasorin, Evotec, Fulgent, Guardant Health, Inc., Haemonetics Corporation, Maravai LifeSciences Holdings Inc., Medpace Holdings, Inc., MesaLabs, Myriad Genetics, Natera, Inc., NeoGenomics, Inc., Neogen Corporation, Repligen Corporation, Sotera Health Company, Tandem Diabetes Care, Inc., Twist Bioscience Corporation and Veracyte. |

  108. Fiscal Year 2025-2027 LTIP Financial Metrics

    | (3) To be included in the TSR calculation, a company must be in the peer group at the beginning and end of the period. If a peer group company dissolves or goes bankrupt, it will be placed at the bottom of the TSR ranking. If a company is acquired during the performance period, it will be excluded from the ranking. |

  109. Fiscal Year 2025-2027 LTIP Financial Metrics

    | (4) If Azenta’s TSR for the three-year period is negative, the maximum performance award is capped at Target (100%). |

  110. Employment Agreements

    Employment Agreements

  111. John Marotta (CEO)

    John Marotta (CEO) Mr. Marotta entered into an employment agreement with the Company on September 9, 2024, which stipulates the terms and conditions of his employment with the Company and his specified annual base salary, and the target variable compensation award based on performance. The agreement provides severance of one year’s base salary, pro-rata annual incentive in the year of termination, and continued coverage under the Company’s health and welfare benefit plans (up to 18 months) if his employment is terminated by us without “cause” or if he resigns for “good reason.” He is also eligible to receive up to an additional 12 months’ severance and benefits if he remains unemployed following the initial twelve months of payment. More information can be found under the section “Compensation Tables for Named Executive Officers - Post-Employment Benefits”.

  112. Lawrence Lin (CFO)

    Lawrence Lin (CFO) On November 12, 2024, the Company appointed Lawrence Lin as its CFO to replace Mr. Cueto. Pursuant to his offer letter dated November 11, 2024, between Mr. Lin and the Company, which stipulates the terms and conditions of his employment with the Company and his specified annual base salary, and the target variable compensation award based on performance. The agreement provides severance of one year’s base salary in the year of termination, continued coverage under the Company’s health and welfare benefit plans (up to 12 months) and the portion of his $250,000 new hire grant (“Make-Whole Award”) scheduled to vest within the 12-month period immediately following such termination date, shall immediately become fully vested if his employment is terminated by us without “cause” or if he resigns for “good reason.” More information can be found under the section “Compensation Tables for Named Executive Officers - Post-Employment Benefits”.

  113. Ephraim Starr (General Counsel)

    Ephraim Starr (General Counsel) On May 15, 2025, the Company appointed Ephraim Starr to replace Mr. Joseph. Pursuant to his offer letter dated as of April 16, 2025, between Mr. Starr and the Company, which stipulates the terms and conditions of his employment with the Company and his specified annual base salary, and the target variable compensation award based on performance. The agreement provides severance of one year’s base salary in the year of termination, and continued coverage under the Company’s health and welfare benefit plans (up to 12 months) if his employment is terminated by us without “cause” or if he resigns for “good reason.” More information can be found under the section “Compensation Tables for Named Executive Officers - Post-Employment Benefits”.

  114. Jason Joseph (former General Counsel)

    Jason Joseph (former General Counsel) On May 15, 2025, Mr. Joseph, Azenta’s former SVP, General Counsel and Secretary, entered into a transition and separation agreement with Azenta. Mr. Joseph stepped down from his role as SVP, General Counsel and Corporate Secretary on May 15, 2025. He remained an employee in an Advisor role through June 30, 2025, receiving his then current base salary, continuing participation in the Company’s health and welfare benefit plans, and his outstanding equity awards continued to vest and remained exercisable in accordance with their terms. Consistent with the terms of his award agreement, it was also agreed that upon his termination as an employee, he would vest immediately in his retention grant of 10,856 shares issued on August 8, 2024. Mr. Joseph did not receive any severance as part of his transition and separation agreement. Upon his termination from the company on June 30, 2025, Mr. Joseph entered into a five-month consultancy arrangement (July 1, 2025 – November 30, 2025) to provide advisory and transition support to the CEO and the new SVP, General Counsel and Secretary. Under this arrangement, Mr. Joseph received $192,000, paid in five equal monthly installments of $38,400, through November 30, 2025, and his equity awards continued to vest and remain exercisable in accordance with their respective terms. He also remained eligible to receive his full year FY25 ICP based on company performance and assumed 100% achievement on strategic objectives. This ICP will be paid at the same time as other executives.

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

    Change-In-Control and Non-Compete Agreements As of December 1, 2025, we 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 September 2024, Mr. Marotta received an employment agreement that includes double-trigger change in control provisions to provide severance of two times his annual salary, plus target bonus and benefits arrangements. The arrangement with Mr. Marotta includes:

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

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

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

    | • | Annual target bonus pro-rated for the number of days employed by the Company during the fiscal year |

  118. 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 |

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

    Mr. Lin and Mr. Starr’s offer letters include double-trigger change in control provisions to provide severance of one year’s current annual salary plus pro-rated bonus for the year in which the termination occurs and benefits arrangements. As of December 1, 2025, their arrangements include:

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

    | • | Cash severance, payable in a lump sum, equal to annual current base salary |

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

    | • | Annual target bonus pro-rated for the fiscal year in which the termination occurs |

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

    | • | One year continued coverage of the Company’s portion of the premium for coverage under the Company’s health & welfare plans |

  123. 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 NEOs, 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 components of our compensation program 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 shareholder 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 officers, including Mr. Marotta, 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.

  124. 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:

  125. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary | Bonus(4) | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | John Marotta | 2025 | $900,000 | | $8,386,297 | $1,063,656 | $21,462 | $10,371,414 | | President and Chief Executive Officer | 2024 | $34,615 | | $604,196 | | | $638,811 | | | 2023 | | | | | | | | Lawrence Lin | 2025 | $463,154 | $250,000 | $2,784,716 | $398,090 | $13,792 | $3,909,752 | | Executive Vice President and and Chief Executive Officer | 2024 | | | | | | | | | 2023 | | | | | | | | Herman Cueto | 2025 | $100,000 | $240,000 | | | $430,000 | $770,000 | | Former Executive Vice President and Chief Financial Officer(5) | 2024 | $490,000 | $500,000 | $2,375,108 | $186,200 | $14,700 | $3,566,008 | | | 2023 | | | | | | | | Ephraim Starr | 2025 | $191,077 | | $2,142,271 | $143,705 | $5,187 | $2,482,240 | | Senior Vice President, General Counsel/Corporate Secretary | 2024 | | | | | | | | | 2023 | | | | | | | | Jason W. Joseph | 2025 | $355,615 | | $1,388,088 | $321,246 | $205,753 | $2,270,703 | | Former Senior Vice President, General Counsel/Corporate Secretary | 2024 | $454,615 | | $1,800,060 | $140,363 | $13,105 | $2,408,144 | | | 2023 | $431,923 | | $900,043 | $98,543 | $13,661 | $1,444,170 | | Olga Pirogova | 2025 | $391,692 | | $1,041,091 | $252,501 | $16,501 | $1,701,786 | | Senior Vice President and Chief Human Resources Officer | 2024 | $370,000 | | $1,050,049 | $105,450 | $15,583 | $1,541,082 | | | 2023 | $25,615 | | | | | $25,615 | | Ginger Zhou | 2025 | $410,123 | | $867,593 | $261,429 | $9,228 | $1,548,373 | | Senior Vice President, President GENEWIZ | 2024 | $386,539 | | $1,050,049 | $123,383 | $13,964 | $1,573,935 | | | 2023 | $323,077 | | $450,051 | $70,875 | $5,015 | $849,019 |

  126. Summary Compensation Table

    | (1) In November 2024, the Company issued both time-based and performance-based restricted stock units under our Fiscal Year 2025 – 2027 Long-Term Incentive Plan to each of the named executive officers, other than Mr. Starr, who joined the Company on May 15, 2025 and received his grant at that time. The value of the awards is based on the fair value as of the grant date calculated in accordance with FASB ASC Topic 718. Fifty percent of the shares issued are performance-based tied to Relative TSR and are valued using a Monte-Carlo model. The grant date fair value of the performance-based RSUs assuming the maximum potential value is achieved is $9,830,295 for Mr. Marotta; $2,976,262 for Mr. Lin; $2,266,387 for Mr. Starr; $1,627,097 for Mr. Joseph; $1,220,352 for Ms. Pirogova and $1,016,0980 for Dr. Zhou. In addition to the fiscal year 2025 award, as part of his new hire offer package, Mr. Lin received $259,560 in time-based RSUs. In addition to the fiscal year 2024 award, Mr. Cueto received $500,000 in time-based RSUs as part of his new hire offer package. Messrs., Cueto, and Joseph, Ms. Pirogova and Dr. Zhou each received a retention grant of time-based RSUs in light of the prior CEO’s retirement announcement. |

  127. Summary Compensation Table

    | (2) Amounts consist of cash incentive compensation earned for services rendered in the relevant fiscal year under the Company’s Incentive Compensation Plan (ICP). Mr. Joseph received a full year ICP payment based on company performance and 100% individual performance score as part of his separation agreement. |

  128. 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. Zhou, Messrs. Marotta, Lin, and Starr, and Ms. Pirogova and includes $13,752 paid or accrued by the Company in matching contributions under the Company’s qualified 401(k) plan on behalf of Mr. Joseph and $192,000 in consulting fees paid to Mr. Joseph after his transition to a consultant role on May 15, 2025. Included for Mr. Cueto is $300,000 he received as part of his separation agreement and $130,000 in consulting fees paid as part of his consulting arrangement. |

  129. Summary Compensation Table

    | (4) Represents a sign-on bonus of $240,000 paid to Mr. Cueto and $250,000 paid to Mr. Lin as part of their new hire offer package. Mr. Cueto also received a $500,000 sign-on bonus payment in 2024. |

  130. Summary Compensation Table

    | (5) Mr. Cueto was employed by the Company as Executive Vice President and Chief Financial Officer until November 27, 2024, and his employment was terminated not for “cause” on December 1, 2024. |

  131. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  132. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table

  133. Stock Vested Table

    Stock Vested Table

  134. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  135. 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.

  136. Post-Employment Benefits

    | Name(1) | Event | Salary & Other Cash Payment | Health & Welfare Contribution | Vesting of Stock Awards | Total | | John Marotta | Termination Without Cause or for Good Reason | $900,000(2) | $22,772(2) | $0 | $922,772 | | | Change of Control with Termination | $3,780,000(3) | $45,545(3) | $5,147,916(7) | $8,973,461 | | Lawrence Lin | Termination Without Cause or for Good Reason | $540,000(4) | $22,772(4) | $82,828(6) | $645,601 | | | Change of Control with Termination | $540,000(5) | $22,772(5) | $1,472,130(7) | $2,034,902 | | Ephraim Starr | Termination Without Cause or for Good Reason | $540,000(4) | $22,772(4) | $0 | $562,772 | | | Change of Control with Termination | $540,000(5) | $22,772(5) | $2,170,026(7) | $2,732,798 | | Olga Pirogova | Termination Without Cause or for Good Reason | $0 | $0 | $90,928(8) | $90,928 | | | Change of Control with Termination | $0 | $0 | $1,024,931(7) | $1,024,931 | | Ginger Zhou | Termination Without Cause or for Good Reason | $0 | $0 | $90,928(8) | $90,928 | | | Change of Control with Termination | $0 | $0 | $1,106,352(7) | $1,106,352 |

  137. 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, John Marotta, 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 2025 annual total compensation of our median employee as of September 30, 2025 was $57,992 and Mr. Marotta’s annual total compensation for 2025 was $10,371,415, both which were calculated in accordance with Item 402(c) of Regulation S-K. The ratio of these amounts was 178.8:1. The Company selected September 30, 2025, 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 2,900 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 this component of our compensation program 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 fiscal 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.”

  138. CEO PAY RATIO

    | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Fiscal Year | SCT Total for Former PEO(1) | CAP total for Former PEO(2) | SCT Total for PEO(3) | CAP total for PEO(4) | Average SCT Total for Non- PEO NEOs(5) | Average CAP to Non-PEO NEOs(6) | Azenta TSR(7) | Company Peer Group(8) | GAAP Net Income (in millions)(9) | Revenue (in millions)(10) | | 2025 | — | — | $10,371,414 | $6,820,788 | $2,060,142 | $1,246,486 | $62 | $102 | -$53.6 | $594.0 | | 2024 | $6,124,419 | $1,732,864 | $638,811 | $668,792 | $1,908,906 | $1,745,367 | $105 | $132 | -$164.2 | $656.0 | | 2023 | $5,554,462 | $5,753,017 | | | $1,587,464 | $1,664,874 | $109 | $109 | -$12.9 | $665.0 | | 2022 | $4,668,377 | -$8,289,063 | | | $2,357,741 | -$184,501 | $93 | $110 | -$11.3 | $552.0 | | 2021* | $5,290,656 | $21,015,659 | | | $1,897,530 | $6,261,160 | $222 | $143 | $111.9 | $1,178 |

  139. CEO PAY RATIO

    | * Financials for fiscal year 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. |

  140. CEO PAY RATIO

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

  141. 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 fiscal year to determine the CAP: |

  142. CEO PAY RATIO

    | Fiscal Year | Reported SCT Total for Former PEO | Reported Value of Equity Awards Granted in the Year(a) | Equity Awards Adjustments(b) | Compensation Actual Paid to Former PEO | | 2024 | $6,124,419 | $4,900,004 | $508,449 | $1,732,864 | | 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 |

  143. 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. |

  144. CEO PAY RATIO

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

  145. CEO PAY RATIO

    | Fiscal 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 | | 2024 | $724,856 | -$165,793 | -$50,614 | $508,449 | | 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 |

  146. CEO PAY RATIO

    | (3) Amounts shown are the amounts of total compensation reported for Mr. Marotta, our CEO, for each corresponding fiscal year in the Total column of the Summary Compensation Table (SCT). |

  147. CEO PAY RATIO

    | (4) Amounts represent the amount of CAP to Mr. Marotta, as calculated in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Marotta’s total compensation for each fiscal year to determine the CAP: |

  148. CEO PAY RATIO

    | Fiscal 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 | | 2025 | $10,371,414 | $8,386,297 | $4,835,670 | $6,820,788 | | 2024 | $638,811 | $604,196 | $634,176 | $668,792 |

  149. 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. |

  150. CEO PAY RATIO

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

  151. CEO PAY RATIO

    | Fiscal 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 | | 2025 | $5,093,844 | -$236,660 | -$21,515 | $4,835,670 | | 2024 | $634,176 | $0 | $0 | $634,176 |

  152. CEO PAY RATIO

    | (5) Amounts reported in this column represent the average of the amounts reported in for the Company’s NEOs, excluding Dr. Schwartz and Mr. Marotta. Messrs. Lin, Cueto, Starr, Joseph, Ms. Pirogova and Dr. Zhou are the Non-PEO NEOs in fiscal year 2025. Messrs. Cueto, Joseph, Robertson and Wang and Dr. Zhou are the Non-PEO NEOs in fiscal year 2024. Messrs. Robertson, Joseph and Vacha and Dr. Gray are the Non-PEO NEOs in fiscal year 2023. Messrs. Robertson and Joseph, Dr. McManus and Ms. Sriram are the Non-PEO NEOs in fiscal year 2022. Messrs. Robertson, Jarzynka and Vacha, and Dr. Liao are the Non-PEO NEOs in fiscal year 2021. |

  153. CEO PAY RATIO

    | (6) The amounts reported in this column represent the average amount of CAP to the Non-PEO NEOs (excluding Dr. Schwartz and Mr. Marotta), 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 fiscal year to determine the CAP: |

  154. CEO PAY RATIO

    | Fiscal 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 | | 2025 | $2,060,142 | $1,370,627 | $556,970 | $1,246,486 | | 2024 | $1,908,906 | $1,255,053 | $1,091,514 | $1,745,367 | | 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 |

  155. 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. Mr. Robertson is included in the averages for fiscal year 2024 and he did not receive an equity award in fiscal year 2024. |

  156. CEO PAY RATIO

    | (b) The equity award adjustments are calculated in accordance with the SEC rules as shown in the table below. Mr. Cueto is included in the averages for fiscal year 2025 and he did not receive an equity award in fiscal year 2025. Mr. Robertson is included in the averages for fiscal year 2024 and he did not receive an equity award in fiscal year 2024 and he did not own any unvested equity awards at the end of fiscal year 2024. |

  157. CEO PAY RATIO

    | Fiscal 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 | | 2025 | $978,870 | -$307,787 | -$114,113 | $556,970 | | 2024 | $1,109,741 | -$11,502 | -$6,725 | $1,091,514 | | 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 |

  158. CEO PAY RATIO

    | (7) 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. |

  159. CEO PAY RATIO

    | (8) The peer group for TSR is the S&P 1500 Life Sciences Tools & Services Industry Index, as 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 years ended September 30, 2024 and September 30, 2025. The comparison assumes $100 was invested for the period starting September 30, 2020, through the end of the listed fiscal year for the Company and the peer group. In fiscal year 2024, we changed to use the S&P 1500 Life Sciences Tools & Services Industry Index in our performance graph under Item 201 of Regulation S-K as opposed to that of the peer group used for the fiscal year ended September 30, 2023 to align our “Comparative Stock Performance” disclosures with that of the same line-of-business index to which we compare our executive performance in this table. 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 consisted of 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 value of the initial $100 invested based on this peer group would have been $85 for 2024 in comparison to $132 for the S&P 1500 Life Sciences Tools & Services Industry Index. |

  160. CEO PAY RATIO

    | (9) The amount shown is the net income reflected in the Company’s consolidated audited financial statements for the applicable fiscal year. |

  161. CEO PAY RATIO

    | (10) Revenue from continued operations for the applicable fiscal 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 former PEO, PEO and Non-PEO NEOs for the past four fiscal years (FY2021, FY2022, FY2023, FY2024 and FY2025) against the cumulative five year TSR performance for Azenta from October 1, 2020 – September 30, 2025, for Azenta’s financial peer group, the S&P 1500 Life Sciences Tools & Services Industry Index, and the peer group used for the fiscal year ended September 30, 2023.

  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 former PEO, PEO and Non-PEO NEOs for the past four fiscal years (FY2021, FY2022, FY2023, FY2024 and FY2025) against GAAP Net Income performance for the related fiscal year.

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

    | * Net Income 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. |

  165. Compensation Actually Paid (CAP) and Revenue

    Compensation Actually Paid (CAP) and Revenue Below is a table that compares the CAP for the former PEO, PEO and Non-PEO NEOs for the past four fiscal years (FY2021, FY2022, FY2023 and FY2024) against Annual Revenue performance for the related fiscal year.

  166. Compensation Actually Paid (CAP) and Revenue

    | * 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. |

  167. 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.