DEF 14A of Angiodynamics Inc, Sep 26, 2024

DEF 14A of Angiodynamics Inc

Filed Sep 26, 2024 · FY20240001628280-24-041344

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS

  2. Nominees

    Nominees Our Board of Directors currently consists of eight directors. The Board is classified into three classes, each of which has a staggered three-year term. At the Annual Meeting, our shareholders will be asked to elect three Class III directors, namely, Lorinda A. Burgess, Wesley E. Johnson, Jr. and Karen A. Licitra. If elected, Ms. Burgess, Mr. Johnson and Ms. Licitra will hold office until the Annual Meeting of Shareholders to be held in 2027 and until each of their successors is duly elected and qualified. The Class I and Class II directors will continue in office during the terms indicated below. Unless otherwise specified, all proxies received will be voted in favor of the election of the nominee named below as a director of AngioDynamics. Directors will be elected by a plurality of the votes cast, in person or by proxy, at the Annual Meeting. Our Corporate Governance Principles provide that, in the case of an uncontested election of directors, a director nominee who does not receive a Majority Vote shall tender his or her resignation to the Board of Directors, with such resignation expressly stating that it is contingent upon the acceptance of the resignation by the Board of Directors in accordance with our Corporate Governance Principles. If a nominee fails to receive a Majority Vote, the Company’s Nominating, Compliance and Corporate Governance Committee, or another duly authorized committee of the Board of Directors, will consider whether to accept the nominee’s resignation and will submit a recommendation for prompt consideration by the Board of Directors. The Board of Directors shall then act on the resignation, taking into account such committee’s recommendation, within ninety (90) days following certification of the shareholder vote. The current term of each of Lorinda A. Burgess, Wesley E. Johnson, Jr. and Karen A. Licitra expires at the Annual Meeting and when each of their successors is duly elected and qualified. Ms. Burgess, Mr. Johnson and Ms. Licitra have each consented to be named as a nominee and, if elected, to serve as a Director. Management has no reason to believe that any of the nominees will be unable or unwilling to serve as a Director if elected. Should any of the nominees not remain a candidate for election at the date of the Annual Meeting, proxies may be voted for substitute nominees selected by the Board of Directors. As of September 19, 2024, the following Directors served on the following committees:

  3. Nominees

    | | | | | Committee Memberships | | | | | Name | Age | Director Since | Independent | B | AC | CC | NCCGC | | Eileen O. Auen | 61 | 2016 | Y | M | | C | M | | Lorinda A. Burgess | 62 | 2023 | Y | M | M | M | | | Howard W. Donnelly | 63 | 2004 | Y | C | | | | | Wesley E. Johnson, Jr. | 66 | 2007 | Y | M | C | | M | | Karen A. Licitra | 65 | 2019 | Y | M | M | M | | | Jan Stern Reed | 64 | 2016 | Y | M | M | | C | | Michael E. Tarnoff | 56 | 2019 | Y | M | | M | M | | James C. Clemmer | 60 | 2016 | N | M | | | |

  4. Nominees

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

  5. Nominees

    Set forth below are the names, ages and principal occupations and director positions on public companies, in each case, for the past five years, of the directors and nominees, and information relating to other positions held by them with us and other companies. Additionally, there is a brief discussion of each director’s and nominee’s experience, qualifications, attributes or skills that led to the conclusion that such person should serve as a director. There are no family relationships between or among any of the directors, executive officers and nominees for director. Class III Directors (Term expiring at the 2024 Annual Meeting):

  6. Nominees

    | LORINDA A. BURGESS | Director since 2023 | | Former Chief Financial Officer and Vice President of Finance | | | Director | age 62 | | Ms. Burgess joined our Board of Directors in July of 2023. From 2015 to 2023, Ms. Burgess served as Chief Financial Officer and Vice President of Finance for the Americas Region at Medtronic, Inc. a Fortune 200 global medical device company with more than $30 billion in annual revenues. Prior to this role, Ms. Burgess also served as Vice President of Customer Care for the America and Western Europe at Medtronic, Inc. and Vice President of Finance for the Cardiovascular Group's Sales and Marketing function. Ms. Burgess earned a Bachelor of Arts in Communication and Political Science from the University of Michigan and a Master's in Business Administration from Ohio State University. Ms. Burgess is a member of the Board of Directors for Stepan Company. Ms. Burgess is a member of our Audit Committee and a member of our Compensation Committee. | | | Director Qualifications: Ms. Burgess' service as CFO and VP of Finance for the Americas Region at Medtronic, Inc. provides valuable business, leadership and management experience, particularly with respect to the numerous financial, business and strategic issues faced by a diversified medical device company. | |

  7. Nominees

    | WESLEY E. JOHNSON, JR. | Director since 2007 | | Former CEO of medical device companies, Former Divisional Vice-President and General Manager | age 66 | | Abbott Laboratories | | | From February 2013 through November 2019, Mr. Johnson served as Chief Executive Officer and Director of Admittance Technologies, Inc., a medical device company. From February 2008 to May 2012, Mr. Johnson served as President, CEO and Director of Cardiokinetix, Inc., a developer of medical devices for the treatment of congestive heart failure. From October 2005 to February 2008, Mr. Johnson served as General Manager of Abbott Spine, S.A., a division of Abbott Laboratories. From June 2003 to October 2005, Mr. Johnson served as Division Vice President, Finance for Abbott Spine, a division of Abbott Laboratories. From May 1999 to June 2003, he served as Vice President of Operations and Chief Financial Officer for Spinal Concepts. From 2003 to 2007, Mr. Johnson served as a member of the Board of RITA Medical Systems, Inc. and Chairman of its Audit Committee. Mr. Johnson holds a B.B.A. in Accounting from Texas A&M University and became a certified public accountant in 1981. Mr. Johnson is chairman of our Audit Committee and a member of our Nominating, Compliance and Corporate Governance Committee. | | | Director Qualifications: Mr. Johnson’s service as CFO for Spinal Concepts, General Manager and Division Vice President for Abbott Laboratories and CEO of two separate medical device companies, provides valuable business, leadership and management experience, particularly with respect to the numerous financial, business and strategic issues faced by a diversified medical device company. In addition, Mr. Johnson's experience with PricewaterhouseCoopers and his positions as a public company CFO of Urologix, Inc. and Orthofix, Inc. (formerly American Medical Electronics, Inc.) provides valuable financial and accounting experience for his position on the Audit Committee. | |

  8. Nominees

    | KAREN A. LICITRA | Director since 2019 | | Former Corporate Vice President for Worldwide Government Affairs and Policy | age 65 | | Johnson and Johnson | | | Ms. Licitra joined our Board of Directors in July of 2019. From January 2014 through August 2015, Ms. Licitra served as Corporate Vice President, Worldwide Government Affairs & Policy at Johnson & Johnson, a medical devices, pharmaceutical, and consumer packaged goods manufacturer. From December 2011 to December 2013, Ms. Licitra served as the Worldwide Chairman, Global Medical Solutions at Johnson & Johnson. From July 2002 to November 2011, she served as the Company Group Chairman and Worldwide Franchise Chairman at Ethicon Endo-Surgery, Inc., a Johnson & Johnson medical device company. From January 2001 to June 2002, she served as the President of Ethicon Endo-Surgery. From June 2015 to June 2021, she served on the Compensation Committee of the Board of Directors of Si-Bone, Inc., a medical device company focusing on a minimally invasive surgical implant system to treat sacroiliac joint dysfunction, and previously served on the Board of Directors of Novadaq Technologies Inc., a provider of proven comprehensive fluorescence imaging solutions, until the company was acquired by Stryker Corporation in 2017. Ms. Licitra received a B.S. in Commerce from Rider College. Ms. Licitra is a member of our Audit Committee and our Compensation Committee. | | | Director Qualifications: Ms. Licitra’s service as an executive in various roles at Johnson and Johnson provides valuable business and industry experience, leadership and insight, particularly with respect to the global, industry and strategic issues faced by a diversified medical device manufacturer. | |

  9. Nominees

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

  10. Other Directors

    Other Directors The following Class I and Class II directors will continue on the Board of Directors for the terms indicated: Class I Directors (Term expiring at the 2025 Annual Meeting):

  11. Other Directors

    | JAMES C. CLEMMER | Director since 2016 | | President and Chief Executive Officer | age 60 | | AngioDynamics, Inc. | | | Mr. Clemmer joined AngioDynamics in April 2016 as our President and CEO. Prior to joining AngioDynamics, Mr. Clemmer served as President of the Medical Supplies segment at Covidien plc from September 2006 to January 2015. In this role, Mr. Clemmer directed the strategic and day-to-day operations for global business divisions that collectively manufactured 23 different product categories. In addition, he managed global manufacturing, research and development, operational excellence, business development and all other functions associated with the Medical Supplies business. Prior to his role at Covidien, Mr. Clemmer served as Group President at Kendall Healthcare from July 2004 to September 2006, where he managed the US business across five divisions and built the strategic plan for the Medical Supplies segment before it was spun off from Tyco. Mr. Clemmer served as interim president at the Massachusetts College of Liberal Arts from August 2015 until March 1, 2016. Mr. Clemmer is a graduate of the Massachusetts College of Liberal Arts. | | | Director Qualifications: Through his position as our CEO and his tenure at Covidien, Mr. Clemmer brings leadership, extensive executive and operational experience, strategic expertise and a deep knowledge of the medical device industry to the Board. Mr. Clemmer’s service as a Director and CEO of AngioDynamics creates a critical link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspectives on the business. | |

  12. Other Directors

    | MICHAEL E. TARNOFF, MD | Director since 2019 | | Former President and CEO | age 56 | | Tufts Medical Center and Tufts Children's Hospital | | | From June of 2021 to March of 2024, Dr. Tarnoff has served as President and Chief Executive Officer of Tufts Medical Center and Tufts Children’s Hospital and served in this role on an interim basis for the nine months preceding his appointment. From June 2019 until June 2021, Dr. Tarnoff was Chair of the Department of Surgery and Surgeon-in-Chief at Tufts Medical Center and Tufts University School of Medicine in Boston, Massachusetts. Dr. Tarnoff has been a surgeon at Tufts since 2001. Dr. Tarnoff was Chief Medical Officer at Medtronic from January 2015 through August 2019. From 2008 until its acquisition by Medtronic in 2015, Dr. Tarnoff served as the Chief Medical Officer and Senior Vice President for Medical Affairs at Covidien plc. Dr. Tarnoff received a BA in psychology from Washington University in St Louis, and received an MD from and completed his residency in General Surgery at the University of Medicine and Dentistry of New Jersey. Dr. Tarnoff also completed a fellowship in Advanced Minimally Invasive Surgery at the Cleveland Clinic in Cleveland, Ohio. Dr. Tarnoff is a member of our Nominating, Compliance and Corporate Governance Committee and is a member of our Compensation Committee. | | | Director Qualifications: Through his extensive experience as a surgeon and his roles in hospital administration, including his recent appointment as President and CEO of Tufts Medical Center, Dr. Tarnoff provides the Board of Directors with deep, expert knowledge in patient care and the United States health care system. | |

  13. Other Directors

    Class II Directors (Term expiring at the 2027 Annual Meeting):

  14. Other Directors

    | EILEEN O. AUEN | Director since 2016 | | Executive Chairman | age 61 | | Point32Health | | | Ms. Auen serves as Executive Chair of Point23Health, a $9 billion healthcare organization that was formed by the merger of Tufts Health and Harvard Pilgrim health care companies. Prior to this, she served as Executive Chair of Helios, a $1 billion healthcare services firm formed by the merger of PMSI, Inc. and Progressive Medical in 2013. Prior roles include Chairman and Chief Executive Officer of PMSI, Head of Healthcare Management at Aetna, and Chief Executive Officer of APS Healthcare. Ms. Auen earned a bachelor’s degree in Economics and Finance from Towson University, and an M.B.A. from the University of Virginia's Darden School of Business. Ms. Auen also serves as the Lead Operating Director for Axia Women's Health. She is also a member of the Board of Directors for MedRisk, a $1 billion Physical Medicine Company. Ms. Auen served on the Board of ICF (Nasdaq:ICFI) from 2008 until 2021 and was the Lead Director from 2016 to 2021. She also served on the Board of Medstar Union Memorial Hospital from 2014 until 2021 and on the Towson University Foundation Board. Ms. Auen chairs our Compensation Committee and is a member of our Nominating, Compliance and Corporate Governance Committee. | | | Director Qualifications: Ms. Auen’s extensive experience in the health care industry, including at PMSI, Aetna, APS Healthcare, Tufts Health Plan and Point32Health, provides the Company with significant management experience in the areas of finance, accounting, business operations, management, risk oversight, executive decision making and corporate governance. In addition, Ms. Auen’s experience in the healthcare payment environment provides reliable perspectives to our Board. | |

  15. Other Directors

    | HOWARD W. DONNELLY | Director since 2004 | | Former President and CEO | age 63 | | From 2017-2019, Mr. Donnelly was President and CEO of Bluefin Medical, a firm focused on the regional anesthesia market. In 2019 Bluefin Medical’s technology was acquired by a private European medical technology company. From 2005 to March 2018, Mr. Donnelly was President of Concert Medical LLC, a manufacturer of interventional medical devices. Concert Medical was acquired by Theragenics in March 2018. From 2010 to 2016, Mr. Donnelly was President and CEO of HydroCision Inc., a company focused on spine surgery and the pain management market. Mr. Donnelly currently serves on the Board of Directors of HydroCision, Inc. From 2002 to 2008, Mr. Donnelly was a director and member of the audit, compensation and nominating and governance committees of Vital Signs, Inc. From 1999 to 2002, he was President of Level 1, Inc., a medical device manufacturer and subsidiary of Smiths Group. From 1990 to 1999, Mr. Donnelly was employed at Pfizer, Inc., with his last position as Vice President, Business Planning and Development for Pfizer’s Medical Technology Group from 1997 to 1999. Mr. Donnelly holds a B.S. and an M.B.A. from Bryant College. Mr. Donnelly is the Chairman of the Board. | | | Director Qualifications: Mr. Donnelly brings extensive industry experience as a result of his tenures at Pfizer, Level 1, Concert Medical and HydroCision. Mr. Donnelly provides the Board with valuable business, leadership and management insight, particularly in the areas of manufacturing and business combinations. | |

  16. Other Directors

    | JAN STERN REED | Director since 2016 | | Former Senior Vice President, General Counsel and Corporate Secretary | age 64 | | Walgreens Boots Alliance, Inc. | | | From 2013 to 2016, Ms. Reed served as Senior Vice President, General Counsel and Corporate Secretary (since 2015) at Walgreens Boots Alliance, Inc., a global pharmacy-led, health and wellbeing enterprise with annual revenues in excess of $115 billion. Prior to this role, Ms. Reed served for seven years as Executive Vice President of Human Resources, General Counsel and Corporate Secretary at Solo Cup Company, and, prior thereto, as Associate General Counsel, Corporate Secretary and Chief Governance Officer at Baxter International Inc. Ms. Reed earned a Bachelor of Arts degree, with honors, in Psychology from the University of Michigan, and a Juris Doctor from Northwestern University School of Law. Ms. Reed also currently serves as a member of the Board of Directors for Stepan Company (NYSE:SCL) and AVITA Medical, Inc. (Nasdaq:RCEL; ASX; AVH). Ms. Reed is a member of our Audit Committee and is the Chair of the Nominating, Compliance and Corporate Governance Committee. | | | Director Qualifications: Ms. Reed provides the Board of Directors with global executive leadership in legal, corporate governance, risk management, health care regulatory, compliance, manufacturing and strategic business matters as well as extensive experience with acquisitions and employee development. | |

  17. Recommendations by Shareholders of Director Nominees

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

  18. Independent Compensation Consultant

    Independent Compensation Consultant The Committee has the authority, in its sole discretion, to retain compensation consultants. In establishing executive compensation for fiscal year 2024, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant based on its expertise and past service to the Committee. Meridian provided research, data analyses, benchmarking information and design expertise in developing compensation programs for executives and incentive programs for eligible employees. Meridian kept the Compensation Committee apprised of regulatory developments and market trends related to executive compensation practices. Meridian does not determine or recommend the exact amount or form of executive compensation for any of our executive officers or directors. Representatives of Meridian attended meetings of the Compensation Committee, as requested. The Committee assessed the independence of Meridian and concluded that no conflict of interest exists with respect to its services to the Compensation Committee. Among other things in fiscal year 2024, Meridian: •analyzed our historical and current compensation practices and philosophies; •performed a proxy pay level benchmarking review using peer group data and other industry specific surveys to analyze base salary, annual cash incentives, total cash compensation, long-term incentives, and total direct compensation paid to executives and summarized its findings in the form of a competitive pay analysis to inform fiscal year 2024 target compensation; and •presented recommendations for comprehensive executive plan strategy and pay structure for fiscal year 2024, including base salary levels, design of the annual bonus program, design of long-term incentive programs and amount and allocation of short-term and long-term incentive compensation components.

  19. Compensation Peer Group

    Compensation Peer Group For fiscal year 2024 compensation decisions, Meridian reassessed the list of peer companies to be used in compensation benchmarking analysis, focusing on publicly-traded medical device companies with revenues of approximately 1/3x to 3x our current revenue at the time of selection. The result of the analysis was the following peer group of 18 companies with our revenue positioned at approximately the median of the group at the time of selection.

  20. Compensation Peer Group

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

  21. Compensation Peer Group

    In addition, as described below Meridian also assisted the Company in comprising the peer group for performance share awards granted in fiscal year 2024. For fiscal year 2025 compensation decisions, Meridian performed a similar analysis resulting in the following peer group.

  22. Compensation Peer Group

    | Accuray Incorporated | Atrion Corporation | Inari Medical, Inc. | STAAR Surgical Company | | Alphatec Holdings, Inc. | AxoGen, Inc. | LeMaitre Vascular, Inc. | Surmodics, Inc. | | Artivian, Inc. | Cutera, Inc. | Nevro Corp. | | | AtriCure, Inc. | Glaukos Corporation | Orthofix Medical Inc. | |

  23. Components of Executive Compensation for Fiscal Year 2024

    Annual Cash Incentives The Compensation Committee believes that a meaningful portion of the annual compensation of each named executive officer should be in the form of annual cash incentive compensation. For our fiscal year ended May 31, 2024, annual cash incentive targets were based upon a mix of pre-determined financial metrics and the achievement of pre-determined corporate objectives with compensation up to a maximum of 200% of the target incentive payment amounts if we overachieve our targets. The table below sets forth the targets set by the Compensation Committee, the rationale for the particular goal and achievement against targets:

  24. Components of Executive Compensation for Fiscal Year 2024

    | Goal | Rationale | Target | Target Bonus Percent | Achievement ($) | Achievement (% of Target Bonus Percent) | Bonus Payout (%) | | | | Financial Metrics: | | | | | | | } | | | Net Sales(1) | Directly linked to creating long-term value for shareholders | $281.7 million | 50% | $270.7 million | 59% | 30% | | | | Adjusted EBITDA(2) | | ($5.0) million | 30% | ($3.2) million | 150% | 45% | | | | Corporate Objectives: | | | | | | | | | | Complete APEX enrollment | Directly linked to strategic plan and creating long-term value for shareholders | Qualitative | 20% | Achieved target expectations | 125% | 25% | | | | Develop commercialization launch plan for NanoKnife Prostate post indication | | | | | | | | 100% | | Establish international data registry for AlphaVac | | | | | | | | | | Develop long-term operating plan achieving improved gross margin profile and profitability | | | | | | | | |

  25. Components of Executive Compensation for Fiscal Year 2024

    | Name | Target as a Percentage of Base Salary | Actual Payout as a Percentage of Target | Actual Payout as a Percentage of Base Salary | Total Amount Paid | | James C. Clemmer | 100% | 100% | 100% | $783,000 | | Stephen A. Trowbridge | 65% | 100% | 65% | $286,867 | | Chad T. Campbell | 60% | 100% | 60% | $211,906 | | Laura Piccinini | 60% | 100% | 60% | $240,769 | | Warren G. Nighan | 50% | 100% | 50% | $196,350 |

  26. Components of Executive Compensation for Fiscal Year 2024

    Long-Term, Equity-Based Incentive Awards In 2020, we adopted the AngioDynamics, Inc. 2020 Equity Incentive Plan, (the "2020 Plan"). The 2020 Plan provides for the grant of incentive awards, including performance share awards, performance unit awards, restricted stock awards and restricted stock unit awards, as well as incentive and non-qualified stock options and stock appreciation rights. The Compensation Committee believes that including equity grants as a significant component of executive compensation aligns our executives’ interest with those of our shareholders. The Compensation Committee has made grants of stock options, restricted stock unit awards and performance share awards and, in the future, expects to offer additional awards under equity plans approved by the shareholders in order to provide named executive officers with an opportunity to share, along with shareholders, in our long-term performance and to reward these individuals for their contribution to our performance. The target value of stock options, restricted stock units or performance share awards granted to each named executive officer is based upon several factors, including: (i) position with AngioDynamics; (ii) base salary; (iii) performance; and (iv) the grants made, on average, by similarly situated companies to executives with similar responsibilities. For our fiscal year ended May 31, 2024, the Compensation Committee set targets of total long-term incentive awards as follows:

  27. Components of Executive Compensation for Fiscal Year 2024

    | Name | Target Long-term Incentive Awards % | | Composition | | James C. Clemmer | 400% of base salary | } | 50% performance share awards 25% restricted stock units 25% options | | Stephen A. Trowbridge | 200% of base salary | | | | Chad T. Campbell | 85% of base salary | | | | Laura Piccinini | 120% of base salary | | | | Warren G. Nighan | 100% of base salary | | |

  28. Components of Executive Compensation for Fiscal Year 2024

    For long term inventive awards made in fiscal year 2024, the Committee determined to grant each of the named executive officers 100% of target. The Compensation Committee and the Board of Directors believe that this annual long-term incentive program provides a strong pay for performance orientation while effectively incentivizing management decision making and providing appropriate retention incentives. Performance share award payouts are directly tied to AngioDynamics’ performance and total shareholder return relative to a peer group of companies with similar risk profiles to AngioDynamics. Stock options effectively incentivize management to maximize company performance, as the value of options is directly tied to appreciation in the value of our common stock. Stock options also provide an effective retention mechanism because awards, including fiscal year 2024 awards, typically vest over four years. The exercise price of options granted under our plan must be at least 100% of the fair market value of the underlying stock on the date of grant. Restricted stock units are intended to retain key management through vesting periods, with the opportunity for capital accumulation and more predictable long-term incentive value than stock options. Restricted stock unit awards, including fiscal year 2024 awards, typically vest equally over a four-year period and are settled in shares of AngioDynamics' common stock if the employee remains active with the Company through the vesting date. Performance share awards are generally made each year with awards having a three-year term with payouts to be made in shares of AngioDynamics’ common stock at the end of the term depending on performance against pre-determined goals. For the fiscal year 2024 awards (granted on July 19, 2023), 100 percent of the performance shares will be measured based on our cumulative revenue over the three-year performance period. At the beginning of the performance period, the threshold, target and maximum revenue goals were set by the Compensation Committee for the entire three-year performance period. For fiscal year 2024, the Committee based the award 100% on revenue because of the Company's three-year strategic plan focused on revenue growth and investment focused on our Med Tech platforms, while continuing with short-term incentive metrics to link performance to an Adjusted EBITDA metric. The revenue goal established by the Committee is designed to be difficult but achievable if the executives deliver strong performance. At the end of the performance period, the total number of shares eligible to vest is subject to a relative total shareholder return (“TSR”) modifier to more closely align management and shareholder interests. The TSR modifier can adjust the aggregate number of shares eligible to vest at the end of the three-year period up or down by a maximum of 20% at the 75th and 25th percentile of performance relative to a peer group of companies with similar risk profiles to AngioDynamics. The modifier will be calculated on a straight-line basis for relative TSR performance between the 75th and 25th percentiles. Therefore, with the TSR modifier applied, 0% to 240% of the total target number of shares subject to the fiscal year 2024 performance share unit awards will be eligible to vest at the end of the three-year performance period. The Compensation Committee approves all equity awards granted to our NEOs and Board on or before the grant date. Annual equity awards are generally granted effective after our applicable fiscal year-end earnings release following the decision to make the grant, regardless of the timing of the decision. Our Compensation Committee has elected to grant equity-based awards shortly following our earnings releases so that the equity-based awards are granted (and valued) at a point in time when the most important information about our company then known to management and our board is likely to have been disseminated in the market. The Compensation Committee may also grant equity awards at other times during the year due to special circumstances, including to new executive officers upon hire or promotion or a change in an executive officer’s role. As a matter of good corporate governance, we do not grant equity awards in anticipation of the release of material nonpublic information and, in any event, we do not time the release of material nonpublic information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs or directors. The peer group for performance share awards granted in fiscal year 2024 is set forth in the table below.

  29. Components of Executive Compensation for Fiscal Year 2024

    | Executive Officer | Number of Restricted Stock Units | Grant Date Fair Value | | James C. Clemmer | 92,181 | $822,255 | | Stephen A. Trowbridge | 28,691 | $255,924 | | Chad T. Campbell | 11,384 | $101,545 | | Laura Piccinini | 14,168 | $126,379 | | Warren G. Nighan | 10,026 | $89,432 |

  30. Components of Executive Compensation for Fiscal Year 2024

    | Executive Officer | Target Number of Performance Shares | Grant Date Fair Value at Target | | James C. Clemmer | 184,361 | $1,756,960 | | Stephen A. Trowbridge | 57,381 | $546,841 | | Chad T. Campbell | 22,768 | $216,979 | | Laura Piccinini | 28,336 | $270,042 | | Warren G. Nighan | 20,052 | $191,096 |

  31. Other Compensation Considerations

    Other Compensation Considerations CEO Employment Agreement On April 1, 2016, AngioDynamics entered into an employment agreement with James C. Clemmer, appointing Mr. Clemmer as President and Chief Executive Officer of the Company, effective April 4, 2016. Pursuant to that employment agreement, Mr. Clemmer, serves as the Company’s President and CEO for successive one-year terms unless either party notifies the other in writing not later than March 1 immediately prior to the anniversary of the employment agreement effective date. Mr. Clemmer’s employment agreement provides him with an annual base salary ($783,000 in fiscal year 2024) and eligibility for an annual bonus with a target level of 100% of his base salary, payable based upon our achievement of pre-determined financial metrics as discussed in further detail above. In addition, pursuant to the agreement, Mr. Clemmer is eligible to receive (i) an executive car allowance of $1,500 per month (less applicable taxes) and (ii) reimbursement for reasonable business expenses incurred during the period of employment subject to the Company’s expense reimbursement policies. Mr. Clemmer is eligible to participate in the benefit and perquisite plans and programs generally available to senior executives of the Company, including health insurance, life and disability insurance, the Employee Stock Purchase Plan, 401(k) plan and flexible spending plan. The employment agreement also provides Mr. Clemmer with severance benefits in certain circumstances, as more fully described below. Stock Ownership Guidelines To further align the interests of management and shareholders, we maintain stock ownership guidelines for our senior executive officers, including our named executive officers. Our CEO is required to hold a number of shares with a value equal to three times his or her base salary, while our EVP and CFO and each of our SVPs are required to hold a number of shares with a value equal to one times his or her base salary. A senior executive who holds a number of shares less than the applicable ownership level must hold 100% of all Net Shares (as defined below) granted by the Company until the ownership level is met. "Net Shares" are all shares received pursuant to all Company equity awards excluding shares sold to cover (i) the exercise price of options and/or (ii) taxes. The Compensation Committee is mindful that each individual’s personal circumstances will affect progress toward the targeted levels of stock ownership. Senior executives who are unable to achieve or maintain the targeted level of ownership may consult with the Compensation Committee with respect to a hardship exemption. Each of our named executive officers is currently in compliance with the applicable holding requirements. Hedging and Pledging Policy Our Insider Trading Policy prohibits directors and employees, including named executive officers, from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, and from engaging in borrowing against AngioDynamics’ securities held in a margin account, or pledging AngioDynamics’ securities as collateral for a loan. Clawback Policy If any award (including an annual cash incentive award as well as a long-term equity-based incentive award) was granted to an AngioDynamics’ executive and the Compensation Committee (or the Board of Directors) later determines that the financial results of the Company used to determine the amount of that award, or any payment under that award, whether to the executive or to the executive’s beneficiary, are materially restated and that such executive engaged in fraud or intentional misconduct with respect to the inputs to, or determination of, such financial results, the Company will seek repayment or recovery of the award, as the Board of Directors in its sole discretion determines is reasonable and appropriate, notwithstanding any contrary provision of any incentive plan. In addition, the Compensation Committee or the Board of Directors may provide that any executive and/or any award, including any shares subject to or issued under an award, is subject to any other recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time. In addition, the Company has adopted an Executive Compensation Recoupment Policy that provides that the Company will recover reasonably promptly the amount of erroneously awarded incentive based compensation to an executive officer in the event that the Company is required to prepare an accounting restatement due to the material non-compliance of the Company with any financial reporting requirement under the United States Securities Laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Finally, the Company’s 2004 Plan, as amended, and the 2020 Plan each includes clawback provisions that provide that any award (including annual cash incentive awards as well as long-term equity-based incentive awards) granted to an executive are subject to repayment if the Compensation Committee or the Board of Directors later determines that the financial results of the Company upon which such awards were based are materially restated and such executive engaged in fraud or intentional misconduct in connection with such financial results. Perquisites All executives of AngioDynamics are entitled to an automobile allowance of $1,200 per month ($1,500 in the case of our CEO) and we will cover the employee's expenses for mileage or gas for company related business. Deferred Compensation Program We do not sponsor or maintain any non-qualified deferred compensation programs for the benefit of any of our named executive officers. Severance and Change in Control Arrangements As described more fully below under the heading entitled “Potential Payments Upon Termination or Change in Control,” we maintain various arrangements with our named executive officers under which they may be eligible for severance payments and benefits, including change in control benefits. Given our relative size in our industry and the continued trend toward consolidation in our industry, we believe that we need strong, market competitive change in control benefits to attract and retain key executives. We believe this to be particularly important during and beyond an acquisition to ensure the ongoing success of our business and to maximize value for our shareholders. Each of our change in control agreements contains a “double trigger” whereby there must be both a change in control and a qualifying termination of employment before payment of such benefits thereunder to the executive. We believe that these agreements encourage retention by providing an incentive for the executive to remain with us until the completion of a pending change in control and by providing security to the executive, either in the form of continued employment or severance benefits, following a change in control.

  32. Compensation Policies and Practices Relating to Risk Management

    Compensation Policies and Practices Relating to Risk Management Each year, the Compensation Committee reviews our compensation programs applicable to all employees and reviews and approves the compensation program applicable to executives, including the named executive officers. Based on the Compensation Committee’s review of the terms and elements of these programs, as well as our practices and policies, the Compensation Committee determined that the Company’s compensation policies and practices are appropriately designed to provide incentives for our employees without creating an inappropriate risk of excessive risk taking. Among other factors, the Compensation Committee’s compensation philosophy generally discourages excessive risk taking by, among other things: •targeting base salary at or near a reasonable range around the 50th percentile of comparable companies, providing meaningful compensation at a competitive and market-appropriate level; •designing total compensation programs to include a meaningful amount of long-term incentive compensation; •balancing the composition of the Company’s long-term incentive program to include time based restricted stock units and stock options to go along with performance shares; •capping the total payout of short-term cash incentive opportunities, as well as the maximum number of shares that can be earned under the performance-based component of LTI; •adopting a code of ethics and business conduct applicable to all employees and directors; and •maintaining incentive plans that, in aggregate, assess performance multi-dimensionally, including top line, bottom line, TSR and qualitative measures. In addition, the Company’s 2004 Plan, as amended, and the 2020 Plan each includes clawback provisions that provide that any award (including annual cash incentive awards as well as long-term equity-based incentive awards) granted to an executive are subject to repayment if the Compensation Committee or the Board of Directors later determines that the financial results of the Company upon which such awards were based are materially restated and such executive engaged in fraud or intentional misconduct in connection with such financial results. See Clawback Policy set forth in this Compensation Discussion and Analysis. Based on the Compensation Committee’s review, the Company has concluded that the risks arising from its compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.

  33. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024 The following table sets forth information concerning the compensation for services, in all capacities for our fiscal year ended May 31, 2024 of our named executive officers.

  34. Summary Compensation Table for Fiscal Year 2024

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($)(4) | Total ($) | | James C. Clemmer | 2024 | 783,000 | — | 2,579,215 | 820,002 | 783,000 | — | 40,754 | 5,005,971 | | President, CEO | 2023 | 756,154 | — | 2,281,808 | 718,967 | 190,000 | — | 36,762 | 3,983,691 | | | 2022 | 736,154 | — | 3,156,377 | 991,335 | 740,000 | — | 35,862 | 5,659,728 | | Stephen A. Trowbridge | 2024 | 441,334 | — | 802,765 | 255,219 | 286,867 | — | 36,069 | 1,822,254 | | EVP, CFO | 2023 | 425,311 | — | 548,911 | 172,949 | 69,628 | — | 33,080 | 1,249,879 | | | 2022 | 409,692 | — | 624,894 | 196,264 | 267,800 | — | 32,077 | 1,530,727 | | Chad T. Campbell | 2024 | 353,176 | — | 318,524 | 101,270 | 211,906 | — | 27,675 | 1,012,551 | | SVP & GM, Global Oncology and Vascular Access | 2023 | 339,749 | — | 274,904 | 86,623 | 51,433 | — | 25,327 | 778,036 | | | 2022 | 324,146 | — | 370,157 | 116,259 | 195,937 | — | 24,110 | 1,030,609 | | Laura Piccinini (5) | 2024 | 401,282 | — | 396,421 | 126,032 | 240,769 | — | 64,876 | 1,229,380 | | SVP & GM, Endovascular Therapies and International | 2023 | 334,378 | — | 303,494 | 95,627 | 50,401 | — | 59,536 | 843,436 | | | 2022 | 355,679 | | 483,872 | 510,582 | 177,839 | — | 101,004 | 1,628,976 | | Warren Nighan | 2024 | 392,700 | — | 280,527 | 89,188 | 196,350 | — | 36,317 | 995,082 | | SVP & GM, Global Supply Chain, Quality and Regulatory Affairs | | | | | | | | | |

  35. Summary Compensation Table for Fiscal Year 2024

    | (1) Stock Awards: The stock awards column represents aggregate grant date fair value of restricted stock unit awards and performance share awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. Accordingly, the grant date fair value of restricted stock units was determined by multiplying the number of restricted stock units by the closing stock price on the date of grant, while the grant date fair value of performance share awards was determined using a Monte Carlo simulation. The assumptions used in the valuation of stock-based awards are discussed in Note 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024. The table below shows the grant date fair value of the performance share awards included in the stock awards column for each year, and the maximum grant date value assuming that the highest level of performance conditions was achieved: |

  36. Summary Compensation Table for Fiscal Year 2024

    | | Performance Shares | | | | Name | Grant Date | Grant Date Fair Value | Maximum Grant Date Value (a) | | James C. Clemmer | 7/19/2023 | $1,756,960 | $3,513,920 | | | 7/20/2022 | $1,569,294 | $3,138,588 | | | 7/21/2021 | $2,165,121 | $4,330,242 | | Stephen A. Trowbridge | 7/19/2023 | $546,841 | $1,093,682 | | | 7/20/2022 | $377,511 | $755,022 | | | 7/21/2021 | $428,656 | $857,312 | | Chad T. Campbell | 7/19/2023 | $216,979 | $433,958 | | | 7/20/2022 | $189,064 | $378,128 | | | 7/21/2021 | $253,919 | $507,838 | | Laura Piccinini | 7/19/2023 | $270,042 | $540,084 | | | 7/20/2022 | $208,719 | $417,438 | | | 7/21/2021 | $170,774 | $341,548 | | Warren G. Nighan | 7/19/2023 | $191,096 | $382,192 | | | 7/20/2022 | $162,461 | $324,922 | | | 7/21/2021 | $218,422 | $436,844 |

  37. Summary Compensation Table for Fiscal Year 2024

    (a) Excludes TSR modifier. For maximum grant date value with the TSR modifier see Grants of Plan-Based Awards for Fiscal Year 2024.

  38. Summary Compensation Table for Fiscal Year 2024

    | (2) Option Awards: The option awards column represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The fair value of each stock option award is estimated on the grant date using the Black-Scholes option valuation model. The assumptions used in the valuation of stock-based awards are discussed in Note 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024. | | (3) For each of the Named Executive Officers, the amounts reported in Non-Equity Incentive Plan Compensation include the payments under our fiscal year 2024 annual cash incentive program, as described above under “Annual Cash Incentives.” | | (4) For each of the Named Executive Officers, the amounts reported in All Other Compensation include amounts we contributed as matching contributions under the 401(k) Plan, car allowance, payments for leased vehicles and housing allowance in connection with commencement of employment and are provided in the table below: |

  39. Summary Compensation Table for Fiscal Year 2024

    | Name | Fiscal Year | 401(k) Match ($) | Car Allowance ($) | Housing Allowance ($) | Total All Other Compensation ($) | | James C. Clemmer | 2024 | 22,062 | 18,692 | — | 40,754 | | | 2023 | 18,762 | 18,000 | — | 36,762 | | | 2022 | 17,862 | 18,000 | — | 35,862 | | Stephen A. Trowbridge | 2024 | 21,115 | 14,954 | — | 36,069 | | | 2023 | 18,680 | 14,400 | — | 33,080 | | | 2022 | 17,677 | 14,400 | — | 32,077 | | Chad T. Campbell | 2024 | 12,720 | 14,954 | — | 27,674 | | | 2023 | 10,927 | 14,400 | — | 25,327 | | | 2022 | 9,710 | 14,400 | — | 24,110 | | Laura Piccinini | 2024 | 21,784 | 10,625 | 32,466 | 64,875 | | | 2023 | 19,614 | 8,555 | 31,368 | 59,537 | | | 2022 | 18,982 | 13,622 | 68,400 | 101,004 | | Warren G. Nighan | 2024 | 21,363 | 14,954 | — | 36,317 |

  40. Summary Compensation Table for Fiscal Year 2024

    | (5) Ms. Piccinini commenced employment with the Company on June 1, 2021 and is paid in Euros, which was converted to U.S. Dollars using a period average exchange rate for fiscal years 2024 and 2023 of 1.08 Euro per Dollar and 1.05 Euro per Dollar, respectively. |

  41. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table provides information with respect to options to purchase shares of Common Stock, restricted stock units and performance awards granted to the named executive officers in fiscal year 2024.

  42. Grants of Plan-Based Awards for Fiscal Year 2024

    | Name | Grant Date(2) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Market Value of Stock and Option Awards ($)(5) | | | | Threshold ($)(3) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | James C. Clemmer | — | 31,320 | 783,000 | 1,566,000 | — | — | — | — | — | — | — | | | 7/19/2023 | — | — | — | 29,498 | 184,361 | 442,466 | — | — | — | 1,756,960 | | | 7/19/2023 | — | — | — | — | — | — | 92,181 | — | — | 822,255 | | | 7/19/2023 | — | — | — | — | — | — | — | 190,778 | 8.92 | 820,002 | | Stephen A. Trowbridge | — | 11,475 | 286,867 | 573,734 | — | — | — | — | — | — | — | | | 7/19/2023 | — | — | — | 9,181 | 57,381 | 137,714 | — | — | — | 564,841 | | | 7/19/2023 | — | — | — | — | — | — | 28,691 | — | — | 255,924 | | | 7/19/2023 | — | — | — | — | — | — | — | 59,378 | 8.92 | 255,219 | | Chad T. Campbell | — | 8,476 | 211,906 | 423,812 | — | — | — | — | — | — | — | | | 7/19/2023 | — | — | — | 3,643 | 22,768 | 54,643 | — | — | — | 216,979 | | | 7/19/2023 | — | — | — | — | — | — | 11,384 | — | — | 101,545 | | | 7/19/2023 | — | — | — | — | — | — | — | 23,561 | 8.92 | 101,270 | | Laura Piccinini | — | 9,631 | 240,769 | 481,538 | — | — | — | — | — | — | — | | | 7/19/2023 | — | — | — | 4,534 | 28,336 | 68,006 | — | — | — | 270,042 | | | 7/19/2023 | — | — | — | — | — | — | 14,168 | — | — | 126,379 | | | 7/19/2023 | — | — | — | — | — | — | — | 29,322 | 8.92 | 126,032 | | Warren G. Nighan | — | 7,854 | 196,350 | 392,700 | — | — | — | — | — | — | — | | | 7/19/2023 | — | — | — | 3,208 | 20,052 | 48,125 | — | — | — | 191,096 | | | 7/19/2023 | — | — | — | — | — | — | 10,026 | — | — | 89,432 | | | 7/19/2023 | — | — | — | — | — | — | — | 20,750 | 8.92 | 89,188 |

  43. Grants of Plan-Based Awards for Fiscal Year 2024

    | (1) The amounts shown under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” represent the threshold, target, and maximum amounts payable under our fiscal year 2024 annual cash incentive program, as described above under “Annual Cash Incentives.” | | (2) Grant Date pertains to the grant date of fiscal year 2024 stock option, restricted stock unit, and performance share awards. For a description of the vesting terms applicable to fiscal year 2024 equity awards, please refer to the above discussion under “Long-Term, Equity-Based Incentive Awards.” | | (3) Threshold represents the minimum amount earned if one of the financial metrics under the plan on which 20% of the bonus is based were achieved at the minimum level needed for any payment. | | (4) These options have a ten-year term. | | (5) Represents grant-date fair value based on FASB ASC 718 for fiscal year 2024 equity grants. The assumptions used in the valuation of stock-based awards are discussed in Note 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024. |

  44. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table summarizes the number of securities underlying outstanding equity awards for the named executive officers on May 31, 2024.

  45. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Option Awards (1) | | | | | Stock Awards (2) | | | | | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | Shares or Units of Stock That Have Not Vested | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | | | Name | Option Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number (#)(3) | Market Value ($) | Grant Date | Number (#)(4) | Market or Payout Value ($) | | James C. Clemmer | 7/26/17 | 77,627 | — | 16.55 | 7/26/27 | 7/14/20 | 13,609 | 85,873 | 7/21/21 | 74,840 | 472,240 | | | 7/18/18 | 55,651 | — | 20.93 | 7/18/28 | 7/21/21 | 18,710 | 118,060 | 7/20/22 | 66,187 | 417,640 | | | 7/17/19 | 83,967 | — | 21.54 | 7/17/29 | 7/20/22 | 24,821 | 156,621 | 7/19/23 | 184,361 | 1,163,318 | | | 7/14/20 | 120,178 | 40,059 | 9.92 | 7/14/30 | 7/19/23 | 92,181 | 581,662 | — | — | — | | | 7/21/21 | 50,834 | 50,833 | 26.49 | 7/21/31 | — | — | — | — | — | — | | | 7/20/22 | 19,383 | 58,147 | 21.53 | 7/20/32 | — | — | — | — | — | — | | | 7/19/23 | — | 190,778 | 8.92 | 7/19/33 | — | — | — | — | — | — | | Stephen A. Trowbridge | 7/26/17 | 13,018 | — | 16.55 | 7/26/27 | 7/14/20 | 3,781 | 23,858 | 7/21/21 | 14,817 | 93,495 | | | 7/18/18 | 9,324 | — | 20.93 | 7/18/28 | 7/21/21 | 3,704 | 23,372 | 7/20/22 | 15,922 | 100,468 | | | 7/18/18 | 5,708 | — | 20.93 | 7/18/28 | 7/20/22 | 5,971 | 37,677 | 7/19/23 | 57,381 | 362,074 | | | 7/17/19 | 13,975 | — | 21.54 | 7/17/29 | 7/19/23 | 28,691 | 181,040 | — | — | — | | | 2/3/20 | 18,204 | — | 13.74 | 2/3/30 | — | — | — | — | — | — | | | 7/14/20 | 33,383 | 11,127 | 9.92 | 7/14/30 | — | — | — | — | — | — | | | 7/21/21 | 10,064 | 10,064 | 26.49 | 7/21/31 | — | — | — | — | — | — | | | 7/20/22 | 4,663 | 13,987 | 21.53 | 7/20/32 | — | — | — | — | — | — | | | 7/19/23 | — | 59,378 | 8.92 | 7/19/33 | — | — | — | — | — | — | | Chad T. Campbell | 7/26/17 | 11,744 | — | 16.55 | 7/26/27 | 7/14/20 | 1,682 | 10,613 | 7/21/21 | 8,777 | 55,383 | | | 7/18/18 | 8,422 | — | 20.93 | 7/18/28 | 7/21/21 | 2,194 | 13,844 | 7/20/22 | 7,974 | 50,316 | | | 7/18/18 | 2,854 | — | 20.93 | 7/18/28 | 7/20/22 | 2,991 | 18,873 | 7/19/23 | 22,768 | 143,666 | | | 7/17/19 | 10,361 | — | 21.54 | 7/17/29 | 7/19/23 | 11,384 | 71,833 | — | — | — | | | 7/14/20 | 14,850 | 4,950 | 9.92 | 7/14/30 | — | — | — | — | — | — | | | 7/21/21 | 5,962 | 5,961 | 26.49 | 7/21/31 | — | — | — | — | — | — | | | 7/20/22 | 2,336 | 7,005 | 21.53 | 7/20/32 | — | — | — | — | — | — | | | 7/19/23 | — | 23,561 | 8.92 | 7/19/33 | — | — | — | — | — | — | | Laura Piccinini | 6/1/21 | 25,000 | 25,000 | 23.49 | 6/1/31 | 6/1/21 | 5,000 | 31,550 | 7/21/21 | 5,903 | 37,248 | | | 7/21/21 | 4,010 | 4,009 | 26.49 | 7/21/31 | 7/21/21 | 1,476 | 9,314 | 7/20/22 | 8,803 | 55,547 | | | 7/20/22 | 2,578 | 7,734 | 21.53 | 7/20/32 | 7/20/22 | 3,302 | 20,836 | 7/19/23 | 28,336 | 178,800 | | | 7/19/23 | — | 29,322 | 8.92 | 7/19/33 | 7/19/23 | 14,168 | 89,400 | | | | | Warren G. Nighan | 7/26/17 | 11,943 | — | 16.55 | 7/26/27 | 7/14/20 | 1,752 | 11,055 | 7/21/21 | 7,550 | 47,641 | | | 7/18/18 | 8,562 | — | 20.93 | 7/18/28 | 7/21/21 | 1,888 | 11,913 | 7/20/22 | 6,852 | 43,236 | | | 7/18/18 | 6,659 | — | 20.93 | 7/18/28 | 7/20/22 | 2,570 | 16,217 | 7/19/23 | 20,052 | 126,528 | | | 7/17/19 | 10,790 | — | 21.54 | 7/17/29 | 7/19/23 | 10,026 | 63,264 | — | — | — | | | 7/14/20 | 15,465 | 5,154 | 9.92 | 7/14/30 | — | — | — | — | — | — | | | 7/21/21 | 5,128 | 5,128 | 26.49 | 7/21/31 | — | — | — | — | — | — | | | 7/20/22 | 2,007 | 6,020 | 21.53 | 7/20/32 | — | — | — | — | — | — | | | 7/19/23 | — | 20,750 | 8.92 | 7/19/33 | — | — | — | — | — | — |

  46. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (1) Stock options vest 25% on each of the first four anniversaries following the grant date. | | (2) The value of restricted stock units and performance share awards is determined using the closing price of our common stock on May 31, 2024 (the last trading day in fiscal year 2024) of $6.31. | | (3) Restricted stock units vest 25% on each of the first four anniversaries following the grant date. | | (4) The 2022, 2023 and 2024 performance share awards vest at the end of the third fiscal year following each respective grant, subject to (a) achievement of performance metrics, (b) continuous employment through the performance period, and (c) certification by the Compensation Committee (or the Board in the case of the CEO), which in the case of the 2022 performance share awards occurred in July 2024. The performance share awards in this table reflect the target number of shares that were granted. |

  47. Option Exercises and Stock Vested for Fiscal Year 2024

    Option Exercises and Stock Vested for Fiscal Year 2024 The following table summarizes the stock option exercises and shares vested by the named executive officers during our fiscal year ended May 31, 2024.

  48. Option Exercises and Stock Vested for Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | James C. Clemmer | — | — | 107,189 | 965,790 | | Stephen A. Trowbridge | — | — | 29,365 | 260,318 | | Chad T. Campbell | — | — | 13,160 | 118,602 | | Laura Piccinini | — | — | 4,338 | 40,098 | | Warren G. Nighan | — | — | 13,323 | 120,192 |

  49. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Company maintains the following arrangements under which it provides compensation or benefits to our named executive officers by reason of a termination of employment or change in control. CEO Employment Agreement Under our employment agreement with Mr. Clemmer, if (A) his employment is terminated by the Company other than (1) in connection with a change in control of the Company (as defined in his change in control agreement described below) or (2) as a result of Mr. Clemmer’s (a) death, (b) disability, or (c) “Cause” (as defined in the employment agreement), or (B) if Mr. Clemmer’s employment is terminated by Mr. Clemmer for “Good Reason” (as defined in the employment agreement), then, subject to Mr. Clemmer’s execution of an effective release of claims in favor of the Company and continued compliance with certain restrictive covenants, including certain noncompete obligations, the Company will pay Mr. Clemmer his base salary for a 12-month severance period plus a prorated annual bonus for the fiscal year in which the termination occurs, with the amount of such prorated bonus to be determined by reference to the average of all annual bonuses (including any deferred bonuses) awarded to Mr. Clemmer during the 36 months immediately preceding the termination. The Company also would pay Mr. Clemmer’s COBRA/insurance premium for 12 months (or, if earlier, until Mr. Clemmer secures new full-time employment), and he would be entitled to continued vesting of his then outstanding equity awards for the 12-month period following his termination. Executive Severance Policy Our named executive officers may be eligible for severance payments and benefits under our AngioDynamics Senior Executive Severance Pay Guidelines. A senior executive may be eligible to receive severance benefits in the following situations: •The elimination of the executive’s job or position; •The relocation of the executive’s job or position to a location in excess of 60 miles from the current location of employment; or •Divestment of the executive’s business or business unit, unless the acquiring/successor entity offers continuing employment that does not involve a major relocation, as described above. A senior executive would generally not be eligible for severance benefits in the following situations: •Terminations for performance reasons, including, violating work rules; •Voluntary resignations; •In the event of an asset or stock sale, where the executive continues employment with a successor in interest to AngioDynamics or any of either its or AngioDynamics’ subsidiaries, affiliates or joint ventures; or •A transfer or reassignment of the executive to another location, division, subsidiary, affiliate or joint venture that does not result in a major relocation as described above. EVPs and SVPs who report directly to the CEO are entitled to an aggregate severance benefit equal to 12 months of base salary and continuation of health benefits for 12 months. In general, the CEO is eligible for a severance benefit equal to 18 months of base salary, unless a different severance benefit is set forth in an effective agreement as noted for Mr. Clemmer above. Payments are generally made in accordance with the Company’s regular salary payment practices, subject to modification in connection with Section 409A of the Internal Revenue Code, unless a different method is set forth in an effective agreement. Additional benefits, such as outplacement assistance and/or an agreement not to contest eligibility for unemployment compensation, may also be offered in a separation agreement. Change-in-Control Agreements On January 29, 2021, we entered into amended and restated change in control severance agreements with certain executive officers, including each of the named executive officers. As amended and restated, each agreement has a current term that expires on December 31 of each year, and will automatically renew each year immediately following January 1 for an additional one year term (unless the Company has given notice not more than sixty days prior to such January 1 that the term will not be extended); provided however, that if a change in control occurs the term will expire no earlier than 24 calendar months after the calendar month in which such change in control occurs. A change in control is defined in each agreement generally as any of the following: (i) a person is or becomes a beneficial owner of more than 50% of our voting securities, (ii) subject to certain exceptions, the composition of a majority of our Board changes, (iii) we consummate a merger or consolidation (other than a transaction following which the Company’s voting securities continue to represent (by remaining outstanding or by conversion) at least 60% of the combined voting power of the Company or its successor, or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person becomes a beneficial owner of more than 50% of our voting securities), or (iv) our shareholders approve a plan of liquidation or sale of all or substantially all of our assets (other than a sale by the Company to an entity at least 60% of the combined voting power of which is owned by shareholders of the Company in substantially the same proportions as their ownership of the Company). Each agreement provides, among other things, that if a change in control occurs during the term of the agreement, and the executive’s employment is terminated (including in certain circumstances not more than three months before the change in control) either by us or by the executive, other than (a) by us for “Cause” (as defined in the agreement), (b) by reason of death or disability, or (c) by the executive without “Good Reason” (as defined in the agreement), such executive will receive the following severance benefits: (A) a cash lump-sum payment equal to 1.5 times (2 times for the CEO) the sum of his or her annual base salary and cash bonus target (determined at the time of the termination or, if greater and as applicable, immediately preceding the event giving rise to Good Reason), (B) any unpaid annual bonus amounts for the prior year, (C) a prorated annual bonus amount for the year of termination (based on the highest of the average bonuses awarded to the executive for (x) the 36 months preceding the termination, (y) the Company’s three fiscal years preceding the termination, and (z) the 36 months preceding the change in control, in each case disregarding any years in which the executive was not employed by the Company and annualizing bonuses for any partial year of employment), (D) earned but unused vacation time, (E) provided the executive timely elects COBRA continuation coverage, continuation of participation in the Company’s group medical, dental, vision, and prescription drug coverage at no cost to the executive and the executive’s dependents for a period of 18 months (24 months for the CEO) and (F) full vesting of any stock options, restricted stock, performance shares or other equity-based award granted to the executive officer upon or following entry into the agreements but prior to the applicable change in control (with any applicable performance conditions deemed satisfied at the “target” level). Each agreement also provides that in the event that the severance and other benefits provided for in the agreement or otherwise payable to the executive would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the benefits under the agreement will be either (i) delivered in full, or (ii) delivered to a lesser extent which would result in no portion of the benefits being subject to such excise tax, whichever is more beneficial to the executive.

  50. Potential Payments upon Termination or Change in Control

    All such payments and benefits are subject to the executive officer's execution of both a release of claims and a restrictive covenant agreement in favor of the Company (including certain noncompete obligations) and generally shall be made or commence within 30 days after the release becomes irrevocable, subject to delay if required by Section 409A of the Internal Revenue Code. Equity Acceleration under the 2020 Plan Unless otherwise provided in a written agreement with a participant in the 2020 Plan, if such participant’s employment is terminated by us without “cause,” or if such participant resigns for “good reason,” in each case within 3 months preceding, or at any time following, a “change in control,” that participant’s outstanding equity awards will be subject to accelerated vesting upon such termination (with any applicable performance conditions deemed satisfied at the “target” level). However, if the committee determines that an award under the 2020 Plan has not been assumed or continued by the successor in a “change in control” transaction, then such award will vest upon such “change in control” (with any applicable performance conditions deemed satisfied at the “target” level). Outside the change in control context, awards held by executives under the 2020 Plan are generally forfeited or expire upon a termination of employment, except that (i) upon a termination for death, disability or retirement before the end of the performance period, performance shares remain subject to actual performance over the duration of the performance period and then vest on a prorated basis based on the number of months (rounded to the nearest whole month) elapsed in the performance period before the death, disability or retirement, (ii) upon a termination for death or disability, restricted stock units vest on a prorated basis based on the number of full and partial months (rounded to the nearest half month) elapsed in the performance period before the death or disability and (iii) options fully vest upon, and remain exercisable for one year following, a termination for death or disability (but not beyond their original expiration date); if the termination is not for death or disability, any already vested options remain exercisable for three months thereafter, unless the termination is for “cause,” in which case the option terminates in full immediately regardless of whether previously vested to any extent.

  51. Estimates of Potential Payments Upon Termination or Change in Control

    Estimates of Potential Payments Upon Termination or Change in Control The following table estimates the potential payments to Messrs. Clemmer, Trowbridge, Campbell, Nighan and Ms. Piccinini under existing agreements, plans or other arrangements, for various scenarios involving a change in control or termination of employment as described above under “Potential Payments Upon Termination or Change in Control,” in each case assuming the change in control and termination date was May 31, 2024, and where applicable, using the closing market price of our common stock of $6.31 per share on May 31, 2024 (the last trading day in fiscal year 2024 as reported on the Nasdaq).

  52. Estimates of Potential Payments Upon Termination or Change in Control

    | Name | Severance Amount | Prorated Bonus | Accelerated Vesting of Stock Options (1) | Restricted Stock Unit and Performance Share Vesting (2) | Other (3) | Total (4) | | James C. Clemmer | | | | | | | | Termination without Cause | $1,566,000 | $694,000 | $— | $— | $6,006 | $2,266,006 | | Death | $— | $— | $— | $1,383,258 | $— | $1,383,258 | | Disability | $— | $— | $— | $1,383,258 | $— | $1,383,258 | | Retirement | $— | $— | $— | $1,024,373 | $— | $1,024,373 | | Change in Control (No Termination) | $— | $— | $— | $— | $— | $— | | Change in Control + Qualified Termination | $3,132,000 | $694,000 | $— | $2,995,414 | $12,012 | $6,833,426 | | Stephen A. Trowbridge | | | | | | | | Termination without Cause | $441,334 | $— | $— | $— | $14,555 | $455,889 | | Death | $— | $— | $— | $344,679 | $— | $344,679 | | Disability | $— | $— | $— | $344,679 | $— | $344,679 | | Retirement | $— | $— | $— | $250,274 | $— | $250,274 | | Change in Control (No Termination) | $— | $— | $— | $— | $— | $— | | Change in Control + Qualified Termination | $1,092,302 | $240,476 | $— | $821,985 | $21,833 | $2,176,596 | | Chad T. Campbell | | | | | | | | Termination without Cause | $353,176 | $— | $— | $— | $20,426 | $373,602 | | Death | $— | $— | $— | $166,555 | $— | $166,555 | | Disability | $— | $— | $— | $166,555 | $— | $166,555 | | Retirement | $— | $— | $— | $122,962 | $— | $122,962 | | Change in Control (No Termination) | $— | $— | $— | $— | $— | $— | | Change in Control + Qualified Termination | $847,623 | $167,157 | $— | $364,529 | $30,639 | $1,409,948 | | Laura Piccinini | | | | | | | | Termination without Cause | $401,282 | $— | $— | $— | $1,924 | $403,206 | | Death | $— | $— | $— | $176,568 | $— | $176,568 | | Disability | $— | $— | $— | $176,568 | $— | $176,568 | | Retirement | $— | $— | $— | $118,791 | $— | $118,791 | | Change in Control (No Termination) | $— | $— | $— | $— | $— | $— | | Change in Control + Qualified Termination | $963,077 | $153,920 | $— | $422,694 | $2,886 | $1,542,577 | | Warren G. Nighan | | | | | | | | Termination without Cause | $392,700 | $— | $— | $— | $14,555 | $407,255 | | Death | $— | $— | $— | $146,208 | $— | $146,208 | | Disability | $— | $— | $— | $146,208 | $— | $146,208 | | Retirement | $— | $— | $— | $106,563 | $— | $106,563 | | Change in Control (No Termination) | $— | $— | $— | $— | $— | $— | | Change in Control + Qualified Termination | $883,575 | $157,790 | $— | $319,854 | $21,833 | $1,383,052 |

  53. Estimates of Potential Payments Upon Termination or Change in Control

    | (1) Amounts in the “Accelerated Vesting of Stock Options” column represent the value of the number of each named executive officer’s in-the-money stock option awards that would have been eligible for accelerated vesting upon a termination and/or change in control occurring on May 31, 2024, calculated by multiplying the number of shares underlying such in-the-money unvested stock options held by each named executive officer by the difference between that option’s exercise price and $6.31 (the closing price of our common stock on the last trading day of the fiscal year, May 31, 2024, as reported on Nasdaq). See the discussion above under “Potential Payments Upon Termination or Change in Control” for a description of the applicable vesting provisions. | | (2) Amounts in the “Restricted Stock Unit and Performance Share Vesting” column represent the value of the number of each named executive officer’s restricted stock units and performance share awards that would have been eligible for accelerated vesting upon a termination and/or change in control occurring on May 31, 2024, calculated by multiplying the number of such restricted stock units and target number of performance share awards by $6.31 (the closing price of our common stock on May 31, 2024, as reported on Nasdaq), with proration in the applicable circumstances. See the discussion above under “Potential Payments Upon Termination or Change in Control" for a description of the applicable vesting provisions. | | (3) Represents the estimated future cost of providing continuing Company-paid coverage under the Company's group health insurance plans for 12 months upon an involuntary termination or, if in connection with a Change in Control, for 18 months (24 months in the case of the CEO). | | (4) The totals shown here do not take into account the application of any “best-after-tax” cutback that may apply if an executive’s payments would otherwise be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. |

  54. Estimates of Potential Payments Upon Termination or Change in Control

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

  55. Pay Versus Performance

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

  56. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for the CEO (1) | Compensation Actually Paid to the CEO (3)(4) | Average Summary Compensation Table Total for Non-CEO NEOs (2) | Average Compensation Actually Paid to the Non-CEO NEOs (3)(4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (5) | Net Income (loss) (in thousands) (6) | Revenue (in thousands) (7) | | 2024 | $5,005,971 | $971,112 | $1,264,817 | $656,573 | $61.80 | $52.56 | $(184,350) | $303,914 | | 2023 | $3,983,690 | $(2,114,483) | $914,244 | $(45,199) | $92.65 | $69.71 | $(52,441) | $338,752 | | 2022 | $5,659,727 | $4,953,581 | $1,303,492 | $1,233,726 | $192.26 | $73.12 | $(26,547) | $316,219 | | 2021 | $4,045,913 | $13,883,392 | $1,029,527 | $2,868,533 | $226.44 | $124.10 | $(31,547) | $291,010 |

  57. Pay Versus Performance

    (1) Mr. Clemmer was the CEO for each of the fiscal years presented. (2) Non-CEO NEOs for fiscal year 2024 were Messrs. Trowbridge, Nighan, and Campbell and Mrs. Piccinini. Non-CEO NEOs for fiscal years 2023 and 2022 were Messrs. Trowbridge, Helsel, and Campbell and Mrs. Piccinini. Non-CEO NEOs for fiscal year 2021 were Messrs. Trowbridge, Helsel, Campbell and Nighan. (3) Subtractions from, and additions to, total compensation in the Summary Compensation Table ("SCT") by fiscal year to calculate Compensation Actually Paid ("CAP") are as follows:

  58. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | 2021 | | | | CEO | Average of Non-CEO NEOs | CEO | Average of Non-CEO NEOs | CEO | Average of Non-CEO NEOs | CEO | Average of Non-CEO NEOs | | Total Compensation from SCT | $5,005,971 | $1,264,817 | $3,983,690 | $914,244 | $5,659,727 | $1,303,492 | $4,045,913 | $1,029,527 | | Subtractions: | | | | | | | | | | SCT Value of Stock and Option Awards | $(3,399,217) | $(592,487) | $(3,000,774) | $(454,289) | $(4,147,712) | $(687,958) | $(2,137,451) | $(357,244) | | Adjustments: | | | | | | | | | | Unvested value at year end of equity granted during the covered fiscal year | $817,462 | $226,197 | $658,535 | $99,697 | $3,289,559 | $518,057 | $9,414,998 | $1,573,581 | | Change from prior year end in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year end | $(313,264) | $(42,700) | $(3,867,465) | $(612,420) | $(1,051,502) | $(189,282) | $2,574,779 | $561,569 | | Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal years for which vesting conditions were satisfied at the end of or during the covered fiscal year | $(1,139,840) | $(199,254) | $111,531 | $7,569 | $1,203,509 | $289,417 | $(14,847) | $61,100 | | Compensation Actually Paid | $971,112 | $656,573 | $(2,114,483) | $(45,199) | $4,953,581 | $1,233,726 | $13,883,392 | $2,868,533 |

  59. Pay Versus Performance

    (4) The fair value of each equity award was re-measured on each vesting date and/or year end, as applicable, in accordance with Accounting Standards Codification (ASC) Topic 718. The assumptions used in the valuation of each type of award are summarized below: •Restricted stock units: The fair value of restricted stock units was based on the Company's closing stock price on each measurement date. •Non-qualified stock options: The fair value of non-qualified stock options was determined using a Black-Scholes option pricing model. •Performance unit awards: Performance unit awards are subject to vesting based on the Company's level of attainment of performance targets, as well as a TSR modifier at the end of each performance period that can adjust the aggregate number of shares eligible to vest at the end of the three-year performance period. The fair value for performance unit awards was determined using a Monte Carlo simulation. (5) Total shareholder return (TSR) is determined based on the value of an initial fixed investment of $100 in common stock on May 31, 2020, assuming the reinvestment of the dividends. The TSR peer group comprises the RDG SmallCap Medical Devices Index. (6) Reflects the dollar amount of net income reported in our audited financial statements for the applicable fiscal year. (7) GAAP Revenue equals Net Revenue, so no reconciliations are required for fiscal years 2024, 2023, 2022, or 2021. See our 2024 Annual Report on Form 10-K for the year ended May 31, 2024.

  60. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The charts below describe the relationship between compensation actually paid to our CEO and other NEOs (as calculated in accordance with the SEC rules) in fiscal year 2021, 2022, 2023, and 2024 and (1) TSR of both the Company and the Company's peer group, (2) our net income and (3) our revenue.

  61. Pay Versus Performance: Graphical Description

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

  62. CEO Pay Ratio

    CEO Pay Ratio Information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO, Mr. Clemmer, for the fiscal year ended May 31, 2024 is set forth below: •the annual total compensation of our median employee was $111,747; and •the annual total compensation of Mr. Clemmer as reported in the “Total” column of the Summary Compensation Table in this Proxy Statement was $5,005,971. Based on this information, the ratio of Mr. Clemmer’s annual total compensation for the fiscal year ended May 31, 2024 to the annual total compensation of our median employee, as of such date, is approximately 45 to 1. The Company believes this ratio is a reasonable estimate based on AngioDynamics’ specific employee demographics and compensation and was calculated in accordance with applicable rules of the SEC. The pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. To identify our median employee, we calculated the annual taxable compensation for all employees of the Company (other than the CEO) for the fiscal year ended May 31, 2024. We believe that annual taxable compensation is a consistently applied compensation measure and appropriate for determining the median-paid employee. We annualized the compensation of all employees (excluding employees in temporary or seasonal positions) who were hired during our fiscal year ended May 31, 2024 but did not work for AngioDynamics for the entire fiscal year and converted any compensation paid to our international employees into U.S. Dollars.

  63. Director Compensation Table

    Director Compensation Table The following table sets forth the fees, awards and other compensation paid to or earned by our non-employee directors for the fiscal year ended May 31, 2024:

  64. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Howard W. Donnelly | 110,000 | 152,006 | 262,006 | | Wesley E. Johnson, Jr. | 82,802 | 152,006 | 234,808 | | Dennis S. Meteny | 80,208 | 152,006 | 232,214 | | Eileen Auen | 77,126 | 152,006 | 229,132 | | Jan Stern Reed | 73,104 | 152,006 | 225,110 | | Karen Licitra | 72,500 | 152,006 | 224,506 | | Michael Tarnoff | 62,953 | 152,006 | 214,959 | | Lorinda Burgess | 44,721 | 152,006 | 196,727 |

  65. Director Compensation Table

    | (1) Represents grant-date fair value based on FASB ASC 718. The assumption used in the valuation of such awards are discussed in Note 14 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the Fiscal Year ended May 31, 2024. As of May 31, 2024, each non-employee director did not have unvested restricted stock units. |

  66. Director Compensation Table

    Director Compensation Program During the Fiscal Year Ended May 31, 2024 For fiscal year 2024, following consultation with Meridian, the Nominating, Compliance and Corporate Governance Committee’s independent compensation consultant, we generally maintained compensation at the same level as fiscal year 2022. Directors (who are not our employees) received an annual retainer of $55,000. The Chairman of the Board of Directors received an additional annual retainer of $55,000. The Chairman of the Audit Committee received an additional annual retainer of $25,000, the Chairman of the Compensation Committee received an additional annual retainer of $17,500, and the Chairman of the Nominating, Compliance and Corporate Governance Committee received an additional annual retainer of $17,500. Members of the Audit Committee receive an additional annual retainer of $10,000, members of the Compensation Committee received an additional annual retainer of $7,500 and members of the Nominating, Compliance and Corporate Governance Committee received an additional retainer of $7,500. Directors who are not our employees also received an annual equity grant, wholly comprising restricted stock units, vesting one year from the grant date, with a grant-date fair value approximately equal to $152,000. On July 19, 2023, the Board of Directors approved granting restricted shares to our Non-Employee Directors with immediate vesting. We also reimburse directors who are not our employees for reasonable travel and other related expenses incurred to attend Board and Committee meetings. Directors who are our employees receive no additional compensation for their services as directors. Stock Ownership Guidelines for Board of Directors To further align the interests of our Board of Directors and shareholders, we maintain stock ownership guidelines for the Board of Directors. Under these guidelines, each member of our Board of Directors is required to hold shares equal in value to three times the director's base cash retainer. New members of the Board of Directors are allowed 36 months from the time they join the Board to acquire the required number of shares. Each member of our Board of Directors is currently in compliance with the applicable holding requirement.