Form 4: AngioDynamics EVP and CFO Stephen Trowbridge Granted Significant Equity Awards

AngioDynamics' Executive Vice President and Chief Financial Officer, Stephen A. Trowbridge, was granted 86,997 restricted stock units and 86,997 performance rights, aligning his compensation with future company performance.

Summary

• Stephen A. Trowbridge, EVP and CFO of AngioDynamics, Inc. (ANGO), was granted equity awards on July 16, 2025.
• The awards include 86,997 restricted stock units (RSUs) and 86,997 performance rights.
• Each RSU represents a contingent right to receive one share of Common Stock. These RSUs will vest in four equal annual installments, with 25% vesting on July 16, 2026, 2027, 2028, and 2029.
• Each performance right also represents a contingent right to receive one share of Common Stock. The number of shares earned will range from 0% to 200% of the target, based on AngioDynamics' total shareholder return (TSR) relative to a peer group over a three-year performance period.
• A potential upward or downward 20% adjustment on the calculated achievement based on TSR relative to a peer group could result in a total potential payout of up to 240% of the target number for performance rights.
• Any shares from performance rights that do not vest at the end of the performance period will be forfeited.
• Following these transactions, Stephen A. Trowbridge will beneficially own 259,708 shares of Common Stock (including the RSUs) and 86,997 performance rights.

Sentiment

Score: 7

Explanation: The grant of significant equity awards to a key executive like the CFO is generally a positive signal, as it aligns management's long-term interests with those of shareholders through performance-based incentives and retention mechanisms. While it introduces potential future dilution, the overall sentiment is positive due to enhanced alignment.

Positives

• The grant of restricted stock units and performance rights aligns the executive's interests with long-term shareholder value creation.
• Performance rights are tied to Total Shareholder Return (TSR) relative to a peer group, incentivizing competitive performance.
• The multi-year vesting schedule for RSUs promotes executive retention and sustained commitment.

Negatives

• The grant of new equity awards can lead to potential future share dilution for existing shareholders when the units vest and convert to common stock.
• The value of the awards is contingent on future stock price performance and achievement of performance metrics, meaning the actual realized value could be lower than the target.

Risks

• The value of the restricted stock units and performance rights is subject to the future market price of AngioDynamics, Inc. common stock.
• Performance rights may not vest or may vest at a lower percentage if the company's Total Shareholder Return (TSR) does not meet the specified targets relative to its peer group over the three-year performance period.
• Shares associated with performance rights that do not vest will be forfeited.

Future Outlook

The document outlines future vesting schedules for restricted stock units through July 2029 and a three-year performance period for performance rights, indicating a long-term incentive structure tied to future company performance and shareholder returns.

Industry Context

This Form 4 details an executive equity compensation grant, a standard practice across various industries to align management incentives with shareholder interests. The use of Total Shareholder Return (TSR) relative to a peer group is a common metric in executive compensation plans within the medical technology and broader healthcare sectors to ensure competitive performance.

Comparison to Industry Standards

• The grant of restricted stock units (RSUs) and performance rights is a common form of long-term incentive compensation for executives in publicly traded companies, including those in the medical device and healthcare industries.
• Tying performance rights to Total Shareholder Return (TSR) relative to a peer group is a widely adopted best practice in executive compensation, aiming to incentivize outperformance against competitors.
• The multi-year vesting schedule for RSUs (four equal annual installments) is typical for promoting executive retention and long-term commitment, comparable to practices at companies like Medtronic, Boston Scientific, or Stryker, which also utilize similar equity-based incentive structures for their senior leadership.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential future dilution from the vesting of restricted stock units and performance rights. However, the performance-based nature of the awards aims to incentivize value creation, potentially benefiting shareholders through improved company performance.
• Executive (Stephen A. Trowbridge): Receives significant long-term incentive compensation, aligning his financial interests with the company's long-term success and shareholder returns.

Next Steps

• Vesting of restricted stock units in four annual installments beginning July 16, 2026.
• Assessment of performance rights based on Total Shareholder Return (TSR) relative to a peer group over a three-year performance period.

Key Dates

Keywords

AngioDynamics, ANGO, Stephen Trowbridge, EVP, CFO, SEC Form 4, insider transaction, restricted stock units, performance rights, equity compensation, executive compensation, stock grant, total shareholder return, TSR, vesting, corporate governance