Form 4: AngioDynamics Executive Warren Nighan Jr. Receives Significant Equity Grants

AngioDynamics, Inc. SVP Quality and Regulatory, Warren Nighan Jr., was granted 29,349 restricted stock units and 29,349 performance rights, aligning executive incentives with long-term shareholder value.

Summary

• Warren Nighan Jr., SVP Quality and Regulatory at AngioDynamics, Inc. (ANGO), acquired 29,349 shares of common stock in the form of restricted stock units (RSUs) on July 16, 2025.
• These RSUs are scheduled to vest in four equal annual installments, with 25% vesting on July 16, 2026, 2027, 2028, and 2029.
• Additionally, Nighan Jr. was granted 29,349 performance rights on July 16, 2025, each representing a contingent right to receive one share of common stock.
• The payout for performance rights ranges from 0% to 200% of the target number, based on total shareholder return relative to a peer group over a three-year performance period, with a potential upward or downward 20% adjustment (for a total potential payout of up to 240% of the target number).
• Following these transactions, Nighan Jr. beneficially owns 71,166 shares of common stock directly and 29,349 derivative performance rights directly.

Sentiment

Score: 7

Explanation: The document details routine executive equity compensation, which is generally positive as it aligns management incentives with shareholder interests. No negative information is present.

Positives

• The grant of restricted stock units and performance rights aligns the executive's interests with long-term shareholder value.
• Performance rights are tied to Total Shareholder Return (TSR) relative to a peer group, incentivizing strong company performance.
• The potential payout of up to 240% for performance rights offers significant upside for the executive if the company performs exceptionally well.

Negatives

• No specific negatives are identified in this filing, as it primarily details executive compensation.

Risks

• The value of the equity grants is subject to the future performance of AngioDynamics' stock price and its total shareholder return relative to its peer group.
• Shares from performance rights may be forfeited if performance targets are not met.

Future Outlook

The performance rights are tied to a three-year performance period, indicating a focus on long-term total shareholder return relative to a peer group, aligning executive incentives with future company performance.

Management Comments

• The acquisition of 29,349 shares of common stock represents 29,349 restricted stock units, each of which represents a contingent right to receive one share of Common Stock. These restricted stock units vest in four equal annual installments beginning on July 16, 2026, such that 25% of the restricted stock units will vest on each of July 16, 2026, 2027, 2028 and 2029.
• Each performance right represents a contingent right to receive one share of Common Stock. The target number of shares of Common Stock is set forth in columns 5 and 7 of Table II. Between 0% and 200% of the target number will be earned based on total shareholder return relative to a peer group of companies over a three-year performance period (with a potential upward or downward 20% adjustment on the calculated achievement based on total shareholder return relative to a peer group of companies over a three-year performance period (for a total potential payout of up to 240% of the target number in the aggregate)) in accordance with performance metrics as determined by the compensation committee. Any shares that do not vest at the end of the performance period will be forfeited.

Industry Context

This type of equity grant, comprising restricted stock units and performance-based awards, is a common practice in the medical technology and broader corporate sectors. It serves to incentivize executive performance and align their interests with shareholders, reflecting a standard approach to executive compensation in publicly traded companies.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) with multi-year vesting schedules is a standard practice for executive retention and long-term incentive compensation across various industries, including medical technology.
• Performance-based equity awards tied to Total Shareholder Return (TSR) relative to a peer group are also a common and well-regarded mechanism to link executive pay directly to company performance and shareholder value creation, comparable to practices at companies like Medtronic, Boston Scientific, or Stryker, which often utilize similar long-term incentive structures.
• The potential payout range of 0% to 240% of target for performance rights is within the typical range for such awards, designed to reward exceptional performance while penalizing underperformance.

Corporate Governance

Stakeholder Impact

• Shareholders: The equity grants align executive incentives with shareholder value creation, potentially leading to better long-term performance.
• Management: Warren Nighan Jr. receives significant long-term equity incentives, tying his compensation to company performance.

Next Steps

• Vesting of restricted stock units on July 16, 2026, 2027, 2028, and 2029.
• Assessment of performance rights payout based on total shareholder return relative to a peer group over a three-year performance period.

Key Dates

Keywords

AngioDynamics, ANGO, SEC Form 4, Restricted Stock Units, RSUs, Performance Rights, Equity Compensation, Executive Compensation, Insider Trading, Beneficial Ownership, Corporate Governance