Eileen Auen
About Eileen O. Auen
Independent director at AngioDynamics since 2016; age 62. Executive Chair of Point32Health (served as Interim CEO Sep 2024–Jun 2025). Prior roles include Executive Chair of Helios (formed from PMSI/Progressive Medical), Chairman & CEO of PMSI, Head of Healthcare Management at Aetna, and CEO of APS Healthcare. Education: B.S. in Economics & Finance (Towson University) and MBA (UVA Darden). She chairs the Compensation Committee and serves on the Nominating, Compliance & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helios (PMSI + Progressive Medical) | Executive Chair | Formed 2013 (prior to Point32Health role) | Oversight of healthcare services integration and operations |
| PMSI, Inc. | Chairman & CEO | Prior to Helios merger | Led payer-focused healthcare services; CEO experience cited by Board |
| Aetna | Head of Healthcare Management | Prior | Payment/benefit structures expertise; relevant to healthcare payment environment |
| APS Healthcare | Chief Executive Officer | Prior | Healthcare operations leadership |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Point32Health | Executive Chair; Interim CEO (Sep 2024–Jun 2025) | Current | Non-public health insurer (payer) |
| Axia Women’s Health | Lead Operating Director | Current | Private healthcare services |
| MedRisk | Director | Current | Private physical medicine company |
| ICF (Nasdaq: ICFI) | Director; Lead Director | 2008–2021 (Lead Director 2016–2021) | Public company; governance leadership |
| MedStar Union Memorial Hospital | Director | 2014–2021 | Non-profit health system board |
| Towson University Foundation | Board member | Prior | Academic foundation |
Board Governance
- Classification and tenure: Classified board (three classes); Auen is a Class II director whose term expires at the 2026 annual meeting; director since 2016 and independent under Nasdaq standards .
- Committee assignments: Chair, Compensation Committee; Member, Nominating, Compliance & Corporate Governance (NCCGC). Both committees comprised solely of independent directors in FY2025 .
- Committee activity and attendance: Compensation Committee met 4 times in FY2025; NCCGC met 5 times—Auen and all members attended all meetings (in person or telephonically). The Board held 4 meetings; each incumbent director attended >75% of Board and committee meetings for which they were members .
- Governance practices: Independent non-executive Chair (Howard Donnelly); regular executive sessions of independent directors; stock ownership requirements for directors; clawback policy for executives; hedging/pledging restrictions .
- Independence and conflicts: Board determined Auen is independent; no related party transactions under Item 404 occurred in FY2025; Compensation Committee reported no interlocks .
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Non-employee director) | 65,000 | Standard FY2025 director cash retainer |
| Compensation Committee Chair retainer | 17,500 | Additional annual retainer for CC Chair |
| NCCGC member retainer | 7,500 | Additional annual retainer for NCCGC membership |
| Total cash actually paid to Auen | 86,522 | As disclosed in Director Compensation Table |
Director cash structure maintained at FY2022 levels; no meeting fees disclosed; reasonable expenses reimbursed .
Performance Compensation
| Equity Element | Grant Date | Instrument | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual director equity grant | FY2025 | RSUs | ~152,000 | RSUs vest one year from grant date (policy). On July 16, 2025, Board approved granting restricted shares to Non-Employee Directors with immediate vesting . |
| Stock awards to Auen (FY2025) | FY2025 | RSUs/Restricted shares | 152,003 | As-reported fair value; no unvested RSUs outstanding for non-employee directors at 5/31/2025 . |
No director performance metrics are tied to director equity awards; equity is time-based. Performance metrics (TSR vs RDG SmallCap Medical Devices Index, EBITDA, EPS, Revenue) apply to NEO pay-for-performance and not to director compensation .
Other Directorships & Interlocks
| Company | Relationship to ANGO | Potential Interlock/Conflict |
|---|---|---|
| Point32Health (payer) | Healthcare payer; could be indirect ecosystem participant | No related-party transactions disclosed; Board affirms independence . |
| Axia Women’s Health; MedRisk | Healthcare services | No ANGO disclosed transactions; independence affirmed . |
| ICF (public) | Prior public board role | Historical role; no current interlock with ANGO disclosed . |
Compensation Committee Interlocks: None—no ANGO executive served on boards/comp committees of companies employing ANGO comp committee members in FY2025 .
Expertise & Qualifications
- Healthcare services and payer expertise (PMSI, Aetna, APS Healthcare, Helios, Point32Health), with deep understanding of payment environment—a perspective the Board values for finance, operations, risk oversight, and corporate governance .
- Governance leadership (Lead Director at ICF 2016–2021); extensive executive decision-making credentials .
- Financial literacy and MBA training (UVA Darden); economics/finance background (Towson) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares (Auen) | 129,718 | As of Sep 18, 2025 |
| Shares outstanding (ANGO) | 41,076,119 | As of Sep 18, 2025 |
| Ownership % of Auen | ≈0.32% | 129,718 / 41,076,119; “no director or executive officer beneficially owned >1%” |
| May be acquired within 60 days | 25,000 | Likely options or time-based awards—eligible within 60 days |
| Unvested RSUs at 5/31/2025 | None | For non-employee directors |
| Director ownership guideline | 3× annual cash retainer | All directors currently in compliance |
| Hedging/pledging | Prohibited (with narrow pledge exception) | Hedging banned; pledging discouraged unless independent capacity to repay demonstrated |
Governance Assessment
-
Positive signals
- Independent director with strong healthcare payer/services expertise; chairs Compensation Committee—clear governance role and oversight of executive pay .
- Attendance and engagement: 100% committee meeting attendance; Board-wide >75% attendance; regular executive sessions strengthen oversight .
- Ownership alignment: Material personal stake (≈0.32%); all directors compliant with 3× retainer stock ownership guideline; hedging/pledging restrictions in place .
- Investor support: 2025 say‑on‑pay approved (28,357,782 for; 2,057,982 against; 18,842 abstentions; 5,462,943 broker non‑votes)—indicative of confidence in pay governance overseen by the committee .
- Conflicts: No related‑party transactions in FY2025; Compensation Committee reports no interlocks .
-
Watch items
- Immediate vesting of 2025 restricted share grants to non‑employee directors (approved July 16, 2025) reduces holding risk vs. one‑year RSU vesting; monitor ongoing equity design and retention alignment .
- Multiple external roles (Point32Health, Axia Women’s Health, MedRisk) demand continued monitoring for time commitments; Board’s attendance disclosures mitigate near‑term concerns .
-
RED FLAGS
- None disclosed regarding related‑party transactions, hedging/pledging, committee interlocks, or low attendance in FY2025 .
Director Compensation (FY2025)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Eileen O. Auen | 86,522 | 152,003 | 238,525 |
Structure: Cash retainers (base $65,000; CC Chair +$17,500; NCCGC member +$7,500), plus annual equity (~$152,000 grant-date fair value). FY2025 levels maintained vs FY2022; July 16, 2025 restricted share grants vested immediately .
Committee Responsibilities Snapshot
- Compensation Committee (Chair: Auen): CEO/NEO compensation objectives, performance reviews, plan administration; 4 meetings, all attended; members independent .
- Nominating, Compliance & Corporate Governance Committee (member: Auen): Director recruitment, compliance oversight; 5 meetings, all attended; members independent .
Say‑on‑Pay & Shareholder Feedback (2025 Meeting)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Directors (J. Clemmer) | 29,634,152 | 800,454 | — | 5,462,943 |
| Elect Directors (M. Tarnoff) | 29,245,896 | 1,188,710 | — | 5,462,943 |
| Ratify Auditor (Deloitte) | 35,727,186 | 156,899 | 13,464 | — |
| Say‑on‑Pay (Advisory) | 28,357,782 | 2,057,982 | 18,842 | 5,462,943 |
Strong support for executive compensation indicates confidence in Compensation Committee oversight led by Auen .
Related Party & Conflict Review
- Related party transactions: None reportable under Item 404 for FY2025 .
- Hedging/pledging: Prohibited by policy; pledge allowed only with demonstrable ability to repay without resorting to pledged securities .
- Committee interlocks: None during FY2025 .
Committee Memberships (as of Sep 18, 2025)
| Name | Independent | Board | Audit | Compensation | NCCGC |
|---|---|---|---|---|---|
| Eileen O. Auen | Y | Member | — | Chair | Member |
All Board committees composed exclusively of independent directors .