Howard Donnelly
About Howard W. Donnelly
Independent, non‑executive Chairman of the Board at AngioDynamics (ANGO); age 64; director since 2004. He holds a B.S. and an M.B.A. from Bryant College and brings extensive med‑tech operating and M&A experience from Pfizer, Level 1, Concert Medical, HydroCision, and Bluefin Medical . The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure (dates) | Committees/Impact |
|---|---|---|---|
| Bluefin Medical | President & CEO | 2017–2019 | Led regional anesthesia technology; sold to a private European med‑tech company in 2019 |
| Concert Medical LLC | President | 2005–Mar 2018 | Interventional device manufacturer; acquired by Theragenics in Mar 2018 |
| HydroCision Inc. | President & CEO | 2010–2016 | Spine surgery/pain management devices |
| Level 1, Inc. (Smiths Group) | President | 1999–2002 | Medical device subsidiary leadership |
| Pfizer, Inc. | VP, Business Planning & Development, Medical Technology Group | 1997–1999 (employed 1990–1999) | Manufacturing/M&A leadership in med‑tech |
External Roles
| Organization | Role | Dates | Committees/Positions |
|---|---|---|---|
| HydroCision, Inc. | Director | Current | Board member |
| Vital Signs, Inc. | Director | 2002–2008 | Audit, Compensation, and Nominating & Governance Committees |
Board Governance
- Role: Independent, non‑executive Chairman; CEO and Chair roles are separated to reinforce oversight independence .
- Committee assignments: Not listed on standing committees; functions primarily through chair role and full Board leadership .
- Independence: One of seven independent directors on an eight‑member Board .
- Attendance: Each incumbent director attended >75% of Board and relevant committee meetings in FY2025 .
- Executive sessions: Independent directors regularly meet privately; Chairman presides .
- Risk oversight: Board and committees (Audit, Compensation, NCCGC) review enterprise risk; Audit met 8x, Compensation 4x, NCCGC 5x in FY2025 .
Fixed Compensation (Non‑Employee Director – FY2025)
| Component | Amount | Notes |
|---|---|---|
| Fees earned in cash | $116,522 | Reflects base retainer plus Board Chair premium and meeting/committee structure (Board: $65,000 retainer; Chair: +$55,000) |
| Equity grant (RSUs) – grant‑date fair value | $152,003 | Annual RSU grant; in 2025, restricted shares to non‑employee directors had immediate vesting (approved July 16, 2025) |
| Total | $268,525 | Sum of cash and equity |
Performance Compensation (Director Equity Structure)
| Equity Type | Grant Date | Vesting | Grant‑Date Fair Value |
|---|---|---|---|
| Restricted Shares/RSUs | July 16, 2025 | Immediate vesting for non‑employee directors in 2025; prior program used 1‑year vesting | $152,003 |
Directors do not have performance‑conditioned equity (no PSU metrics); equity is time‑based/immediately vesting in 2025, which reduces at‑risk alignment vs. performance‑linked awards .
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlock/Exposure |
|---|---|---|
| HydroCision, Inc. | Private (med‑tech) | No FY2025 related‑party transactions disclosed by ANGO ; standard related‑party approval policy in place |
| Vital Signs, Inc. (historical) | Historical public company | Past service; no current interlock; committee experience relevant |
Expertise & Qualifications
- Med‑tech manufacturing and business combinations; senior executive experience across Pfizer, Level 1, Concert Medical, HydroCision, Bluefin Medical .
- Governance and board leadership experience; currently serves as ANGO’s independent Chairman .
- Education: B.S., M.B.A., Bryant College .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Exercisable/Acquirable Within 60 Days | Notes |
|---|---|---|---|---|
| Howard W. Donnelly | 167,051 | ~0.41% (167,051 ÷ 41,076,119) | None disclosed (“—”) | Directors subject to stock ownership guideline of 3× cash retainer; all directors compliant |
| Policy flags | Hedging/Pledging prohibited (unless financially able to repay without pledged securities) | — | — | Insider Trading Policy bans hedging/pledging; reduces alignment risk |
Governance Assessment
- Strengths: Independent Chair structure; broad board independence (7/8 directors); regular executive sessions; robust risk oversight; >75% attendance; no FY2025 related‑party transactions; director stock ownership guidelines; hedging/pledging prohibitions .
- Compensation alignment signals: Director pay combines cash and equity; equity award immediately vested in 2025—this expedites ownership but reduces holding/retention risk versus longer vesting; board caps discretionary stock award value .
- Conflicts/Red flags: None disclosed for Donnelly in FY2025 (no Item 404 related‑party transactions) ; not named among late Section 16(a) filers in FY2025 . Immediate director equity vesting in 2025 is a mild alignment concern (less at‑risk duration) vs. prior 1‑year vesting .
Board‑Level Compensation, Policy & Shareholder Signals
- Compensation consultant independence and use (Meridian); no compensation committee interlocks or insider participation; all compensation committee members independent .
- Say‑on‑Pay (2024) approval: 91.9%, indicating strong investor support for executive pay approach .
- Clawback policies and prohibitions (hedging/pledging) bolster accountability .
Related Party Transactions & Compliance
- Related‑party transactions: None for FY2025 under Item 404 of Regulation S‑K .
- Related Person Transaction Policy requires Audit Committee pre‑approval/ratification; annual review of ongoing relationships .
- Section 16(a) compliance: Company disclosed certain late Forms 4 for specified officers; Donnelly not listed among late filers in FY2025 .
Insider Trades (Disclosure Snapshot)
| Item | FY2025 Status | Notes |
|---|---|---|
| Late Section 16(a) filings (Donnelly) | Not listed among late filers | Company reported late filings for certain executives; no mention of Donnelly |
| Form 4 trading detail | Not provided in proxy | Refer to SEC filings for transaction‑level detail (not part of DEF 14A) |
Committee Assignments, Chair Roles & Engagement (FY2025)
| Role | Assignment | Notes |
|---|---|---|
| Board Chair | Chair (Independent) | Sets agendas, presides over Board; separate from CEO |
| Audit Committee | Not listed | Audit chaired by W.E. Johnson Jr.; met 8x; all members independent/financially literate |
| Compensation Committee | Not listed | Chaired by E.O. Auen; met 4x; all members independent; no interlocks |
| Nominating, Compliance & Corporate Governance (NCCGC) | Not listed | Chaired by J.S. Reed; met 5x; independent membership; compliance oversight |
Director Compensation Mix & Ownership Alignment (FY2025)
- Mix: Cash $116,522 and equity $152,003 (immediately vested 2025 grant) .
- Ownership requirements: 3× base cash retainer within 36 months; all directors in compliance .
- Accountability: No hedging/pledging; clawbacks for executives; board caps discretionary stock award value .
Overall, Donnelly’s independent Chair role, long med‑tech operating track record, and lack of related‑party exposure support investor confidence. The 2025 shift to immediately vesting director equity modestly weakens long‑term at‑risk alignment compared to prior one‑year vesting, but ownership guidelines and independence mitigate concerns .