James Clemmer

About James Clemmer

James C. Clemmer is President and Chief Executive Officer of AngioDynamics and a director, serving since April 2016; he is age 61 and a graduate of the Massachusetts College of Liberal Arts . Under his leadership in FY2025, GAAP revenue was $292.5M (down 3.8% due to divestitures), with pro forma revenue up 8.1%, gross margin up 300 bps to 53.9%, and net loss improving to $34.0M; Company-reported TSR values over the last five fiscal years were 44.12 (2025), 61.80 (2024), 92.65 (2023), 192.26 (2022), 226.44 (2021) . His compensation program is heavily performance-based, with 67% of CEO target comp “at risk” in FY2025 and 50% of long-term incentives tied to multi-year performance share units (PSUs) with a TSR modifier .

Past Roles

External Roles

• No other current public company directorships disclosed for Mr. Clemmer in the latest proxy .

Fixed Compensation

Base salary increased from $783,000 to $810,400 effective Sep 1, 2024 (+3.5%) . Per the CEO employment agreement, he receives a $1,500/month car allowance and participates in standard executive benefit plans .

Performance Compensation

Annual Cash Incentive Plan (FY2025)

• CEO payout: 150% of target (equals 150% of base salary; $1,215,607) .

Long-Term Incentives (FY2025 design and 2025 grants)

PSU vesting outcomes: FY2023 PSU cycle (6/1/2022–5/31/2025) paid 0% due to cumulative revenue of $902.2M vs target; TSR served as a modifier to revenue outcomes; no shares vested for Mr. Clemmer .

Grant timing and structure: equity awards are generally granted shortly after earnings releases; the 2020 Plan includes a double-trigger CIC provision; no option repricing without shareholder approval .

Equity Ownership & Alignment

Outstanding awards snapshot (FY2025 year-end examples): Unexercised options span strike prices from $7.18–$26.49 with varying remaining terms; unvested RSUs include 105,811 (7/17/24) and 3,817 (7/19/24); target PSUs outstanding include 211,622 (7/19/24) and 184,361 (7/19/23) at target counts .

Employment Terms

Estimated potential payments (assuming event on May 31, 2025; stock at $10.20):

• Termination without cause: Severance $1,620,810; prorated bonus $571,000; total $2,197,761 .
• Change in control without termination: Option acceleration $787,234 .
• Change in control + qualified termination: Severance $3,241,620; prorated bonus $571,000; option acceleration $787,234; RSU/PSU vesting $6,879,594; total $11,491,350; double-trigger structure under plans .

Board Governance (Director Service, Committees, Independence)

• Board service: Director since 2016; Class I nominee for term through 2028 .
• Independence: Not independent (management director); no Board committee assignments .
• Board structure: Independent, non-executive Chairman (Howard W. Donnelly); CEO and Chair roles separated to reinforce oversight independence; executive sessions of independent directors held regularly .
• Director compensation: Employee directors receive no additional director pay .
• Director stock ownership guideline: 3x cash retainer within 36 months; all directors in compliance .

Compensation Peer Group & Say‑on‑Pay

• Performance peer group (for PSUs) includes a broad medtech set (e.g., Abbott, Baxter, BD, Boston Scientific, Stryker, Teleflex, Edwards, GE HealthCare, Medtronic, Zimmer Biomet, Penumbra, Insulet, etc.) used for relative TSR modifier calibration .
• Say‑on‑pay (2024): 91.9% approval; Committee maintained approach in FY2025 given strong shareholder support .

Performance & Track Record

Compensation Structure Analysis

• Mix and leverage: 67% of CEO target comp is variable/performance-based; LTI target equals 400% of base salary with 50% PSUs (3-year revenue with TSR modifier), 25% RSUs, 25% options—high equity sensitivity to execution and market outcomes .
• Short-term to long-term balance: FY2025 STIP paid at 150% on above-target Net Sales and EBITDA plus strategic execution; FY2023 PSUs paid 0%—a tangible pay-for-performance negative adjustment on long-term results .
• Governance protections: Double-trigger CIC in the 2020 plan; no option repricing without shareholder approval; clawback policy; hedging/pledging prohibited .

Equity Ownership & Alignment (Detail)

Employment Terms (Detailed CIC/Severance Table)

Investment Implications

• Pay-for-performance integrity: Zero payout on FY2023 PSUs and explicit 3-year revenue + TSR framework signal rigor; FY2025 STIP at 150% reflects execution momentum on pro forma growth, margin expansion, and milestones—supporting near-term confidence but maintaining long-term discipline .
• Alignment and retention: Heavy equity weighting (400% of salary) and multi-year vesting create meaningful retention hooks and alignment; ownership guidelines and anti-hedging/pledging enhance alignment; expect seasonal selling capacity around annual July vesting dates as RSUs/options vest 25% per year .
• Governance and dual-role considerations: Clemmer serves as CEO and director (not independent), but the company maintains an independent non-executive Chair and fully independent committees, mitigating combined-role risks; employee directors receive no additional fees .
• Downside and change-of-control economics: CIC + qualified termination would result in an estimated $11.5M package including equity acceleration; while market-standard double-trigger mitigates windfall risk absent termination, investors should monitor future equity grant sizing versus performance delivery .
• Shareholder support and peer calibration: Strong say‑on‑pay support (91.9%) and a robust medtech peer set underpin program credibility; continued delivery on Med Tech growth, NanoKnife reimbursement catalysts, and operating leverage are key to realizing PSU value and sustaining favorable investor sentiment .