Jan Stern Reed
About Jan Stern Reed
Independent director of AngioDynamics (ANGO) since 2016; age 65. Former Senior Vice President, General Counsel and Corporate Secretary at Walgreens Boots Alliance (2013–2016). Education: B.A. (honors) Psychology, University of Michigan; J.D., Northwestern University School of Law. Core credentials: global legal and corporate governance leadership, risk management, healthcare regulatory and compliance, manufacturing, M&A, and talent development; currently chairs AngioDynamics’ Nominating, Compliance & Corporate Governance Committee and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens Boots Alliance, Inc. | Senior Vice President; General Counsel and Corporate Secretary (since 2015) | 2013–2016 | Led global legal, governance, and regulatory matters for >$115B revenue enterprise during tenure . |
| Solo Cup Company | EVP Human Resources; General Counsel; Corporate Secretary | Seven years prior to 2013 (years not further disclosed) | Combined HR and legal leadership through corporate change; governance oversight . |
| Baxter International Inc. | Associate General Counsel; Corporate Secretary; Chief Governance Officer | Prior to Solo Cup (years not disclosed) | Corporate governance and legal leadership in diversified healthcare . |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Stepan Company (NYSE: SCL) | Director | Current | Not disclosed in ANGO proxy . |
| AVITA Medical, Inc. (NASDAQ: RCEL; ASX: AVH) | Director | Current | Not disclosed in ANGO proxy . |
Board Governance
- Independence: Board determined Ms. Reed is independent under Nasdaq standards; 7 of 8 directors independent; all committees are fully independent .
- Committee assignments (FY2025): Audit Committee member; Chair, Nominating, Compliance & Corporate Governance Committee (NCCGC) .
- Attendance: Board met 4 times; each incumbent director attended >75% of Board and committee meetings for which they served. Audit Committee met 8 times and NCCGC met 5 times with all members attending all meetings .
- Leadership/structure: Independent, non-executive Chair of the Board; regular executive sessions of independent directors .
- Director stock ownership guidelines: Directors must hold ≥3x annual cash retainer within 36 months; the Company states all directors are in compliance .
- Hedging/pledging: Directors are prohibited from hedging and from holding or pledging Company stock in margin accounts (unless financially independent of pledge) .
Fixed Compensation (Director)
| Component | Program Level | FY2025 Actual (Reed) |
|---|---|---|
| Annual cash retainer (director) | $65,000 [program] | Included in actual cash below |
| Audit Committee member retainer | $10,000 [program] | Included in actual cash below |
| NCCGC Chair retainer | $17,500 [program] | Included in actual cash below |
| Total cash fees | — | $89,022 (fees earned/paid in cash) |
| Notes | Director program maintained at FY2022 levels in FY2025 | Confirmed in program disclosure |
- Interpretation: Based on program levels (base $65k + NCCGC Chair $17.5k + Audit member $10k), structural cash would be $92.5k vs. actual $89,022, reflecting timing/proration/other program mechanics; no meeting fees are paid under the disclosed program .
Performance Compensation (Director Equity)
| Equity Element | Grant Date | Structure | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director equity (RSUs/restricted shares) | July 16, 2025 | Annual equity grant to non-employee directors | ~$152,003 (per director) | Board approved grants with immediate vesting on 7/16/2025 (normally one-year vesting per program) |
| Reed – Stock Awards | FY2025 | Included within the annual grant | $152,003 | Immediate vesting for 2025 grants per Board approval |
- Directors do not receive performance-based equity; grants are time-based and, for 2025, were immediately vested upon grant approval .
- Director compensation mix (FY2025, Reed): Cash $89,022 (36.9%), Equity $152,003 (63.1%), Total $241,025 .
Performance Compensation (Company oversight context)
Board compensation committee oversight emphasizes pay-for-performance for executives; this informs director oversight quality. FY2025 short-term incentive metrics and outcomes (for NEOs) were as follows :
| Metric | Target | Actual | Achievement | Weight | Payout (% of target) |
|---|---|---|---|---|---|
| Net Sales (pro forma, adjusted for divestitures) | $288.2M | $292.5M | 102% | 50% | 60% |
| Adjusted EBITDA | $1.2M | $4.2M | 633% | 30% | 60% |
| Corporate objectives (AlphaVac PE full release; NanoKnife Prostate launch plan; international commercialization; manufacturing move) | Qualitative | Achieved target expectations | 150% | 20% | 30% |
- Shareholder support: Say-on-Pay 2024 approval ~91.9% of votes cast, reinforcing alignment with investors .
Other Directorships & Interlocks
| Company | Potential Interlock/Exposure | Notes |
|---|---|---|
| Stepan Company (SCL) | Cross-board ties | Independent directorship; no ANGO related-party transactions reported in FY2025 . |
| AVITA Medical, Inc. (RCEL; AVH) | Sector adjacency (healthcare) | Independent directorship; no ANGO related-party transactions reported in FY2025 . |
- Compensation Committee Interlocks: None reported for FY2025 (no ANGO executive served on another company’s comp committee and vice versa) .
- Related party transactions: None under Item 404 for FY2025 .
Expertise & Qualifications
- Legal, governance, and compliance leadership across large-cap healthcare and manufacturing (Walgreens Boots Alliance, Baxter) and private consumer manufacturing (Solo Cup) .
- Financial literacy (serves on ANGO Audit Committee); Audit Committee members are confirmed financially literate under Nasdaq .
- Board leadership: Chair of NCCGC; oversees board composition, governance practices, compliance, and board/committee evaluations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Acquirable within 60 days | Notes |
|---|---|---|---|---|
| Jan Stern Reed | 130,034 | * (<1%) | 25,000 | Based on 41,076,119 shares outstanding as of 9/18/2025 . |
- Director ownership guidelines: ≥3x annual cash retainer within 36 months; company states all directors are in compliance .
- Hedging/pledging: Prohibited, enhancing alignment and risk control .
- Section 16 compliance: Company reports late Forms 4 for certain insiders (not including Reed) in FY2025; otherwise compliant .
Governance Assessment
Strengths
- Independent director with deep legal/governance expertise, chairs NCCGC and sits on Audit; strong fit for oversight of compliance, risk, and board processes .
- Attendance and engagement: 100% committee attendance by all members; Board attendance threshold exceeded; attended annual meeting as part of full Board attendance in 2024 .
- Ownership alignment: Equity component ~63% of total director pay; directors subject to stock ownership guidelines with reported compliance; hedging/pledging prohibited .
- No related-party transactions; strong governance framework and independent Chair structure .
Watch items
- Immediate vesting of FY2025 director equity (versus typical one-year vest) reduces retention incentive; however, it is a one-year program decision disclosed by the Board .
- Multiple external public boards (Stepan, AVITA) add time commitments; no related party conflicts disclosed for FY2025 .
RED FLAGS
- None disclosed specific to Reed: no related-party transactions; no hedging/pledging; no Section 16 reporting issues noted for Reed .