Karen Licitra
About Karen Licitra
Independent director at AngioDynamics since July 2019; former senior Johnson & Johnson executive with extensive global medical devices leadership experience (Ethicon Endo‑Surgery President; Worldwide Franchise/Company Group Chairman; Worldwide Chairman, Global Medical Solutions; Corporate VP, Worldwide Government Affairs & Policy) . Age 66 in the 2025 proxy (65 in 2024) . Education: B.S. in Commerce, Rider College . Current Board roles: Audit Committee member, Compensation Committee member, and Nominating, Compliance & Corporate Governance Committee (NCCGC) member; independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Corporate Vice President, Worldwide Government Affairs & Policy | Jan 2014 – Aug 2015 | Senior policy leadership for diversified medtech/pharma/consumer company . |
| Johnson & Johnson | Worldwide Chairman, Global Medical Solutions | Dec 2011 – Dec 2013 | Global business leadership; relevant to diversified med device strategy . |
| Ethicon Endo‑Surgery (J&J) | Company Group/Worldwide Franchise Chairman | Jul 2002 – Nov 2011 | Large-scale operating leadership; brings industry/strategic insight . |
| Ethicon Endo‑Surgery (J&J) | President | Jan 2001 – Jun 2002 | Operating leadership . |
Director qualification summary: Brings business and industry experience and insight on global, industry and strategic issues faced by a diversified medical device manufacturer .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SI‑BONE, Inc. (public) | Director; Compensation Committee member | Jun 2015 – Jun 2021 | Medtech board experience; comp oversight . |
| Novadaq Technologies Inc. (public; acquired by Stryker in 2017) | Director | Until 2017 | Fluorescence imaging medtech board experience; ended at acquisition . |
Board Governance
- Committee assignments and chair roles (as of Sept 18–19, 2025): Member – Audit Committee (AC), Compensation Committee (CC), and NCCGC; not a chair . 2024 committee roster also shows membership in AC, CC, NCCGC .
- Independence: Board determined Compensation Committee members (including Licitra) are independent under Nasdaq standards in FY2024 and FY2025 . All Audit Committee members independent; AC chaired by Wesley E. Johnson; Licitra is a member .
- Attendance/engagement:
- Compensation Committee met 5x in FY2024 and 4x in FY2025; all meetings attended by all then‑serving members .
- Audit Committee met 8x in FY2025; all meetings attended by all members .
- Board structure context: Classified (staggered) board with three classes . Independent non‑executive Chairman; independent directors meet in executive session .
Fixed Compensation (Director)
| Item | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer (standard program) | $55,000 | $65,000 |
| Committee member retainers (standard) | AC member: $10,000; CC member: $7,500; NCCGC member: $7,500 | AC member: $10,000; CC member: $7,500; NCCGC member: $7,500 |
| Committee chair retainers (for reference) | AC Chair: $25,000; CC Chair: $17,500; NCCGC Chair: $17,500 | AC Chair: $25,000; CC Chair: $17,500; NCCGC Chair: $17,500 |
| Licitra – Fees earned in cash (actual) | $72,500 | $79,022 |
Notes: Directors are reimbursed reasonable travel/related expenses .
Performance Compensation (Director)
| Fiscal Year | Equity Vehicle | Grant-Date Fair Value | Vesting Terms | Grant Approval Date |
|---|---|---|---|---|
| FY2024 | RSUs | $152,006 | Annual equity grant wholly in RSUs; Board approved director restricted share grants with immediate vesting on Jul 19, 2023 | Jul 19, 2023 |
| FY2025 | RSUs | $152,003 | Annual equity grant wholly in RSUs; Board approved director restricted share grants with immediate vesting on Jul 16, 2025 | Jul 16, 2025 |
Additional observations:
- As of May 31, 2024 and May 31, 2025, each non‑employee director had no unvested RSUs outstanding, consistent with immediate vesting .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| SI‑BONE, Inc. | Public medtech | Director; Compensation Committee member (2015–2021) | No interlocks with ANGO disclosed; Compensation Committee interlocks section reports none involving ANGO committee members in FY2024–FY2025 . |
| Novadaq Technologies Inc. | Public medtech (acquired 2017) | Director until 2017 | No current interlock with ANGO disclosed . |
Expertise & Qualifications
- Senior operating and policy experience across J&J/Ethicon businesses; brings global med device commercialization and regulatory/policy perspective .
- Service on SI‑BONE Compensation Committee adds director‑level compensation oversight expertise .
- Financial literacy affirmed by Board for all Audit Committee members (Licitra is an AC member) .
- Education: B.S. in Commerce (Rider College) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Options/RSUs Acquirable Within 60 Days |
|---|---|---|---|
| Sept 19, 2024 | 72,760 | <1% (company notes no director >1%) | — (no amount shown for Licitra) |
| Sept 18, 2025 | 90,453 | <1% (company notes no director >1%) | — (no amount shown for Licitra) |
- Board stock ownership guidelines for directors: required to hold shares equal to 3x base cash retainer within 36 months; all directors currently in compliance .
- Hedging and pledging prohibited by Insider Trading Policy .
Governance Assessment
- Board effectiveness and engagement: Strong committee engagement—full attendance on Compensation Committee in FY2024–FY2025 and on Audit Committee in FY2025; Licitra serves on three key committees (AC, CC, NCCGC), indicating high engagement and governance breadth .
- Independence and conflicts: Independent under Nasdaq standards; Compensation Committee interlocks section reports no interlocks or insider participation in FY2024–FY2025, reducing conflict risk .
- Compensation alignment signals:
- Cash/equity mix: Standard program sets meaningful equity component (~$152k/year) alongside cash retainers; equity is time‑based and immediately vests, which lowers retention “hold” vs. deferred units, but ownership guidelines (3x retainer) partially mitigate by requiring ongoing shareholding .
- Year-over-year: Base cash retainer increased from $55k to $65k in FY2025; equity grant value remained ~flat, modestly increasing cash weighting .
- Risk indicators:
- Positive: Hedging/pledging prohibited; director ownership guidelines in place and in compliance; full committee attendance .
- Potential concern: Classified board structure (staggered terms) can constrain shareholder influence on board refreshment; not specific to Licitra but relevant to governance profile .
- Related‑party exposure: Company maintains a Related Person Transaction Policy overseen by the Audit Committee; the cited proxy sections reviewed do not identify a related‑person transaction involving Ms. Licitra .
Overall: Licitra brings deep medtech operating and policy expertise and is actively engaged across AC/CC/NCCGC with full committee attendance. Compensation is conventional for small‑cap medtech boards; immediate vesting of director equity reduces deferral but ownership guidelines enforce alignment. No independence or interlock concerns surfaced in FY2024–FY2025 disclosures; hedging/pledging bans and committee independence support investor confidence .