Michael Tarnoff
About Michael E. Tarnoff, MD
Independent director at AngioDynamics since 2019; age 57 as of the 2025 proxy record date . Former President & CEO of Tufts Medical Center and Tufts Children’s Hospital (June 2021–March 2024; preceded by nine months interim) . Prior roles include Chief Medical Officer at Medtronic (Jan 2015–Aug 2019) and at Covidien (2008–2015) . Education: BA in psychology (Washington University in St. Louis), MD and General Surgery residency (University of Medicine and Dentistry of New Jersey), fellowship in Advanced Minimally Invasive Surgery (Cleveland Clinic) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tufts Medical Center & Tufts Children’s Hospital | President & CEO | Jun 2021–Mar 2024 (interim for prior 9 months) | Led hospital administration; deep healthcare system expertise |
| Medtronic | Chief Medical Officer | Jan 2015–Aug 2019 | Device strategy/clinical affairs leadership |
| Covidien plc | Chief Medical Officer & SVP Medical Affairs | 2008–2015 | Oversaw medical affairs prior to Medtronic acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AVITA Medical, Inc. (NASDAQ: RCEL) | Director | Current | Interlock exists with fellow ANGO director Jan Stern Reed, who also serves on AVITA’s board |
| Aspen Surgical | Director | Current | Private company board |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating, Compliance and Corporate Governance Committee (NCCGC) .
- Independence: Board determined Tarnoff is independent under Nasdaq standards; 7 of 8 directors are independent and all committees are fully independent .
- Attendance: FY2025—Board held 4 meetings; each incumbent director attended >75% of Board and committee meetings . Compensation Committee met 4 times with all members attending ; NCCGC met 5 times with all members attending .
- Leadership structure: Independent, non-executive Chairman; regular executive sessions of independent directors without management .
- Election signal: Re-elected as Class I director on Nov 10, 2025 with 29,245,896 votes for, 1,188,710 withheld; broker non-votes 5,462,943 .
Fixed Compensation (Director)
| Component | FY2025 Program Terms | Tarnoff FY2025 Actual | Notes |
|---|---|---|---|
| Annual cash retainer | $65,000 | $76,522 | Actual includes committee member fees |
| Committee member fees | Audit: $10,000; Compensation: $7,500; NCCGC: $7,500 | Included in cash total | Tarnoff serves on Compensation and NCCGC |
| Chair premiums | Board Chair: $55,000; Audit Chair: $25,000; Compensation Chair: $17,500; NCCGC Chair: $17,500 | N/A (not a chair) |
Performance Compensation (Director)
| Grant Type | Grant Date | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted stock units/shares | Jul 16, 2025 | $152,003 | Board approved restricted shares to non-employee directors with immediate vesting | None disclosed for director grants (time-based) |
Other Directorships & Interlocks
- AVITA Medical (public): Tarnoff director ; Jan Stern Reed (fellow ANGO director) also AVITA director—interlock enhances potential information flow; monitor for conflicts if ANGO/AVITA strategic dealings arise .
- Aspen Surgical (private): Tarnoff director .
Expertise & Qualifications
- Clinical and hospital administration expertise, including tenure as President/CEO of Tufts Medical Center; deep knowledge of U.S. healthcare system and patient care .
- Extensive device industry experience as CMO at Medtronic and Covidien; strategic and clinical affairs background .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Shares Acquirable Within 60 Days |
|---|---|---|---|
| Sep 18, 2025 | 83,378 | <1% | — |
| Sep 19, 2024 | 65,703 | <1% | — |
- Director stock ownership guidelines: 3× base cash retainer required within 36 months; “each member of our Board of Directors is currently in compliance” .
- Hedging/pledging: Prohibited for directors under company policy .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Outcome |
|---|---|
| 2024 Say‑on‑Pay | ~91.9% approval of NEO compensation (advisory) |
| 2025 Say‑on‑Pay | Approved: 28,357,782 For; 2,057,982 Against; 18,842 Abstentions; 5,462,943 broker non‑votes |
Compensation Committee Analysis
- Composition: Auen (Chair), Burgess, Licitra, Tarnoff; all independent .
- Meetings/engagement: 4 meetings; all members attended; used Meridian Compensation Partners as independent consultant; no conflicts of interest identified .
- Interlocks: None—no ANGO executive served on another company’s board/compensation committee employing ANGO Compensation Committee members .
Related Party Transactions
- None reportable under Item 404 for FY2025 (May 31, 2025) .
Governance Assessment
- Strengths: Independent director; dual committee membership (Compensation, NCCGC); full attendance; boardwide compliance with director stock ownership guidelines; strong shareholder support for executive pay; clean related‑party disclosures; hedging/pledging prohibited .
- Alignment: Receives standard director cash retainer/committee fees plus annual equity grant; FY2025 mix: $76,522 cash and $152,003 equity, with immediate vesting per July 16, 2025 decision—consistent with peer program design for director pay (time‑based equity promoting alignment without performance metrics) .
- Signals: Strong election support (29.25M votes for Tarnoff) and robust Say‑on‑Pay approval in 2025; governance practices emphasize independence and executive sessions .
- Potential RED FLAGS to monitor: External board interlock at AVITA with fellow ANGO director Jan Stern Reed—no related transactions disclosed, but monitor for future conflict risks if business relationships emerge . Ownership <1% is typical for non‑employee directors but implies limited direct economic stake; mitigated by stock ownership guidelines compliance .