Stephen Trowbridge
About Stephen Trowbridge
Stephen A. Trowbridge is Executive Vice President and Chief Financial Officer of AngioDynamics, Inc. He was appointed CFO in February 2020 after serving as Interim CFO since October 2019; he joined AngioDynamics in June 2008 as Corporate Counsel and later served as Senior Vice President and General Counsel . His education includes a B.S. in Science & Technology Studies (Rensselaer Polytechnic Institute), J.D. (University of Pennsylvania Law School), and MBA (Duke University’s Fuqua School of Business) . Age was disclosed as 47 in AngioDynamics’ FY2021 Form 10-K . Under his finance leadership, FY2025 GAAP revenue was $292.5M (-3.8% YoY), pro-forma revenue grew 8.1%, gross margin expanded 300 bps to 53.9%, and net loss improved by $150.4M to $34.0M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AngioDynamics | Executive Vice President & CFO; Interim CFO | CFO since Feb 2020; Interim since Oct 2019 | Led finance through portfolio divestitures, gross margin expansion, and restructuring; also managed Legal until Jan 30, 2021 |
| AngioDynamics | Senior Vice President & General Counsel; Corporate Counsel | 2008–2019 | Built legal function, supported M&A and regulatory; promoted to SVP GC |
| Philips Healthcare; Intermagnetics General Corp. | Corporate Counsel | Prior to 2008 | Corporate legal work in healthcare and advanced materials |
| Cadwalader, Wickersham & Taft LLP | Associate (M&A and Securities) | Early career | Transactional foundation in capital markets and M&A |
External Roles
No external public company directorships disclosed for Stephen Trowbridge in the company’s proxies or 10-K .
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $425,311 | $441,334 | $455,847 |
| Car Allowance ($) | $14,400 | $14,954 | $14,400 |
| 401(k) Match ($) | $18,680 | $21,115 | $20,304 |
| All Other Compensation ($) | $33,080 | $36,069 | $34,704 |
Base salary schedule reflects management’s annual review and market benchmarking; FY2025 base salary was set at $461,194 effective September 1, 2024 (CFO), a 4.5% increase versus FY2024 .
Performance Compensation
Annual cash incentive program structure and outcomes:
| Metric | Weighting | FY2024 Target | FY2024 Actual | FY2024 Payout | FY2025 Target | FY2025 Actual | FY2025 Payout |
|---|---|---|---|---|---|---|---|
| Net Sales | 50% | $281.7M (pro-forma) | $270.7M (pro-forma) | 30% of target | $288.2M (pro-forma) | $292.5M (GAAP) | 60% of target |
| Adjusted EBITDA | 30% | ($5.0)M | ($3.2)M | 45% of target | $1.2M | $4.2M | 60% of target |
| Corporate Objectives | 20% | Qualitative goals (APEX, NanoKnife plan, registry, operating plan) | Achieved; Committee at 125% | 25% of target | Qualitative goals (AlphaVac PE release; NanoKnife prostate launch plan; intl commercialization; Project Re‑Wire) | Achieved; Committee at 150% | 30% of target |
CFO annual payout outcomes:
| Year | Target Bonus (% of Base) | Payout (% of Target) | Actual (% of Base) | Amount ($) |
|---|---|---|---|---|
| FY2024 | 65% | 100% | 65% | $286,867 |
| FY2025 | 65% | 150% | 98% | $449,664 |
Long-term equity awards and design:
- Mix: PSUs (3-year term, 100% measured on cumulative revenue with +/-20% TSR modifier versus defined peer group), RSUs (4-year ratable vesting), stock options (4-year ratable vesting; 10-year term; strike at grant-date market price) .
| Grant Year | Instrument | Quantity | Exercise Price/Grant-date FV | Key Terms |
|---|---|---|---|---|
| 2024 (granted 7/19/2023) | PSUs | 57,381 | $546,841 grant-date FV | 3-year; revenue metric; TSR modifier |
| 2024 | RSUs | 28,691 | $255,924 | Vests 25% annually over 4 years |
| 2024 | Options | 59,378 | $8.92 strike; $255,219 FV | 10-year term; 25% annual vest |
| 2025 (granted 7/17/2024) | PSUs | 77,905 | $645,832 grant-date FV | 3-year; revenue metric; TSR modifier |
| 2025 | RSUs | 38,953 | $288,252 | Vests 25% annually |
| 2025 | Options | 76,458 | $7.40 strike; $287,497 FV | 10-year term; 25% annual vest |
Vesting results on prior PSUs:
- FY2022 PSU awards paid out at 75.2% of target after cumulative revenue achievement at 99.6% and TSR modifier (-20% at 11th percentile) .
Shares vested and realized value (supply indicator):
| Year | Shares Vested (CFO) | Value Realized ($) |
|---|---|---|
| FY2024 | 29,365 | $260,318 |
| FY2025 | 25,937 | $184,025 |
Equity Ownership & Alignment
Beneficial ownership and near-term acquirable shares:
| Date (Record) | Shares Beneficially Owned (CFO) | % of Shares Outstanding | May be acquired within 60 days |
|---|---|---|---|
| Sep 19, 2024 | 258,121 | <1% (company disclosure) | 144,006 |
| Sep 18, 2025 | 322,427 | <1% (company disclosure) | 187,660 |
Outstanding equity detail (FY2025 year-end snapshot):
| Instrument | Quantity (Unvested/Unearned) | Notional/Payout Value Basis |
|---|---|---|
| RSUs (unvested) | 38,953 (granted 7/17/24) | Market value $397,321 at $10.20/share |
| PSUs (target; unearned) | 77,905 (granted 7/17/24) | Payout value $794,631 at $10.20/share (target basis) |
| Options (unexercisable) | 76,458 (7/17/24, $7.40, exp. 7/17/34) | In-the-money value contingent on market price |
| Options (mix of prior grants) | Various exercisable/unexercisable lots with strikes $9.92–$26.49; expirations 2027–2034 | Term 10 years; 25% annual vest |
Alignment policies:
- Stock ownership guidelines: CFO must hold shares valued at 1x base salary; all NEOs currently in compliance .
- Hedging/pledging prohibited for executives and directors .
- Clawbacks: Company, plan-level, and executive recoupment policies covering erroneous incentive comp and misconduct following restatements .
Employment Terms
Severance and change-in-control economics (CFO):
- Senior Executive Severance Guidelines: EVPs/SVPs reporting to CEO entitled to 12 months of base salary and 12 months of health benefits upon eligible termination (job elimination, relocation >60 miles, divestment without comparable offer) .
- Amended and restated CIC agreement (auto-renews annually; double trigger required): Lump sum 1.5x (salary + target bonus), prorated current-year bonus (best-of-three-average methodology), 18 months COBRA coverage, and full vesting of equity at target (awards granted prior to CIC) . Equity acceleration also provided under the 2020 Plan if termination occurs within 3 months pre- or post-CIC, or if awards are not assumed in a CIC .
Estimated payouts (company-calculated):
| Scenario (as-of date) | Severance Amount | Prorated Bonus | Accel. Options | RSU/PSU Vesting | Other (COBRA) | Total |
|---|---|---|---|---|---|---|
| Termination without Cause (May 31, 2024) | $441,334 | — | — | — | $14,555 | $455,889 |
| CIC + Qualified Termination (May 31, 2024) | $1,092,302 | $240,476 | — | $821,985 | $21,833 | $2,176,596 |
| Termination without Cause (May 31, 2025) | $461,194 | — | — | — | $19,188 | $480,382 |
| CIC + Qualified Termination (May 31, 2025) | $1,141,455 | $268,720 | $271,085 | $2,218,633 | $28,782 | $3,928,675 |
Restrictive covenants: Releases and non-compete obligations required to receive severance/CIC benefits .
Compensation Structure Analysis
- Strong at-risk mix: Performance-based pay dominates, with PSUs, options, and STI; CFO target LTIs were 200% of base in FY2024 and 250% in FY2025 cycles, with 50% of LTI performance-contingent over 3 years .
- Metric rigor: PSUs tied 100% to cumulative revenue with a TSR relative modifier (+/-20% at 75th/25th percentile), blending absolute growth and shareholder alignment .
- STI calibration: FY2025 bumped corporate objectives payout to 150% versus 125% in FY2024, reflecting execution on AlphaVac PE launch, NanoKnife prostate path, and restructuring milestones; Net Sales and Adjusted EBITDA both exceeded targets in FY2025 .
- Governance: No option repricing or cash buyouts; independent consultant engaged; clawbacks in place; double-trigger CIC; robust stock ownership requirements and hedging/pledging prohibitions .
Say-On-Pay & Shareholder Feedback
- Say-on-Pay approval: 91.5% in 2023 ; 91.9% in 2024 .
- Committee reinforced current approach given strong support .
Compensation Peer Group (Benchmarking)
- FY2024 benchmarking peer group included 18 med-tech/device companies spanning small/mid-cap peers (e.g., CONMED, Glaukos, LeMaitre Vascular, Orthofix, Nevro) .
- FY2025 compensation peer group refreshed to 14 companies (e.g., Accuray, AxoGen, Glaukos, Inari Medical, STAAR Surgical, Surmodics) .
Equity Ownership & Alignment Details
- Significant insider ownership (management and directors collectively): 5.4% at Sep 19, 2024 ; 6.0% at Sep 18, 2025 .
- No pledging and hedging permitted; executives subject to one-times base salary ownership (CFO), with current compliance across NEOs .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- Robust clawbacks across plans and executive recoupment policy (risk mitigation) .
- Double-trigger CIC; CFO economics scale with company performance and do not include tax gross-ups beyond “best-after-tax” cutback provision in CIC agreements (shareholder-favorable mechanics) .
- FY2025 equity awards granted post-earnings release cadence to avoid MNPI timing benefits .
Investment Implications
- Alignment: CFO’s compensation is heavily performance-contingent (PSUs 50% of LTI; STI tied to revenue and EBITDA), with ownership guidelines and prohibitions on hedging/pledging, supporting shareholder alignment .
- Retention risk: CIC benefits and 12-month severance provide stability; increasing FY2025 payout potential (150% STI) and fresh PSUs/options may reduce voluntary attrition risk despite restructuring headwinds .
- Selling pressure: Ongoing RSU vesting and PSU cycles imply periodic supply; FY2025 vested shares for CFO were ~25.9K vs ~29.4K in FY2024, with realized values consistent, suggesting manageable cadence without option exercises noted in the disclosures .
- Execution signals: FY2025 exceeded Net Sales and Adjusted EBITDA STI targets and delivered gross margin expansion and significant loss reduction; PSU design pivots to top-line growth with TSR moderation, consistent with the strategic pivot to Med Tech and margin-improving outsourcing .
Overall, Stephen Trowbridge’s pay-for-performance structure, compliance with ownership guidelines, and conservative CIC mechanics indicate high alignment with shareholders, while periodic RSU/PSU vesting should be monitored for supply effects. The strategy-linked metrics (revenue, EBITDA, TSR) and FY2025 outcomes support confidence in continued execution and margin trajectory.
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