Warren Nighan
Senior Vice President, Global Supply Chain, Quality and Regulatory Affairs at ANGIODYNAMICS
Executive
About Warren Nighan
Warren G. Nighan is Senior Vice President, Global Supply Chain, Quality and Regulatory Affairs at AngioDynamics (ANGO) and a named executive officer (NEO) for FY2025 . He was promoted in March 2024 (reflected in the large increase in his FY2024 base salary) . Company performance context during his recent tenure: FY2025 GAAP revenue was $292.5M (-3.8% YoY), pro-forma revenue +8.1%, Med Tech revenue +19.0%, and net loss improved to $(34.0)M; FY2024 GAAP revenue was $303.9M (-10.3% YoY), with pro-forma revenue +5.3% and Med Tech revenue +10.0% . Shareholder Say‑on‑Pay approval was 91.9% in 2024, evidencing strong support for compensation design .
Past Roles
No detailed biography (prior employers, roles, or years) is disclosed for Nighan in the DEF 14A beyond his current title .
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AngioDynamics | SVP, Global Supply Chain, Quality & Regulatory Affairs | n/a | Role aligns with FY2025 corporate objectives including “Execute on Project Re‑Wire manufacturing move” |
External Roles
No external board or corporate roles are disclosed for Nighan in the proxy .
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| n/a | n/a | n/a | n/a |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $392,700 | $404,481 |
| Perquisites (Car Allowance) ($) | $14,954 | $14,400 |
| 401(k) Match ($) | $21,363 | $20,499 |
| All Other Compensation ($) | $36,317 | $34,899 |
Notes
- Executives (including NEOs) receive a standard automobile allowance ($1,200/month; $1,500 for CEO) and mileage/gas reimbursement; no non‑qualified deferred compensation programs are maintained .
- Stock ownership guidelines: SVPs must hold shares equal to 1× base salary; all NEOs currently in compliance .
Performance Compensation
Annual Cash Incentive – Structure and FY2024–FY2025 Outcomes
| Metric | Weight | Target | Actual | Payout (component) | Year |
|---|---|---|---|---|---|
| Net Sales | 50% | $288.2M | $292.5M | 60% | FY2025 |
| Adjusted EBITDA | 30% | $1.2M | $4.2M | 60% | FY2025 |
| Corporate Objectives | 20% | Qualitative | Achieved; 150% | 30% | FY2025 |
| Net Sales | 50% | $281.7M | $270.7M | 30% | FY2024 |
| Adjusted EBITDA | 30% | $(5.0)M | $(3.2)M | 45% | FY2024 |
| Corporate Objectives | 20% | Qualitative | Achieved; 125% | 25% | FY2024 |
| Executive | Target Bonus (% Base) | Actual Payout (% of Target) | Actual Payout (% Base) | Bonus Paid ($) | Year |
|---|---|---|---|---|---|
| Nighan | 50% | 150% | 75% | $303,360 | FY2025 |
| Nighan | 50% | 100% | 50% | $196,350 | FY2024 |
Notes
- Corporate objectives tied to strategic execution included AlphaVac PE full market release, NanoKnife Prostate launch planning, international commercialization of Auryon/AlphaVac, and “Project Re‑Wire” manufacturing move .
- Adjusted EBITDA excludes certain items (amortization of intangibles, change in contingent consideration fair value, acquisition/restructuring, etc.) .
Long‑Term Equity Incentives – Grants, Vesting, and Performance Metrics
| Award Type | Grant Date | Shares/Options | Grant Date Fair Value ($) | Key Terms |
|---|---|---|---|---|
| Performance Share Units (PSUs) | 7/17/2024 | 23,952 | $198,562 | 3‑yr cumulative revenue; relative TSR ±20% modifier; vesting at end of 3‑yr term; 0–240% of target may vest |
| Restricted Stock Units (RSUs) | 7/17/2024 | 18,733 | $138,624 | Vests 25% per year over 4 years; settled in shares |
| Stock Options | 7/17/2024 | 23,507 | $88,391 | 10‑yr term; vest 25% per year; exercise price $7.40 |
Additional details and vesting/settlement history
- Options and RSUs generally vest 25% annually over four years; options have a 10‑year term .
- FY2025 vesting/realization: Nighan had 11,735 shares vest with $83,349 value; no option exercises reported in FY2025 .
- FY2023 PSU cycle (FY2023–FY2025 period): revenue achievement resulted in 0% payout (no shares earned for that cycle) . FY2022 PSU cycle (FY2022–FY2024 period): 75.2% payout after TSR modifier; Nighan earned 5,677 shares .
Peer groups and design governance
- Compensation benchmarking peer group (FY2025) used for target setting: Accuray, Atrion, Inari, STAAR, Alphatec, AxoGen, LeMaitre, Surmodics, Artivion, Cutera, Nevro, AtriCure, Glaukos, Orthofix .
- PSU TSR comparator set includes broader med‑tech names (Abbott, BD, Boston Scientific, Dexcom, Medtronic, etc.) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (9/18/2025) | 127,214 shares; <1% of shares outstanding |
| Shares Acquirable within 60 days (options/RSUs) | 91,103 |
| Outstanding Equity at FY2025 year‑end | Multiple tranches of options, RSUs, and PSUs; includes unexercisable options from 7/17/2024 (23,507) and unvested RSUs totaling 6,757 and 11,976 from 7/17/2024 (sum 18,733) |
| In‑the‑money value (Change‑in‑Control scenario) | Unvested options eligible for acceleration valued at $85,739; RSU/PSU acceleration $813,623 (at $10.20 share price) |
| Ownership Guidelines Compliance | SVPs must hold 1× salary; all NEOs compliant |
| Hedging/Pledging Policy | Hedging and pledging prohibited under Insider Trading Policy |
| Section 16 Compliance Note | Nighan filed three late Forms 4 (tax withholding and PSU vesting settlements) in FY2025 |
Employment Terms
| Provision | Detail |
|---|---|
| Senior Executive Severance (SVPs/EVPs) | 12 months base salary plus 12 months health benefits when eligible (job elimination/relocation/divestment), subject to conditions |
| Change‑in‑Control Agreements | Double trigger; upon CIC+qualified termination: cash lump‑sum 1.5× (salary + target bonus) for SVPs; prorated bonus; COBRA coverage for 18 months; full vesting of options/RSUs/PSUs at target; “best‑after‑tax” cutback if 280G excise tax would apply |
| Equity Acceleration (2020 Plan) | If awards not assumed in CIC: vest at CIC; otherwise, vest on CIC+qualified termination; PSUs treated at target; outside CIC, prorated vesting for death/disability/retirement; 1‑year post‑termination exercise for death/disability, 3 months for other (not for cause) |
| Clawback Policy | Incentive pay recoupment for material restatements where executive engaged in fraud/intentional misconduct; Dodd‑Frank compliant executive compensation recoupment policy also adopted |
| Other Policies | Code of Conduct; compliance program; no option repricing/cash buyouts without shareholder approval |
Compensation Structure Signals
| Indicator | FY2024 | FY2025 |
|---|---|---|
| Bonus target (% salary) | 50% | 50% |
| Actual payout (% salary) | 50% | 75% |
| Equity mix (RSUs/Options/PSUs granted) | RSUs 10,026; Options 20,750; PSUs 20,052 | RSUs 18,733; Options 23,507; PSUs 23,952 |
| Pay‑for‑performance alignment | PSU cycles paid 75.2% for FY2022 cycle (reflecting TSR modifier); 0% for FY2023 cycle (revenue shortfall) | |
| Say‑on‑Pay | 91.5% approval in 2023; 91.9% in 2024 |
Investment Implications
- Alignment and upside: High share‑based mix (RSUs, options, PSUs) with three‑year revenue goals and relative TSR modifier creates durable alignment; FY2025 annual bonus paid at 150% of target (75% of salary) on improved revenue/EBITDA performance, supporting retention .
- Retention risk and overhang: Upcoming multi‑year RSU/option vesting and PSU settlements can trigger routine tax‑related sales; FY2025 late Forms 4 were for tax withholding/PSU vesting settlements, suggesting selling pressure is likely transactional, not discretionary . CIC protections (1.5× cash plus full equity vesting at target) reduce retention risk in event‑driven contexts but do create potential dilution/value transfer in a sale scenario .
- Governance quality: Robust clawback, anti‑hedging/pledging, no option repricing, and strong Say‑on‑Pay outcomes indicate shareholder‑friendly practices and credible pay‑for‑performance discipline (e.g., 0% PSU payout for the FY2023 cycle) .
- Execution ties to role: Corporate objectives include manufacturing transition (“Project Re‑Wire”) and regulatory/commercial launches (AlphaVac PE and NanoKnife Prostate), directly linked to Nighan’s supply chain/quality/regulatory remit—continued progress here should sustain incentive attainment and vesting realizations .