Scott Galovan
Senior Vice President, Chief Financial Officer at AVNS
Executive
About Scott Galovan
Scott M. Galovan, age 46, has served as Senior Vice President and Chief Financial Officer of Avanos Medical (NYSE: AVNS) since August 1, 2025, after previously leading Strategy and Corporate Development; he holds a B.S. from BYU and an MBA from UCLA (Venture Fellow) . He joined Avanos in 2013 following roughly a decade in strategy, finance, and M&A roles at Newell Brands, Equity Pacific Partners, and Intel Capital, and now oversees global finance, treasury, tax, corporate development, investor relations, accounting, and EPMO . As context for performance alignment, Avanos delivered 2024 continuing operations net sales of $687.8M, adjusted EBITDA of $107.6M, adjusted diluted EPS of $1.35, and targeted ~$50M gross savings from its three‑year transformation by 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avanos Medical | SVP, Chief Financial Officer | Aug 2025–present | Leads global finance, treasury, tax, corp dev, IR, accounting, and EPMO . |
| Avanos Medical | SVP, Strategy & Corporate Development | Jan 2023–Aug 2025 | Led acquisitions and divestitures under transformation agenda . |
| Avanos Medical | VP, Strategy & Corporate Development | Jun 2019–Jan 2023 | Corporate strategy and M&A execution . |
| Avanos Medical | Strategy/Finance roles | 2013–2019 | Various strategy and finance responsibilities post-2013 entry . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Newell Brands | Strategy/Finance/M&A roles | Pre‑2013 (part of 10 years pre‑Avanos) | Multi‑industry strategic finance experience . |
| Equity Pacific Partners | Strategy/Finance/M&A roles | Pre‑2013 | Investment and transaction exposure . |
| Intel Capital | Strategy/Finance/M&A roles | Pre‑2013 | Corporate venture and deal execution experience . |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $460,000 per year, effective with CFO appointment (Aug 1, 2025) . |
| Target Bonus % (STIP) | 70% of earned base pay (2025 bonus prorated; target ~$322,000 on full‑year base) . |
| Program Basis | Participation in Avanos’ Management Achievement Award Plan; for 2025, payout based on Avanos 2025 performance vs targets set by the Compensation Committee . |
Performance Compensation
Annual Cash Incentive (Company framework; baseline for CFO STIP design)
| Metric | Weight | 2024 Targets (Company) | 2024 Actual | Payout % |
|---|---|---|---|---|
| Adjusted Net Sales (constant FX) | 30% | $690M target; threshold $670M; max $710M | $687.7M | 89% |
| Adjusted EBITDA | 40% | $110M target; threshold $100M; max $120M | $107.8M | 78% |
| Strategic Initiatives | 30% | Committee assessment (0–200%); multiplier possible if extra objectives met | Achieved; no multiplier | 80% |
| Weighted Payout | — | — | — | 81.5% (aggregate 2024 company STIP payout) |
Notes:
- Offer letter confirms CFO’s 2025 bonus is prorated and based on the company’s 2025 targets; specific CFO target metrics/weighting for 2025 not separately disclosed beyond plan description .
Long-Term Incentives (LTI)
| Element | Design | Metrics/Goals | Vesting |
|---|---|---|---|
| LTI Mix (Executives) | 50% TRSUs / 50% PRSUs (2024 grants) | PRSUs: equally weighted Free Cash Flow and YoY ROIC; 0–200% payout each year across a 3‑year performance period | TRSUs generally vest 1/3 per year over 3 years; 2024 PRSUs vest Mar 6, 2027 (service condition) |
| 2024 PRSU Performance (Company) | Free Cash Flow $83M = 76.3% of target; YoY ROIC 5.1% = 27.5% of target; 2024 tranche projected combined 103.8% | See prior cell | Final vest in Mar 2027; combines 2024–2026 performance |
| CFO 2026 LTI Target | $1,600,000 annual target beginning in 2026 | Determined by Compensation Committee each year | Per plan |
One-time Inducement Grant (CFO)
| Grant | Value/Type | Vesting |
|---|---|---|
| TRSUs (inducement) | $500,000 of time-based RSUs at start date (Aug 1, 2025) | 30% on 1st anniversary, 30% on 2nd anniversary, 40% on 3rd anniversary (continued service) |
Equity Ownership & Alignment
Beneficial Ownership (as of initial Section 16 filing)
| Security | Amount | Ownership Form | Source |
|---|---|---|---|
| Common Stock | 111,009 | Direct (D) | Form 3 (Event Date 08/01/2025) |
| Employee Stock Option (right to buy) | 580 @ $29.48; exp. 05/05/2026 | Direct (D) | Form 3 |
| Employee Stock Option (right to buy) | 1,263 @ $36.74; exp. 05/03/2027 | Direct (D) | Form 3 |
- Shares outstanding at 02/28/2025: 46,003,150; implied ownership ≈ 0.24% of 1% based on 111,009/46,003,150 (for scale) .
- No Form 4 transactions located post-appointment (through the search window used); initial Form 3 filed Aug 22, 2025 .
Ownership Policies and Restrictions
- Stock ownership guidelines: NEOs 2x base salary; three years to comply; executives must retain at least 50% of shares acquired via equity plans until compliant .
- Hedging and pledging: Executives are prohibited from hedging and from pledging Company stock; all executive trades require pre‑clearance .
- Margin accounts: The proxy notes certain holdings may be in margin accounts; as of the proxy date, no outstanding margin obligations for any executive officers or directors .
Employment Terms
| Topic | Terms |
|---|---|
| Appointment & Start | Appointed SVP, CFO effective Aug 1, 2025 . |
| Offer Letter Summary | Base $460,000; STIP target 70% of base (2025 prorated); 2026 LTI target $1,600,000; $500,000 inducement TRSUs; standard executive benefits . |
| Severance/Change-in-Control | Eligible for Avanos Executive Severance Plan and Severance Pay Plan; Company policy requires double‑trigger for CIC benefits; no excise tax gross‑ups . |
| Clawback | NYSE‑compliant incentive compensation clawback policy tied to accounting restatements . |
| Contract Type | Offer letter; Company does not use individual executive employment contracts generally . |
| Insider Trading/10b5‑1 | Pre‑clearance required; hedging and pledging prohibited per Insider Trading Policy . |
Compensation Structure Analysis (alignment and risk signals)
- Pay-for-performance architecture: Company STIP emphasizes revenue growth (Adjusted Net Sales), profitability (Adjusted EBITDA), and strategic initiatives; 2024 payout funded at 81.5%, indicating balanced calibration versus results .
- LTI emphasis on FCF and ROIC: PRSUs reward cash generation and capital discipline; 2024 PRSU tranche tracking at 103.8% on combined metrics, reinforcing value creation focus .
- Governance safeguards: Double‑trigger CIC, no excise tax gross‑ups, robust clawback, ownership guidelines with retention requirement, and hedging/pledging prohibitions reduce misalignment and excessive‑risk incentives .
- CFO-specific retention: The $500k inducement TRSUs with 30/30/40 vesting and a $1.6M 2026 LTI target support near‑term retention and alignment through multi‑year equity exposure .
Performance & Track Record
- Company 2024 outcomes (context pre‑CFO appointment): net sales $687.8M; adjusted EBITDA $107.6M; adjusted diluted EPS $1.35; transformation program targeted ~$50M gross savings by 2025 .
- CFO certifications and controls: As CFO, Galovan executed Section 302/906 certifications and, with the CEO, concluded disclosure controls were effective as of Q3 2025 .
- Strategic background: 12+ years at Avanos leading acquisitions/divestitures; prior decade in strategy/finance/M&A roles at Newell Brands, Equity Pacific Partners, and Intel Capital .
Compensation Peer Group (benchmarking)
- 2024 peer group (unchanged from 2023 except acquired): includes Accuray, AngioDynamics, CONMED, ConvaTec, Globus, ICU Medical, Insulet, Integer, Integra LifeSciences, Lantheus, Masimo, Merit Medical, Nevro, Orthofix; median revenue ~$1.17B vs Avanos 2024 net sales $687.8M .
- Targeting: Components generally set near 50th percentile of peer group, with adjustments for role and performance .
Equity Ownership & Compliance Guidelines (company-wide)
- NEO ownership guideline: 2x base salary; compliance within 3 years; executives must retain at least 50% of net shares until compliant .
- Executive officer hedging/pledging is prohibited; pre‑clearance required for trades .
Investment Implications
- Alignment: Structure emphasizes FCF/ROIC via PRSUs and balanced STIP metrics; governance (double‑trigger CIC, clawback, no pledging/hedging) supports shareholder alignment and mitigates risk .
- Retention and potential selling pressure: Inducement TRSUs vest 30/30/40 over three years (anniversary cadences), creating potential liquidity windows; monitor Section 16 filings for 10b5‑1 plans and sales around vest dates .
- Execution focus: CFO’s background in M&A and transformation aligns with Avanos’ portfolio rationalization and capital allocation priorities; watch FCF, ROIC, and integration milestones as leading indicators for PRSU outcomes and realized pay .
- Benchmarking discipline: Median‑based pay positioning and peer framework limit pay inflation; say‑on‑pay support is sought annually (monitor future votes post‑CFO appointment) .