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20
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
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21
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April 29, 2021
9:00 a.m. Eastern time |
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www.virtualshareholder
meeting.com/AVNS2021 |
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Our Two Portfolios
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PAIN MANAGEMENT
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CHRONIC CARE
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•
comprised of acute pain and interventional pain, which is focused on improving patient outcomes and reducing opioid usage
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Avanos is a leader in non-opioid pain therapies
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comprised of digestive health and respiratory health solutions focused on improving patient outcomes and increasing patient safety
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Avanos has market-leading positions and clinically preferred solutions across its key product offerings, with a strong brand portfolio
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Avanos Medical, Inc.
5405 Windward Parkway Alpharetta, Georgia 30004 |
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WHEN
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| Thursday, April 29, 2021 9:00 a.m. Eastern Time | |
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WHERE
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www.virtualshareholder
meeting.com/AVNS2021 |
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RECORD DATE
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| Stockholders of record at the close of business on March 5, 2021 are entitled to notice of and to vote at the meeting | |
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Proposals
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1
To elect as directors the two nominees named in the accompanying proxy statement for a one-year term;
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4
To approve a non-binding resolution to approve the frequency of stockholder votes on our named executive officers’ compensation;
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2
To ratify the selection of Deloitte & Touche LLP as our independent auditors for 2021;
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5
To approve our 2021 Long Term Incentive Plan; and,
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3
To approve a non-binding resolution to approve the compensation of our named executive officers;
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6
To take action upon any other business that may properly come before the meeting or any adjournments of the meeting.
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IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDERS MEETING TO BE HELD ON APRIL 29, 2021 |
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This proxy statement along with a proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available at www.proxyvote.com.
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WHEN
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| Thursday, April 29, 2021 9:00 a.m. Eastern Time | |
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WHERE
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www.virtualshareholder
meeting.com/AVNS2021 |
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RECORD DATE
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| Stockholders of record at the close of business on March 5, 2021 are entitled to notice of and to vote at the meeting | |
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Proposal
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Description
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Board
Recommendation |
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See Page
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1.
Election of Directors
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Election of Gary Blackford and Patrick O’Leary to serve one-year terms expiring at the 2022 Annual Meeting of Stockholders
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FOR
both nominees |
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2.
Ratification of Appointment
of Auditors
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Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2021
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FOR
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3.
Say-on-Pay
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Stockholder advisory vote on the compensation of our named executive officers
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FOR
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4.
Say-on-Frequency
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Stockholder advisory vote to approve the frequency of stockholder votes on our named executive officers’ compensation
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FOR
option of every one year |
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5.
2021 Long Term Incentive Plan
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Approval of our 2021 Long Term Incentive Plan
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FOR
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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Name and Occupation
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Committee Roles
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Independent
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Experience Highlights
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Gary D. Blackford
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Chairman of the Board
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Executive leadership as Chief Executive Officer
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Financial literacy and experience in finance
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Knowledge of, and experience in, the healthcare industry
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International experience
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Governance and public company board experience
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Former Chairman and CEO, Universal Hospital Services
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Patrick J. O’Leary
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Audit Committee (Chair)
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Compensation Committee
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•
Executive leadership as Chief Financial Officer
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Financial literacy and experience in finance
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International experience
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Governance and public company board experience
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Former Executive Vice President and CFO, SPX Corporation
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| | Shareholders of Record | | | Beneficial Owners | | | ||||||
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Have your proxy card in hand and follow the instructions.
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If you are a beneficial owner and your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions provided to you by that firm.
Although most banks and brokers now offer voting by mail, telephone and internet, availability and specific procedures will depend on their voting arrangements.
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BY
TELEPHONE |
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Dial toll-free, 24/7
1-800-690-6903
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BY
INTERNET |
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Visit, 24/7
www.proxyvote.com
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BY
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Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope
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BY
ATTENDING |
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Attend the virtual Annual Meeting and cast your ballot at www.virtualshareholdermeeting.com/AVNS2021
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| | The deadline to vote by phone or electronically is 11:59 p.m. Eastern time on April 28, 2021. If you vote by phone or electronically, you do not need to return a proxy card. | | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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Director and
Principal Occupation |
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Age
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Director
Since |
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Independent
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Committee Memberships
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Audit
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Compensation
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Compliance
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Governance
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Executive
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Gary D. Blackford
Former Chairman and CEO, Universal Hospital Services |
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63
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2014
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John P. Byrnes
Former Chairman and CEO, Lincare Holdings, Inc. |
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62
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2014
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William A. Hawkins
Former President and CEO, Medtronic, Inc. |
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67
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2015
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Heidi Kunz
Former Executive Vice President and CFO, Blue Shield of California |
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66
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2014
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Patrick J. O’Leary
Former Executive Vice President and CFO, SPX Corporation |
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63
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2014
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Maria Sainz
Former CEO, Aegea Medical, Inc. |
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55
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2015
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Julie Shimer, Ph.D.
Former CEO, Welch Allyn, Inc. |
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68
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2014
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Joseph F. Woody
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55
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2017
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| Number of meetings in 2020 | | | | | | | | |
Board — 11
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7*
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6
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6*
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5
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0
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Chairman of the Board
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Committee Chair
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Committee Member
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Audit Committee financial expert
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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7 of our 8 directors are independent, including all members of our board committees
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Global Code of Conduct for directors and employees
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Separate Chairman and CEO roles
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Active stockholder engagement
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3 out of 8 directors are women
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Board responsibility for risk oversight
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Board composition is diverse in age, skills and experience
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Periodic review of long-term management development and succession plans
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Independent directors regularly meet without management present
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Commitment to Corporate Social Responsibility, diversity and inclusion and environmental stewardship
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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0.13
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2020 incident rate per 100 employees
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83%
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manufacturing waste diverted from landfills
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42%
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women among global salaried employees
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31%
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| | minorities among global salaried employees | |
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$715M
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net sales
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3%
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sales growth
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$89.4M
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adjusted EBITDA
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$0.79
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| | adjusted diluted EPS | |
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$112M
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| | cash on hand at year-end | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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WHAT WE DO
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Pay for performance
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Perform an annual compensation risk assessment
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Utilize an independent compensation consultant retained by the Compensation Committee
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Require that change-in-control agreements contain a double trigger
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Maintain stock ownership guidelines
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Maintain a clawback policy on incentive payments in case of financial restatement
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Benchmark our compensation practices to ensure executive compensation is competitive with our peer group
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Cap short and long-term incentive payments at reasonable levels
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WHAT WE DON’T DO
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Maintain employment contracts
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Provide excise tax gross-up on change-in- control payments
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Allow repricing of underwater options without stockholder approval
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Allow current payment of dividends or dividend equivalents on unearned long- term incentives
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Allow executive officers to engage in hedging or pledging transactions involving Company stock
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WHEN
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| Thursday, April 29, 2021 9:00 a.m. Eastern Time | |
|
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WHERE
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|
www.virtualshareholder
meeting.com/AVNS2021 |
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| |
RECORD DATE
|
|
| Stockholders of record at the close of business on March 5, 2021 are entitled to notice of and to vote at the meeting | |
|
Proposals
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| | | | |
|
1
To elect as directors the two nominees named in this proxy statement for a one-year term;
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| | |
4
To approve a non-binding resolution to approve the frequency of stockholder votes on our named executive officers’ compensation;
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|
2
To ratify the selection of Deloitte & Touche LLP as our independent auditors for 2021;
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5
To approve our 2021 Long Term Incentive Plan; and,
|
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|
3
To approve a non-binding resolution to approve the compensation of our named executive officers;
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| | |
6
To take action upon any other business that may properly come before the meeting or any adjournments of the meeting.
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Our Board of Directors recommends that you vote your shares FOR each of the proposals one through five.
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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Avanos Medical, Inc.
Attn: Corporate Secretary 5405 Windward Parkway Suite 100 South Alpharetta, GA 30004 |
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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Proposal
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Voting Policy
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1
Election of directors
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| | Plurality plus | |
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2
Ratification of appointment of auditors
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| | Affirmative vote of a majority of shares present and entitled to vote | |
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3
Say on Pay
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| | Affirmative vote of a majority of shares present and entitled to vote | |
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4
Say on Frequency
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| | Affirmative vote of a majority of shares present and entitled to vote | |
|
5
Approval of 2021 Long Term Incentive Plan
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| | Affirmative vote of a majority of shares present and entitled to vote | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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BY
PHONE |
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470-448-5000
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BY
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stockholderservices@avanos.com
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Gary Blackford has served as the Chairman of the Board (“Chairman”) since April 30, 2020, when the former Chairman retired from the Board. It is the Board’s view at this time that having separate Chairman and CEO roles promotes candid discourse and responsible corporate governance.
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The Board, however, retains the discretion to combine the Chairman and CEO roles and appoint an independent lead director at any time if it deems that to be in the best interest of our Company and stockholders.
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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11
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Board meetings held in 2020
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100%
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| | of directors attended > 75% of Board and applicable committee meetings | |
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100%
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| | attendance at 2020 annual meeting of stockholders by all directors | |
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Our Committee charters are available in the Investors section of our website at www.avanos.com.
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| | | | | | |
Committee Memberships
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Director
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Independent
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Audit
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Compensation
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Compliance
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Governance
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Executive
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Gary D. Blackford
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John P. Byrnes
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William A. Hawkins
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Heidi Kunz
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Patrick J. O’Leary
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Maria Sainz
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Julie Shimer, Ph.D.
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Joseph F. Woody
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| Committee meetings in 2020 | | |
7*
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6
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6*
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5
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0
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Chairman of the Board
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Committee Chair
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Committee Member
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Audit Committee financial expert
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MEMBERS
Patrick O’Leary
Heidi Kunz Julie Shimer |
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Meetings in 2020: 6
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PRIMARY RESPONSIBILITIES
The Committee’s principal functions, as specified in its charter, include:
•
Overseeing:
–
the quality and integrity of our financial statements
–
our compliance programs in coordination with our Compliance Committee
–
our hedging strategies and policies
–
the independence, qualification, and performance of our independent auditors
–
the performance of our internal auditors
•
Selecting and engaging our independent auditors, subject to stockholder ratification
•
Pre-approving all audit and non-audit services that our independent auditor provides
•
Reviewing the scope of audits and audit findings, including any comments or recommendations of our independent auditors
•
Establishing policies for our internal audit programs
•
Overseeing our risk management program and receiving periodic reports from management on risk assessments, the risk management process, and issues related to the risks of managing our business
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| | |
•
The Board has determined that two of the three Audit Committee members are “audit committee financial experts” under SEC rules and regulations, satisfy the NYSE’s financial literacy requirements, and qualify as independent directors under our Corporate Governance Policies.
•
No member of the Audit Committee serves on the Audit Committee of more than three public companies. Under our Audit Committee charter and NYSE corporate governance listing standards, if a member were to serve on more than three such committees, the Board would then determine whether this situation impairs the member’s ability to serve effectively on our Audit Committee, and we would post information about this determination on the Investors section of our website at www.avanos.com.
AUDIT COMMITTEE REPORT
•
For additional information about the Audit Committee’s oversight activities with respect to our 2020 financial statements, see “Proposal 2, Ratification of Auditors — Audit Committee Report.”
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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| | ||||||
| |
|
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MEMBERS
William Hawkins
Heidi Kunz Patrick O’Leary |
| |
Meetings in 2020: 6
|
| |
| |
PRIMARY RESPONSIBILITIES
The Committee’s principal functions, as specified in its charter, include:
•
Establishing and administering the policies governing annual compensation and long-term compensation, including stock option awards, restricted stock awards, and restricted share unit awards, such that the policies are designed to align compensation with our overall business strategy and performance
•
Setting, after an evaluation of his overall performance, the compensation level of the CEO
•
Determining, in consultation with the CEO, compensation levels and performance targets for our executive officers
•
Setting annual targets and certifying awards for corporate performance under our corporate incentive compensation plans
•
Advising the Board on outside director compensation
|
| | |
•
Overseeing:
–
leadership development for senior management and future senior management candidates
–
a periodic review of our long-term and emergency succession planning for the CEO and other key officer positions, in conjunction with our Board
–
key organizational effectiveness and engagement policies
•
Annually reviewing our compensation policies and practices for the purpose of mitigating risks arising from these policies and practices that could reasonably have a material adverse effect on the Company
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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| | ||||||
| |
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MEMBERS
John Byrnes
William Hawkins Maria Sainz |
| |
Meetings in 2020: 5
|
| |
| |
PRIMARY RESPONSIBILITIES
The Committee’s principal functions, as specified in its charter, include the following:
•
Overseeing the Company’s compliance program in the areas of:
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| |
–
Code of Conduct
–
Conflicts of interest
–
Consumer Protection
–
Customs and Export Controls
–
Environment
–
Ethics
–
False Claims
–
Foreign Corrupt Practices Act and Similar Anti-Bribery Laws
–
Fraud and Abuse Laws including Anti-Kickback
–
Government Reimbursement Programs, including Medicare
–
Government Relations |
| | |
–
Health and Safety
–
Interactions with Healthcare Professionals
–
Information Systems Security
–
Intellectual Property
–
International Distributors
–
Labor & Employment
–
Physical Security
–
Public Policy
–
Quality
–
Recalls
–
Regulatory, including FDA
–
Safety |
| | |
–
Sales of Products or Services to US or Foreign Governments, including entities owned by such governments
–
Sunshine Act and Other Laws Relating to Reporting of and Transparency with Respect to Payments to Healthcare Professionals
–
Transportation
|
|
| |
•
Overseeing the Company’s sustainability, corporate social responsibility, and corporate citizenship matters
•
Monitoring the Company’s efforts to implement programs, policies, and procedures relating to compliance matters
•
Overseeing the investigation of any significant instances of non-compliance with laws or the Company’s compliance program, policies, or procedures, other than any instances involving financial non-compliance
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| | |
•
Reviewing the Company’s compliance risk assessment plan
•
Identifying and investigating emerging compliance issues and trends which may affect the Company
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
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| | ||||||
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MEMBERS
Julie Shimer
John Byrnes Maria Sainz |
| |
Meetings in 2020: 5
|
| |
| |
PRIMARY RESPONSIBILITIES
The Committee’s principal functions, as specified in its charter, include:
•
Overseeing the screening and recruitment of prospective Board members and making recommendations to the Board of Directors regarding specific director nominees, as well as overseeing the process for Board nominations
•
Overseeing corporate governance matters, including developing and recommending to the Board changes to our Corporate Governance Policies
•
Advising the Board on:
–
Board organization, membership, function, and performance
–
committee structure and membership
|
| | |
–
Reviewing director independence standards and making recommendations to the Board with respect to the determination of director independence
–
Monitoring and recommending improvements to the Board’s practices and procedures
–
Reviewing stockholder proposals and considering how to respond to them
The Committee, in accordance with its charter and our Certificate of Incorporation, has established criteria and processes for director nominations, including those proposed by stockholders. Those criteria and processes are described in “Proposal 1. Election of Directors — Process and Criteria for Nominating Directors” and “Other Information — Stockholder Nominations for Board of Directors.”
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PRIMARY RESPONSIBILITIES
|
| | | | |
| |
The Committee's principal function is to exercise, when necessary between Board meetings, the Board's powers to direct our business and affairs. Accordingly, the
|
| | |
Committee has no regularly scheduled meetings and it is expected that, each year, the Committee will meet infrequently or not at all.
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| |
COMMITTEES
|
| |||||||||
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AUDIT
|
| |
COMPENSATION
|
| |
COMPLIANCE
|
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GOVERNANCE
|
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The Audit Committee monitors risks relating to such matters as our:
•
internal controls,
•
financial statement integrity and fraud risks, and
•
related risk mitigation.
In connection with this oversight, the Audit Committee receives regular reports from management on:
•
risk assessments,
•
the risk management process, and
•
issues related to the risks of managing our business.
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| |
The Compensation Committee reviews the risk profile of our compensation policies and practices. This process includes an assessment of our compensation programs, as described in “Compensation Discussion and Analysis — Analysis of Compensation-Related Risks.”
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| |
The Compliance Committee monitors risks relating to certain compliance matters, such as those described in the section “Compliance Committee,” and recommends appropriate actions in response to those risks.
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| |
The Governance Committee monitors risks relating to governance matters and recommends appropriate actions in response to those risks.
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▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
|
Annual Meeting Year
|
| |
Number of Directors Elected
|
| |
Length of Term
(Expiration Date) |
|
|
2020
|
| |
Two
|
| |
Three years (2023)
|
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2021
|
| |
Two
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One year (2022)
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2022
|
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Five
|
| |
One Year (2023)
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2023
(and thereafter) |
| |
Full Board
|
| |
One Year
(next annual meeting) |
|
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Avanos Medical, Inc.
Attn: Corporate Secretary 5405 Windward Parkway Suite 100 South Alpharetta, GA 30004 |
|
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| |
PERSONAL ATTRIBUTES
|
| |||||||||
| |
|
| |
LEADERSHIP
Lead in personal and professional lives. |
| |
|
| |
INDEPENDENCE
Independent of management and Company (for non-management directors only). |
|
| |
|
| |
ETHICAL CHARACTER
Possess high standards for ethical behavior. |
| |
|
| |
ABILITY TO COMMUNICATE
Possess good interpersonal skills. |
|
| |
|
| |
COLLABORATIVE
Actively participate in Board and committee matters. |
| |
|
| |
EFFECTIVENESS
Bring a proactive and solution-oriented approach. |
|
| |
EXPERIENCE ATTRIBUTES
|
| ||||||
| |
Attribute
|
| |
Factors That May Be Considered
|
| |||
| |
|
| |
FINANCIAL ACUMEN
|
| |
•
satisfies the financial literacy requirements of the NYSE
•
qualifies as an audit committee financial expert under the rules and regulations of the SEC
•
has an accounting, finance or banking background
|
|
| | Has good knowledge of business finance and financial statements. | | ||||||
| |
|
| |
GENERAL BUSINESS EXPERIENCE
|
| |
•
has leadership experience as a chief or senior executive officer
•
has experience setting compensation
|
|
| | Possesses experience that will aid in judgments concerning business issues. | | ||||||
| |
|
| |
INDUSTRY KNOWLEDGE
|
| |
•
has substantial knowledge of the healthcare industry, including with respect to caregiving, cost reimbursement or regulatory environment
•
has governance/public company board experience
|
|
| | Possesses knowledge about our business. | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| |
EXPERIENCE ATTRIBUTES
|
| ||||||
| |
Attribute
|
| |
Factors That May Be Considered
|
| |||
| |
|
| |
DIVERSITY OF BACKGROUND AND EXPERIENCE
|
| |
•
brings a diverse background that is representative of our customer, patient, employee and stockholder base, including with respect to gender, race, ethnic or national origin, and age
•
reflects a different experience stemming, for example, from a different academic background or from experiences outside the healthcare industry
|
|
| | Brings to the Board an appropriate level of diversity. | | ||||||
| |
|
| |
SPECIAL BUSINESS EXPERIENCE
|
| |
•
has international experience
•
has a track record of successful innovation
•
has supply chain management expertise
•
has cybersecurity expertise
|
|
| | Possesses global management experience with medical devices. | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| |
FORMER CHAIRMAN AND CEO, UNIVERSAL HOSPITAL SERVICES
COMMITTEE
• Executive
|
| |
GARY D. BLACKFORD
|
| |||
|
Age 63 |
|
| |||||||
|
CAREER HIGHLIGHTS
Universal Hospital Services, a leading, nationwide provider of medical technology outsourcing and services to the health care industry
•
Chairman of the Board and Chief Executive Officer (2002 to February 2015)
Curative Health Services, Inc., a specialty pharmacy and health services company
•
Chief Executive Officer (2001 to 2002)
ShopforSchool, Inc., an online retailer
•
Chief Executive Officer (1999 to 2001)
OTHER CURRENT PUBLIC COMPANY BOARDS
•
ReShape Lifesciences, Inc. (RSLS) (Director since 2016, and Lead Director since 2019)
OTHER CURRENT DIRECTORSHIPS
•
Children’s Hospitals and Clinics of Minnesota (since 2017, and Chairman since 2020)
•
Advanced Tissue, Inc.
|
| |
PRIOR PUBLIC COMPANY BOARDS
•
Wright Medical Group N.V. (Director from 2008 to 2020)
OTHER PRIOR DIRECTORSHIPS
•
PipelineRX, Inc. (Director from 2016 to 2020)
KEY SKILLS AND QUALIFICATIONS
Mr. Blackford has been selected to serve as a member of our Board of Directors due to his:
•
executive leadership experience as a chief executive officer
•
financial literacy and experience in finance and accounting
•
knowledge of, and experience in, the healthcare industry
•
international experience, and
•
governance and public company board experience.
|
|
| |
FORMER EXECUTIVE VICE PRESIDENT AND CFO, SPX CORPORATION
COMMITTEES
• Audit (Chair)
• Compensation
|
| |
PATRICK J. O’LEARY
|
| |||
|
Age 63 |
|
| |||||||
|
CAREER HIGHLIGHTS
SPX Corporation, a global industrial and technological services and products company
•
Executive Vice President and Chief Financial Officer (December 2004 to August 2012)
•
Chief Financial Officer and Treasurer (October 1996 to December 2004)
OTHER CURRENT PUBLIC COMPANY BOARDS
•
SPX Corporation (NYSE: SPXC) (Director and Chairman since 2015)
|
| |
PRIOR PUBLIC COMPANY BOARDS
•
PulteGroup (NYSE: PHM) (2005 to 2018)
KEY SKILLS AND QUALIFICATIONS
Mr. O’Leary has been selected to serve as a member of our Board of Directors due to his:
•
executive leadership experience as a chief financial officer
•
financial literacy and experience in finance and accounting
•
international experience, and
•
governance and public company board experience.
|
|
| |
|
| |
The Board of Directors unanimously recommends a vote FOR the election of each of the two nominees for director named above.
|
| |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| |
FORMER CHAIRMAN AND CEO, LINCARE HOLDINGS, INC.
COMMITTEES
• Compliance
(Chair)
• Governance
|
| |
JOHN P. BYRNES
|
| |||
|
Age 62 |
|
| |||||||
|
CAREER HIGHLIGHTS
Lincare Holdings, a provider of home respiratory care, infusion therapy and medical equipment
•
Chairman of the Board (March 2000 to March 2015)
•
Chief Executive Officer (1997 to March 2015)
•
President (June 1996 to December 1996)
•
Chief Operating Officer (January 1996 to December 1996)
•
Various executive leadership positions (1986 to 1996)
PRIOR PUBLIC COMPANY BOARDS
•
Tenet Healthcare Corporation (November 2016 to May 2018)
•
Lincare Holdings (Chairman of the Board, March 2000 to March 2015; director from May 1997 to August 2015)
|
| |
OTHER PRIOR DIRECTORSHIPS
•
U.S. Renal Care, Inc. (August 2005 to 2012)
•
Kinetic Concepts, Inc. (January 2003 to February 2011)
KEY SKILLS AND QUALIFICATIONS
Mr. Byrnes has been selected to serve as a member of our Board of Directors due to his:
•
executive leadership experience as a chief executive officer
•
knowledge of, and experience in, the healthcare industry
•
international experience, and
•
governance and public company board experience.
|
|
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| |
FORMER CEO, AEGEA MEDICAL
COMMITTEES
• Compliance
• Governance
|
| |
MARIA SAINZ
|
| |||
|
Age 55 |
|
| |||||||
|
CAREER HIGHLIGHTS
Aegea Medical, a medical device company in the womens’ health space focused on the development of technology for endometrial ablation
•
Chief Executive Officer (May 2018 to February 2021)
Cardiokinetix, a medical device company
•
President and Chief Executive Officer (May 2012 to July 2017)
Stryker Corporation (acquired Concentric Medical in 2011)
•
General Manager, Stryker Neurovascular
Concentric Medical, a medical technology company
•
President and Chief Executive Officer (April 2008 to May 2012)
Boston Scientific (acquired Guidant Corporation in 2006)
•
Head of Integration (2006 to 2008)
Guidant Corporation
•
President, Cardiac Surgery division (February 2003 to July 2006)
•
Vice President, Global Marketing, Vascular Intervention (January 2001 to February 2003)
•
Vice President, Intermedics Cardiac Rhythm Management, Europe (1998 to 2001)
|
| |
OTHER CURRENT PUBLIC COMPANY BOARDS
•
Orthofix Medical, Inc.
•
ShockWave Medical, Inc.
PRIOR PUBLIC COMPANY BOARDS
•
Iridex Corporation
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Spectranetics Corporation
OTHER CURRENT DIRECTORSHIPS
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Artio Medical, Inc.
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Levita Magnetics International Corp.
KEY SKILLS AND QUALIFICATIONS
Ms. Sainz has been selected to serve as a member of our Board of Directors due to her:
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executive leadership experience as a chief executive officer
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knowledge of, and experience in, the healthcare industry
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international experience, and
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governance and public company board experience.
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FORMER CEO, WELCH ALLYN, INC.
COMMITTEES:
• Audit
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Governance (Chair)
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DR. JULIE SHIMER
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Age 68 |
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CAREER HIGHLIGHTS
Dr. Shimer is currently a private investor and has 30 years of product development experience, including many years with major telecommunications companies.
Welch Allyn, Inc., a manufacturer of frontline medical products and solutions
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Chief Executive Officer and Director (March 2007 to April 2012)
Vocera Communications, Inc. a provider of wireless communications systems
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President, Chief Executive Officer and Director
3Com Corporation
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General Manager
Motorola
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General Manager and Product Development Leader
AT&T Bell Laboratories
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Product Development Leader
OTHER CURRENT PUBLIC COMPANY BOARDS
•
Apollo Endosurgery, Inc.
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Masimo Corporation
OTHER CURRENT DIRECTORSHIPS
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Advisor to Kitchology, a mobile platform empowering families dealing with special diets through the power of technology and community
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Advisor to CPLANE Networks, a leader in end-to-end data center and wide area network service orchestration that enables software-defined networking (SDN) and network function virtualization (NFV) services to be launched and managed in a single environment
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PRIOR PUBLIC COMPANY BOARDS
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NetGear, Inc. a provider of home and small business network solutions
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Windstream Holdings, Inc., a leading telecommunications and cloud services provider
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Earthlink, Inc., an internet service provider
OTHER PRIOR DIRECTORSHIPS
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Welch Allyn, Inc. (July 2002 to April 2012)
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Vocera Communications, Inc.
KEY SKILLS AND QUALIFICATIONS
Dr. Shimer has been selected to serve as a member of our Board of Directors due to her:
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executive leadership experience as a chief executive officer
•
knowledge of, and experience in, the healthcare industry
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international experience, and
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governance and public company board experience.
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CEO, AVANOS
MEDICAL, INC.
COMMITTEES:
•Executive
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JOSEPH F. WOODY
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Age 55 | Director since June 2017
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CAREER HIGHLIGHTS
Mr. Woody has more than 20 years of experience in the healthcare sector.
Avanos Medical, Inc.
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Chief Executive Officer (June 26, 2017 to present)
Acelity Holdings, Inc., a global advanced wound care and regenerative medicine company
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Director, President and Chief Executive Officer (August 2015 to April 2017)
Kinetic Concepts, Inc., LifeCell Corporation and Systagenix Wound Management B.V., the combined organization that became Acelity
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President and Chief Executive Officer of the combined organization (September 2013 to August 2015)
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Interim Chief Executive Officer, LifeCell (April 2013 to September 2013)
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President and Chief Executive Officer, KCI (January 2012 to September 2013)
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Various leadership roles, KCI and LifeCell (November 2011 to January 2012)
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Covidien plc
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Global President, Vascular Therapies
Smith & Nephew Advanced Wound Management
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Global President
Alliance Imaging, Inc.
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Vice President, Sales
Acuson
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Executive leadership positions
GE Medical Systems
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Executive Leadership Positions
OTHER CURRENT DIRECTORSHIPS
•
AdvaMed, Inc.
KEY SKILLS AND QUALIFICATIONS
Mr. Woody has been selected to serve as a member of our Board of Directors due to his:
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leadership experience as our CEO,
•
knowledge of, and experience in, the healthcare industry, including significant acquisition and integration experience,
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international experience, and
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company board experience.
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FORMER
EXECUTIVE VICE PRESIDENT AND CFO, BLUE SHIELD OF CALIFORNIA
COMMITTEES:
• Audit
• Compensation
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HEIDI KUNZ
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Age 66 |
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CAREER HIGHLIGHTS
Blue Shield of California, a not-for-profit health plan provider
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Executive Vice President and Chief Financial Officer (2003 to 2012)
Gap, Inc., a multinational clothing and accessories retailer
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Executive Vice President and Chief Financial Officer (1999 to 2003)
OTHER CURRENT PUBLIC COMPANY BOARDS
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Agilent Technologies, Inc.
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Phathom Pharmaceuticals, Inc.
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KEY SKILLS AND QUALIFICATIONS
Ms. Kunz has been selected to serve as a member of our Board of Directors due to her:
•
executive leadership experience as a chief financial officer
•
financial literacy and experience in finance and accounting
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knowledge of, and experience in, the healthcare industry
•
international experience, and
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governance and public company board experience.
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BOARD MEMBERS
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Cash retainer: $70,000 annually, paid in four quarterly payments at the beginning of each quarter.
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Restricted share units: Annual grant with a value of $180,000, awarded and valued on the first business day of the year.
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CHAIRMAN OF THE BOARD
Additional cash compensation of $115,000, paid in four quarterly payments at the beginning of each quarter.
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COMMITTEE CHAIRS
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Additional cash compensation of $15,000, paid in four quarterly payments at the beginning of each quarter, except that (1) the Audit Committee chair receives additional cash compensation of $20,000, paid in four quarterly installments at the beginning of each quarter, and (2) the Executive Committee chair does not receive any additional compensation for that role.
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Name
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Fees Earned or Paid in Cash
($) |
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Stock Awards(1)(2)
($) |
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Total
($) |
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Gary Blackford | | | | | 176,667 | | | | | | 180,000 | | | | | | 356,667 | | |
John Byrnes | | | | | 83,750 | | | | | | 180,000 | | | | | | 263,750 | | |
William Hawkins, III | | | | | 85,000 | | | | | | 180,000 | | | | | | 265,000 | | |
Heidi Kunz | | | | | 71,667 | | | | | | 180,000 | | | | | | 251,667 | | |
Patrick O’Leary | | | | | 88,333 | | | | | | 180,000 | | | | | | 268,333 | | |
Maria Sainz | | | | | 70,000 | | | | | | 180,000 | | | | | | 250,000 | | |
Dr. Julie Shimer | | | | | 85,000 | | | | | | 180,000 | | | | | | 265,000 | | |
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The Board of Directors unanimously recommends a vote FOR ratification of the selection of Deloitte as the Company’s auditor for 2021.
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2020 ($)
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2019 ($)
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Audit Fees (1) | | | | | 2,257,162 | | | | | | 4,172,500 | | |
Tax Fees (2) | | | | | 911,200 | | | | | | 300,000 | | |
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Audit Committee Report
In accordance with its charter adopted by the Board, the Audit Committee assists the Board in overseeing the quality and integrity of the Company’s accounting, auditing, and financial reporting practices.
In discharging its oversight responsibility for the audit process, the Audit Committee obtained from the independent registered public accounting firm (the “auditors”) a formal written statement describing all relationships between the auditors and the Company that might bear on the auditors’ independence, as required by Public Company Accounting Oversight Board (“PCAOB”) Rule 3526, “Communication with Audit Committees Concerning Independence,” discussed with the auditors any relationships that may impact their objectivity and independence, and satisfied itself as to the auditors’ independence. The Audit Committee also discussed with management, the internal auditors, and the auditors, the quality and adequacy of the Company’s internal controls and the internal audit function’s organization, responsibilities, budget, and staffing. The Audit Committee reviewed with both the auditors and the internal auditors their audit plans, audit scope, and identification of audit risks.
The Audit Committee discussed and reviewed with the auditors all communications required by the PCAOB’s auditing standards, including those required by PCAOB AS 16, “Communication with Audit Committees.” Also, with and without management present, it discussed and reviewed the results of the auditors’ examination of our financial statements.
Management is responsible for preparing the Company’s financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and for establishing and maintaining the Company’s internal control over financial reporting. The auditors have the responsibility for performing an independent audit of the Company’s financial statements and for expressing opinions on the conformity of the Company’s financial statements with GAAP. The Audit Committee discussed and reviewed the Company’s audited financial statements as of and for the fiscal year ending December 31, 2020, with management and the auditors.
Based on the above-mentioned review and discussions with management and the auditors, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for filing with the SEC. The Audit Committee also has selected and recommended to the Company’s stockholders for ratification the reappointment of Deloitte as the independent registered public accounting firm for 2021.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Patrick O’Leary, Chair
Heidi Kunz Julie Shimer |
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I.
PAY FOR
PERFORMANCE
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Support a performance-oriented environment that rewards achievement of our financial and non-financial goals
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II.
FOCUS ON LONG-
TERM SUCCESS
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Reward executives for long-term strategic management and stockholder value enhancement
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III.
STOCKHOLDER
ALIGNMMENT
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Align the financial interest of our executives with those of our stockholders
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IV.
QUALITY OF
TALENT
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Attract and retain executives whose abilities are considered essential to our long-term success
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The Board of Directors unanimously recommends a vote FOR the approval of named executive officer compensation, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules.
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JOSEPH F. WOODY
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CHIEF EXECUTIVE OFFICER
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ARJUN R. SARKER
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SENIOR VICE PRESIDENT,
INTERNATIONAL |
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MICHAEL C. GREINER
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SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER |
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WILLIAM D. HAYDON
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SENIOR VICE PRESIDENT AND
GENERAL MANAGER, PAIN FRANCHISE |
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DAVID E. BALL
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SENIOR VICE PRESIDENT,
GLOBAL SUPPLY CHAIN & PROCUREMENT |
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JOHN W. WESLEY
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SENIOR VICE PRESIDENT AND
GENERAL COUNSEL |
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$715M
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net sales
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3%
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sales growth
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$89.4M
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adjusted EBITDA
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$0.79
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$112M
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WHAT WE DO
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Pay for performance
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Perform an annual compensation risk assessment
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Utilize an independent compensation consultant retained by the Compensation Committee
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Require that change-in-control agreements contain a double trigger
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Maintain share ownership guidelines
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Maintain a clawback policy on incentive payments in case of financial restatement
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Benchmark our compensation practices to ensure executive compensation is competitive with our peer group
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Cap short and long-term incentive payments at reasonable levels
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WHAT WE DON’T DO
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Maintain employment contracts
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Provide excise tax gross-up on change-in-control payments
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Allow repricing of underwater options without stockholder approval
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Allow current payment of dividends or dividend equivalents on unearned long-term incentives
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Provide more than minimal perquisites such as relocation benefits
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Allow executive officers to engage in hedging or pledging transactions involving Company stock
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Objective
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Description
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Related Policies
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Pay-for-Performance
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| | Support a performance-oriented environment that rewards achievement of our financial and non-financial goals. | | | The majority of executive officer pay varies with the levels at which annual and long-term performance goals are achieved. Performance goals are aligned with our strategies for sustained growth and profitability. | |
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Focus on Long-Term Success
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| | Reward executive officers for long-term strategic management and stockholder value enhancement. | | |
Historically, the Company has granted PRSUs, which comprised a significant portion of our executive officers’ total direct annual compensation (such grants were made most recently in 2018 and 2019). The 2019 grant is currently outstanding and is subject to a three-year performance period ending on December 31, 2021. The number of shares earned and paid under the 2019 grant depends on achieved performance against preset performance goals over the three-year period.
A significant component in 2020 was in the form of TRSUs. The value of the shares received at vesting of these units depends on share price performance over a three-year period.
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Stockholder Alignment
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| | Align the financial interest of our executive officers with those of our stockholders. | | | Equity-based awards, including stock options, PRSUs and TRSUs, make up the largest part of executive officer total direct annual compensation. The stock options vest over time and have value only if our stock price rises after the option grants are made. We also have other policies that link our executive officers’ interests with those of our stockholders, such as our stock ownership guidelines. | |
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Quality of Talent
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| | Attract and retain executive officers whose abilities are considered essential to our long-term success as a global company. | | | The Committee reviews peer group data to ensure our executive officer compensation program remains competitive so we can continue to attract and retain this talent. | |
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Philosophy
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Description
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Guiding Principles
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| Aligned | | | A majority of executive officer compensation should be at risk and vary with the performance outcomes of stockholders | | |
•
50% or more of executive officer compensation should be incentive based
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Incentive metrics aligned to stockholder value
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Performance goals should generally reflect year-over-year growth to achieve target funding
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TRSUs to executive officers should be a minority part of their direct annual compensation
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Within business groups, a majority of performance should be placed on business unit performance goals
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| Compelling | | | The value and structure of executive officer compensation should assist in the attraction and retention of key executive talent | | |
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Base salaries should be at or above the 50th percentile of our peer group with variance based on skills, experience, performance and role responsibilities
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Target incentive compensation payout opportunities should be at the 50th percentile of our peer group, wilth meaningful upside payouts for performance over target
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| Simple | | | The executive officer compensation arrangements should maximize simplicity and focus on broad performance factors | | |
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Executive compensation arrangements should use a minimal number of metrics; typically one or two
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Special or one-time incentive awards should be used sparingly
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Perquisites and other special executive benefits generally should be avoided
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| Sound | | | Executive officer compensation policies and structure should support strong corporate governance and drive an ownership culture among executives | | |
•
Ownership culture should be reinforced through use of good governance practices
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Individual employment contracts should be avoided and severance practices should be conservative
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Compensation deferral opportunities should be consistent with market practices
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Encourage innovation while deterring excessive risk taking
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Component
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Objectives
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Purpose
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Target Competitive Position
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Base salary
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| | Quality of talent | | |
Provide annual cash income based on:
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level of responsibility, performance and experience
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comparison to market pay information
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Compared to median of peer group
•
Actual base salary will vary based on the individual’s performance and experience in the position
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Annual cash incentive
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Pay-for-performance
Quality of talent
|
| | Motivate and reward achievement of annual performance goals | | |
•
Target award compared to median of peer group
•
Actual payout will vary based on actual corporate and business unit performance
|
|
|
Long-term equity incentive
|
| |
Stockholder alignment
Focus on long-term success
Pay-for-performance
Quality of talent
|
| |
Provide an incentive to deliver stockholder value and to achieve our long-term objectives through awards of:
•
performance-based restricted share units
•
time-based restricted share units
•
stock option grants
|
| |
•
Target compared to median of peer group
•
Actual payout of performance-based restricted share units will vary based on actual performance
•
Actual payout of time-based awards and stock option grants will also vary based on actual stock price performance
|
|
|
Retirement benefits
|
| | Quality of talent | | | Provide competitive retirement plan benefits through 401(k) plan and other defined contribution plans | | |
•
Benefits comparable to those of peer group
|
|
|
Perquisites
|
| |
Quality of talent
|
| |
Provide minimal market-based additional benefits
|
| |
•
Determined by the Committee
|
|
|
Post-termination compensation (severance and change of control)
|
| | Quality of talent | | |
Encourage attraction and retention of executives critical to our long-term success and competitiveness:
•
Severance Pay Plan provides eligible employees, including executive officers, with payments and benefits in the event of certain involuntary terminations
•
Executive Severance Plan provides eligible executives with payments and benefits in the event of a qualified separation from service following a change of control
|
| |
•
Determined by the Committee
|
|
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| | | | | | | | | | |
•
Abiomed, Inc.
|
| |
•
Globus Medical Inc.
|
| |
•
Masimo Corporation
|
| |
•
Penumbra, Inc.
|
|
•
Accuray Incorporated
|
| |
•
Insulet Corporation
|
| |
•
Nevro Corporation
|
| |
•
ResMed, Inc.
|
|
•
Cantel Medical Corporation
|
| |
•
Integer Holdings Corporation
|
| |
•
NuVasive, Inc.
|
| |
•
Teleflex Incorporated
|
|
•
CONMED Corporation
|
| |
•
Integra Lifesciences Holding
|
| |
•
Orthofix Medical
|
| |
•
Wright Medical Group Nv
|
|
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
|
NAME
|
| |
2020 TOTAL DIRECT ANNUAL
COMPENSATION TARGET ($) |
| |||
| Joseph F. Woody | | | | | 5,558,628 | | |
|
Michael C. Greiner
|
| | | | 1,816,000 | | |
| David E. Ball | | | | | 825,000 | | |
| Arjun R. Sarker | | | | | 804,488 | | |
|
William D. Haydon
|
| | | | 966,000 | | |
| John W. Wesley | | | | | 1,098,901 | | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
|
NAME
|
| |
2020 BASE SALARY
BEFORE APRIL 1 ($) |
| |
2020 BASE SALARY
AFTER APRIL 1 ($) |
| ||||||
| Joseph F. Woody | | | | | 938,897 | | | | | | 938,897 | | |
| Michael C. Greiner | | | | | 480,000 | | | | | | 480,000 | | |
| David E. Ball | | | | | 400,000 | | | | | | 400,000 | | |
| Arjun R. Sarker | | | | | 386,325 | | | | | | 386,325 | | |
|
William D. Haydon(1)
|
| | | | — | | | | | | 385,000 | | |
| John W. Wesley | | | | | 405,563 | | | | | | 405,563 | | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
|
Name
|
| |
Target Payment Amount(1)
|
| |
Range of
Potential Payout |
|
| Joseph F. Woody | | |
115% of base salary
|
| |
0% - 200% of target payment amount
|
|
|
Michael C. Greiner
|
| |
70% of base salary
|
| |
0% - 200% of target payment amount
|
|
| David E. Ball | | |
50% of base salary
|
| |
0% - 200% of target payment amount
|
|
| Arjun R. Sarker | | |
50% of base salary
|
| |
0% - 200% of target payment amount
|
|
|
William D. Haydon
|
| |
60% of base salary
|
| |
0% - 200% of target payment amount
|
|
| John W. Wesley | | |
60% of base salary
|
| |
0% - 200% of target payment amount
|
|
| | | |
Joseph F.
Woody |
| |
Michael C.
Greiner |
| |
David E.
Ball |
| |
Arjun R.
Sarker |
| |
John W.
Wesley |
|
|
Adjusted Net Sales
|
| | 60% | | | 60% | | | 60% | | | 60% | | | 60% | |
| Adjusted EBITDA | | | 20% | | | 20% | | | 20% | | | 20% | | | 20% | |
|
Strategic Initiatives
|
| | 20% | | | 20% | | | 20% | | | 20% | | | 20% | |
|
2020 Goal
|
| |
Explanation
|
| |
Reason for use as a Performance
Measure |
|
|
Adjusted Net Sales
|
| | Net sales for 2020 on a constant currency basis, and adjusted to eliminate corporate sales and incremental sales from our acquisition of NeoMed, Inc. and the endoClear and ambIT brands. | | | A key indicator of overall growth | |
| Adjusted EBITDA | | |
EBITDA adjusted for incremental expenses arising from the COVID-19 pandemic, restructuring charges, post-divestiture transition charges, certain litigation costs and the impact of acquisitions.
|
| |
A key indicator of overall performance
|
|
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| | | |
Joseph F.
Woody |
| |
Michael C.
Greiner |
| |
David E.
Ball |
| |
Arjun R.
Sarker |
| |
William D.
Haydon |
| |
John W.
Wesley |
|
| Adjusted Net Sales | | | 40% | | | 40% | | | 40% | | | 40% | | | 15% | | | 40% | |
| Adjusted EBITDA | | | 20% | | | 20% | | | 20% | | | 20% | | | 10% | | | 20% | |
| Strategic Initiatives | | | 40% | | | 40% | | | 40% | | | 40% | | | 50% | | | 40% | |
| NA Pain Franchise | | | 0% | | | 0% | | | 0% | | | 0% | | | 17% | | | 0% | |
|
Global Pain Franchise
|
| | 0% | | | 0% | | | 0% | | | 0% | | | 8% | | | 0% | |
Measure
|
| |
Range of Performance Levels
|
| |||||||||||||||
|
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||||
Adjusted Net Sales (millions) | | | | | 653.8 | | | | | | 678.8 | | | | | | 717.2 | | |
Adjusted EBITDA (millions) | | | | | 53.8 | | | | | | 69.5 | | | | | | 93.1 | | |
Initial Payout Percentage | | | | | —% | | | | | | 100.0% | | | | | | 200.0% | | |
|
2020 Goal
|
| |
Explanation
|
| |
Reason for use as a Performance
Measure |
|
|
Adjusted Net Sales
|
| | Net sales for 2020 on a constant currency basis, and adjusted to eliminate corporate sales and incremental sales from our acquisition of NeoMed, Inc. and the endoClear and ambIT brands. | | | A key indicator of overall growth | |
| Adjusted EBITDA | | |
EBITDA adjusted for incremental expenses arising from the COVID-19 pandemic, restructuring charges, post-divestiture transition charges, certain litigation costs and the impact of acquisitions.
|
| |
A key indicator of overall performance
|
|
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
|
Strategic Initiative
|
| |
Scope/Definition
|
|
| Cost Savings Initiative | | |
•
Deliver a defined amount of incremental SG&A and R&D savings
•
Deliver COVID-related savings or savings achieved in addition to the savings included in the original 2020 plan
|
|
| Optimize Free Cash Flow Initiative | | |
•
Reduce AR past-due to a defined percentage of total AR
•
Deliver AP outstanding by a defined amount of days
•
Achieve inventory reduction to a defined amount of days
•
Achieve annual capex by a defined dollar range
|
|
| | |
Range of Performance Level
|
| |||||||||||||||
Measure
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
Strategic Initiatives | | | | | —% | | | | | | 50% | | | | | | 150% | | |
Payout Table
|
| |
|
| |
|
| |
|
| |||||||||
Achieve One Initiative | | | | | 50% | | | | | | | | | | | | | ||
Achieve Two Initiatives | | | | | 150% | | | | | | | | | | | | | | |
Name
|
| |
Annual
Incentive Target Opportunity |
| |
Annual
Incentive Maximum Opportunity |
| |
Actual
2020 Annual Incentive Payout |
| |||||||||||||||||||||||||||
|
% of
Base Salary |
| |
Amount
($) |
| |
% of
Target |
| |
Amount
($) |
| |
% of
Target |
| |
Amount
($) |
| ||||||||||||||||||||
Joseph F. Woody | | | | | 115% | | | | | | 1,079,731 | | | | | | 200% | | | | | | 2,159,462 | | | | | | 137.0% | | | | | | 1,479,232 | | |
Michael C.Greiner | | | | | 70% | | | | | | 336,000 | | | | | | 200% | | | | | | 672,000 | | | | | | 137.0% | | | | | | 460,320 | | |
David E. Ball | | | | | 50% | | | | | | 200,000 | | | | | | 200% | | | | | | 400,000 | | | | | | 137.0% | | | | | | 274,000 | | |
Arjun R. Sarker | | | | | 50% | | | | | | 193,163 | | | | | | 200% | | | | | | 386,326 | | | | | | 137.0% | | | | | | 264,633 | | |
William D. Haydon | | | | | 60% | | | | | | 77,875 | | | | | | 200% | | | | | | 155,750 | | | | | | 133.8% | | | | | | 104,197 | | |
John W. Wesley | | | | | 60% | | | | | | 223,981 | | | | | | 200% | | | | | | 447,962 | | | | | | 137.0% | | | | | | 306,854 | | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
NAME
|
| |
Target Grant
Value of LTI Awards ($) |
| |
Target TRSUs
Awarded ($) |
| |
Target TRSUs
Awarded (#) |
| |
Target Stock
Options Awarded ($) |
| |
Target Stock
Options Awarded (#) |
| |||||||||||||||
Joseph F. Woody | | | | | 5,310,000 | | | | | | 3,982,500 | | | | | | 129,850 | | | | | | 1,327,500 | | | | | | 135,183 | | |
Michael C.Greiner | | | | | 1,500,000 | | | | | | 1,125,000 | | | | | | 36,681 | | | | | | 375,000 | | | | | | 38,187 | | |
David E. Ball | | | | | 337,500 | | | | | | 253,125 | | | | | | 8,253 | | | | | | 84,375 | | | | | | 8,592 | | |
Arjun R. Sarker | | | | | 337,500 | | | | | | 253,125 | | | | | | 8,253 | | | | | | 84,375 | | | | | | 8,592 | | |
John W. Wesley | | | | | 675,000 | | | | | | 506,250 | | | | | | 16,506 | | | | | | 168,750 | | | | | | 17,184 | | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
|
Goal
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
|
|
Relative TSR
|
| |
TSR rank below
25th Percentile |
| |
TSR rank at
50th Percentile |
| |
TSR rank at or
above 75th Percentile |
|
|
Payout Scale
|
| |
—%
|
| |
100%
|
| |
200%
|
|
NAME (1)
|
| |
2018 PRSUs AWARDED
(shares) |
| |
FINAL PAYOUT
% |
| |
FINAL VALUE DELIVERED
($) |
| |||||||||
Joseph F. Woody | | | | | 43,436 | | | | | | 0 | | | | | | 0 | | |
Arjun R. Sarker | | | | | 619 | | | | | | 0 | | | | | | 0 | | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
|
Position
|
| |
Ownership Level
|
|
| Board Members | | | Five times annual cash retainer amount | |
| Chief Executive Officer | | | Five times annual base salary | |
| Other named executive officers | | | Two times annual base salary | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
|
Compensation Committee Report
In accordance with its written charter adopted by the Board, the Compensation Committee of the Company has oversight of compensation policies designed to align executive officers’ compensation with our overall business strategy, values, and management initiatives. In discharging its oversight responsibility, the Committee has retained an independent compensation consultant to advise the Committee regarding market and general compensation trends.
The Committee has reviewed and discussed the Compensation Discussion and Analysis with our management, which has the responsibility for preparing the Compensation Discussion and Analysis. Based upon this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2020.
COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS
William Hawkins, Chair
Heidi Kunz Patrick O’Leary |
|
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
NAME AND
PRINCIPAL POSITION |
| |
YEAR
|
| |
SALARY
($) |
| |
BONUS
($) |
| |
STOCK
AWARDS ($) |
| |
OPTION
AWARDS ($) |
| |
NON-EQUITY
INCENTIVE PLAN COMPENSATION ($) |
| |
CHANGE
IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) |
| |
ALL OTHER
COMPENSATION ($) |
| |
TOTAL
($) |
| |||||||||||||||||||||||||||
Joseph F. Woody
Chief Executive Officer |
| | | | 2020 | | | | | | 938,897 | | | | | | — | | | | | | 3,748,770 | | | | | | 1,327,497 | | | | | | 1,479,232 | | | | | | — | | | | | | 56,334 | | | | | | 7,550,729 | | |
| | | 2019 | | | | | | 932,060 | | | | | | — | | | | | | 2,551,346 | | | | | | 1,416,000 | | | | | | — | | | | | | — | | | | | | 124,268 | | | | | | 5,023,674 | | | ||
| | | 2018 | | | | | | 904,913 | | | | | | — | | | | | | 2,897,616 | | | | | | 1,765,996 | | | | | | 723,251 | | | | | | — | | | | | | 157,487 | | | | | | 6,449,263 | | | ||
Michael C. Greiner
Senior Vice President and Chief Financial Officer |
| | | | 2020 | | | | | | 480,000 | | | | | | 40,000(2) | | | | | | 1,558,995 | | | | | | 374,996 | | | | | | 460,320 | | | | | | — | | | | | | 325,892 | | | | | | 3,240,203 | | |
David E. Ball
Senior Vice President, Global Supply Chain and Procurement |
| | | | 2020 | | | | | | 400,000 | | | | | | — | | | | | | 238,264 | | | | | | 84,373 | | | | | | 274,000 | | | | | | — | | | | | | 23,000 | | | | | | 1,019,637 | | |
| | | 2019 | | | | | | 400,000 | | | | | | — | | | | | | 162,159 | | | | | | 90,004 | | | | | | — | | | | | | — | | | | | | 392,300 | | | | | | 1,044,463 | | | ||
Arjun R. Sarker
Senior Vice President, International |
| | | | 2020 | | | | | | 386,325 | | | | | | — | | | | | | 238,264 | | | | | | 84,373 | | | | | | 264,633 | | | | | | — | | | | | | 30,017 | | | | | | 1,003,612 | | |
| | | 2019 | | | | | | 384,431 | | | | | | 140,000(1) | | | | | | 162,159 | | | | | | 90,004 | | | | | | — | | | | | | — | | | | | | 60,204 | | | | | | 696,798 | | | ||
| | | 2018 | | | | | | 399,957 | | | | | | 129,000(1) | | | | | | 211,897 | | | | | | 16,127 | | | | | | 115,374 | | | | | | — | | | | | | 246,577 | | | | | | 1,118,933 | | | ||
William D. Haydon
Senior Vice President and General Manager, Pain Franchise |
| | | | 2020 | | | | | | 129,792 | | | | | | 50,000(2) | | | | | | 200,005 | | | | | | | | | | | | 104,197 | | | | | | — | | | | | | 53,370 | | | | | | 537,364 | | |
John W. Wesley
Senior Vice President and General Counsel |
| | | | 2020 | | | | | | 373,302 | | | | | | — | | | | | | 476,528 | | | | | | 168,747 | | | | | | 306,854 | | | | | | — | | | | | | 1,025,273 | | | | | | 2,350,705 | | |
| | | 2019 | | | | | | 402,609 | | | | | | — | | | | | | 324,318 | | | | | | 179,997 | | | | | | — | | | | | | — | | | | | | 34,008 | | | | | | 940,932 | | | ||
| | | 2018 | | | | | | 393,750 | | | | | | — | | | | | | 368,306 | | | | | | 179,996 | | | | | | 164,194 | | | | | | — | | | | | | 47,354 | | | | | | 1,153,600 | | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
NAME(1)
|
| |
YEAR(2)
|
| |
STOCK AWARDS AT
GRANT DATE VALUE ($) |
| |
STOCK AWARDS AT HIGHEST
LEVEL OF PERFORMANCE CONDITIONS ($) |
| |||||||||
Joseph F. Woody
|
| | | | 2019 | | | | | | 2,124,000 | | | | | | 4,248,000 | | |
| | | 2018 | | | | | | 2,124,000 | | | | | | 4,248,000 | | | ||
David E. Ball | | | | | 2019 | | | | | | 135,000 | | | | | | 270,000 | | |
Arjun R. Sarker
|
| | | | 2019 | | | | | | 135,000 | | | | | | 270,000 | | |
| | | 2018 | | | | | | 32,250 | | | | | | 64,500 | | | ||
John W. Wesley
|
| | | | 2019 | | | | | | 270,000 | | | | | | 540,000 | | |
| | | 2018 | | | | | | 270,000 | | | | | | 540,000 | | |
NAME
|
| |
YEAR
|
| |
PERQUISITES
($)(1) |
| |
DEFINED
CONTRIBUTION PLAN AMOUNTS ($)(2) |
| |
SEPARATION-
RELATED PAYMENTS ($)(3) |
| |
TAX
Reimbursements ($)(4) |
| |
TOTAL
($) |
| ||||||||||||||||||
Joseph F. Woody
|
| | | | 2020 | | | | | | — | | | | | | 56,334 | | | | | | — | | | | | | — | | | | | | 56,334 | | |
| | | 2019 | | | | | | — | | | | | | 99,319 | | | | | | — | | | | | | 24,949 | | | | | | 124,268 | | | ||
| | | 2018 | | | | | | 41,189 | | | | | | 107,342 | | | | | | — | | | | | | 8,956 | | | | | | 157,487 | | | ||
Michael C. Greiner | | | | | 2020 | | | | | | 146,662 | | | | | | 31,200 | | | | | | — | | | | | | 148,030 | | | | | | 325,892 | | |
David E. Ball
|
| | | | 2020 | | | | | | — | | | | | | 23,000 | | | | | | — | | | | | | — | | | | | | 23,000 | | |
| | | 2019 | | | | | | 298,047 | | | | | | 24,342 | | | | | | — | | | | | | 69,910 | | | | | | 392,300 | | | ||
Arjun R. Sarker
|
| | | | 2020 | | | | | | 7,803 | | | | | | 22,214 | | | | | | — | | | | | | — | | | | | | 30,017 | | |
| | | 2019 | | | | | | 4,404 | | | | | | 38,388 | | | | | | — | | | | | | 17,412 | | | | | | 60,204 | | | ||
| | | 2018 | | | | | | 127,313 | | | | | | 12,728 | | | | | | — | | | | | | 106,537 | | | | | | 246,577 | | | ||
William D. Haydon | | | | | 2020 | | | | | | 15,280 | | | | | | 10,788 | | | | | | — | | | | | | 27,303 | | | | | | 53,370 | | |
John W. Wesley
|
| | | | 2020 | | | | | | — | | | | | | 23,754 | | | | | | 1,001,519 | | | | | | — | | | | | | 1,025,273 | | |
| | | 2019 | | | | | | — | | | | | | 34,008 | | | | | | — | | | | | | — | | | | | | 34,008 | | | ||
| | | 2018 | | | | | | — | | | | | | 47,354 | | | | | | — | | | | | | — | | | | | | 47,354 | | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
NAME
|
| |
GRANT TYPE
|
| |
DATE
COMMITTEE TOOK ACTION(2) |
| |
GRANT
DATE(3) |
| |
ESTIMATED FUTURE PAYOUTS
UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) |
| |
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN AWARDS |
| |
ALL OTHER
STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(4) (#) |
| |
ALL OTHER
OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) |
| |
EXERCISE
OR BASE PRICE OF OPTION AWARDS ($ / SH) |
| |
GRANT
DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(4)(5) |
| ||||||||||||||||||||||||||||||||||||||||||
|
THRESHOLD
($) |
| |
TARGET
($) |
| |
MAXIMUM
($) |
| |
THRESHOLD
(#) |
| |
TARGET
(#) |
| |
MAXIMUM
(#) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
Joseph F.
Woody |
| |
Time-based
RSUs |
| |
4/27/2020
|
| |
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 129,850 | | | | | | — | | | | | | — | | | | | $ | 3,748,770 | | |
|
Time-vested
stock option |
| |
4/27/2020
|
| |
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 135,183 | | | | | | 28.87 | | | | | | 1,327,497 | | | ||
|
Annual cash
incentive award |
| |
—
|
| |
—
|
| | | | — | | | | | | 1,079,731 | | | | | | 2,159,462 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Michael C.
Greiner |
| |
Time-based
RSUs(6) |
| |
1/2/2020
|
| |
1/2/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,702 | | | | | | — | | | | | | — | | | | | | 500,015 | | |
|
Time-based
RSUs |
| |
4/27/2020
|
| |
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,681 | | | | | | — | | | | | | — | | | | | | 1,058,980 | | | ||
|
Time-vested
stock option |
| |
4/27/2020
|
| |
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 38,187 | | | | | | 28.87 | | | | | | 374,996 | | | ||
|
Annual cash
incentive award |
| |
—
|
| |
—
|
| | | | — | | | | | | 336,000 | | | | | | 672,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
David E.
Ball |
| |
Time-based
RSUs |
| |
4/27/2020
|
| |
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,253 | | | | | | — | | | | | | — | | | | | | 238,264 | | |
|
Time-vested
stock option |
| |
4/27/2020
|
| |
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 8,592 | | | | | | 28.87 | | | | | | 84,373 | | | ||
|
Annual cash
incentive award |
| |
—
|
| |
—
|
| | | | — | | | | | | 200,000 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Arjun R.
Sarker |
| |
Time-based
RSUs |
| |
4/27/2020
|
| |
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,253 | | | | | | — | | | | | | — | | | | | | 238,264 | | |
|
Time-vested
stock option |
| |
4/27/2020
|
| |
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,592 | | | | | | 28.87 | | | | | | 84,373 | | | ||
|
Annual cash
incentive award |
| |
—
|
| |
—
|
| | | | — | | | | | | 193,163 | | | | | | 386,326 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
William D.
Haydon |
| |
Time-Based
RSUs(6) |
| |
8/31/2020
|
| |
8/31/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,173 | | | | | | — | | | | | | — | | | | | | 200,005 | | |
|
Annual cash
incentive award |
| |
—
|
| |
—
|
| | | | — | | | | | | 77,875 | | | | | | 155,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
John W.
Wesley |
| |
Time-based
RSUs |
| |
4/27/2020
|
| |
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,506 | | | | | | — | | | | | | — | | | | | | 476,528 | | |
|
Time-vested
stock option |
| |
4/27/2020
|
| |
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,184 | | | | | | 28.87 | | | | | | 168,747 | | | ||
|
Annual cash
incentive award |
| |
—
|
| |
—
|
| | | | — | | | | | | 223,981 | | | | | | 447,962 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ | ▪ |
| | | | | |
OPTION AWARDS(1)
|
| |
STOCK AWARDS
|
| ||||||||||||||||||||||||||||||||||||||||||
NAME
|
| |
GRANT
DATE |
| |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE |
| |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE |
| |
OPTION
EXERCISE PRICE ($)(2) |
| |
OPTION
EXPIRATION DATE |
| |
NUMBER OF
SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(3) |
| |
MARKET
VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) |
| |
EQUITY
INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(4) |
| |
EQUITY
INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(4) |
| ||||||||||||||||||||||||
Joseph F. Woody
|
| |
5/7/2020
|
| | | | — | | | | | | 135,183 | | | | | $ | 28.87 | | | | | | 5/7/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 129,850 | | | | | $ | 5,957,518 | | | | | | — | | | | | | — | | | ||
|
5/8/2019
|
| | | | 36,620 | | | | | | 85,449 | | | | | $ | 43.59 | | | | | | 5/8/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
5/8/2019
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 48,727 | | | | | $ | 2,235,595 | | | ||
|
5/3/2018
|
| | | | 15,339(5) | | | | | | 10,227(5) | | | | | $ | 52.10 | | | | | | 5/3/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
5/3/2018
|
| | | | 62,059 | | | | | | 41,374 | | | | | $ | 52.10 | | | | | | 5/3/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
6/26/2017
|
| | | | 149,053 | | | | | | — | | | | | $ | 39.93 | | | | | | 6/26/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Michael C.
Greiner |
| |
5/7/2020
|
| | | | — | | | | | | 38,187 | | | | | $ | 28.87 | | | | | | 5/7/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,681 | | | | | $ | 1,682,924 | | | | | | — | | | | | | — | | | ||
|
1/2/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,702(6) | | | | | $ | 674,528 | | | | | | — | | | | | | — | | | ||
David E. Ball
|
| |
5/7/2020
|
| | | | — | | | | | | 8,592 | | | | | $ | 28.87 | | | | | | 5/7/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,253 | | | | | $ | 378,648 | | | | | | — | | | | | | — | | | ||
|
5/8/2019
|
| | | | 2,327 | | | | | | 5,432 | | | | | $ | 43.59 | | | | | | 5/8/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
5/8/2019
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,097 | | | | | $ | 142,090 | | | ||
|
12/17/2018
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,728 | | | | | $ | 216,921 | | | | | | — | | | | | | — | | | ||
Arjun R. Sarker
|
| |
5/7/2020
|
| | | | — | | | | | | 8,592 | | | | | $ | 28.87 | | | | | | 5/7/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
5/7/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,253 | | | | | $ | 378,648 | | | | | | — | | | | | | — | | | ||
|
5/8/2019
|
| | | | 2,327 | | | | | | 5,432 | | | | | $ | 43.59 | | | | | | 5/8/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
5/8/2019
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,097 | | | | | $ | 142,090 | | | ||
|
5/3/2018
|
| | | | 706 | | | | | | 472 | | | | | $ | 52.10 | | | | | | 5/3/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
5/3/2018
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 310 | | | | | $ | 14,223 | | | | | | — | | | | | | — | | | ||
|
5/3/2018
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,879(7) | | | | | $ | 132,089 | | | | | | — | | | | | | — | | | ||
|
5/3/2017
|
| | | | 2,104 | | | | | | — | | | | | $ | 36.74 | | | | | | 5/3/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
William D.
Haydon |
| |
8/31/2020
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,173(8) | | | | | $ | 283,217 | | | | | | — | | | | | | — | | |
John W. Wesley
|
| |
5/7/2020
|
| | | | 17,184 | | | | | | — | | | | | $ | 28.87 | | | | | | 12/1/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
5/8/2019
|
| | | | 15,517 | | | | | | — | | | | | $ | 43.59 | | | | | | 12/1/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
5/8/2019
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,269 | | | | | $ | 149,982 | | | ||
|
5/3/2018
|
| | | | 13,148 | | | | | | — | | | | | $ | 52.10 | | | | | | 12/1/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
5/3/2017
|
| | | | 22,447 | | | | | | — | | | | | $ | 36.74 | | | | | | 12/1/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
5/5/2016
|
| | | | 25,974 | | | | | | — | | | | | $ | 29.48 | | | | | | 12/1/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
5/5/2015
|
| | | | 12,821 | | | | | | — | | | | | $ | 45.53 | | | | | | 5/5/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
3/5/2015
|
| | | | 11,416 | | | | | | — | | | | | $ | 45.47 | | | | | | 3/5/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
11/7/2014
|
| | | | 2,200 | | | | | | — | | | | | $ | 37.88 | | | | | | 11/7/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
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| | |
OPTION AWARDS
|
| |
STOCK AWARDS
|
| ||||||||||||||||||
NAME(1)
|
| |
NUMBER OF
SHARES ACQUIRED ON EXERCISE (#) |
| |
VALUE REALIZED
ON EXERCISE ($) |
| |
NUMBER OF
SHARES ACQUIRED ON VESTING (#) |
| |
VALUE REALIZED
ON VESTING ($)(2) |
| ||||||||||||
Joseph F. Woody | | | | | — | | | | | | — | | | | | | 8,348 | | | | | | 239,254 | | |
Arjun R. Sarker | | | | | — | | | | | | — | | | | | | 510 | | | | | | 15,846 | | |
John W. Wesley | | | | | — | | | | | | — | | | | | | 5,502 | | | | | | 230,589 | | |
NAME
|
| |
PLAN
|
| |
COMPANY
CONTRIBUTIONS IN 2020 ($)(1) |
| |
AGGREGATE
EARNINGS IN 2020 ($)(2) |
| |
AGGREGATE
BALANCE AT DECEMBER 31, 2020 |
| |||||||||
Joseph F. Woody | | |
Non-Qualified 401(k) Plan
|
| | | | 56,334 | | | | | | 30,495 | | | | | | 275,666 | | |
Michael C. Greiner | | |
Non-Qualified 401(k) Plan
|
| | | | 31,200 | | | | | | 1,175 | | | | | | 15,275 | | |
David E. Ball | | |
Non-Qualified 401(k) Plan
|
| | | | 23,000 | | | | | | 1,237 | | | | | | 14,886 | | |
Arjun R. Sarker | | |
Non-Qualified 401(k) Plan
|
| | | | 22,214 | | | | | | 3,291 | | | | | | 31,204 | | |
William D. Haydon | | |
Non-Qualified 401(k) Plan
|
| | | | 10,788 | | | | | | — | | | | | | — | | |
John W. Wesley | | |
Non-Qualified 401(k) Plan
|
| | | | 23,754 | | | | | | 86,248 | | | | | | 613,579 | | |
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| | | |
Avanos Medical 401(k) Plan
|
| |
Avanos Medical Non-Qualified
401(k) Plan |
|
| Purpose | | | To assist employees in saving for retirement | | |
To provide benefits to the extent necessary to fulfill the intent of the Avanos Medical 401(k) Plan without regard to the limitations imposed by the Code on qualified defined contribution plans
|
|
| Eligible participants | | | Most employees | | | Salaried employees impacted by limitations imposed by the Code on the Avanos Medical 401(k) Plan | |
| Is the plan qualified under the Code? | | | Yes | | | No | |
| Can employees make contributions? | | | Yes | | | No | |
| Does the Company make contributions or match employee contributions? | | | The Company matches 100% of employee contributions, to a yearly maximum of 6% of eligible compensation. | | | The Company provides credit to the extent the Company’s contributions to the Avanos Medical 401(k) Plan are limited by the Code | |
| When do account balances vest? | | | Immediately | | | Immediately | |
| How are account balances invested? | | |
Account balances are invested in certain designated investment options selected by the participant
|
| |
Account balances are credited with earnings and losses as if such account balances were invested in certain designated investment options selected by the participant
|
|
| When are account balances distributed? | | |
Distributions of the participant’s vested account balance are only available after termination of employment. Loans, hardship and certain other withdrawals are allowed prior to termination of employment for certain vested amounts under the Avanos Medical 401(k) Plan
|
| | Distributions of the participant’s vested account balance are payable after termination of employment. | |
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NAME
|
| |
CASH
PAYMENT ($) |
| |
EQUITY WITH
ACCELERATED VESTING(1) ($) |
| |
ADDITIONAL
RETIREMENT BENEFITS(2) ($) |
| |
CONTINUED
BENEFITS AND OTHER AMOUNTS(3)(4) ($) |
| |
TOTAL
($) |
| |||||||||||||||
Joseph F. Woody | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Qualified Termination of
Employment in connection with a Change in Control(5) |
| | | | 5,116,986 | | | | | | 10,688,254 | | | | | | 112,668 | | | | | | 35,448 | | | | | | 15,953,356 | | |
Involuntary termination absent a Change in Control(6)
|
| | | | 5,116,986 | | | | | | — | | | | | | — | | | | | | 13,043 | | | | | | 5,130,029 | | |
Death(7)(8)
|
| | | | 2,479,232 | | | | | | 6,910,232 | | | | | | — | | | | | | — | | | | | | 9,389,464 | | |
Disability
|
| | | | 1,479,232 | | | | | | 6,910,232 | | | | | | — | | | | | | — | | | | | | 8,389,464 | | |
Michael C. Greiner | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Qualified Termination of
Employment in connection with a Change in Control(5) |
| | | | 1,560,000 | | | | | | 3,007,013 | | | | | | 62,400 | | | | | | 36,314 | | | | | | 4,665,727 | | |
Involuntary termination absent a Change in Control(6)
|
| | | | 1,560,000 | | | | | | — | | | | | | — | | | | | | 16,029 | | | | | | 1,576,029 | | |
Death(7)(8)
|
| | | | 1,420,320 | | | | | | 1,239,574 | | | | | | — | | | | | | — | | | | | | 2,659,894 | | |
Disability
|
| | | | 460,320 | | | | | | 1,239,574 | | | | | | — | | | | | | — | | | | | | 1,699,894 | | |
David E. Ball | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Qualified Termination of
Employment in connection with a Change in Control(5) |
| | | | 1,100,000 | | | | | | 896,248 | | | | | | 46,000 | | | | | | 26,576 | | | | | | 2,068,824 | | |
Involuntary termination absent a Change in Control(6)
|
| | | | 1,100,000 | | | | | | — | | | | | | — | | | | | | 13,039 | | | | | | 1,113,039 | | |
Death(7)(8)
|
| | | | 1,074,000 | | | | | | 466,721 | | | | | | — | | | | | | — | | | | | | 1,540,721 | | |
Disability
|
| | | | 274,000 | | | | | | 466,721 | | | | | | — | | | | | | — | | | | | | 740,721 | | |
Arjun R. Sarker | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Qualified Termination of
Employment in connection with a Change in Control(5) |
| | | | 1,062,394 | | | | | | 1,108,856 | | | | | | 44,427 | | | | | | 36,314 | | | | | | 2,251,991 | | |
Involuntary termination absent a Change in Control(6)
|
| | | | 1,062,394 | | | | | | — | | | | | | — | | | | | | 16,029 | | | | | | 1,078,423 | | |
Death(8)(9)
|
| | | | 1,037,333 | | | | | | 474,381 | | | | | | — | | | | | | — | | | | | | 1,511,714 | | |
Disability
|
| | | | 264,633 | | | | | | 474,381 | | | | | | — | | | | | | — | | | | | | 739,014 | | |
William D. Haydon | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Qualified Termination of
Employment in connection with a Change in Control(5) |
| | | | 1,001,875 | | | | | | 283,217 | | | | | | 21,575 | | | | | | 36,314 | | | | | | 1,342,981 | | |
Involuntary termination absent a Change in Control(6)
|
| | | | 1,001,875 | | | | | | — | | | | | | — | | | | | | 16,029 | | | | | | 1,017,904 | | |
Death(7)(8)
|
| | | | 874,197 | | | | | | 31,555 | | | | | | — | | | | | | — | | | | | | 905,752 | | |
Disability
|
| | | | 104,197 | | | | | | 31,555 | | | | | | — | | | | | | — | | | | | | 135,752 | | |
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Category
|
| |
2020 Total
Compensation and Ratio ($) |
| |||
Annual total compensation of Mr. Woody (A) | | | | | 7,550,729 | | |
Median annual total compensation of all employees worldwide
(excluding Mr. Woody) (B) |
| | | | 6,359 | | |
Ratio of A to B | | | | | 1,187:1 | | |
| |
|
| |
The Board of Directors unanimously recommends a vote FOR the option of every ONE YEAR as the frequency with which stockholders are provided an advisory vote on the compensation of our named executive officers.
|
| |
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| Total shares underlying outstanding stock options | | | | | 1,452,536 | | |
| Total shares underlying outstanding unvested time-based full value awards | | | | | 543,436 | | |
| Total shares underlying outstanding unvested performance-based full value awards(1) | | | | | 194,004 | | |
| Total shares underlying all outstanding awards(2) | | | | | 2,489,976 | | |
| Weighted average exercise price of outstanding stock options | | | | $ | 39.68 | | |
| Weighted average remaining contractual life of outstanding stock options | | |
6.4 years
|
| |||
| Total shares currently available for grant of new awards | | | | | 657,766 | | |
| Common Stock outstanding as of January 29, 2021 | | | | | 47,964,459 | | |
| Market price of Common Stock as of January 29, 2021 | | | | $ | 45.30 | | |
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| |
|
| |
The Board of Directors unanimously recommends a vote FOR the approval of the 2021 Long Term Incentive Plan.
|
| |
NAME
|
| |
NUMBER OF SHARES(1)(2)(3)
|
| |
PERCENT OF CLASS
|
| ||||||
David E. Ball | | | | | 12,981 | | | | | | * | | |
Gary D. Blackford | | | | | 38,850 | | | | | | * | | |
John P. Byrnes | | | | | 28,878 | | | | | | * | | |
Michael C. Greiner | | | | | 51,568 | | | | | | * | | |
William A. Hawkins, III | | | | | 28,225 | | | | | | * | | |
William D. Haydon | | | | | 6,173 | | | | | | * | | |
Heidi Kunz | | | | | 28,885 | | | | | | * | | |
Patrick J. O’Leary | | | | | 28,900 | | | | | | * | | |
Maria Sainz | | | | | 28,042 | | | | | | * | | |
Arjun R. Sarker | | | | | 13,900 | | | | | | * | | |
Dr. Julie Shimer | | | | | 28,850 | | | | | | * | | |
John W. Wesley | | | | | 30,135 | | | | | | * | | |
Joseph F. Woody | | | | | 154,572 | | | | | | * | | |
All directors, nominees and executive officers as a group (13 persons)
|
| | | | 479,959 | | | | | | 0.99% | | |
Name
|
| |
Time-Vested
Restricted Share Units (#) |
| |
Performance-Based
Restricted Share Units (#) |
| ||||||
Joseph F. Woody | | | | | 129,850 | | | | | | 92,163 | | |
Michael C. Greiner | | | | | 51,383 | | | | | | — | | |
David E. Ball | | | | | 12,981 | | | | | | 3,097 | | |
Arjun R. Sarker | | | | | 11,442 | | | | | | 3,716 | | |
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Name
|
| |
Number of Shares
|
| |||
Joseph F. Woody | | | | | 75,320 | | |
David E. Ball | | | | | 2,327 | | |
Arjun R. Sarker | | | | | 4,032 | | |
All directors, nominees and executive officers as a group | | | | | 81,679 | | |
Name and Address of Beneficial Owner
|
| |
Number of Shares of Common
Stock Beneficially Owned |
| |
Percentage of Common
Stock Outstanding |
| ||||||
Blackrock, Inc(1)
55 East 52nd Street New York, NY 10055 |
| | | | 5,323,341 | | | | | | 11.10% | | |
The Vanguard Group(2)
100 Vanguard Boulevard Malvern, PA 19355 |
| | | | 4,337,913 | | | | | | 9.07% | | |
Wellington Management Company LLP(3)
280 Congress Street Boston, MA 02210 |
| | | | 4,305,838 | | | | | | 9.00% | | |
Champlain Investment Partners, LLC(4)
180 Battery Street, Suite 400 Burlington, VT 05401 |
| | | | 3,470,935 | | | | | | 7.15% | | |
T. Rowe Price Associates, Inc.(5)
100 E. Pratt Street Baltimore, MD 21202 |
| | | | 3,494,582 | | | | | | 7.30% | | |
Paradice Investment Management, Inc.(6)
250 Fillmore Street, Suite 425 Denver, CO 80206 |
| | | | 2,482,743 | | | | | | 5.20% | | |
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Avanos Medical, Inc.
5405 Windward Parkway, Suite 100 South Alpharetta, Georgia 30004 Telephone (678) 425-9273 March 19, 2021 |
| |
By Order of the Board of Directors.
Ross Mansbach
|
|
| | | | Senior Vice President, General Counsel (Interim) & Corporate Secretary | |
Year Ended December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Net sales, as reported | | | | $ | 714.8 | | | | | $ | 697.6 | | |
Corporate sales and other
|
| | | | — | | | | | | 0.3 | | |
Acquisition-related net sales
|
| | | | — | | | | | | (41.2) | | |
Currency
|
| | | | — | | | | | | — | | |
Net Sales, as adjusted (non-GAAP) | | | | $ | 714.8 | | | | | $ | 656.7 | | |
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Year Ended December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Net loss, as reported | | | | $ | (27.2) | | | | | $ | (45.9) | | |
Diluted loss per share, as reported | | | | | (0.57) | | | | | | (0.96) | | |
COVID-19 related expenses
|
| | | | 7.9 | | | | | | — | | |
2020 Restructuring charges
|
| | | | 27.6 | | | | | | — | | |
Post divestiture restructuring and IT charges
|
| | | | 2.2 | | | | | | 20.2 | | |
Post divestiture transition charges
|
| | | | 14.9 | | | | | | 56.3 | | |
Acquisition and integration-related charges
|
| | | | 12.5 | | | | | | 13.1 | | |
Litigation and legal
|
| | | | 27.5 | | | | | | 22.5 | | |
Intangibles amortization
|
| | | | 19.4 | | | | | | 20.0 | | |
Tax effects of adjusting items
|
| | | | (24.6) | | | | | | (35.4) | | |
Tax effects of the CARES Act and other
|
| | | | (22.5) | | | | | | — | | |
Net income, as adjusted (non-GAAP) | | | | $ | 37.7 | | | | | $ | 50.8 | | |
Diluted earnings per share, as adjusted (non-GAAP) | | | | $ | 0.79 | | | | | $ | 1.07 | | |
Diluted weighted average shares outstanding | | | | | 47.8 | | | | | | 47.6 | | |
Year Ended December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Net loss, as reported | | | | $ | (27.2) | | | | | $ | (45.9) | | |
Interest income and expense, net
|
| | | | 14.4 | | | | | | 8.3 | | |
Income tax provision
|
| | | | (33.3) | | | | | | (18.1) | | |
Depreciation and amortization
|
| | | | 42.9 | | | | | | 36.9 | | |
EBITDA, as reported | | | | | (3.2) | | | | | | (18.8) | | |
COVID-19 related expenses
|
| | | | 7.9 | | | | | | — | | |
2020 Restructuring charges
|
| | | | 27.6 | | | | | | — | | |
Post divestiture restructuring and IT charges
|
| | | | 2.2 | | | | | | 20.2 | | |
Post divestiture transition charges
|
| | | | 14.9 | | | | | | 56.3 | | |
Acquisition and integration-related charges
|
| | | | 12.5 | | | | | | 13.1 | | |
Litigation and legal
|
| | | | 27.5 | | | | | | 22.5 | | |
Adjusted EBITDA | | | | $ | 89.4 | | | | | $ | 93.3 | | |
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