0001606498falseMarch 14, 202500016064982025-03-142025-03-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2025
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AVANOS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3644046-4987888
(State or other jurisdiction of incorporation)(Commission file number)(I.R.S. Employer Identification No.)
5405 Windward Parkway
Suite 100 South
Alpharetta,Georgia30004
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (844) 428-2667
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock - $0.01 Par ValueAVNSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 17, 2025, Avanos Medical, Inc. (the “Company”) announced the appointment of David Pacitti as the Company’s Chief Executive Officer, effective April 14, 2025.
Mr. Pacitti, age 59, will join the Company from Siemens Healthineers, a healthcare technology company, where he has served as President and Head of the Americas since February 2018. From October 2015 to February 2018, he served as President and Head of Healthcare, North America for Siemens Healthineers. Prior to that, he held several leadership roles at Abbott Vascular, including Division Vice President of U.S. Commercial Operations, Sales and Marketing and Vice President of Global Marketing. Mr. Pacitti joined Abbott Vascular upon its acquisition of Guidant Corporation, where he served in positions of increasing responsibility from 1995 to 2006. Mr. Pacitti is a former offensive lineman for the Miami Dolphins.
On March 14, 2025, Mr. Pacitti and the Company entered into an offer letter pursuant to which he will receive a base salary of $1,050,000 per year. In addition, he will be eligible to participate in the Company’s annual cash incentive program with a bonus target of 110% of his base salary and will be eligible for annual long-term incentive grants under the Company’s Long Term Incentive Plan with a target award value for 2026 of $5,000,000. In lieu of a 2025 long-term incentive award, Mr. Pacitti will receive a one-time equity award of performance-based restricted share units (“PRSUs”) with an award value equal to $3,500,000. Such PRSUs will vest on the third anniversary of the grant date (the “PRSU Vesting Date”) and will pay out: (i) at 50% of the number of PRSUs if the price of the Company’s common stock on the PRSU Vesting Date is $20.00; (ii) at 100% of the number of PRSUs if the price of the Company’s common stock on the PRSU Vesting Date is $25.00; (iii) at 200% of the number of PRSUs if the price of the Company’s common stock on the PRSU Vesting Date is $29.00; and (iv) at 250% of the number of PRSUs if the price of the Company’s common stock on the PRSU Vesting Date is $33.00 or higher. In addition, Mr. Pacitti will receive a one-time equity award of time-based restricted share units (“TRSUs”) with an award value equal to $3,500,000. Such TRSUs will vest 30% on the first anniversary of the grant date, 30% on the second anniversary of the grant date and 40% on the third anniversary of the grant date. Finally, Mr. Pacitti will receive a one-time $500,000 cash payment within 30 days of his start date. Mr. Pacitti will be eligible to participate in the standard employee benefit plans generally available to the Company’s executive employees, including medical, dental, vision and life insurance; flexible spending accounts; Company-paid disability programs; and a matching 401(k) plan. He will also be eligible to participate in the Company’s Executive Severance Plan, Severance Pay Plan and Executive Level Relocation Program.
The foregoing description of Mr. Pacitti’s offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Mr. Pacitti was not selected pursuant to any arrangement or understanding between him and any other person, and he has no family relationships with any of the Company’s directors or executive officers. There have been no related person transactions between the Company and Mr. Pacitti reportable under Item 404(a) of Regulation S-K.
Pending the commencement of Mr. Pacitti’s service as Chief Executive Officer, the Company expects that Michael C. Greiner will continue to serve as the Company’s Interim Chief Executive Officer.
Item 7.01    Regulation FD Disclosure
On March 17, 2025, the Company issued a press release announcing Mr. Pacitti’s appointment as the Company’s Chief Executive Officer, effective April 14, 2025. A copy of such press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein in its entirety.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.



Item 9.01    Financial Statements and Exhibits
(d)Exhibits.
    The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the inline XBRL document)

* Management contracts, compensatory plans or arrangements



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    
AVANOS MEDICAL, INC.
Date:March 17, 2025By:/s/ Mojirade James
Mojirade James
Senior Vice President and General Counsel



March 14, 2025

Mr. David Pacitti

Dear Dave,

We are pleased to extend to you an offer of employment to join Avanos in the position of Chief Executive Officer. In this role, you will report to the Board of Directors.

Start Date
Your anticipated start date is April 14, 2025.

Base Salary
Your starting salary will be $1,050,000 per year and is subject to applicable withholding and deductions. Consistent with our practices for salaried officers, you will be paid monthly on the last working day of the month.

Short-Term Incentive Compensation
You will be eligible to participate in Avanos’s annual cash incentive program. Your bonus incentive target will be 110% of your base pay earned during the year. Bonus criteria are established each year by the Compensation Committee. For 2025, your bonus will be based on Avanos’s performance for the year against targets previously established by the Compensation Committee. In early 2026, the Compensation Committee will assess the extent to which those performance targets have been met and then approve the resulting payout to executive officers. A description of the annual cash incentive program is set forth in Avanos’s proxy statement.

Long-Term Incentive Compensation
Beginning in 2026, you will be eligible for annual long-term incentive grants under Avanos’s Long Term Incentive Plan. Your target award value is $5,000,000. The mix of long-term incentive vehicles and their overall design will be determined by the Compensation Committee in their discretion.

Future annual long-term incentive target grant amounts, along with the grant type and mix, are subject to change by the Compensation Committee in their discretion. The complete terms and conditions of Avanos’s Long Term Incentive Plan are set forth in Avanos’s plan document.

Sign-on Awards
In lieu of your 2025 annual long-term equity award, you will receive a one-time equity award under Avanos’s Long Term Incentive Plan with an aggregate award value of $7,000,000, determined as of the date you sign this offer letter. Your award will consist of performance share units and restricted share units, as described below. These awards will be granted on your start date, but the number of shares subject to the awards will be determined based on the closing price of Avanos stock as of the date you sign this offer letter.

•The target number of performance-based restricted share units to be granted will be equal to an award value of $3,500,000, divided by the closing stock price for Avanos shares on


the date you sign this offer letter. The performance-based restricted share units will cliff vest at the end of the three-year performance period ending on the third anniversary of the grant date, conditioned upon your continued employment and Avanos’s achievement of share price appreciation targets during the performance period, as follows: 50% of target at a stock price of $20.00, 100% of target at a stock price of $25.00, 200% of target at a stock price of $29.00, and 250% of target at a stock price of $33.00. In order to vest at any particular level, the stock price must be at or above the relevant price for 20 consecutive trading days during the performance period.

•The number of restricted share units to be granted will be equal to an award value of $3,500,000, divided by the closing stock price for Avanos shares on the date you sign this offer letter. The restricted share units will vest over a three-year period from your start date (30% on the first anniversary of the grant date, 30% on the second anniversary of the grant date, and 40% on the third anniversary of the grant date), conditioned upon your continued employment; provided, that if you are terminated without Cause (as defined in Avanos’s Long Term Incentive Plan), your restricted share units will vest in full.

In addition, you will also receive a one-time cash award with an aggregate value of $500,000, which will be paid within thirty days of your start date. In the unlikely event that you voluntarily leave your employment with Avanos before the one year anniversary of your start date, you will be obligated to repay this cash award to Avanos.

Benefits
Avanos offers a comprehensive benefits package that includes medical, dental, vision, life insurance, flexible spending accounts, company-paid disability programs and a matching 401(k) plan. You will be provided a benefits guide with details of these programs.

Vacation
As an employee of Avanos, you will receive four (4) weeks of vacation and four (4) personal holidays per year. Vacation and personal holidays are prorated based on your date of hire.

Relocation
You will be eligible to participate in Avanos’s Executive Level Relocation Program. Weichert Workforce Mobility Inc. administers Avanos’s relocation services. A Weichert representative will contact you following your acceptance of this employment offer to review the Relocation Program with you.

In the unlikely event that you voluntarily leave the organization before the second anniversary of your start date, you will be obligated to repay to Avanos any relocation payments you have received under the Relocation Program.

Severance
You will be eligible to participate in Avanos’s existing Severance Pay Plan and Executive Severance Plan. The general terms of those plans are described in Avanos’s proxy statement, and the complete terms and conditions are set forth in Avanos’s plan documents.





Other Considerations
This offer is contingent upon: (1) the satisfactory completion of a background check and drug test; (2) verification of your legal right to work in the United States; (3) acknowledgment that you are not under any non-compete, non-solicitation or any other agreements that would prevent you from working for Avanos; and (4) your acceptance of Avanos’s Confidentiality, Non-Solicitation and Assignment of Business Ideas Agreement. This agreement is required of all new hires of Avanos because of an employee's potential access to confidential information, customer lists and trade secrets.

Employment at Avanos is at-will and can be ended by you or the Company for any reason at any time. Furthermore, this letter is simply intended to provide a general description of the terms of your at-will employment. It does not constitute a contract or give rise to any contractual or quasi-contractual rights, and the offer of employment or the terms of the employment may be changed or rescinded by Avanos at any time.

You will be an executive officer of Avanos and as such you will have obligations to file reports under Section 16 of the Securities and Exchange Act of 1934. The Company has a compliance program to assist officers and board members to meet their Section 16 filing obligations. In order to file Section16 reports required as a result of your hiring (a Form 3) and your receipt of the equity grants referenced above (a Form 4), the Company will need you to provide it with your SEC filing codes as soon as possible. Your Form 4 will be due no later than 2 days following the grant date of your awards.

We look forward to your acceptance of this offer and would appreciate your prompt response. If you have any questions or need additional information, please give me a call.

Sincerely,
/s/ Gary Blackford
Gary Blackford, Chairman

To indicate your acceptance of this offer and its terms and conditions, please sign in the space provided below.

Accepted:

/s/ David Pacitti
Signature
March 14, 2025
Date

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Media Contact: Katrine Kubis
Avanos Medical, Inc.
CorporateCommunications@Avanos.com
Avanos Medical Announces Appointment of David Pacitti as Chief Executive Officer
ALPHARETTA, Ga., March 17, 2025/PRNewswire/ -- Avanos Medical, Inc. (NYSE: AVNS), a leading medical technology company, today announced the appointment of David Pacitti as its new chief executive officer, effective April 14, 2025.
Pacitti joins Avanos with a distinguished career in the healthcare sector, most recently serving as president of Siemens Medical Solutions USA, Inc. and Head of the Americas, Siemens Healthineers. In this capacity, he played a pivotal role in driving strategic growth and operational excellence while leading the marketing, sales, service, and support functions in North America and Latin America across the entire Siemens Healthineers portfolio, including medical imaging, laboratory diagnostics, therapy solutions, and services.
“We are delighted to welcome David Pacitti as the new CEO of Avanos Medical,” said Gary Blackford, chair of the Avanos board of directors. “David’s extensive industry expertise, leadership acumen, and strategic vision make him the ideal choice to lead Avanos in its next phase of growth and success.”
Prior to joining Siemens Healthineers in 2015, Pacitti held several leadership roles at Abbott Vascular, including division vice president of U.S. commercial operations, sales and marketing, where he oversaw the company's North American business and played a pivotal role in key launches, including Abbott Vascular’s first drug-eluting stent franchise and structural heart franchise. From 2009 to 2013, he served as vice president of commercial operations, and from 2006 to 2009, he was vice president of global marketing. Pacitti joined Abbott Vascular through its acquisition of Guidant Corp, where he held positions of increasing responsibility from 1995 to 2006.
Pacitti serves as chair of the AdvaMed Medical Imaging Technology Division’s board of directors and on the boards for Orchestra BioMed and the Siemens Foundation. He is also a member of the CEO Council for Growth at the Chamber of Commerce for Greater Philadelphia, the Children’s Hospital of Philadelphia Corporate Council, the Medical University of South Carolina (MUSC) President’s Advisory Group, and the NextGen Advisory Board for the University of Missouri.
“I am honored to lead such a dynamic organization,” stated Pacitti. “Avanos has a strong portfolio of market-leading products and is committed to delivering breakthrough medical device solutions that improve quality of life. I look forward to building on our success and driving long-term value for our stakeholders.”
Pacitti holds a bachelor’s degree from Villanova University and an MBA from the University of Maryland.



About Avanos Medical
Avanos Medical (NYSE: AVNS) is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to the things that matter. Headquartered in Alpharetta, Georgia, Avanos is committed to addressing some of today’s most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. Avanos develops, manufactures and markets its recognized brands globally and holds leading market positions in multiple product categories. For more information, visit www.avanos.com and follow Avanos Medical on X (@AvanosMedical), LinkedIn and Facebook.