Business context and reporting period
AngioDynamics, Inc. filed this Form 8-K, signed October 8, 2026, to report executive succession, related compensation agreements, and a director retirement. The report is not a quarterly or annual financial-results filing and provides no operating-period financial statements.
Financial and compensation matters
- No revenue, profit, cash flow, margin, debt, liquidity, or other operating-performance metrics are reported.
- Incoming CEO Eric Honroth’s annual base salary is $735,000, with a target annual bonus of 95% of base salary. He is also eligible for annual equity awards.
- On commencement, Honroth is to receive an equity award with a stated grant-date value of $1,487,116, a one-time $450,000 restricted-stock-unit award replacing forfeited prior-employer compensation, and a $350,000 cash sign-on bonus. The sign-on bonus is repayable if he resigns without Good Reason or is terminated for Cause before his first anniversary, subject to stated exceptions.
- Additional terms include a commuting and temporary-living allowance of $10,000 per month for up to 24 months, an automobile allowance of $24,000 annually, and eligible benefits and business-expense reimbursement.
- Severance for termination without Cause or resignation for Good Reason includes 18 months of salary continuation and health coverage, plus specified bonus and equity treatment. Qualifying termination following a Change in Control provides 24 months of salary continuation, a target-bonus lump sum, 18 months of health coverage, and accelerated vesting of outstanding equity awards.
- Outgoing CEO James C. Clemmer will receive a $30,000 monthly consulting fee for up to one year, plus reasonable expenses. If the company ends the consulting agreement early, it owes the remaining consulting fees as a lump sum.
Material changes and management context
- The Board appointed Honroth President and CEO effective November 2, 2026, concurrently with Clemmer’s retirement. Honroth most recently led Getinge AB’s Life Science business and previously held senior roles at Abbott Vascular, Becton Dickinson, CareFusion, and Boston Scientific.
- Clemmer has been CEO since April 2016. The filing states his retirement was not due to a disagreement with the company.
- Equity retention agreements for executive leadership team members provide for specified acceleration of previously granted awards for qualifying employees who remain employed when the successor CEO starts and are later terminated other than by resignation or for cause.
- Director Howard W. Donnelly, a Board member since 2004, notified the company of his intention to retire at the end of his current Class II term. The filing states this was not due to disagreement.
Outlook, risks, and unusual items
The filing provides no business or financial guidance. The agreements create potential compensation, severance, equity-vesting, and transition-related cash obligations; the filing does not quantify their aggregate expected cost or financial-statement impact. Honroth’s initial employment term is one year, automatically renewable for successive one-year terms unless either party gives timely notice.
Important facts for investors to verify
- Review Exhibits 10.1–10.3 for the full CEO employment, Clemmer consulting, and executive equity-retention terms, including definitions, conditions, and payment triggers.
- Confirm Honroth’s start date and the timing of Clemmer’s retirement and Board departure.
- Assess the eventual accounting and cash-flow effects of sign-on compensation, allowances, consulting fees, severance provisions, and accelerated equity awards; no total estimate is provided here.
- Check subsequent filings for any changes to the CEO transition, retention arrangements, or Donnelly’s Board service.