AngioDynamics names Eric Honroth CEO effective Nov. 2
The $350,000 sign-on bonus is repayable within 90 days if he resigns without Good Reason or is terminated for Cause before the first anniversary of his effective date.
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Form Type
8-K
Rhea-AI Filing Summary
AngioDynamics appointed Eric Honroth as president and chief executive officer effective November 2, 2026, succeeding James C. Clemmer, who will retire from those roles and leave the board. Honroth is also to join the board on that date, contingent on beginning CEO service and Clemmer's board retirement. Honroth most recently served as President Life Science at Getinge AB from 2018 to 2026.
Honroth's agreement sets a $735,000 annual base salary and a target annual bonus of 95% of salary. Contingent on starting the role, he will receive a $1,487,116 long-term incentive award split equally between restricted stock units and performance share units, a $450,000 replacement restricted-stock-unit award vesting on the first and second anniversaries, and a $350,000 cash sign-on bonus. The agreement also provides a $10,000 monthly commuting and temporary living allowance for up to 24 months and a $24,000 annual automobile allowance. Clemmer will consult through the first anniversary of the effective date, unless earlier terminated, for $30,000 monthly. Retention agreements provide for equity acceleration for covered executives under stated employment conditions.
Filing Explained
The retention terms can accelerate vesting of executives’ previously granted equity after the successor CEO starts, subject to continued employment and a qualifying later departure.
The company entered a consulting agreement with Clemmer that requires a lump-sum payment of fees remaining through the one-year consulting term if the company ends the agreement early.
The equity retention agreements cover executives, including named executive officers other than Clemmer, who remain employed when a successor CEO begins; acceleration applies if their employment later ends other than through resignation or a for-cause termination. Unvested restricted stock units then fully accelerate at termination, while performance share units vest pro rata based on actual performance at their normal vesting date.
Howard W. Donnelly also notified the board that he intends to retire as a Class II director at the end of his current term.
8-K Event Classification
3 items: 1.01, 5.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual base salary: $735,000 per year
Target annual bonus: 95% of base salary
Long-term incentive award: $1,487,116 grant-date value
+5 more
8 metrics
Annual base salary
$735,000 per year
Under Eric Honroth's employment agreement
Target annual bonus
95% of base salary
Honroth's annual bonus target
Long-term incentive award
$1,487,116 grant-date value
Split equally between restricted stock units and performance share units
Replacement restricted-stock-unit award
$450,000 grant-date value
One-time award vesting on the first and second anniversaries of the effective date, subject to continued employment
Cash sign-on bonus
$350,000
Repayment terms apply to specified departures before the first anniversary of the effective date
Commuting and temporary living allowance
$10,000 per month
Available for up to 24 months following the effective date
Consulting fee
$30,000 per month
James C. Clemmer's consulting agreement through the first anniversary of the effective date, unless earlier terminated
Automobile allowance
$24,000 per year
Under Honroth's employment agreement
Key Terms
restricted stock units, performance share units, Good Reason, Change in Control
4 terms
restricted stock units financial
"one-time award of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Good Reason financial
"resignation by Mr. Honroth for Good Reason"
Change in Control financial
"if a Change in Control occurs during the term"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who will be AngioDynamics' CEO, and when does he start?
Eric Honroth is to become AngioDynamics' president and chief executive officer on November 2, 2026, succeeding James C. Clemmer. Honroth is also to join the board on that date, contingent on beginning CEO service and Clemmer's board retirement.
What compensation is AngioDynamics offering Eric Honroth?
The agreement provides a $735,000 annual base salary and a target annual bonus of 95% of base salary. It also provides a $1,487,116 long-term incentive award, a $450,000 replacement restricted-stock-unit award, a $350,000 cash sign-on bonus, allowances, and eligibility for annual long-term incentive awards.
How long will James C. Clemmer consult for AngioDynamics, and what will he receive?
James C. Clemmer will provide consulting services through the first anniversary of the effective date, unless the agreement ends earlier, for $30,000 per month plus reimbursement of reasonable out-of-pocket expenses, including pre-approved travel expenses. If AngioDynamics ends the agreement early, it will pay a lump sum for the consulting fees that would have been paid for the remaining term.
How do AngioDynamics' retention agreements treat executives' unvested equity?
For a covered recipient who remains employed when the successor CEO begins and is later terminated other than by resignation or for cause, outstanding unvested restricted stock units fully accelerate on the termination date. Performance share units vest pro rata based on actual performance at the normal vesting date.
How long is Eric Honroth's AngioDynamics employment agreement?
The agreement has an initial one-year term and automatically renews for successive one-year periods. Either party may prevent renewal by notifying the other in writing at least 60 days before the anniversary of the effective date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 2, 2026
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(518 ) 795-1400
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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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 1.01 – Entry into a Material Definitive Agreement.
On October 3, 2026, AngioDynamics, Inc. (“AngioDynamics” or the “Company”) entered into an employment agreement with Eric Honroth (the “Employment Agreement”), pursuant to
which Mr. Honroth will serve as President and Chief Executive Officer of the Company. A description of the Employment Agreement is contained in Item 5.02 below, which is incorporated by reference into this Item 1.01. A copy of the Employment
Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1, and the terms of the Employment Agreement are incorporated herein by this reference.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
CEO Appointment
As previously disclosed, James C. Clemmer has announced his intention to retire from his position as the President and Chief Executive Officer of
the Company on the earlier of November 30, 2026 and appointment of a successor Chief Executive Officer. Mr. Clemmer has served as the Company’s President and Chief Executive Officer since April 2016.
On October 2, 2026, the Board of Directors of the Company (the “Board”)
appointed Eric Honroth to serve as President and Chief Executive Officer of the Company, effective as of November 2, 2026 (the “Effective Date”) and concurrently with Mr.
Clemmer’s retirement. Prior to his appointment as President and Chief Executive Officer, Mr. Honroth, age 55, most recently served as President Life Science at Getinge AB, a medical technology company, from 2018 to 2026. Previously, Mr. Honroth
served in senior leadership roles at Abbott Vascular, Becton Dickinson, CareFusion, and Boston Scientific. Mr. Honroth is a graduate of Miami University, Farmer School of Business in Oxford, Ohio.
In addition, Mr. Honroth was appointed as a director on the Company’s Board as of the Effective Date, conditioned upon his commencement of service
as President and Chief Executive Officer and concurrently with Mr. Clemmer’s retirement from his position as a member of the Board. Mr. Clemmer has served as a member of the Board since 2016 and his decision to retire was not the result of any
disagreement between Mr. Clemmer and the Company on any matter relating to the Company’s operations, polices or practices.
Mr. Honroth does not have any family relationships with any of the Company’s directors or executive officers. There is no arrangement or
understanding between Mr. Honroth and any other person pursuant to which Mr. Honroth was appointed to serve as the Company’s President and Chief Executive Officer or a member of the Board, and there are no transactions to which Mr. Honroth has a
direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
Honroth Employment Agreement
In connection with Mr. Honroth’s appointment as President and Chief Executive Officer, on October 3, 2026, the Company and Mr. Honroth entered into
the Employment Agreement. Pursuant to the Employment Agreement, Mr. Honroth will serve as the Company’s President and Chief Executive Officer, commencing on the Effective Date, for an initial one-year term, which
automatically renews for successive one-year periods unless either party notifies the other in writing at least sixty days prior to the anniversary of the Effective Date.
Mr. Honroth will receive a base salary of $735,000 per year (the “Base Salary”)
and will be eligible for annual bonuses at a target level of 95% of the Base Salary (the “Target Annual Bonus”), with the annual bonus opportunity in the first calendar year
prorated based on the Effective Date.
Mr. Honroth will also be eligible to receive annual long-term incentive awards under the Company’s 2020 Stock and Incentive Award Plan, as amended
(the “Equity Plan”). All annual equity awards shall be determined by the Compensation Committee and the Board, in their sole and absolute discretion, and shall be subject to the
terms of the Equity Plan and the applicable award agreements.
Under the terms of the Employment Agreement, and contingent upon the commencement of Mr. Honroth’s service as President and Chief Executive
Officer, Mr. Honroth will receive the following grants, effective as of the Effective Date, (i) a long-term incentive award with a grant-date value equal to $1,487,116 (which is equal to 350% of the Base Salary prorated based on the Effective Date in
relation to the Company’s fiscal year) and consisting of 50% restricted stock units and 50% performance share units, subject to the terms and conditions of the applicable award agreement, (ii) in order to replace compensation forfeited by Mr. Honroth
from his prior employer, a one-time award of restricted stock units with a grant-date value equal to $450,000, which will vest in two equal installments on the first and second anniversaries of the Effective Date, subject to Mr. Honroth’s continued
employment and (iii) a cash sign-on bonus of $350,000. If Mr. Honroth voluntarily resigns from employment without Good Reason (as defined in the Employment Agreement) or is terminated for Cause (as defined in the Employment Agreement) before the
first anniversary of the Effective Date, Mr. Honroth shall repay the gross amount of the sign-on bonus to the Company within ninety days following the date of termination. No repayment shall be required if Mr. Honroth’s employment terminates due to
death, Disability (as defined in the Employment Agreement), termination by the Company without Cause, or resignation by Mr. Honroth for Good Reason.
In addition, under the Employment Agreement, Mr. Honroth will receive (i) for up to 24 months following the Effective Date, a monthly commuting and
temporary living allowance of $10,000, pro-rated for any partial month, to offset commuting and temporary living expenses incurred in connection with Mr. Honroth’s travel to and from and lodging in New York, (ii) an automobile allowance at an annual
rate of $24,000 and (iii) reimbursement for reasonable travel and lodging costs incurred in connection with business travel during the period of employment. Mr. Honroth will also be eligible to participate in the employee benefit plans and programs
generally available to senior executives of the Company.
Mr. Honroth’s employment may be terminated by either party at any time. If Mr. Honroth’s employment is terminated for any reason, Mr. Honroth
shall be entitled to: (i) any accrued and unpaid Base Salary; (ii) payment for accrued and unused vacation time, if required by Company policy or applicable law; (iii) reimbursement for any approved business expenses incurred during the term of
employment; and (iv) any rights surviving termination of employment under any employee benefit plan or program or compensation arrangement in which Mr. Honroth participates (collectively, the “Accrued Benefits”).
If the Company terminates Mr. Honroth’s employment without Cause or Mr. Honroth terminates his employment for Good Reason, Mr. Honroth shall be
entitled to the following, in addition to the Accrued Benefits:
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continued payment of Base Salary for a period of 18 months;
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payment of any earned but unpaid prior year’s annual bonus;
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continued health insurance, at the Company’s expense, for a period of 18 months, subject to certain exceptions; and
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all of Mr. Honroth’s outstanding, unvested equity awards granted under the Company’s Equity Plans shall continue to vest for a period of 12 months, subject to the achievement of any performance
vesting conditions, if any.
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In addition, if (i) a Change in Control (as defined in the Employment Agreement) occurs during the term of Mr. Honroth’s employment and (ii) within
the 24-month period immediately following such Change in Control, the Company terminates Mr. Honroth’s employment without Cause (other than by reason of death or Disability) or Mr. Honroth resigns for Good Reason, then, subject to the terms of the
Employment Agreement, Mr. Honroth shall be entitled to receive, in addition to the Accrued Benefits, but in lieu of the other payments described above:
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continued payment of Mr. Honroth’s Base Salary for a period of 24 months;
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a lump sum cash payment equal to Mr. Honroth’s Target Annual Bonus for the applicable fiscal year;
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continued Company-paid health coverage for 18 months, subject to certain exceptions; and
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notwithstanding anything to the contrary contained in any equity incentive plan or award agreement, all outstanding and unvested equity awards then held by Mr. Honroth shall immediately become fully
vested, with any performance-based awards vesting at the level provided in the applicable award agreement or, if the applicable award agreement is silent, at target performance.
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The foregoing description of the Employment Agreement is qualified in its entirety by the text of such agreement, a copy of which is attached hereto
as Exhibit 10.1, and the terms of which are incorporated herein by this reference.
Clemmer Consulting Agreement
In connection with Mr. Honroth’s appointment as President and Chief Executive Officer and in order to support continuity and a smooth transition, on
October 5, 2026, Mr. Clemmer entered into a consulting agreement with the Company (the “Consulting Agreement”), pursuant to which Mr. Clemmer will retire and his employment with
the Company will terminate as of the Effective Date, and Mr. Clemmer will provide consulting services to the Company until the first anniversary of the Effective Date, unless earlier terminated (the “Consulting Term”). In exchange for his services during the Consulting Term, Mr. Clemmer will be entitled to receive a consulting fee equal to $30,000 per month and reimbursement of reasonable out-of-pocket expenses,
including pre-approved travel expenses. In the event that the Company terminates the Consulting Agreement prior to the end of the Consulting Term, the Company will pay Mr. Clemmer a lump-sum payment for the balance of the consulting fees that would
have been paid to him had the Consulting Term not been terminated early.
The foregoing description of the Consulting Agreement is qualified in its entirety by the text of such agreement, a copy of which is attached hereto
as Exhibit 10.2, and the terms of which are incorporated herein by this reference.
A copy of the press release pursuant to which the Company announced the appointment of Mr. Honroth as President and Chief Executive Officer is filed
as Exhibit 99.1 to this Current Report on Form 8-K.
Retention Agreements
In connection with Mr. Clemmer’s retirement and transition, the Board approved and on October 5, 2026 the Company entered into retention agreements
(the “Equity Retention Agreements”) with the Company’s executive leadership team, including all named executive officers (other than Mr. Clemmer). Under the Equity Retention Agreements, with respect to each recipient that remains employed by the
Company on the date on which a successor Chief Executive Officer commences his or her employment with the Company, and whose employment is terminated other than (a) by such recipient’s resignation or (b) a “for cause” termination, any previously
issued equity grants issued under the Company’s equity plan will be accelerated as follows: Performance Share Units will be vested on a pro-rata basis based on actual performance at the normal vesting date and all outstanding unvested restricted
share units will be fully accelerated upon the day of the employee’s termination of employment with the Company.
The foregoing description is qualified in its entirety by reference to the Equity Retention Agreements, a form of which is attached hereto as Exhibit
10.3 and which is incorporated herein by reference.
Director Retirement
On October 2, 2026, Howard W. Donnelly notified the Board of his intention to retire as a Class II director at the end of his current term. Mr.
Donnelly has served as a member of the Board since 2004 and his decision to retire was not the result of any disagreement between Mr. Donnelly and the Company on any matter relating to the Company’s operations, polices or practices.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Employment Agreement, dated October 3, 2026, between AngioDynamics, Inc. and Eric Honroth.
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10.2
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Consulting Agreement, dated October 5, 2026, between AngioDynamics, Inc. and James C. Clemmer.
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10.3
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Form of AngioDynamics Equity Retention Letter Agreement
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99.1
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Press Release, dated October 8, 2026.
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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.
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ANGIODYNAMICS, INC.
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(Registrant)
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Date: October 8, 2026
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By:
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/s/ Lawrence T. Weiss
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Name:
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Lawrence T. Weiss | ||
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Title:
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Senior Vice President, Chief Legal Officer and Corporate Secretary |
Exhibit 99.1
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NEWS RELEASE
Investor Contact:
Stephen Trowbridge
Executive Vice President & CFO
518-795-1408
strowbridge@angiodynamics.com
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Media Contact:
Saleem Cheeks
Vice President, Communications
518-795-1174
scheeks@angiodynamics.com
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AngioDynamics Announces Appointment of Eric Honroth as
President and Chief Executive Officer
Medical Technology Executive Brings More than 20 years of Leadership Experience, Including Cardiovascular, Endovascular and Oncology Markets, with a Track
Record of Accelerating Growth and Improving Profitability
Jim Clemmer to Retire Following Ten Years as President and Chief Executive Officer
LATHAM, N.Y., October 8, 2026 –
AngioDynamics, Inc. (NASDAQ: ANGO), a leading and transformative medical technology company focused on restoring healthy blood flow in the body’s vascular system, expanding cancer treatment options, and improving quality of life for patients,
today announced the appointment of Eric Honroth as President and Chief Executive Officer and a member of the Board of Directors, effective November 2, 2026. Mr. Honroth will succeed Jim Clemmer, who will depart the Board on November 2, 2026, and
will remain in a consulting capacity to ensure a smooth transition.
The appointment follows a Board-led search prioritizing a leader with medical technology experience, a demonstrated track record of commercial execution and
operational discipline to build on the Company's Med Tech momentum, advance its transformation, and drive sustainable revenue growth, margin expansion, and long-term shareholder value.
Mr. Honroth brings more than 20 years of medical device and life sciences leadership experience across markets directly aligned with AngioDynamics' portfolio,
including cardiovascular, endovascular, urology and oncology. Earlier in his career, he held senior leadership roles at Abbott Vascular, Becton Dickinson, CareFusion, and Boston Scientific. His leadership experience spans both North American and
global markets, including responsibility for large-scale commercial organizations and global business operations, providing a proven foundation for advancing the Company's strategic growth and value-creation priorities.
Most recently, he served as Global President, Life Science at Getinge and previously led Getinge's $1.2 billion North American business, where he accelerated
growth, delivered sustained revenue gains, and strengthened operational performance through new product development, strategic portfolio management, and disciplined commercial excellence.
“AngioDynamics enters this transition with real momentum, including a high-growth Med Tech segment, a strong balance sheet with no outstanding debt, and an
operational transformation that is delivering,” said Howard Donnelly, AngioDynamics Board Chair. “Eric has done what this
moment requires. He has built businesses, driven profitable growth, and managed global operations with responsibility for both revenue and cost structure. He
also builds teams and leads with a genuine commitment to patients, and the Board is confident he is the right leader to deliver long-term value during our next chapter.”
Mr. Donnelly continued, “On behalf of the Board, I want to thank Jim for his exceptional leadership over the past decade. Under his guidance,
AngioDynamics underwent a successful transformation that sharpened our focus and built a solid foundation for sustainable growth and profitability. Jim’s dedication to our team, patients, customers, and shareholders has left a lasting mark on the
Company, and we are deeply grateful for his many contributions. We look forward to his continued contributions as a trusted senior advisor.”
“I am honored to lead AngioDynamics at such an important moment for the Company and grateful for the confidence the Board and Jim have placed in me,” said Mr.
Honroth. “The Company has a differentiated technology portfolio, multiple growth drivers, and an exceptionally talented team. I look forward to working with employees and customers to build on this foundation and accelerate progress where we see
the greatest opportunities to improve patient care and create shareholder value.”
“It has been the privilege of my career to lead AngioDynamics these past ten years,” said Mr. Clemmer. “Together, we sharpened the Company's focus, expanded
operating capabilities, and positioned the business for its next phase of growth. I am confident Eric's experience and leadership make him the right person to carry that work forward, and I look forward to supporting a smooth transition.”
About AngioDynamics, Inc.
AngioDynamics is a leading and transformative medical technology company focused on restoring healthy blood flow in the body's vascular system, expanding cancer
treatment options, and improving quality of life for patients.
The Company's innovative technologies and devices are chosen by talented physicians in fast-growing healthcare markets to treat unmet patient needs.
For more information, visit angiodynamics.com.
Safe Harbor
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements regarding
AngioDynamics’ expected future financial position, results of operations, cash flows, business strategy, budgets, projected costs, capital expenditures, products, competitive positions, growth opportunities, plans and objectives of management for
future operations, as well as statements that include the words such as “expects,” “reaffirms,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “optimistic,” or variations of such words and similar expressions, are
forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Investors are cautioned that actual events or results may differ materially from AngioDynamics’
expectations, expressed or implied. Factors that may affect the actual results achieved by AngioDynamics include, without limitation, the scale and
scope of the COVID-19 global pandemic, the ability of AngioDynamics to develop its existing and new products, technological advances and patents attained by
competitors, infringement of AngioDynamics’ technology or assertions that AngioDynamics’ technology infringes the technology of third parties, the ability of AngioDynamics to effectively compete against competitors that have substantially greater
resources, future actions by the FDA or other regulatory agencies, domestic and foreign healthcare reforms and government regulations, results of pending or future clinical trials, overall economic conditions (including inflation, tariffs, labor
shortages and supply chain challenges including the cost and availability of raw materials), the results of on-going litigation, challenges with respect to third-party distributors or joint venture partners or collaborators, the results of sales
efforts, the effects of product recalls and product liability claims, changes in key personnel, the ability of AngioDynamics to execute on strategic initiatives, the effects of economic, credit and capital market conditions, general market
conditions, market acceptance, foreign currency exchange rate fluctuations, the effects on pricing from group purchasing organizations and competition, the ability of AngioDynamics to obtain regulatory clearances or approval of its products, or
to integrate acquired businesses, as well as the risk factors listed from time to time in AngioDynamics’ SEC filings, including but not limited to its Annual Report on Form 10-K for the year ended May 31, 2026. AngioDynamics does not assume any
obligation to publicly update or revise any forward-looking statements for any reason.