Avanos Medical (NYSE: AVNS) outlines CCO and GC severance, RSU vesting terms

Rhea-AI Filing Summary

Avanos Medical filed an amended report to clarify severance terms for two departing executives as part of a broader organizational restructuring. The company eliminated the roles of Chief Commercial Officer and General Counsel, notifying Kerr Holbrook and Mojirade James that their employment would end effective December 1, 2025, with their responsibilities reassigned to other employees.

Under the Severance Pay Plan, Avanos will pay Mr. Holbrook $1,535,417 and Ms. James $1,425,665 in cash severance and cover 100% of their COBRA premiums for 12 months. Time-based restricted stock units for both executives vested pro rata on December 1, 2025, while performance-based awards will vest based on actual performance. The amendment specifies that all 16,300 time-based restricted stock units granted to Ms. James on April 22, 2025 vested in full on that date, and their stock options remain exercisable for up to five years, subject to standard conditions and release agreements.

Insights

Corporate governance analyst

Avanos restructures leadership, granting sizable cash and equity severance.

Avanos Medical is consolidating leadership by eliminating the Chief Commercial Officer and General Counsel roles effective December 1, 2025. The company is treating both departures as qualifying terminations under its Severance Pay Plan, which standardizes how senior exits are handled and reduces ambiguity around entitlements.

The plan provides Mr. Holbrook with a severance payment of $1,535,417 and Ms. James with $1,425,665, plus 12 months of fully paid COBRA premiums. Equity awards are being handled favorably to the executives: time-based restricted stock units vest pro rata as of December 1, 2025, and performance-based units will vest based on actual performance for the relevant period.

The amendment highlights that all 16,300 time-based restricted stock units granted to Ms. James on April 22, 2025 vested in full on December 1, 2025, and both executives’ stock options remain exercisable for up to five years or until normal expiration. Future disclosures in company filings may detail how the broader restructuring affects ongoing operations and cost structure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A 

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 21, 2025

AVANOS MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36440

46-4987888

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5405 Windward Parkway

Suite 100 South

Alpharetta,

Georgia

30004

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock - $0.01 Par Value			AVNS			New 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. ☐

Explanatory Note

Avanos Medical, Inc. (the “Company”) is filing an amendment to its Current Report on Form 8-K (the “Initial Report”) filed with the Securities and Exchange Commission on October 23, 2025 for the sole purpose of disclosing that the final Severance and Separation Agreement relating to the termination of Mojirade James’s employment with the Company provides that all 16,300 time-based restricted stock units granted to Ms. James on April 22, 2025 vested in full on December 1, 2025. Except as otherwise provided herein, the disclosures made in the Initial Report remain unchanged.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 21, 2025, the Company eliminated the positions of Chief Commercial Officer and General Counsel, effective December 1, 2025, in connection with a broader organizational restructuring of the Company. The Company notified Kerr Holbrook, the Company’s Senior Vice President and Chief Commercial Officer, and Mojirade James, the Company’s Senior Vice President, General Counsel and Secretary, of the termination of their employment with the Company effective December 1, 2025 as a result of the elimination of their positions. The responsibilities previously associated with their roles will be allocated among other Company employees.

The terminations of each of Mr. Holbrook and Ms. James constitute a qualifying termination under the terms of the Company’s existing Severance Pay Plan, as amended and restated (the “Severance Pay Plan”). Pursuant to the Severance Pay Plan, the Company will pay Mr. Holbrook a severance payment of $1,535,417 and Ms. James a severance payment of $1,425,665. The Company will also pay 100% of Mr. Holbrook’s and Ms. James’s monthly COBRA premiums for a period of twelve months. The Compensation Committee has also approved the treatment of all of Mr. Holbrook’s and Ms. James’s unvested awards granted under the Company’s 2021 Long-Term Incentive Plan, as amended, as if they had retired. Accordingly, all of Mr. Holbrook’s and Ms. James’s time-based restricted stock units vested pro rata on December 1, 2025, based on the number of days during the restricted period prior to termination of employment, and their performance-based restricted stock units will vest at the end of the relevant performance period based on the Company’s actual performance against the relevant performance goals. Notwithstanding the foregoing, all 16,300 time-based restricted stock units granted to Ms. James on April 22, 2025 vested in full on December 1, 2025. In addition, Mr. Holbrook’s and Ms. James’s stock options will remain exercisable for five years following the termination of their employment (or until their normal expiration date, if earlier). Further, the Compensation Committee approved payment to Mr. Holbrook and Ms. James of their prorated bonuses for 2025, which will assume achievement of the relevant performance goals at target. The above-described payments and benefits to each of Mr. Holbrook and Ms. James are conditioned upon: (i) the execution by such executive of a separation agreement that is consistent with the above-described terms; (ii) the execution and non-revocation of a general release of claims against the Company for such executive’s employment period; and (iii) such executive’s continued compliance with the terms of his or her Confidentiality, Non-Solicitation and Assignment of Business Ideas Agreement with the Company.

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
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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:

December 5, 2025

By:

/s/ John J. Hurley

John J. Hurley Controller

FAQ

What leadership changes did Avanos Medical (AVNS) announce in this filing?

Avanos Medical eliminated the positions of Chief Commercial Officer and General Counsel, ending the employment of Kerr Holbrook and Mojirade James effective December 1, 2025.

How much severance will Avanos Medical (AVNS) pay to Kerr Holbrook and Mojirade James?

Under the Severance Pay Plan, Avanos will pay $1,535,417 to Kerr Holbrook and $1,425,665 to Mojirade James as severance, plus 12 months of fully paid COBRA premiums for each.

What happens to the restricted stock units of the departing Avanos Medical executives?

All of Mr. Holbrook’s and Ms. James’s time-based RSUs vested pro rata on December 1, 2025, and their performance-based RSUs will vest at the end of the performance period based on actual company performance.

What special treatment did Mojirade James’s 16,300 RSUs receive at Avanos Medical?

The amendment clarifies that all 16,300 time-based restricted stock units granted to Mojirade James on April 22, 2025 vested in full on December 1, 2025, rather than vesting only pro rata.

How long can the departing Avanos Medical executives exercise their stock options?

The filing states that Mr. Holbrook’s and Ms. James’s stock options will remain exercisable for up to five years following their employment termination, or until normal expiration if earlier.

Are there conditions attached to the severance benefits for Avanos Medical’s departing executives?

Yes. Payments and benefits require each executive to sign a separation agreement, provide a general release of claims, and comply with their Confidentiality, Non-Solicitation and Assignment of Business Ideas Agreement.