Avanos restructures, eliminates CCO & GC; equity vests per plan terms

Rhea-AI Filing Summary

Avanos Medical (AVNS) is eliminating its Chief Commercial Officer and General Counsel positions as part of a broader restructuring, effective December 1, 2025. The company notified Senior Vice Presidents Kerr Holbrook (CCO) and Mojirade James (General Counsel and Secretary) of their employment termination tied to the role eliminations, with responsibilities to be reallocated across other employees.

Under the Severance Pay Plan, Avanos will pay $1,535,417 to Mr. Holbrook and $1,425,665 to Ms. James, and cover 100% of COBRA premiums for 12 months. Unvested time-based RSUs will vest pro rata through the termination date, PSUs will vest at period end based on actual performance, and stock options will remain exercisable for five years (or earlier expiration). Each executive will receive a prorated 2025 bonus at target. These benefits are conditioned on signed separation agreements, a general release, and continued compliance with confidentiality and non-solicitation obligations.

Insights

Corporate governance and compensation analyst

Restructuring removes two senior roles; defined severance and equity treatment.

Avanos is consolidating leadership by eliminating the CCO and General Counsel roles, effective December 1, 2025. The filing specifies cash severance of $1,535,417 for the CCO and $1,425,665 for the General Counsel, plus company-paid COBRA for 12 months. This indicates near-term cash outflows and a governance shift as responsibilities are redistributed.

Equity awards receive retirement-like treatment: time-based RSUs vest pro rata to termination; PSUs settle at period end based on actual performance; options remain exercisable for five years or earlier expiry. Prorated 2025 bonuses are approved at target. Taken together, costs are defined and conditions include a separation agreement, a general release, and continued restrictive covenant compliance.

Investor impact appears administrative rather than thesis-changing; operational continuity will hinge on effective redistribution of duties after December 1, 2025.

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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 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. ☐

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, Avanos Medical, Inc. (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. Kerr’s and Ms. James’s time-based restricted stock units will vest pro rata, 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. 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:

October 23, 2025

By:

/s/ John J. Hurley

John J. Hurley Controller

FAQ

What did Avanos (AVNS) announce in this 8-K?

Avanos is eliminating the Chief Commercial Officer and General Counsel roles as part of a restructuring, effective December 1, 2025.

What severance will the departing AVNS executives receive?

Mr. Holbrook will receive $1,535,417 and Ms. James will receive $1,425,665, plus 12 months of company-paid COBRA premiums.

How will unvested equity be treated for the AVNS executives?

Time-based RSUs vest pro rata to termination; PSUs vest at period end based on actual performance; options remain exercisable for five years or earlier expiration.

Will the AVNS executives receive 2025 bonuses?

Yes. Each will receive a prorated 2025 bonus at target.

Are there conditions to receive the AVNS severance and benefits?

Yes. Each executive must sign a separation agreement, provide a general release, and continue complying with confidentiality and non-solicitation obligations.

How will duties be handled after the AVNS role eliminations?

The company states prior responsibilities will be allocated among other employees.