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Avanos Medical, Inc. reported that Chief Executive Officer David Pacitti received new equity awards. He was granted employee stock options for 239,354 shares of Common Stock at an exercise price of $13.69 per share, expiring on March 13, 2036.
Pacitti also received 101,341 time-based restricted share units under the 2021 Long Term Incentive Plan. These restricted units vest in three equal installments on March 13, 2027, March 13, 2028, and March 13, 2029, and each unit is the economic equivalent of one share of Common Stock. Following these grants, he holds 343,388 shares of Common Stock directly.
Avanos Medical SVP Sigfrido Delgado received new equity awards as part of compensation. On March 13, 2026, he was granted employee stock options for 37,520 shares of Common Stock at an exercise price of $13.69 per share, expiring March 13, 2036. These options vest 30% on March 13, 2027, 30% on March 13, 2028 and 40% on March 13, 2029. He was also awarded 15,886 time-based restricted share units, each economically equivalent to one share of Common Stock, vesting one-third on March 13, 2027, one-third on March 13, 2028 and one-third on March 13, 2029. Following these awards, Delgado directly holds 60,005 shares of Common Stock and 59,434 derivative securities.
Avanos Medical, Inc. reported a change to its executive compensation program. Effective beginning in 2026, the Board of Directors increased the target value of the annual long-term incentive grant for Chief Executive Officer David C. Pacitti under the 2021 Long Term Incentive Plan from $5,000,000 to $5,500,000. This adjustment affects the equity-based incentive opportunity for the CEO and does not change reported financial results.
Avanos Medical, Inc. is seeking stockholder approval at its 2026 annual meeting to elect eight directors, ratify Deloitte & Touche LLP as auditor, approve executive compensation on an advisory basis, and amend the 2021 Long Term Incentive Plan so outside directors can receive equity awards without increasing shares reserved.
The meeting will be held on April 21, 2026 at company headquarters in Alpharetta, Georgia, for stockholders of record as of February 20, 2026, when 46,507,755 common shares were outstanding. The company highlights strong governance, inclusive culture, and significant 2025 sustainability gains, including lower greenhouse gas emissions, waste, and water use.
Avanos Medical, Inc. Principal Accounting Officer John Joseph Hurley reported a small tax-related share disposition. On March 9, 2026, 226 shares of common stock were surrendered at $13.29 per share to cover tax withholding when 647 time-based restricted share units vested. After this tax-withholding disposition, Hurley directly holds 11,381 shares of Avanos common stock.
AVANOS MEDICAL, INC. Senior Vice President and Chief Financial Officer Scott Michael Galovan reported a routine tax-related share disposition. On March 9, 2026, 1,119 shares of common stock were surrendered to the company to satisfy tax withholding obligations tied to the vesting of 3,235 time-based restricted share units, each equivalent to one share of common stock. After this tax-withholding transaction, he directly holds 110,343 shares of common stock.
Avanos Medical, Inc. principal accounting officer John Joseph Hurley reported equity award activity in company common stock. On March 6, 2026, 919 performance-based restricted share units vested, resulting in the acquisition of 919 shares at $13.79 per share through an exercise of derivative securities.
On the same date, Hurley surrendered 321, 144, and 211 shares of common stock to the issuer to satisfy tax withholding obligations tied to the vesting of the 919 performance-based RSUs and time-based RSUs of 413 and 604 units. After these transactions, he directly owned 11,607 shares of Avanos common stock.
AVANOS MEDICAL, INC. SVP and Chief Financial Officer Scott Michael Galovan reported equity award activity in company stock. On March 6, 2026, he acquired 5,907 shares of common stock at $13.79 per share through the vesting of performance-based restricted share units.
On the same date, he disposed of multiple blocks of common stock at $13.79 per share to satisfy tax withholding obligations tied to the vesting of performance-based and time-based restricted share units, rather than through open-market sales. After these transactions, he directly owned 111,462 shares of Avanos common stock.
Avanos Medical entered into a cooperation agreement with investor Bradley L. Radoff and The Radoff Family Foundation. The Board agreed to nominate James L. Cunniff and a second independent director for election at the 2026 annual meeting, and to appoint Mr. Cunniff to at least one Board committee after that meeting.
In return, Mr. Radoff withdrew his director nomination and the Radoff Parties accepted standstill and voting commitments lasting until a defined period ahead of the 2027 annual meeting. Avanos also announced it intends to nominate William P. Burke as the second independent director. Full details will appear in the company’s future proxy materials.