Azenta sets interim CEO pay, $2.5M exec RSUs
Azenta, Inc. sets interim CEO pay and grants $2.5 million of retention RSUs to key executives with multi-year vesting and termination protections.
Rhea-AI Filing Summary
Azenta, Inc. (AZTA) approved a new compensation package for Interim President and Chief Executive Officer Dr. Martin D. Madaus and granted retention equity awards to several named executive officers. Effective August 22, 2026, Dr. Madaus receives an annual base salary of $600,000 and a cash performance recognition bonus equal to 100% of his annual base salary in lieu of participation in the annual incentive plan. The bonus vests on the first anniversary of his start date or pro rata upon earlier termination, but is forfeited if employment ends for Cause or certain voluntary resignations, and any earned bonus is paid in a lump sum on January 1, 2028, subject to a release of claims. As of September 14, 2026, he also receives restricted stock units with an award value of $1,200,000, vesting in equal monthly installments over 12 months, determined using the 20-trading-day average closing price of the common stock. On September 11, 2026, the Human Resources and Compensation Committee approved one-time restricted stock unit retention awards for executives totaling $2.5 million in value, including $1,000,000 for CFO Lawrence Lin and $500,000 each for three other senior officers, with 50% vesting on each of the first and second anniversaries of the September 14, 2026 grant date and additional vesting protection upon certain terminations.
Positive
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Filing Explained
The interim CEO has no company severance or change-in-control participation, while retention RSUs can accelerate on specified terminations.
The Letter Agreement makes Dr. Martin D. Madaus’s employment at will and excludes him from any Company severance or change-in-control policy or program.
The four retention awards have specific termination-vesting protections: if the Company terminates an officer other than for Cause, or the officer leaves for Good Reason, 50% vests before the first anniversary, while all then-unvested units vest on or after that anniversary.
On September 14, 2026, the Board reconstituted the Nominating and Governance Committee with William L. Cornog as chair, joined by Frank E. Casal and Robyn C. Davis; Dr. Madaus ceased serving on the committee.
8-K Event Classification
2 items: 5.02, 9.01
2 items
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
Interim CEO base salary: $600,000 per year
Interim CEO performance recognition bonus: 100% of annual base salary
Interim CEO RSU grant value: $1,200,000
+5 more
8 metrics
Interim CEO base salary
$600,000 per year
Annual base salary for Dr. Martin D. Madaus effective August 22, 2026
Interim CEO performance recognition bonus
100% of annual base salary
Cash performance recognition bonus in lieu of annual incentive plan
Interim CEO RSU grant value
$1,200,000
Restricted stock units granted as of September 14, 2026 under the 2020 Equity Incentive Plan
CFO retention award
$1,000,000
One-time restricted stock unit retention award for Executive Vice President and CFO Lawrence Lin
Other individual retention awards
$500,000 each
One-time RSU retention awards for three senior executives including General Counsel, CHRO, and President, Multiomics
Retention award total value
$2,500,000
Aggregate value of named executive officer retention restricted stock unit awards approved September 11, 2026
Retention vesting schedule
50% / 50% over 2 years
Time-based RSUs vest 50% on each of the first and second anniversaries of September 14, 2026
Bonus payment date
January 1, 2028
Scheduled lump-sum payment date for any earned and vested performance recognition bonus
Key Terms
restricted stock units, Clawback Policy, Cause, Good Reason
4 terms
restricted stock units financial
"The Letter Agreement also provides for the grant to Dr. Madaus ... 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.
Clawback Policy financial
"The award is subject to the terms of the Plan ... and the Company’s Clawback Policy."
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
Cause regulatory
"the bonus will be forfeited if the Company terminates his employment for Cause"
Good Reason regulatory
"by the officer for Good Reason (each as defined in the applicable award agreement)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What compensation did Azenta (AZTA) approve for Interim CEO Dr. Martin D. Madaus?
Dr. Madaus receives an annual base salary of $600,000 and a cash performance recognition bonus equal to 100% of his base salary, plus $1,200,000 in restricted stock units vesting monthly over 12 months, all tied to his service as Interim President and Chief Executive Officer.
How does the performance recognition bonus for AZTA’s interim CEO vest and pay out?
The bonus vests in full on the first anniversary of the August 22, 2026 start date, or pro rata upon earlier termination, but is forfeited if terminated for Cause or certain voluntary resignations. Any earned bonus is paid in a lump sum on January 1, 2028, subject to a release.
What retention awards did Azenta (AZTA) grant to its named executive officers?
On September 11, 2026, Azenta approved one-time restricted stock unit retention awards valued at $1,000,000 for CFO Lawrence Lin and $500,000 each for three other senior executives, all granted on September 14, 2026 under the 2020 Equity Incentive Plan.
How do the executive retention RSUs at AZTA vest and what happens upon termination?
Each retention award vests 50% on each of the first and second anniversaries of the September 14, 2026 grant date. If employment ends without Cause or for Good Reason, 50% of units vest if before the first anniversary, and all unvested units vest if on or after it.
Were there any governance changes disclosed by Azenta (AZTA) with this filing?
Yes. On September 14, 2026, the Board reconstituted the Nominating and Governance Committee to include William L. Cornog (Chair), Frank E. Casal, and Robyn C. Davis, and Dr. Martin D. Madaus ceased serving as a member of that committee.
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): September 11, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices and Zip Code)
(888 ) 229-3682
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
| 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 | ||||||||||||
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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Interim President and Chief Executive Officer Compensation
As previously disclosed in the Company’s Current Report on Form 8-K filed on August 24, 2026, the Board of Directors (the “Board”) of Azenta, Inc. (the “Company”) appointed Dr. Martin D. Madaus as the Company’s Interim President and Chief Executive Officer, effective August 22, 2026 (the “Start Date”), and the Company was reviewing his compensation in connection with that appointment.
On September 14, 2026, upon the recommendation of the Human Resources and Compensation Committee (the “Committee”) of the Board, the Board approved, and the Company entered into, a letter agreement with Dr. Madaus (the “Letter Agreement”) setting forth the terms of his employment as Interim President and Chief Executive Officer. The Letter Agreement provides for an annual base salary of $600,000, effective as of the Start Date, and a cash performance recognition bonus equal to 100% of his annual base salary in lieu of participation in the Company’s annual incentive compensation plan. The performance recognition bonus will be earned and vest in full on the first anniversary of the Start Date, subject to Dr. Madaus’s continued employment as Interim President and Chief Executive Officer through that date, or on a pro rata basis upon an earlier termination of his employment; provided, however, that the bonus will be forfeited if the Company terminates his employment for Cause, as defined in the Company’s 2020 Equity Incentive Plan, as amended (the “Plan”), or if he voluntarily terminates his employment other than at the request of the Board. Any earned and vested performance recognition bonus will be paid in a lump sum on January 1, 2028, subject to Dr. Madaus’s execution and non-revocation of a general release of claims.
The Letter Agreement also provides for the grant to Dr. Madaus, as of September 14, 2026 (the “CEO Grant Date”), of restricted stock units under the Plan having an award value of $1,200,000. The number of restricted stock units subject to the award is determined by dividing $1,200,000 by the average closing price of the Company’s common stock over the 20 trading days ending on and including the CEO Grant Date. The award will vest as to 1/12 of the restricted stock units on each monthly anniversary of the Start Date, subject to Dr. Madaus’s continued service as Interim President and Chief Executive Officer through each vesting date. The award is subject to the terms of the Plan, the Company’s standard restricted stock unit award agreement, and the Company’s Clawback Policy.
Dr. Madaus is eligible to participate in the Company’s health, welfare, and other benefit plans for similarly situated employees. His employment is at will, and he will not participate in any Company severance or change in control policy or program. The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Also on September 14, 2026, the Board reconstituted the Nominating and Governance Committee to consist of William L. Cornog, as Chair, Frank E. Casal, and Robyn C. Davis, and Dr. Madaus ceased serving as a member of that committee.
Named Executive Officer Retention Awards
On September 11, 2026, the Committee approved one-time retention awards of restricted stock units (each, a “Retention Award”) under the Plan, for the following named executive officers in the indicated award values: Lawrence Lin, Executive Vice President and Chief Financial Officer, $1,000,000; Ephraim Starr, Senior Vice President, General Counsel and Corporate Secretary, $500,000; Olga Pirogova, Senior Vice President and Chief Human Resources Officer, $500,000; and Trey Martin, Senior Vice President and President, Multiomics, $500,000.
The Retention Awards were granted on September 14, 2026 (the “Retention Grant Date”). The number of restricted stock units subject to each Retention Award is determined by dividing the applicable award value by the average closing price of the Company’s common stock as reported on the Nasdaq Stock Market over the 20 trading days ending on and including the Retention Grant Date, rounded to the nearest whole unit.
Each Retention Award consists solely of time-based restricted stock units, 50% of which will vest on each of the first and second anniversaries of the Retention Grant Date, subject to the applicable officer’s continued employment through each vesting date. If the officer’s employment is terminated by the Company other than for Cause or by the officer for Good Reason (each as defined in the applicable award agreement), 50% of the restricted stock units subject to the Retention Award will vest if the termination occurs before the first anniversary of the Retention Grant Date, and all then-outstanding and unvested restricted stock units subject to the Retention Award will vest if the termination occurs on or after the first anniversary of the Retention Grant Date. Each Retention Award is subject to the terms of the Plan, the Company’s Clawback Policy, and the Company’s other applicable policies, in each case as in effect from time to time.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| EXHIBIT NUMBER | DESCRIPTION | |||||||
| 99.1 | Letter Agreement, dated September 14, 2026, between Azenta, Inc. and Dr. Martin D. Madaus | |||||||
| 104 | Cover Page Interactive Data File (embedded within 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.
| AZENTA, INC. | |||||
| /s/ Ephraim Starr | |||||
| Date: September 17, 2026 | Ephraim Starr | ||||
| Senior Vice President, General Counsel and Secretary | |||||
