Avanos Medical (AVNS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 24, 2025, with voting on director elections, auditor ratification, executive compensation, and an amendment to the long-term incentive plan.

• Company focuses on specialty nutrition systems and pain management, emphasizing non-opioid therapies and global market leadership.

• 2024 saw 5% organic growth, $83M free cash flow, $107.6M adjusted EBITDA, and $1.35 adjusted EPS.

• Transformation initiatives included portfolio rationalization, cost management, and targeted divestitures, with $50M in gross savings expected by 2025.

Voting matters and shareholder proposals

• Proposals include electing five directors for one-year terms, ratifying Deloitte & Touche LLP as auditors, approving executive compensation (say-on-pay), and amending the 2021 Long Term Incentive Plan to add 2,250,000 shares.

• Board recommends voting FOR all proposals.

• Shareholders of record as of February 28, 2025, are eligible to vote; voting can be done by mail, phone, internet, or in person.

Board of directors and corporate governance

• Board consists of five independent directors with diverse backgrounds in healthcare, finance, and governance.

• Separate Chairman and CEO roles; all committees are composed of independent directors.

• Board committees: Audit, Compensation, Compliance, and Governance, each with defined responsibilities and authority to retain independent advisors.

• Board diversity includes three women, one African American, and one multi-ethnic member.

• No mandatory retirement age for directors.