Avanos Medical Inc.
10/23/2025 | Press release | Distributed by Public on 10/23/2025 05:02
Management Change/Compensation (Form 8-K)
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.
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