Azenta, Inc. has disclosed the terms of the employment agreement for Dr. Martin D. Madaus, who serves as the company's Interim President and Chief Executive Officer. The agreement was approved by the Board of Directors on September 14, 2026, effective from August 22, 2026. Under the Letter Agreement, Dr. Madaus is set to receive an annual base salary of $600,000. In lieu of participation in the company's standard annual incentive compensation plan, he is entitled to a cash performance recognition bonus equal to 100% of his base salary. This bonus will be earned and vest in full on the first anniversary of his start date, provided he remains employed through that date, or on a pro rata basis if his employment ends earlier. The bonus is forfeited if the company terminates his employment for Cause or if he voluntarily resigns without Board approval. Any vested bonus is scheduled to be paid in a lump sum on January 1, 2028, contingent upon the execution of a general release of claims.
In addition to his salary and bonus, Dr. Madaus was granted restricted stock units (RSUs) with an aggregate award value of $1,200,000. The number of RSUs is calculated by dividing this value by the average closing price of Azenta's common stock over the 20 trading days ending on September 14, 2026. These RSUs will vest at a rate of 1/12 on each monthly anniversary of his start date, subject to his continued service. The award is subject to the company's 2020 Equity Incentive Plan and Clawback Policy. Dr. Madaus is also eligible for standard health and welfare benefits and his employment is at-will; he does not participate in severance or change-in-control policies.
The company also approved one-time retention awards for several named executive officers on September 11, 2026. These awards, granted on September 14, 2026, include $1,000,000 for Executive Vice President and CFO Lawrence Lin, and $500,000 each for Senior Vice President and General Counsel Ephraim Starr, Senior Vice President and CHRO Olga Pirogova, and Senior Vice President Trey Martin. The number of RSUs for each officer is determined by dividing the specific award value by the average closing price of the stock over the 20 trading days ending on September 14, 2026. These retention awards consist of time-based RSUs that vest 50% on the first and second anniversaries of the grant date. If an officer is terminated by the company for reasons other than Cause or by the officer for Good Reason, 50% of the RSUs vest if the termination occurs before the first anniversary, and all outstanding units vest if the termination occurs on or after the first anniversary.
