Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2021 |
Pay vs Performance Disclosure [Table] |
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Pay vs Performance [Table Text Block] |
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection
Act, and Item 402(v) of Regulation S-K we are providing the following information about the relationship between executive Compensation Actually Paid (“CAP”) for our Chief Executive Officer, also referred to as our principal executive officer
(“PEO”), and our other Named Executive Officers (“NEOs”) and certain financial performance metrics of the Company for the fiscal years listed below. The Human Resources and Compensation (HRC) Committee did not consider the pay versus
performance disclosure below in making its pay decisions for any of the years shown. For further information on the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance,
please refer to “Compensation Discussion and Analysis.”
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2023
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$5,554,462
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$5,753,017
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$1,587,464
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$1,664,874
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$109
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$80
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$109
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-$12.9
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$665.0
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2022
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$4,668,377
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-$8,289,063
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$2,357,741
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-$184,501
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$93
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$82
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$110
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-$11.3
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$552.0
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2021
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$5,290,656
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$21,015,659
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$1,897,530
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$6,261,160
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$222
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$150
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$143
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$111.9
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$1,178
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*
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Financials for 2021 are based on a combined Life Sciences and Semi-conductor equipment company and are pre-separation of the
businesses and the closing of the sale of the semiconductor automation business on February 1, 2022.
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(1)
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Amounts shown are the amounts of total compensation reported for Dr. Schwartz, our CEO, for each corresponding year in the Total column of the Summary Compensation Table (SCT).
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(2)
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Amounts represent the amount of CAP to Dr. Schwartz, as calculated in accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to Dr. Schwartz’s total compensation for each year to determine the CAP:
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2023
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$5,554,462
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-$4,500,037
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$4,698,592
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$5,753,017
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2022
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$4,668,377
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-$3,500,031
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-$9,457,409
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-$8,289,063
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2021
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$5,290,656
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-$3,000,067
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$18,725,070
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$21,015,659
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(a)
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The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column of the SCT for
the corresponding fiscal year.
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(b)
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The equity award adjustments are calculated in accordance with the SEC rules as shown in the table below.
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2023
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$3,791,453
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$473,115
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$434,024
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$4,698,592
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2022
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$1,311,173
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-$5,025,180
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-$5,743,403
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-$9,457,409
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2021
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$7,845,742
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$7,286,596
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$3,592,733
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$18,725,070
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(3)
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Amounts reported in this column represent the average of the amounts reported in for the Company’s NEOs, excluding Dr. Schwartz.
Messrs. Robertson, Joseph and Vacha and Dr. Gray are the Non-PEO NEOs in 2023. Messrs. Robertson and Joseph, Dr. McManus and Ms. Sriram are the Non-PEO NEOs in 2022. Messrs. Robertson, Jarzynka and Vacha, and Dr. Liao are the Non-PEO
NEOs in 2021.
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(4)
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The amounts reported in this column represent the average amount of CAP to the Non-PEO NEOs (excluding Dr. Schwartz), as computed in
accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each year to determine the CAP:
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2023
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$1,587,464
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-$1,012,541
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$1,089,951
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$1,664,874
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2022
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$2,357,741
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-$1,483,811
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-$1,058,430
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-$184,501
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2021
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$1,897,530
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-$900,027
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$5,263,658
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$6,261,160
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(a)
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The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column of the SCT for
the corresponding fiscal year.
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(b)
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The equity award adjustments are calculated in accordance with the SEC rules as shown in the table below.
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2023
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$853,105
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$119,954
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$116,893
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$1,089,951
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2022
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$687,646
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-$785,402
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-$960,674
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-$1,058,430
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2021
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$1,877,406
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$2,382,731
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$1,003,520
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$5,263,658
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(5)
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Cumulative TSR is calculated by dividing the sum of the cumulative difference between the Company’s share price at the end and the
beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
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(6)
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The peer group for TSR is Azenta’s peer group used in the Company’s performance graph under Item 201 of Regulation S-K included in
the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which includes the following companies: Angiodynamics Inc, Caredx Inc, Certara Inc, Haemonetics Corp, Icu Medical Inc, Integra Lifesciences Holdings
Corp, Maravai Lifesciences Holdings Inc, Medpace Holdings Inc, Neogenomics Inc, Orasure Technologies Inc, Repligen Corp, Sotera Health Co, and Varex Imaging Corp. The comparison assumes $100 was invested for the period starting
September 30, 2020, through the end of the listed year for the Company and the peer group.
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(7)
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This is supplemental information provided by the Company showing the TSR using the S&P 1500 Life Sciences Tools & Services
Industry Index. The comparison assumes $100 was invested for the period starting September 30, 2020, through the end of the listed year for the Company and the peer group.
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(8)
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The amount shown is the net income reflected in the Company’s consolidated audited financial statements for the applicable year.
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(9)
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Revenue from continued operations for the applicable year. Revenue for 2021 is based on a combined Life Sciences and Semi-conductor
equipment company and are pre-separation of the businesses and the closing of the sale of the semiconductor automation business on February 1, 2022.
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Company Selected Measure Name |
Revenue
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Named Executive Officers, Footnote [Text Block] |
(3)
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Amounts reported in this column represent the average of the amounts reported in for the Company’s NEOs, excluding Dr. Schwartz.
Messrs. Robertson, Joseph and Vacha and Dr. Gray are the Non-PEO NEOs in 2023. Messrs. Robertson and Joseph, Dr. McManus and Ms. Sriram are the Non-PEO NEOs in 2022. Messrs. Robertson, Jarzynka and Vacha, and Dr. Liao are the Non-PEO
NEOs in 2021.
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Peer Group Issuers, Footnote [Text Block] |
(6)
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The peer group for TSR is Azenta’s peer group used in the Company’s performance graph under Item 201 of Regulation S-K included in
the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which includes the following companies: Angiodynamics Inc, Caredx Inc, Certara Inc, Haemonetics Corp, Icu Medical Inc, Integra Lifesciences Holdings
Corp, Maravai Lifesciences Holdings Inc, Medpace Holdings Inc, Neogenomics Inc, Orasure Technologies Inc, Repligen Corp, Sotera Health Co, and Varex Imaging Corp. The comparison assumes $100 was invested for the period starting
September 30, 2020, through the end of the listed year for the Company and the peer group.
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(7)
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This is supplemental information provided by the Company showing the TSR using the S&P 1500 Life Sciences Tools & Services
Industry Index. The comparison assumes $100 was invested for the period starting September 30, 2020, through the end of the listed year for the Company and the peer group.
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PEO Total Compensation Amount |
$ 5,554,462
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$ 4,668,377
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$ 5,290,656
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PEO Actually Paid Compensation Amount |
$ 5,753,017
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(8,289,063)
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21,015,659
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Adjustment To PEO Compensation, Footnote [Text Block] |
(2)
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Amounts represent the amount of CAP to Dr. Schwartz, as calculated in accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to Dr. Schwartz’s total compensation for each year to determine the CAP:
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2023
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$5,554,462
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-$4,500,037
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$4,698,592
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$5,753,017
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2022
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$4,668,377
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-$3,500,031
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-$9,457,409
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-$8,289,063
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2021
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$5,290,656
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-$3,000,067
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$18,725,070
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$21,015,659
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(a)
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The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column of the SCT for
the corresponding fiscal year.
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(b)
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The equity award adjustments are calculated in accordance with the SEC rules as shown in the table below.
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2023
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$3,791,453
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$473,115
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$434,024
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$4,698,592
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2022
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$1,311,173
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-$5,025,180
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-$5,743,403
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-$9,457,409
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2021
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$7,845,742
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$7,286,596
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$3,592,733
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$18,725,070
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Non-PEO NEO Average Total Compensation Amount |
$ 1,587,464
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2,357,741
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1,897,530
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,664,874
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(184,501)
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6,261,160
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Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
(4)
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The amounts reported in this column represent the average amount of CAP to the Non-PEO NEOs (excluding Dr. Schwartz), as computed in
accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each year to determine the CAP:
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2023
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$1,587,464
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-$1,012,541
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$1,089,951
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$1,664,874
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2022
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$2,357,741
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-$1,483,811
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-$1,058,430
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-$184,501
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2021
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$1,897,530
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-$900,027
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$5,263,658
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$6,261,160
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(a)
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The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column of the SCT for
the corresponding fiscal year.
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(b)
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The equity award adjustments are calculated in accordance with the SEC rules as shown in the table below.
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2023
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$853,105
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$119,954
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$116,893
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$1,089,951
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2022
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$687,646
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-$785,402
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-$960,674
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-$1,058,430
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2021
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$1,877,406
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$2,382,731
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$1,003,520
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$5,263,658
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Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
Compensation Actually Paid (CAP) and Cumulative Total Shareholder
Return (TSR)
Below is a table that compares the CAP for the PEO and Non-PEO NEOs for the past three
fiscal years (FY2021, FY2022 and FY2023) against the cumulative three year TSR performance for Azenta from October 1, 2020 – September 30, 2023, for Azenta’s financial peer group and, as supplemental information, for the S&P 1500 Life
Sciences Tools & Services Industry Index.
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Compensation Actually Paid vs. Net Income [Text Block] |
Compensation Actually Paid (CAP) and GAAP Net Income
Below is a table that compares the CAP for the PEO and Non-PEO NEOs for the past three
fiscal years (FY2021, FY2022 and FY2023) against GAAP Net Income performance for the related year.
*
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Net Income for 2021 are based on a combined Life Sciences and Semi-conductor equipment company and are pre-separation of the
businesses and the closing of the sale of the semiconductor automation business on February 1, 2022.
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Compensation Actually Paid vs. Company Selected Measure [Text Block] |
Compensation Actually Paid (CAP) and Revenue
Below is a table that compares the CAP for the PEO and Non-PEO NEOs for the past three
fiscal years (FY2021, FY2022 and FY2023) against Annual Revenue performance for the related fiscal year.
*
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Revenue for 2021 are based on a combined Life Sciences and Semi-conductor equipment company and are pre-separation of the businesses
and the closing of the sale of the semiconductor automation business on February 1, 2022.
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Total Shareholder Return Vs Peer Group [Text Block] |
Compensation Actually Paid (CAP) and Cumulative Total Shareholder
Return (TSR)
Below is a table that compares the CAP for the PEO and Non-PEO NEOs for the past three
fiscal years (FY2021, FY2022 and FY2023) against the cumulative three year TSR performance for Azenta from October 1, 2020 – September 30, 2023, for Azenta’s financial peer group and, as supplemental information, for the S&P 1500 Life
Sciences Tools & Services Industry Index.
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Tabular List [Table Text Block] |
Financial Performance Measures
The Company’s executive compensation program reflects our pay for performance philosophy,
as described in the “Compensation Discussion and Analysis” above. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on their alignment with the Company’s strategic objectives and their
ability to increase value to our stockholders. The most important financial performance measures used by the Company to determine executive compensation paid to the Company’s NEOs, for the most recent compensation fiscal year are as follows:
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Adjusted Free Cash Flow
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•
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Adjusted Operating Profit
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These are non-GAAP measures. Appendix A of this Proxy defines these and other non-GAAP
financial measures and reconciles them to the most directly comparable historical GAAP financial measures.
While the Company used several performance measures to align the executive compensation
program with Company performance, as shown above, they are not all presented in the Pay versus Performance table. The Company has chosen to focus on Revenue because it has the most significant impact on compensation. Additionally, the Company
generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a
particular year.
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Total Shareholder Return Amount |
$ 109
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93
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222
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Peer Group Total Shareholder Return Amount |
80
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82
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150
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Peer Group Total Shareholder Return Amount 1 |
109
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110
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143
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Net Income (Loss) |
$ (12,900,000)
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$ (11,300,000)
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$ 111,900,000
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Company Selected Measure Amount |
665,000,000
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552,000,000
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1,178,000,000
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PEO Name |
Dr. Schwartz
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Dr. Schwartz
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Dr. Schwartz
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Measure [Axis]: 1 |
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Pay vs Performance Disclosure [Table] |
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Measure Name |
Revenue
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Measure [Axis]: 2 |
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Pay vs Performance Disclosure [Table] |
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Measure Name |
Adjusted EPS
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Measure [Axis]: 3 |
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Pay vs Performance Disclosure [Table] |
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Measure Name |
Adjusted EBITDA
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Measure [Axis]: 4 |
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Pay vs Performance Disclosure [Table] |
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Measure Name |
ROIC
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Measure [Axis]: 5 |
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Pay vs Performance Disclosure [Table] |
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Measure Name |
Adjusted Free Cash Flow
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Measure [Axis]: 6 |
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Pay vs Performance Disclosure [Table] |
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Measure Name |
Adjusted Operating Profit
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PEO [Member] | Reported Value of Equity Awards Granted in the Year [Member] |
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Pay vs Performance Disclosure [Table] |
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Adjustment to Compensation Amount |
$ (4,500,037)
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$ (3,500,031)
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$ (3,000,067)
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PEO [Member] | Total Equity Award Adjustments [Member] |
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Pay vs Performance Disclosure [Table] |
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Adjustment to Compensation Amount |
4,698,592
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(9,457,409)
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18,725,070
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PEO [Member] | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year [Member] |
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Pay vs Performance Disclosure [Table] |
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Adjustment to Compensation Amount |
3,791,453
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1,311,173
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7,845,742
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PEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member] |
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Pay vs Performance Disclosure [Table] |
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Adjustment to Compensation Amount |
473,115
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(5,025,180)
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7,286,596
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PEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
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Pay vs Performance Disclosure [Table] |
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Adjustment to Compensation Amount |
434,024
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(5,743,403)
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3,592,733
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Non-PEO NEO [Member] | Reported Value of Equity Awards Granted in the Year [Member] |
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Pay vs Performance Disclosure [Table] |
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Adjustment to Compensation Amount |
(1,012,541)
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(1,483,811)
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(900,027)
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Non-PEO NEO [Member] | Total Equity Award Adjustments [Member] |
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Pay vs Performance Disclosure [Table] |
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Adjustment to Compensation Amount |
1,089,951
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(1,058,430)
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5,263,658
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Non-PEO NEO [Member] | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year [Member] |
|
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Pay vs Performance Disclosure [Table] |
|
|
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Adjustment to Compensation Amount |
853,105
|
687,646
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1,877,406
|
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member] |
|
|
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Pay vs Performance Disclosure [Table] |
|
|
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Adjustment to Compensation Amount |
119,954
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(785,402)
|
2,382,731
|
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
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Pay vs Performance Disclosure [Table] |
|
|
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Adjustment to Compensation Amount |
$ 116,893
|
$ (960,674)
|
$ 1,003,520
|