Azenta (AZTA) DEF 14ADefinitive proxy

We are furnishing this proxy statement and related proxy materials in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Stockholders to be held in a virtual-only format, solely by means of remote communication, on Thursday, January 30, 2025, at 9:00 a.m., Eastern Time, and at any adjournment or postponement thereof (the “Annual Meeting”). We are providing these materials to the holders of record of our common stock as of the close of business on December 9, 2024, and are first making available or mailing the materials on or about December 17, 2024. This summary highlights information contained elsewhere in the Proxy Statement. As this summary does not contain all the information that you should consider in connection with the Annual Meeting, we recommend that you read the entire proxy statement carefully before voting.

References throughout the proxy statement to “Azenta,” “we,” “us”, or the “Company” refer to Azenta, Inc. and its subsidiaries, taken as a whole, unless the context otherwise indicates.

Please see the sections titled “General Annual Meeting Information” on page 70 and “Other Matters” on page 73 for important information about the proxy materials, including voting methods, vote requirements for approval of each proposal, effect of abstentions and broker non-votes and the deadlines to submit stockholder proposals and director nominations for the 2026 annual meeting of stockholders.

You are being asked to vote on the election of the following ten (10) nominees to our Board. All directors are elected annually by the affirmative vote of a plurality of votes cast. The chart below summarizes our director nominees’ personal information and expected committee memberships following the Annual Meeting. You can find detailed information about each director nominee’s background, skill sets and areas of expertise later in this proxy statement.

The live audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to login and test your device’s audio system. The virtual Annual Meeting is running the most updated version of the applicable software and plugins. You should ensure you have a strong Internet connection and allow sufficient time to log in and verify that you can hear streaming audio prior to the start of the Annual Meeting.

Login Instructions. To be admitted to the virtual Annual Meeting, you will need to login at www.virtualshareholdermeeting.com/AZTA2025 using the 16-digit control number found on the proxy card or voting instruction card previously mailed or made available to stockholders entitled to vote at the Annual Meeting.

Technical Assistance. Beginning 15 minutes prior to, and during, the Annual Meeting, we will have support available to assist stockholders with any technical difficulties they may have accessing or hearing the Annual Meeting. If you encounter any difficulty accessing, or during, the Annual Meeting, please call the support team at the number listed on our website at www.Azenta.investorroom.com (2025 Annual Meeting Material).

Voting Prior to or at the Annual Meeting. An online portal is available to stockholders at www.proxyvote.com where you can view and download our proxy materials and 2024 Annual Report and vote your shares in advance of the Annual Meeting. You may vote your shares during the Annual Meeting (up until the closing of the polls) by following the instructions available at www.virtualshareholdermeeting.com/AZTA2025 during the Annual Meeting.

Shares may be voted via the original proxy card or pursuant to the instructions for submitting your proxy via the Internet or telephone that are included in the proxy materials.

Submitting Questions at the Annual Meeting. Stockholders may submit questions for the Annual Meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/AZTA2025, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the meeting.

Appropriate questions related to the business of the Annual Meeting (the proposals being voted on) will be answered during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered at www.azenta.investorroom.com (2025 Annual Meeting Material) as soon as practical after the Annual Meeting. Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related to rules of conduct and other materials for the Annual Meeting will be available at www.azenta.investorroom.com (2025 Annual Meeting Material).

The following changes to our corporate governance have occurred since the Company issued its previous proxy statement on December 15, 2023:

The Board of Directors has responsibility for establishing broad corporate policies and reviewing the Company’s overall performance, rather than day-to-day operations. The Board’s primary responsibility is to oversee management and, in so doing, to serve the Company’s and its stockholders’ best interests while also promoting corporate social responsibility. Management keeps the directors informed of the Company’s activities through regular written reports and presentations at Board and Committee

meetings. The Board has adopted Corporate Governance Guidelines that are publicly available on our website at www.azenta.com. The Corporate Governance Guidelines call for, among other things, the maintenance of Board leadership that is separate from the Company’s executive leadership, whether that comes in the form of an independent chair or an independent lead director. The independent chair presides over the regularly held executive sessions of the Board, noted below, at which the chief executive officer is not present. Each director is required to stand for election annually.

The Board has assessed each of the ten nominees for director against the SEC and the Nasdaq Stock Market standards for independence and determined that Messrs. Casal, Cornog, Doshi, Koffey, and Malus, Drs. Nova and Madaus, and Mses. Davis and McLaughlin, nine of the ten director nominees, meet the general definition of an independent director as defined by the Nasdaq Stock Market. The Board has further determined that all members of the Audit Committee (among others) meet the Nasdaq Stock Market’s stricter definition of independence required for members of an Audit Committee and determined that each member of the Audit Committee qualifies as an audit committee financial expert.

The Board of Directors held fifteen meetings during the fiscal year ended September 30, 2024 and took action four times by written consent. Each current director attended at least 75% of the meetings of the Board of Directors and of committees of which he or she was a member held while he or she was a director during the last fiscal year. In connection with each of the Board’s four regularly scheduled meetings, all non-employee members of the Board met in executive session without the chief executive officer being present.

The Board of Directors encourages stockholders to communicate with our senior management and directly with members of the Board of Directors on matters of concern related to our business and affairs. Stockholders who wish to communicate with members of the Board of Directors may do so by the following means:

As a matter of policy, we encourage the directors to attend meetings of stockholders, in person, virtually or by telephone. All of the nominees for election as director, other than Messrs. Cornog, Doshi, Koffey, Malus, and Marotta, were directors at the time of the last annual stockholder meeting in January 2024 and attended that meeting.

In accordance with our Corporate Governance Guidelines, members of the Board are encouraged to periodically attend formal continuing education programs for directors, with a recommended frequency of at least once every two years. We support and encourage Board members to take advantage of director education opportunities. There are many public company director educational programs available, and we believe that our Board members should keep current on the fast-changing areas of corporate governance and related regulations.

The Board of Directors has elected Frank E. Casal to serve as chair of the Board. The chair assists the chief executive officer in setting the agenda for meetings of the Board of Directors, presides over executive sessions of the Board and performs such other duties as the Board may assign. Robyn C. Davis has served as vice chair of the Board since the Company’s last Annual Meeting of Stockholders. However, the Board has determined to discontinue the role of vice chair effective upon the election of directors at the Annual Meeting.

The Board believes that the combination of backgrounds, skills and experiences of our directors has produced a board that is well-equipped to exercise oversight responsibilities on behalf of our stockholders. The following table highlights the key skills, qualifications and experiences that each director nominee brings to our Board. The skills matrix is a summary, and it is not intended to be a complete description of all the key skills, qualifications, attributes and experience of each director nominee. Our director nominees have developed competencies in these skills through education, direct experience and oversight responsibilities.

Board composition is a critical area of focus for the Board, and the Board seeks representation across a range of attributes, including race, ethnicity, age, and gender. The Board considers diversity in its review of Board composition as discussed above and also takes into account industry knowledge, executive experience, operational experience, scientific and academic expertise, geography, and personal background of each member of the Board and potential nominees to join the Board. The emphasis throughout the process of identifying, evaluating, and nominating candidates and continuing members of the Board is to ultimately produce a group of directors that functions effectively as a leadership team. To support, maintain, and expand the diversity of the Board, the Nominating and Governance Committee actively seeks diverse candidates, including women and minority candidates, as part of its search for new directors.

On January 11, 2024, we filed a proxy statement supplement in which the Board committed to appointing at least one new director who is racially and/or ethnically diverse within the next year. With shareholder support for the Company’s nominees, the January commitment will be fulfilled.

While our Board has not adopted a formal policy concerning diversity, it does believe, as noted above, that it must take advantage of the strength derived from having a diverse set of skills, experience and unique individual backgrounds represented among its members. If all of the nominees are elected, 30% of the Board members will be women and 40% of the Board members will contribute to gender or ethnic diversity.

We believe the continual refreshment of new Board members is an important element of our overall governance and if all of the nominees are elected at the Annual Meeting, 70% of our directors will have joined the Board since 2023, including one director nominee who will initially join the Board at the Annual Meeting if elected. The Azenta Board is also composed of a diverse group of leaders in their respective fields. As discussed above, many of the current directors have leadership experience at major domestic and international companies and/or organizations with operations inside and outside the United States, as well as experience on other companies’ boards, which provides an understanding of different business processes, challenges and strategies. In some cases, they have occupied chief executive officer and other leadership roles in internationally focused companies or institutions in the markets that Azenta serves or related markets.

The table below provides information relating to certain voluntary self-identified characteristics of our directors and director nominees. Each of the categories listed in the table has the meaning set forth in Nasdaq Rule 5605(f), and the format of the table is designed to be substantially similar to the format described in Nasdaq Rule 5606. Our last reported Board Diversity Matrix is included in our proxy statement for the 2024 annual meeting of stockholders filed on December 15, 2023.

We consider Board refreshment on an ongoing basis at Azenta. Our Nominating and Governance Committee is responsible for determining Board membership qualifications and for selecting, evaluating, and recommending to the Board nominees for annual election to the Board and to fill vacancies as they arise. The Nominating and Governance Committee reviews regularly and reports to the Board on the composition and size of the Board, and makes recommendations, as necessary, so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity advisable for the Board as a whole.

As reflected in the Company’s Corporate Governance Guidelines, the Board adopted a policy requiring any director who receives a greater number of votes “withheld” or “against” his or her election than votes “for” his or her election in an election of directors that is not a contested election is required to tender his or her resignation as a director to the Board promptly following the certification of the election results. The Nominating and Governance Committee will consider each resignation tendered under this policy and recommend to the Board whether to accept or reject it.

As part of our ongoing transformation and Board refreshment process, we recently appointed three new independent directors to the Board: William L. Cornog, Quentin Koffey and Alan J. Malus. In addition, we are also nominating one new director to the Board: Dipal Doshi. Current directors Dr. Rosenblatt and Messrs. Bousa and Hirsch have not been nominated for re-election and their term will expire at the Annual Meeting.

The Board currently has the following standing committees: an Audit Committee, an Environmental, Social & Governance (ESG) Committee, a Finance Committee, a Human Resources and Compensation Committee, a Nominating and Governance Committee and a Value Creation Committee. The Board has determined to disband the Finance Committee, effective upon the election of directors at the Annual Meeting. The following tables set out (1) the Board committees on which each current member of the Board now serves and the current chair of each committee and (2) the Board committee that each director nominee is expected to serve on and the expected chair of each committee following the election of directors at the Annual Meeting.

Under the provisions of the Audit Committee charter, the Audit Committee is responsible for the qualifications, independence, appointment, retention, compensation and evaluation of our independent registered public accounting firm, for assisting the Board of Directors in monitoring our financial reporting process, accounting functions, and internal control over financial reporting and for overseeing the process by which we and the Board of Directors conduct the ongoing assessment and management of the risks we face. It is also responsible for administering our Standards of Conduct and the oversight of “whistle-blowing” procedures, and certain other compliance matters.

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, management identified a material weakness in our internal control over financial reporting as of September 30, 2024 as we did not design and maintain effective controls related to the review of the cash flow statement. The impact of the weakness was immaterial misstatements in our Consolidated Statements of Cash Flows for:

With oversight from the Audit Committee, our management has taken, and plans to take, actions to remediate the deficiency in our internal control over financial reporting. These actions include implementing, beginning with the close process for the first fiscal quarter of 2025, new processes, procedures and controls designed to address the underlying causes associated with the material weakness, including (a) implementing a new cash flow reporting tool which will automate the calculation of the effect of exchange rate changes on cash and cash equivalents, and (b) implementing and documenting new processes and controls over the review of our consolidated statement of cash flows. We will assess the effectiveness of the remediation relative to the criteria set forth in Internal Control − Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The Audit Committee will continue to oversee management’s remediation plans and will keep the Board of Directors informed on the status of the material

weakness and seek additional input from the Board of Directors, management, our internal audit and finance teams and the independent auditors to ensure that the material weakness is remediated in a timely and effective manner.

A copy of the charter of the Audit Committee is publicly available on our website at www.azenta.com. Under its charter, the Audit Committee must consist of not less than three directors, each of whom meets the stricter definition of independence for members of the Audit Committee under rules of the Nasdaq Stock Market. The Audit Committee currently is composed of Mr. Hirsch (Chair), Messrs. Casal and Bousa and Ms. McLaughlin. Upon the election of directors at the Annual Meeting, we expect Mr. Casal to become the Chair of the Audit Committee, Ms. McLaughlin to remain on the Audit Committee and Mr. Doshi to become a member of the Audit Committee. The Board of Directors has reviewed the qualifications of each member of the Audit Committee and has determined that each of them meets that stricter definition of independence applicable to audit committee members and that Mr. Casal and Ms. McLaughlin each qualify as an “audit committee financial expert” as the SEC defines that term in Item 407 of Regulation S-K.

The Audit Committee met on five occasions during fiscal year 2024 and took no action by written consent. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

The purpose of the ESG Committee is to assist the Board of Directors in discharging its oversight responsibility related to ESG matters such as climate change impacts, energy and natural resources conservation, environmental and supply chain sustainability, human rights, employee health, safety and well-being, diversity, equity and inclusion, ethics, cybersecurity and data privacy, community engagement, public policy engagement, political contribution, and corporate charitable and philanthropic activities and other ESG issues that are relevant and material to the Company, provide guidance to the Board on the aforementioned matters, and perform an oversight role in shaping the Company’s ESG strategy. The charter of the ESG Committee is publicly available on our website at www.azenta.com. The ESG Committee is currently comprised of Dr. Rosenblatt (Chair), Dr. Nova and Mr. Bousa. Upon the election of directors at the Annual Meeting, we expect Ms. McLaughlin to become the Chair of the ESG Committee, Dr. Nova to remain on the ESG Committee and Mr. Doshi to become a member of the ESG Committee, each of whom meets the definition of an independent director.

The purpose of the Finance Committee is to assess and provide recommendations to the Board of Directors on the Company’s capital structure, including financial strategies, policies, practices and transactions, including the Company’s annual operating plan (AOP). Among other things, the Finance Committee recommends how to employ the Company’s cash resources and assists the management and the Board in the consideration and review of possible strategic transactions. Its purposes do not include the evaluation of financial performance and controls delegated under the charter of the Audit Committee, nor does it preclude direct action by the Board on any issue if the Board so chooses. The charter of the Finance Committee is publicly available on our website at www.azenta.com. The Finance Committee is currently comprised of Dr. Nova (Chair), Ms. Davis, and Mr. Hirsch. Due to the overlap of responsibilities between the Finance Committee and the Audit Committee, as well as the Board, and in an effort to streamline the decision making of the Board, the Board has determined to disband the Finance Committee effective upon the election of directors at the Annual Meeting.

The Human Resources and Compensation Committee has overall responsibility for our compensation philosophy, evaluates and approves executive compensation including cash bonuses to be issued pursuant to the Company’s Performance-Based Variable Compensation Plan and our other cash incentive plans discussed below under “Compensation Discussion and Analysis” beginning on page 32, assists the Board in the discharge of its responsibilities with respect to executive compensation and develops the leadership capabilities of our executives. The Human Resources and Compensation Committee is responsible for the annual compilation of the chief executive officer’s strategic performance objectives and manages his/her annual performance assessment and feedback. Additionally, the Human Resources and Compensation Committee is responsible for planning the succession process for the chief executive officer and the executive staff. It also has been delegated the authority to supervise the administration of our stock plans, and it is required to review and approve the incorporation of our Compensation Discussion and Analysis in this proxy statement in accordance with SEC rules. The Human Resources and Compensation Committee also reviews all grants to employees under our stock plans and recommends the approval of those grants by the full Board of Directors. The Human Resources and Compensation Committee is authorized to retain independent advisors to assist it in fulfilling its responsibilities. Under its charter and the requirements of the Nasdaq Stock Market, the Human Resources and Compensation Committee must consist of at least three directors, each of whom satisfies certain requirements of the securities and other laws and satisfies the independence requirements of the Nasdaq Stock Market.

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, in connection with the preparation of our fiscal year 2024 financial statements, we identified classification errors in our Consolidated Statement of Cash Flows for the year ended September 30, 2023 and the Condensed Consolidated Statements of Cash Flows for the interim periods ended March 31, 2023, June 30, 2023, December 31, 2023, March 31, 2024, and June 30, 2024 and revised the Consolidated Statements of

Cash Flows for each of these periods in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024. As a result of the revisions, management, with oversight of the Human Resources and Compensation Committee and the full Board, conducted a recovery analysis under our clawback policy of incentive-based compensation received by our executive officers during the years ended September 30, 2024 and 2023 to ascertain whether any recovery of excess incentive-based compensation was required. Management, the Human Resources and Compensation Committee and the full Board concluded that no adjustments to executive compensation were required because no compensation was paid to the executive officers under performance-based compensation awards pursuant to performance goals impacted by the revisions and, therefore, that there was no excess incentive-based compensation to recover.

The charter of the Human Resources and Compensation Committee is publicly available on our website at www.azenta.com. The Human Resources and Compensation Committee is currently comprised of Ms. Davis (Chair), Mr. Koffey and Drs. Madaus and Rosenblatt. Upon the election of directors at the Annual Meeting, we expect Ms. Davis to remain the Chair of the Human Resources and Compensation Committee, Mr. Koffey to remain a member of the Human Resources and Compensation Committee, and Dr. Nova and Mr. Malus to become members of the Human Resources and Compensation Committee. Each of these Human Resources and Compensation Committee members meets the definition of an independent director and the other requirements for membership.

The Human Resources and Compensation Committee met on five occasions during fiscal year 2024 and took one action by written consent.

None of the members of the Human Resources and Compensation Committee is or was formerly an officer or employee of the Company, and no executive officer serves on the board of directors of any company at which any of the Human Resources and Compensation Committee members is employed.

The purpose of the Nominating and Governance Committee is to: (i) identify, review and evaluate candidates to serve as directors; (ii) serve as a focal point for communication between such candidates, the Board of Directors and our management; (iii) make recommendations to the full Board with respect to Board candidates to be elected by the stockholders or appointed by the Board; (iv) evaluate and make recommendations to the Board on a set of corporate governance and ethics principles; (v) periodically review and evaluate our governance and ethics policies and guidelines; (vi) evaluate and make recommendations to the Board concerning the structure, responsibilities and operation of the Committees of the Board; (vii) make recommendations to the Board concerning Board meeting policies; and (viii) make recommendations to the Board concerning the compensation of members of the Board and any Committees of the Board.

Under its charter, as supplemented by the rules of the Nasdaq Stock Market, the Nominating and Governance Committee must consist of not less than three members, each of whom satisfies the independence requirements of the Nasdaq Stock Market. A copy of the charter of the Nominating and Governance Committee is publicly available on our website at www.azenta.com. The current members of the Nominating and Governance Committee are Ms. McLaughlin (Chair), Mr. Casal and Dr. Madaus. Upon the election of directors at the Annual Meeting, we expect Dr. Madaus to become the Chair of the Nominating and Governance Committee, Mr. Casal to remain a member of the Nominating and Governance Committee and Ms. Davis to become a member of the Nominating and Governance Committee, each of whom meets the definition of an independent director.

The Nominating and Governance Committee is responsible for identifying candidates to serve as directors, whether such directorships are filled by the Board or by stockholders. The Nominating and Governance Committee may consider nominees recommended by stockholders and other sources, such as directors, third-party search firms or other appropriate sources. Board composition is a critical area of focus for the Board, and the Board seeks representation across a range of attributes, including race, ethnicity, age, and gender. The Nominating and Governance Committee and the Board considers diversity in its review of Board composition and also takes into account industry knowledge, operational experience, scientific and academic expertise, geography, and personal background of each member of the Board and potential nominees to join the Board. To support, maintain and expand the diversity of our Board, our Nominating and Governance Committee actively seeks diverse candidates, including women and minority candidates, as part of its search for new directors. In evaluating candidates the Nominating and Governance Committee seeks the strength that is derived from a variety of experiences among board members, embracing the criteria and qualifications set forth in the Nominating and Governance Committee’s charter, which include personal integrity, sound business judgment, business and professional skills and experience, independence (as defined under SEC and Nasdaq rules), potential conflicts of interest, proven leadership and management experience as chief executive officer or chair of a public company or other large, complex organization, diversity, expertise resulting from significant academic or research activities, and experience on one or more boards of significant public, private, or non-profit organizations, the extent to which a candidate would fill a present need, and concern for the long-term interests of stockholders. In any particular situation, the Nominating and Governance Committee may focus on persons possessing a particular background, experience or qualifications, which the Committee believes would be important to enhance the effectiveness of the Board. It is the practice of the Nominating and Governance Committee in nominating and evaluating candidates for the Board to take into account their ability to contribute to the

experience represented on the Board. The evaluation process for stockholder recommendations is the same as for candidates from any other source. If stockholders wish to recommend a candidate for director for election at the 2026 annual meeting of stockholders, they must follow the procedures described in “Other Matters-Stockholder Proposals and Recommendations For Director.”

The Nominating and Governance Committee also initiates and administers the Board’s annual self-evaluation and performance review process. In fiscal 2024, the Nominating and Governance Committee engaged an independent third party to assist in the evaluation process to bring an outside perspective to the process in order to ensure rigor, full disclosure and a thorough and dynamic process. In fiscal 2024, this evaluation process was initiated by each Board member being sent a written questionnaire prepared by the independent third party with input from the Nominating and Governance Committee and the Senior Vice President, General Counsel and Corporate Secretary dealing with a variety of elements.

After these questionnaires were completed and returned, the independent third party reviewed the results and then conducted individual interviews with each Board member in order to understand fully the perceptions and analysis of each director. The independent third party then presented the information collected through these processes to the Nominating and Governance Committee and then, following that discussion, the chair of the Nominating and Governance Committee presented the independent third party’s observations and recommendations to the full Board for discussion and review. The Board views these activities as part of its overall process of ongoing self-evaluation and continuous improvement and expects to periodically engage independent third parties to help facilitate its annual self-evaluations and performance reviews.

On November 1, 2024, the Board created the Value Creation Committee for the purpose of assisting and advising the Board in its responsibilities relating to long-term value creation. The Value Creation Committee will monitor and consult with and advise the Board and senior management of the Company on the Company’s long-term value creation including cost optimization and procurement initiatives, growth and strategic initiatives and plans, capital deployment and the Company’s execution thereon, as well as on the impact of external developments and factors on the Company’s long-term value creation (including margin expansion), growth and strategic initiatives and plans, including, without limitation, the impact of changes in economic and market conditions, competitive activity, technology, legislative and regulatory considerations and any other external development that the Value Creation Committee believes is relevant.

A copy of the charter of the Value Creation Committee is publicly available on our website at www.azenta.com. The current members of the Value Creation Committee are Mr. Cornog (Chair), Dr. Madaus and Messrs. Koffey, Malus and Marotta, each of whom will remain on the Value Creation Committee following the Annual Meeting, and each of whom also meets the definition of an independent director, except for Mr. Marotta. Mr. Casal is currently, and is expected to remain following the Annual Meeting, a non-voting observer to the Value Creation Committee.

Management is responsible for the day-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its Committees, has the ultimate responsibility for the oversight of risk management. The Board has delegated to the Audit Committee responsibility to ensure that the Board and management implement and regularly employ the processes necessary to understand, address and manage the Company’s business risks, including delegation to other Committees of the Board with respect to specific areas of business risk where the Audit Committee deems this to be appropriate. Periodically, working initially through the Audit Committee, management and the Board jointly develop and/or review a list of important risks that the Company prioritizes. These are reviewed during the year by management and by the Board and the applicable Committees of the Board. The Board of Directors also specifically engages in cybersecurity risk oversight through detailed annual reports, as well as periodic updates from the Company’s chief information officer.

The Board’s risk oversight processes build upon management’s regular risk assessment and mitigation processes, which include standardized reviews conducted with members of management across and throughout the Company in areas such as financial and management controls, strategic and operational planning, regulatory compliance, environmental compliance and health and safety processes. The results of these reviews are then discussed and analyzed at the most senior level of management, which assesses both the level of risk posed in these areas and the likelihood of their occurrence, coupled with planning for the mitigation of such risks and occurrences.

Following this senior management level assessment, the Audit Committee is then tasked to coordinate the risk assessment process at the Board level and to ensure that mitigation and corrective actions are being taken where appropriate.

Although we have not adopted an insider trading policy governing our purchase, sale, and/or other disposition of our securities, as part of the oversight of risk, the Board, or one or more of its Committees, approves any transaction, plan or arrangement by or with the Company with respect to our securities on a case-by-case basis, and as part of their procedures to review and approve any such transaction, plan or arrangement, the Board or Committee consults with our General Counsel and/or outside legal counsel to ensure compliance with applicable insider trading laws, rules and regulations, and listing standards.

The Company’s Corporate Governance Guidelines, as set out on the Company’s corporate web site under “Company” and “Investors” and “Governance” and “Governance Documents,” provide that there will always be independent leadership of the Board. In accordance with the Corporate Governance Guidelines, the Board may select the chief executive officer to also serve as Board chair, but its current practice is to have an independent director serve as chair. The Corporate Governance Guidelines also make clear that in the event that the same person serves as chief executive officer and chair, the Board shall select a lead independent director who shall be responsible for chairing meetings of the independent directors in addition to any other responsibilities designated by the Board. Under this separation of responsibilities, an independent director will always be in a position of Board leadership.

The Company’s Corporate Governance Guidelines also provide that the independent directors of the board shall meet in executive session (separate from any inside directors) on a regular basis, at least as frequently as may be required by applicable Nasdaq or SEC rule or regulation. It has been the consistent practice of the chair to conduct such meetings of independent directors at each in-person meeting of the Board of Directors. In addition, the independent directors of the Board meet in executive session under certain circumstances when appropriate. For example, in fiscal year 2024, the independent directors of the Board met on several occasions in connection with the CEO search process that ultimately led to the hiring of our CEO, John Marotta.

In addition, under the Corporate Governance Guidelines, the chair (with the assistance of the Company Secretary) is primarily responsible for (i) monitoring communications from stockholders and (ii) providing copies or summaries of such communications to the other directors as he or she considers appropriate.

We believe that the separation of the roles of chief executive officer and chair of the Board of Directors continues to offer benefits including the following:

At Azenta, our mission to enable “life sciences organizations around the world to bring impactful breakthroughs and therapies to market faster” is deeply intertwined with our commitment to operate as a responsible corporate citizen. We are dedicated to using resources responsibly to support the sustainability of our business and the global environment.

Our environmental, social, and governance (ESG) efforts are governed at the highest levels, with Board and executive management oversight. The Board of Directors provides guidance to ensure that ESG initiatives align with material risks and opportunities, strategic goals, and stakeholder expectations. The ESG Committee of the Board is responsible for overseeing our ESG strategy, including environmental sustainability, ethics and compliance programs, workplace health and safety, product quality and safety, data privacy and security, and workplace diversity, equity, and inclusion initiatives. This Committee also monitors ESG reporting and disclosure practices. Other board committees also play a role in ESG oversight. The Audit Committee oversees audit risks, including those related to ESG. The Human Resources and Compensation Committee monitors risks related to employee engagement, talent management, and compensation. The Nominating and Corporate Governance Committee leads the oversight of board governance, including board organization and effectiveness.

The ESG program is further supported by a cross-functional Executive ESG Steering Committee, comprised of management team members from across the Company which is responsible for developing, implementing, and monitoring initiatives related to the three key pillars: Environmental Protection, Social Impact, and Responsible Operations. Each pillar is managed by a dedicated working committee, ensuring sustained focus and effective execution at the functional level. This comprehensive governance framework, with oversight from both Executive Leadership and the Board, allows us to effectively manage ESG risks and create long-term value for stockholders, employees, customers, and other stakeholders.

In our efforts to enhance our ESG initiatives and disclosures, we remain focused on our “Three Pillars” of corporate responsibility – environmental protection, social impact, and responsible operations – outlined in more detail below.

For more information on our ESG initiatives and to read our latest annual ESG Report, please visit the “Environmental, Social, and Governance” section of our website (at https://investors.azenta.com/esg).

The following table sets forth information as of December 9, 2024 with respect to the beneficial ownership of our common stock by each current director, each director nominee that is not a current director, each executive officer named below in the Summary Compensation Table under “Compensation Tables for Named Executive Officers-Summary Compensation Table” (referred to as the “named executive officers”), all current executive officers and current directors as a group, and each person known by us to be the beneficial owner of 5% or more of our common stock. Except as indicated below, this information is based upon information received from, on behalf of or filed with the SEC by the named security holders.

At the Annual Meeting, ten directors are to be elected to serve until the 2026 annual meeting of stockholders and thereafter until their successors have been duly chosen and qualified or their earlier death, resignation or removal. The nominees for election at the Annual Meeting are listed on the following pages with brief biographies. All of the nominees are currently Azenta directors, except for Dipal Doshi. Dr. Rosenblatt and Messrs. Bousa and Hirsch have not been nominated for re-election and their term will expire at the Annual Meeting.

All of the nominees are willing to serve as directors but, if any of them should decline or be unable to serve or for good cause will not serve as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our Board of Directors, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board.

It is the practice of the Nominating and Governance Committee and the Board to evaluate the following qualifications and criteria relative to the overall experience represented on the Board. When assessing the Board’s composition, the Nominating and Governance Committee and the full Board review the Board’s effectiveness in balancing these qualifications and criteria with the need to ensure that the members of that Board function well together.

The process to evaluate prospective non-employee director candidates and continuing Board members is derived from the qualifications identified in the Board’s Corporate Governance Guidelines and in the charter of the Nominating and Governance Committee. At the highest level, these qualifications include:

The Board and the Nominating and Governance Committee also assess candidates’ and continuing directors’ independence as defined under SEC and Nasdaq rules and other applicable standards.

An additional objective, throughout the process of identifying, evaluating, and nominating candidates and continuing members of the Board, is to produce a group of directors that function effectively as a leadership team. The process prioritizes assembling a Board that possesses a diverse variety of skills, qualifications, experiences, and perspectives. Within this framework, the Nominating and Governance Committee identifies certain criteria as essential to ensuring that the Board, as a whole, includes appropriate skills and experience. Those criteria include:

On November 1, 2024, we entered into a Cooperation Agreement with Politan Capital Management LP, a Delaware limited partnership, Politan Capital Management GP LLC, a Delaware limited liability company, Politan Capital NY LLC, a New York limited liability company, and Politan Capital Partners GP LLC, a Delaware limited liability company, (collectively, “Politan”) regarding the composition of our Board

and certain other matters. Pursuant to the Cooperation Agreement, we agreed, among other things: (a) to increase the size of the Board by three (3) directors and appoint Mr. Koffey to the Board, effective November 1, 2024, with an initial term expiring at the Annual Meeting; (b) to establish the Value Creation Committee; (c) to appoint Messrs. Koffey, Cornog, Malus, Madaus and Marotta to the Value Creation Committee (collectively, the “Initial Value Creation Committee Members”), with Mr. Cornog appointed as the chair of the Value Creation Committee and Mr. Casal appointed as a non-voting observer of the Value Creation Committee (collectively with the Initial Value Creation Committee Members, the “Value Creation Committee Participants”); (d) to appoint Mr. Koffey to the Human Resources and Compensation Committee; (e) to nominate the Value Creation Committee Participants for election to the Board at the Annual Meeting; and (f) that two directors serving on the Board immediately prior to the execution of the Cooperation Agreement would not stand for re-election to the Board at the Annual Meeting. Dr. Rosenblatt and Messrs. Bousa and Hirsch were not nominated for re-election at the Annual Meeting and their term will expire at the Annual Meeting. Additionally, the Cooperation Agreement includes certain voting commitments, standstill, confidentiality and mutual non-disparagement provisions (subject to certain customary carveouts) that generally remain in place until the earlier of (x) the date that is 30 days prior to the notice deadline under our Amended and Restated Bylaws for the nomination of director candidates for election to the Board at the 2026 annual meeting of stockholders and (y) October 23, 2025.

An affirmative vote of a plurality of votes properly cast, virtually or by proxy, is required for the election of each of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Broker non-votes will have no effect on the voting outcome with respect to the election of directors.

Following is certain information with respect to the ten nominees, in each case setting forth the particular experience, qualifications, attributes and skills of each director nominee that led the Board to conclude that such person should serve as a director of Azenta.

The following table sets forth the total compensation paid or accrued during the fiscal year ended September 30, 2024 to each of our non-employee directors.

The Board recently approved changes to the annual director compensation paid to our non-employee directors, effective upon the election of directors at the Annual Meeting. The changes were made in an effort to better align our director compensation with market practices of our peers and to rebalance the compensation structure to include higher equity ownership and less cash retainer, to better align with shareholder interests. The table below sets forth the current annual compensation paid to our non-employee directors as well as the compensation that will go into effect at the Annual Meeting. Compensation is pro-rated for the portion of any fiscal year in which the non-employee director provides service and is paid quarterly.

The Board of Directors has previously approved equity ownership guidelines for non-employee directors, which require each non-employee director to own over time shares of our common stock having a market value of at least $300,000. The target ownership amounts are subject to adjustments based on changes in the market price for our common stock. As of November 30, 2024, each of the non-employee directors, except Drs. Madaus and Nova, and Messrs. Bousa, Hirsch, Cornog, Koffey and Malus, who each joined the Board in the last two years, has exceeded the target ownership amount. The Board may at any time revoke or modify these guidelines.

The Nominating and Governance Committee and the full Board review director compensation periodically in light of business and market conditions and such other factors as they deem appropriate.

Non-employee directors may elect to defer receipt of their stock compensation in exchange for a credit, in restricted stock units, to a deferred RSU account. Non-employee directors may also elect to defer all or a portion of their cash compensation pursuant to the Company’s Deferred Compensation Plan. Ms. Davis elected to defer cash compensation in 2024. In general, directors must make these deferral elections by the end of the calendar year preceding the date of the grant of the shares. Directors who make a deferral election will have no rights as stockholders of the Company with respect to amounts credited to their deferred RSU account. An amount equal to the cash dividends that would be paid on the number of shares equal to the number of RSUs credited to the director’s deferred RSU account will be converted into additional RSUs based on the closing price of the Company’s stock on each dividend record date. Payment of RSUs credited to the deferred RSU account will be made in a lump sum in an equal number of shares of fully vested common stock at the time specified in the director’s deferral election, but no later than as soon as administratively feasible following the director’s termination of Board service. The table below sets forth the total number of deferred stock awards held by each non-employee director as of September 30, 2024.

We have entered into indemnification agreements with each of our directors and anticipate that we will enter into similar agreements with any future directors. Generally, the indemnification agreements are designed to provide the maximum protection permitted by Delaware law with respect to indemnification of a director.

The indemnification agreements provide that we will pay certain amounts incurred by a director in connection with any civil or criminal action or proceeding, specifically including actions by or in our name (derivative suits) where the individual’s involvement is by reason of the fact that the director is or was a director or officer. Such amounts include, to the maximum extent permitted by law, attorney’s fees, judgments, civil or criminal fines, settlement amounts, and other expenses customarily incurred in connection with legal proceedings. Under the indemnification agreements, a director will receive indemnification unless the director is adjudged not to have acted in good faith and in a manner the director reasonably believed to be in the best interests of Azenta.

The names of our current executive officers and certain biographical information furnished by each of them as of November 30, 2024 are set forth below. Each executive officer serves for a one-year term or until his or her successor is elected and qualified or until his or her earlier death, resignation or termination.