The table below shows the number of shares of our common stock beneficially owned as of the close of business on November 13, ~~2014~~2017 by each of our current directors and nominees for director, and each Named Executive Officer listed in the ~~2014~~2017 Summary Compensation Table below, as well as the number of shares beneficially owned by all of our directors and current executive officers as a group. The table and footnotes also include information about stock options ~~and restricted stock~~ held by directors and executive officers under the ~~Company's~~Company’s 2006 Equity Incentive ~~Plan.~~

Beneficial Owners
Number of
Shares(1) Number of
Unvested
Restricted
Shares Options
Currently
Exercisable or
Exercisable
Within 60 Days Total
Beneficial
Ownership(2) Percent
of Class
Alan R. Batkin
58,396 1,453 10,125 69,974 *
Ann E. Berman
9,347 1,453 0 10,800 *
Joseph M. Cohen
189,380 1,453 10,125 200,958 *
Charles M. Diker
5,148,622 0 45,000 5,193,622 (3) 12.5 %
Mark N. Diker
503,226 1,453 10,125 514,804 (4) 1.2 %
George L. Fotiades
98,663 8,344 0 107,007 *
Jorgen B. Hansen
10,930 38,083 0 49,013 *
Alan J. Hirschfield
421,976 1,453 10,125 433,554 1.0 %
Andrew A. Krakauer
115,110 87,603 0 202,713 *
Eric W. Nodiff
58,379 18,995 0 77,374 *
Peter J. Pronovost
17,972 1,453 0 19,425 *
Craig A. Sheldon
36,466 10,700 0 47,166 *
Bruce Slovin
308,877 1,453 10,125 320,455 *
All Directors and Executive Officers as a group (15 persons)
6,978,385 197,324 95,625 7,271,334 17.5 %

*: ~~Represents beneficial ownership of less than one percent (1%).~~
~~(1)~~: ~~Excludes unvested restricted shares.~~
~~(2)~~: ~~Unless otherwise noted, we believe that all persons named in the table have sole voting~~Plan (2006 Plan) and investment power with respect to all shares of common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from November 13, 2014 upon the exercise of options. Each beneficial owner's percentage ownership is determined by assuming that options that are held by such person (but not those held by any other person) and that are exercisable within 60 days from November 13, 2014 have been exercised.
~~(3)~~: Includes an aggregate of 1,784,976 shares for which Mr. Diker may be deemed to be the beneficial owner comprised of (i) 483,788 shares owned by Mr. Diker's wife, (ii) 234,271 shares owned by trusts for the benefit of Mr. Diker's children, (iii) 79,654 shares held in accounts for Mr. Diker's grandchildren over which he exercises investment discretion (including shares disclosed in the chart above as beneficially owned by Mark N. Diker), (iv) 29,430 shares held by the DicoGroup, Inc., a corporation of which Mr. Diker serves as Chairman of the Board, (v) 225,321 shares owned by a non-profit corporation of which Mr. Diker and his wife are the principal officers and directors, and (vi) 732,512 shares held in certain other trading accounts over which Mr. Diker exercises investment discretion.

2016 Equity Incentive Plan (2016 Equity Plan).

~~(4)~~: ~~Includes an aggregate of 44,304 shares owned by a trust for the benefit of his children for which Mr. Diker may be deemed to be the beneficial owner.~~



Beneficial Owners	Number of Shares⁽¹⁾	Options Currently Exercisable or Exercisable Within 60 Days	Total Beneficial Ownership⁽²⁾	Percent of Class
Alan R. Batkin	71,225	—	71,225	*
Ann E. Berman	5,424	—	5,424	*
Peter G. Clifford	16,226	—	16,226	*
Lawrence Conway	2,663	—	2,663	*
Charles M. Diker⁽³⁾	4,270,086	65,000	4,335,086	10.3%
Mark N. Diker⁽⁴⁾	476,801	—	476,801	1.1%
Anthony B. Evnin	6,272	—	6,272	*
Laura L. Forese	4,210	—	4,210	*
George L. Fotiades	100,066	—	100,066	*
Jorgen B. Hansen	40,161	—	40,161	*
Ronnie Myers	2,258	—	2,258	*
Eric W. Nodiff⁽⁵⁾	39,796	—	39,796	*
Peter Provonost	19,610	—	19,610	*
Seth M. Yellin	21,976	—	21,976	*
All Directors, Nominees for Director, and Executive Officers as a group (15 persons)⁽⁶⁾	5,033,380	65,000	5,098,380	12.2%


*	Represents beneficial ownership of less than one percent (1%).


(1)	Includes unvested restricted stock awards (RSAs) for which the named person has voting rights. Excludes unvested restricted stock units (RSUs) for which the named person does not having voting or disposition rights.

(2)

Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from November 13, 2017 upon the exercise of options. Each beneficial owner’s percentage ownership is determined by assuming that options that are held by such person (but not those held by any other person) and that are exercisable within 60 days from November 13, 2017 have been exercised.

(3)

Includes an aggregate of 1,183,130 shares for which Mr. Diker may be deemed to be the beneficial owner comprised of (i) 453,538 shares owned by Mr. Diker’s wife, (ii) 108,271 shares owned by trusts for the benefit of Mr. Diker’s children, (iii) 85,454 shares held in accounts for Mr. Diker’s grandchildren over which he exercises investment discretion (including 47,204 shares disclosed in the chart above as beneficially owned by Mark N. Diker), (iv) 29,430 shares held by the DicoGroup, Inc., a corporation of which Mr. Diker serves as Chairman of the Board, (v) 216,621 shares owned by a non-profit corporation of which Mr. Diker and his wife are the principal officers and directors, and (vi) 289,816 shares held in certain other trading accounts over which Mr. Diker exercises investment discretion.


(4)	Includes an aggregate of 47,204 shares owned by a trust for the benefit of his children for which Mr. Diker may be deemed to be the beneficial owner.


(5)	Includes an aggregate of 2,906 shares owned by his wife for which Mr. Nodiff may be deemed to be the beneficial owner.


(6)	Includes those shares set forth in footnotes (3), (4) and (5) above (but without double counting the 47,204 shares beneficially owned by both Charles M. Diker and Mark N. Diker disclosed in footnotes (3) and (4) above).

Beneficial Owners

Based on filings made under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (Exchange Act), as of November 13, ~~2014,~~2017, the only persons known by us to be the beneficial owner of more than 5% of our common stock was as follows:

Name and Address of Beneficial Owners
Number of
Shares Percent of
Class
BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
2,922,154 (1) 7.0 %
Brown Capital Management, LLC
1201 N. Calvert Street
Baltimore, MD 21202

5,920,278
(2)
14.3
%
Charles M. Diker
150 Clove Road
Little Falls, NJ 07424

5,193,622
(3)
12.5
%
Earnest Partners, LLC
1180 Peachtree Street
Suite 2300
Atlanta, GA 30309

2,512,594
(4)
6.1
%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

2,183,969
(5)
5.3
%


Name and Address of Beneficial Owners	Number of Shares		Percent of Class
BlackRock, Inc. 40 East 52nd Street New York, NY 10022		2,922,154	(1)	7.0	%
Brown Capital Management, LLC 1201 N. Calvert Street Baltimore, MD 21202		5,920,278	(2)	14.3	%
Charles M. Diker 150 Clove Road Little Falls, NJ 07424		5,193,622	(3)	12.5	%
Earnest Partners, LLC 1180 Peachtree Street Suite 2300 Atlanta, GA 30309		2,512,594	(4)	6.1	%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		2,183,969	(5)	5.3	%

~~(1)~~: ~~This information is based solely on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 28, 2014.~~



Name	Address	Number of Shares	Percent of Class
BlackRock, Inc.	55 East 52nd Street New York, NY 10055	4,610,150⁽¹⁾	11.0%
Brown Capital Management, LLC	1201 N. Calvert Street Baltimore, MD 21202	4,263,602⁽²⁾	10.2%
Charles M. Diker	150 Clove Road Little Falls, NJ 07424	4,335,086⁽³⁾	10.3%
The Vanguard Group	100 Vanguard Blvd. Malvern, PA 19355	2,934,629⁽⁴⁾	7.0%

________________________


(1)	This information is based solely on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 12, 2017.


(2)	This information is based solely on a Schedule 13G/A filed by Brown Capital Management, LLC with the SEC on February 9, 2017.


(3)	See Footnotes 2 and 3 under table of Director and Officer Owners above.


(4)	This information is based solely on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2017.

~~(2)~~

This information is based solely on a Schedule 13G/A filed by Brown Capital Management, LLC with the SEC on February 13, 2014. Includes beneficial ownership of The Brown Capital Management Small Company Fund.

~~(3)~~

~~See Footnote 3 under Table of Director and Officer Owners above.~~

~~(4)~~

~~This information is based solely on a Schedule 13G/A filed by Ernest Partners, LLC with the SEC on February 14, 2014.~~

~~(5)~~

~~This information is based solely on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 11, 2014.~~

Section 16(a) Beneficial Ownership Reporting Compliance

Federal securities laws require our executive officers and directors and persons owning more than 10% of our common stock to file certain reports on ownership and changes in ownership with the ~~SEC.~~ SEC. Based on a review of our records and other information, we believe that during the fiscal ~~2014,~~year ended July 31, 2017 (fiscal year 2017), our executive officers and directors and all persons holding more than 10% of our common stock timely filed all such Section 16(a) reports except as described herein. ~~Alan J. Hirschfield,~~On June 9, 2017, Brian Capone was appointed Chief Accounting Officer of the Company and the Form 3 that was required to be filed by June 19, 2017, ten days following the appointment, was filed on June 20, 2017. On September 30, 2016, Ann E. Berman sold 1,453 shares of common stock in an open market transaction and was required to file a ~~director, filed a late~~ Form 4 to report such disposition by October 4, 2016, two business days following the sale. The Form 4 was filed on October 24, 2013, to report the exercise of a stock option on October 21, 2013, Ann Berman, a director, filed a late Form 4 on October 8, 2013 to report the sale of shares on October 2, 2013 and Eric W. Nodiff, an officer, filed a late Form 4 on October 7, 2014 to report a gift of shares on November 12, 2013.

5, 2016.

PROPOSAL 1

ELECTION OF DIRECTORS

Our entire Board is elected each year at the Annual Meeting of Stockholders. The Board is currently comprised of ten members. All of the nominees listed below are incumbent directors. The nomination of each nominee to serve for a one-year term was recommended by our Nominating Committee and approved by the Board. The ten nominees include seven independent directors as defined in the NYSE rules and regulations.

A majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the meeting). A majority of the votes cast means that the number of votes cast ~~"for"~~“for” a director nominee must exceed the number of votes cast ~~"against"~~“against” that nominee. Our Corporate Governance Guidelines contain detailed procedures to be followed in the event that one or more directors do not receive a majority of the votes cast. Each nominee elected as a director will continue in office until his or her successor has been elected or appointed and qualified, or until his or her earlier death, resignation or retirement. Each person nominated has agreed to serve if elected.

The persons named as proxies intend to vote the proxies~~FOR~~ “FOR” the election of each of the nominees unless you indicate on the proxy card that your vote should be against or abstain from voting with respect to any of the nominees. If for some reason any director nominee is unable to serve, the persons named as proxies may vote for a substitute nominee recommended by the Board, and unless you indicate otherwise on the proxy card, the proxies will be voted in favor of the remaining nominees.

The following persons have been nominated as directors:

Name and Principal Occupation or Position
Age Has Been a
Director Since
Alan R. Batkin
70 2004
Chairman and CEO of Converse Associates, Inc., a strategic advisory firm. From February 2007 until December 2012, Mr. Batkin served as Vice Chairman of Eton Park Capital Management, L.P., an investment firm. For more than five years prior thereto, Mr. Batkin served as Vice Chairman of Kissinger Associates, Inc., a geopolitical consulting firm that advises multi-national companies. He is also a director of Hasbro, Inc. (NASDAQ), a toy and game company, Omnicom Group, Inc. (NYSE), a global marketing and corporate communications company, and Pattern Energy Group, Inc. (NASDAQ), an independent power company. Mr. Batkin served from 1999 to June 2012 as a director of Overseas Shipholding Group, Inc. (NYSE). We believe that Mr. Batkin's specific banking, consulting and directorial experience described above qualifies him for service on the Board.



Name and Principal Occupation or Position Alan R. Batkin Chairman and Chief Executive Officer (CEO) of Converse Associates, Inc., a strategic advisory firm, since January 2013. From February 2007 until December 2012, Mr. Batkin served as Vice Chairman of Eton Park Capital Management, L.P., an investment firm. For more than five years prior thereto, Mr. Batkin served as Vice Chairman of Kissinger Associates, Inc., a geopolitical consulting firm that advises multi-national companies. He is also a director of Hasbro, Inc. (NASDAQ), a toy and game company, Omnicom Group, Inc. (NYSE), a global marketing and corporate communications company, and Pattern Energy Group, Inc. (NASDAQ), an independent power company. We believe that Mr. Batkin’s specific banking, consulting and directorial experience described above qualifies him for service on the Board.	Age 73	Has Been a Director Since 2004

Name and Principal Occupation or Position
Age Has Been a
Director Since
Ann E. Berman
62 2011
From April 2006 through June 2009, Ms. Berman served as senior advisor to the president of Harvard University. From 2002 through April 2006 she served as Vice President of Finance and Chief Financial Officer of Harvard University. Ms. Berman is a certified public accountant, and is also a director of Loews Corporation (NYSE), a holding company whose subsidiaries include a commercial property-casualty insurer; an offshore drilling company; a natural gas transportation and storage company; and a luxury lodging company; and Eaton Vance Corporation, an investment manager. We believe that Ms. Berman's accounting and financial management expertise and service as an audit committee member and chair of other public companies qualifies her for service on the Board.

Joseph M. Cohen

77
2000
Chairman of JM Cohen & Co., a family investment group, for more than the past five years. Mr. Cohen's career-long experience with matters of business has assisted the Board's consideration of management issues and strategic initiatives, many of which involve complex financial arrangements. This experience qualifies Mr. Cohen to serve on the Board.

Charles M. Diker

79
1985
Chairman of the Board since 1986 and a member of the Office of the Chairman since April 2008. Mr. Diker has served as Chairman and co-founder of Diker Management LLC, a registered investment adviser, for over ten years. He is also a director of Loews Corporation (NYSE), a holding company whose subsidiaries include a commercial property-casualty insurer; an offshore drilling company; a natural gas transportation and storage company; and a luxury lodging company. We believe that Mr. Diker's twenty-nine years of service as Chairman and a director of Cantel, knowledge of the Company's business and his strong strategic vision for the Company qualify him to serve on our Board.

Mark N. Diker

48
2007
CEO and co-founder of Diker Management LLC, a registered investment adviser, for more than the past five years. We believe that Mr. Diker's experience in investment-related matters and ability to assist in the analysis of acquisition targets qualifies him to serve on our Board.



Name and Principal Occupation or Position Ann E. Berman From October 1994 through June 2009, Ms. Berman served in various financial capacities at Harvard University, most recently (commencing April 2006) as senior advisor to the president of Harvard University and prior thereto as Vice President of Finance and Chief Financial Officer (CFO). Ms. Berman is a certified public accountant (CPA), and is also a director of Loews Corporation (NYSE), a holding company whose subsidiaries include a commercial property-casualty insurer; an offshore drilling company; a natural gas transportation and storage company; and a luxury lodging company; and Eaton Vance Corporation, an investment manager. We believe that Ms. Berman’s accounting and financial management expertise and service as an audit committee member and chair of other public companies qualify her for service on the Board.	Age 65	Has Been a Director Since 2011
Charles M. Diker Chairman of the Board since 1986 and a member of the Office of the Chairman since April 2008. Mr. Diker was responsible for the Company’s transitioning into infection prevention. He has also served as Chairman and co-founder of Diker Management LLC, a registered investment advisor, for over ten years. He is also a director of Loews Corporation (NYSE), a holding company whose subsidiaries include a commercial property-casualty insurer; an offshore drilling company; a natural gas transportation and storage company; and a luxury lodging company. We believe that Mr. Diker’s thirty-two years of service as Chairman and a director of Cantel, knowledge of the Company’s business and his strong strategic vision for the Company qualify him to serve on the Board.	82	1985
Mark N. Diker CEO and co-founder of Diker Management LLC, a registered investment adviser, for more than the past five years. We believe that Mr. Diker’s experience in investment-related matters and ability to assist in the analysis of acquisition targets qualify him to serve on the Board.	51	2007
Anthony B. Evnin Partner, Venrock, a venture capital firm, since 1975. Mr. Evnin currently serves on the Board of Directors of Juno Therapeutics, Inc. (NASDAQ), AVEO Pharmaceuticals, Inc. (NASDAQ), and Infinity Pharmaceuticals, Inc. (NASDAQ) as well as on the Board of two private companies. He was formerly a Director of over 35 companies, both public and private, in the life sciences area. He is a Member of the Boards of Overseers and Managers of Memorial Sloan-Kettering Cancer Center, a Trustee of The Jackson Laboratory, a Director of the New York Genome Center, a Member of the Board of Directors of the Albert and Mary Lasker Foundation, a Trustee Emeritus of Princeton University, and a Trustee Emeritus of The Rockefeller University. We believe that Mr. Evnin’s long time experience in the healthcare and life sciences area qualifies him to serve on the Board.	76	2017

Name and Principal Occupation or Position
Age Has Been a
Director Since
George L. Fotiades
61 2008
Operating Partner—Chairman, Healthcare investments at Diamond Castle Holdings, LLC, a private equity firm, since April 2007. For more than five years prior thereto, Mr. Fotiades served as President and COO of Cardinal Health, Inc., a leading provider of healthcare products and services. Previously, he served as President and CEO of Cardinal's Pharmaceutical Technologies and Services segment, which was subsequently acquired by Blackstone and renamed Catalent Pharma Solutions. Mr. Fotiades also served as Catalent's Chairman from 2007 until 2010. He is also a director of Prologis, Inc. (NYSE), a leading owner, operator and developer of industrial real estate, and AptarGroup Inc. (NYSE), a leader in the global dispensing systems industry. Mr. Fotiades has served as Vice Chairman of the Board of Cantel and a non-executive member of the Office of the Chairman since March 2009. Mr. Fotiades' extensive experience in executive management of global operations, strategic planning, and sales and marketing, particularly in the healthcare industry, qualifies him to serve on the Board.

Alan J. Hirschfield

79
1986
Private investor and consultant for more than the past five years. Mr. Hirschfield is also a director of Carmike Cinemas, Inc. (NASDAQ), a national theater chain. From April 2004 until July 2013, he served as a director of Leucadia National Corp. (NYSE), a holding company engaged in various operating and investing activities. Mr. Hirschfield served as Vice Chairman of the Board of Cantel from 1988 until March 2009. He has managerial experience in the media and entertainment sector, as well as in investment banking and real estate. This experience, together with his twenty-eight years of service as a director of Cantel, qualifies him to serve on the Board.

Andrew A. Krakauer

59
2009
CEO of the Company since March 2009 and a member of the Office of the Chairman since April 2008. Mr. Krakauer also served as President from April 2008 until November 2014. From August 2004 through April 2008 he served as Executive Vice President and Chief Operating Officer. For more than five years prior thereto, he served as President of the Ohmeda Medical Division of Instrumentarium / GE Healthcare. Mr. Krakauer's detailed knowledge of the Company's business and operations, his service as a senior executive and his extensive experience as past President of Medivators Inc., past Chief Operating Officer of the Company, and past interim President of the Company's water purification operations qualify him to serve on the Board.



Name and Principal Occupation or Position Laura L. Forese Executive Vice President and Chief Operating Officer (COO) of NewYork-Presbyterian, a comprehensive academic health care delivery system in collaboration with two renowned medical schools, Weill Cornell Medicine and Columbia University College of Physicians & Surgeons. NewYork-Presbyterian includes academic medical centers, regional hospitals, employed and affiliated physician practices and ambulatory and post-acute facilities. Dr. Forese is responsible for all enterprise operations as well as strategy and execution of acquisitions and partnerships. She is also chairwoman of the board of directors of NIH Clinical Center, the nation’s premier hospital devoted to clinical research. Dr. Forese was President of NYP Healthcare System (now subsumed into NewYork-Presbyterian) from 2013 to 2015 and Group SVP and COO NYP/Weill Cornell from 2011 to 2015. Dr. Forese is board certified in orthopedic surgery. We believe that Dr. Forese’s experience as a hospital executive, faculty member and practicing physician in one of the largest health care enterprises in the United States qualifies her to serve on the Board.	Age 56	Has Been a Director Since 2015
George L. Fotiades Partner, Healthcare investments at Diamond Castle Holdings, LLC, a private equity firm, since April 2007 and Operating Partner at Five Arrows Capital Partners (Rothschild Merchant Banking), since April 2017. For more than five years prior thereto, Mr. Fotiades served as President and COO of Cardinal Health, Inc., a leading provider of healthcare products and services. Mr. Fotiades is also a director of Prologis, Inc. (NYSE), a leading owner, operator and developer of industrial real estate, and AptarGroup Inc. (NYSE), a leader in the global dispensing systems industry. He has served as Vice Chairman of the Board of Cantel and a non-executive member of the Office of the Chairman since April 2008. We believe that Mr. Fotiades’ extensive experience in executive management of global operations, strategic planning, and sales and marketing, particularly in the healthcare industry, qualifies him to serve on the Board.	64	2008
Jorgen B. Hansen CEO and member of the Office of the Chairman of the Company since August 2016. Mr. Hansen has also served as President of the Company since November 2014. Prior thereto, from November 2012 to July 2016, he served as COO of the Company, and from November 2012 to November 2014, he served as Executive Vice President of the Company. He also served as President and CEO of Medivators Inc., a subsidiary of the Company from November 2012 to July 2015. Prior to joining the Company, Mr. Hansen had global leadership positions with increasing responsibility within the healthcare and medical devices industry for over fifteen years. Most recently, he was Senior Vice President, Global Marketing, Business Development, Science and Innovation for ConvaTec Corp. We believe that Mr. Hansen’s detailed knowledge of the Company’s business and operations, his current service as President and CEO of the Company, his past service as COO of the Company and CEO of Medivators Inc., and his experience in international healthcare-related markets qualify him to serve on the Board.	50	2016

Name and Principal Occupation or Position
Age Has Been a
Director Since
Peter J. Pronovost, M.D.
49 2010
Sr. Vice President, Patient Safety and Quality, Professor, Johns Hopkins University School of Medicine (Departments of Anesthesiology and Critical Care Medicine), in the Bloomberg School of Public Health (Department of Health Policy and Management) and in the School of Nursing for more than the past five years. In addition, Dr. Pronovost serves as a practicing critical care physician, researcher, lecturer and international patient safety leader. He is also the director of the Armstrong Institute for Patient Safety and Quality and a member of the Institute of Medicine-National Academy of Science. Dr. Pronovost is a lecturer and author in the fields of patient safety, ICU care, quality health care, evidence-based medicine, and the measurement and evaluation of safety efforts. His research is centered on improving the quality of care delivered in the intensive care unit and operating suite and improving patient safety in these and other clinical areas. We believe that Dr. Pronovost's position as a world renowned leader of patient safety and quality qualifies him to serve on the Board.

Bruce Slovin

78
1986
President at 1 Eleven Associates, LLC, a private investment firm, since 1997. Mr. Slovin is also Chairman of MWest Holdings, LLC, a diversified commercial and residential real estate firm since 1991. He serves as director of SIGA Technologies, Inc. (NASDAQ), a company specializing in the development of pharmaceutical agents to fight bio-warfare pathogens. Mr. Slovin's experience in various operating and financial positions as well as his valuable leadership role in creating and presiding over various not-for-profit organizations qualify him to serve on the Board.



Name and Principal Occupation or Position Ronnie Myers Dean of the Touro College of Dental Medicine at New York Medical College since July 2017, previously having served as Senior Associate Dean for Academic and Administrative Affairs since June 2016. From January 2011 to June 2012 and then again from August 2013 to May 2016, Dr. Myers served as Vice Dean for Administration of Columbia University College of Dental Medicine. He served as Interim Dean of Columbia University College of Dental Medicine from July 2012 to July 2013. Dr. Myers maintained a private practice in general dentistry for 36 years and currently delivers lectures on the topic of infection prevention in the field of dentistry. We believe that Dr. Myers’ experience in dentistry and infection prevention, coupled with his practical experience, qualify him to serve on the Board.	Age 65	Has Been a Director Since 2016
Peter J. Pronovost Professor of anesthesiology and critical care medicine, surgery, nursing, health policy and management, engineering, and business at the Johns Hopkins University School of Medicine. He is a practicing critical care physician who is dedicated to finding ways to make hospitals and healthcare safer for patients. In June 2011, he was named director of the new Armstrong Institute for Patient Safety and Quality at Johns Hopkins, as well as Johns Hopkins Medicine’s senior vice president for patient safety and quality. Dr. Pronovost is also a member of the Institute of Medicine-National Academy of Science. In 2008 he was named one of Time magazine’s 100 most influential people in the world for his work in improving healthcare safety. He is a lecturer and author in the fields of patient safety and healthcare management. Additionally, Dr. Pronovost is a researcher centered on improving the quality of care. Previously, from January 2010 to June 2015, Dr. Pronovost served as a director of the Company. We believe that Dr. Pronovost’s position as a world renowned leader of patient safety and quality qualifies him to serve on the Board.	52	2017

The Board recommends that you vote ~~"FOR"~~“FOR” the election of each of the ten nominees.

CORPORATE GOVERNANCE

We seek to follow best practices in corporate governance in a manner that is in the best interests of our business and our stockholders. We are in compliance with the corporate governance requirements imposed by the Sarbanes-Oxley Act, the SEC and the NYSE and will continue to review our policies and practices to meet ongoing developments in this area.

Code of Business Conduct and ~~Ethics~~

Ethics; Executive Compensation Clawback Policy

All of our directors and employees, including our ~~Chief Executive Officer (CEO), Chief Financial Officer (CFO),~~CEO, CFO, all other senior financial officers and all other executive officers, are required to comply with our Code of Business Conduct and Ethics. You can access our Code of Business Conduct and Ethics by clicking on the ~~"Corporate Governance"~~“Corporate Governance” link in the ~~"Investor Relations"~~“Investor Relations” section of our website at www.cantelmedical.com. The Code of Business Conduct and Ethics is also available without charge in print to any requesting stockholder. We post amendments to, and waivers of, our Code of Business Conduct and Ethics, as applicable, on our website.

We have an Executive Compensation Clawback Policy under which a designated officer of the Company, if found to have engaged in misconduct causing a restatement of financial statements, could have a portion of his or her compensation recovered by the Company to the extent of the benefit received by such officer based on the financial statements that were restated. You can access our Executive Compensation Clawback Policy by clicking on the “Corporate Governance” link in the “Investor Relations” section of our website at www.cantelmedical.com.

Corporate Governance Guidelines

Our Corporate Governance Guidelines reflect the principles by which we operate. From time to time, the Nominating Committee and the Board review and revise our Corporate Governance Guidelines in response to regulatory requirements and evolving best practices. You can access our Corporate Governance Guidelines by clicking on the ~~"Corporate Governance"~~“Corporate Governance” link

in the ~~"Investor Relations"~~“Investor Relations” section of our website at www.cantelmedical.com. The Corporate Governance Guidelines are also available without charge in print to any requesting stockholder.

Certain Relationships and Related ~~Persons~~Person Transactions

Our Corporate Governance Guidelines address, among other things, the consideration and approval of any related person transactions. Under these Governance Guidelines, any related person transaction that would require disclosure by us under Item 404(a) of Regulation S-K of the rules and regulations of the SEC, including those with respect to a director, a nominee for director or an executive officer, must be reviewed and approved or ratified by the Nominating Committee, excluding any director(s) interested in such transaction. Any such related person transactions will only be approved or ratified if the Nominating Committee determines that such transaction will not impair the involved person(s)'’ service to, and exercise of judgment on behalf of, the Company, or otherwise create a conflict of interest that would be detrimental to the Company.

Mark N. Diker, our ~~Chairman's~~Chairman’s son, has served as a director of Cantel since October 18, 2007. Because of such family relationship, he is not treated as an independent director. During fiscal ~~2014,~~year 2017, Mr. Mark ~~Diker's~~Diker’s total compensation was approximately ~~$37,500~~[$45,000] and he was awarded ~~1,453 restricted shares~~ 875 RSAs under the ~~2006~~2016 Equity ~~Incentive~~ Plan in connection with his directorship at Cantel.

Other than compensation paid to our executive officers and directors and disclosed in this Proxy Statement or otherwise approved by our Compensation Committee or Board, we did not engage in any related person transactions in fiscal ~~2014.~~

year 2017.

BOARD ~~BOARD MATTERS;~~MATTERS; COMMITTEES

Board Meetings and Attendance of Directors

The Board held five meetings, four regular meetings and one special meeting, during ~~the~~ fiscal year ~~ended July 31, 2014.~~2017. During fiscal ~~2014,~~year 2017, each of the directors attended 75% or more of the combined total meetings of the Board and the respective committees on which he or she served. Directors are required to make every reasonable effort to attend the Annual Meeting of Stockholders. ~~Nine~~Eight of ~~the ten~~ nine individuals then serving as members of the Board attended our last Annual Meeting of Stockholders.

Director Independence

In determining independence pursuant to NYSE standards, each year the Board affirmatively determines whether directors have a direct or indirect material relationship with the Company that may interfere with their ability to exercise their independence from the Company. When assessing the materiality of a ~~director's~~director’s relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the ~~director's~~director’s standpoint, but from that of the persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. The Board has affirmatively determined that the following seven directors have no material relationship with us and are independent within the meaning of Rule 10A-3 of the Exchange Act and within the NYSE definition of "independence": Alan R. Batkin, Ann E. Berman, ~~Joseph M. Cohen,~~Anthony B. Evnin, Laura L. Forese, George L. Fotiades, ~~Alan J. Hirschfield,~~Ronnie Myers and Peter J. ~~Pronovost, M.D., and Bruce Slovin.~~Pronovost. Our Board has also concluded that none of these directors possessed the objective relationships set forth in the NYSE listing standards

that prevent independence. None of our independent directors has any relationship with the Company other than his or her service as a director and on committees of the Board. Independent directors receive no compensation from us for service on the Board or the Committees other than ~~directors'~~directors’ fees and equity grants under our ~~2006~~2016 Equity ~~Incentive~~ Plan.

Executive Sessions; Presiding Director

As required by the NYSE listing standards, our non-management directors meet in executive sessions at which only non-management directors are present on a periodic basis, generally following meetings of the full board of directors. Meetings of non-management directors are generally followed by meetings of the independent directors. Mr. Batkin serves as the presiding independent director (Presiding Director) and is the chairperson for all non-management and independent director meetings. He has been selected by our non-management directors to serve in such position each year since December 2004.

In addition, Mr. Fotiades, in his capacity as Vice Chairman of the Board, performs certain responsibilities sometimes attributable to a presiding or lead director, particularly with respect to helping build and maintain a productive relationship between the Chairman and the CEO as well as the Board and the CEO.

Communications with Directors; Hotline

You may contact the entire Board, any Committee, the Presiding Director or any other non-management directors as a group or any individual director by visiting www.cantelmedical.alertline.com, or by calling our toll-free Hotline at 1-800-826-6762 (for calls originated within the United States or Canada). For calls originated outside the United States and Canada, the toll-free Hotline number is 1-800-714-4152; please visit our website identified below or the AT&T website http://www.business.att.com/bt/access.jsp for international access codes required for calls originated outside the United States and Canada. An outside vendor collects all reports or complaints and delivers them to our General Counsel and Chief Compliance Officer, who, in appropriate cases, forwards them to the Audit Committee and/or the appropriate director or group of directors or member of management. You are also welcome to communicate directly with the Board at the meeting. Additional information regarding the Hotline can be found by clicking on the ~~"Corporate Governance"~~“Corporate Governance” link in the ~~"Investor Relations"~~“Investor Relations” section of our website at www.cantelmedical.com.

Committees

The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating Committee. All members of the Audit Committee, the Compensation Committee, and the Nominating Committee are independent directors within the definition in the NYSE listing standards and Rule 10A-3 of the Exchange Act. Each of the Committees has the authority to retain independent advisors and consultants, with all fees and expenses to be paid by us. The Board-approved charters of each of the Committees can be found by clicking on the ~~"Corporate Governance"~~“Corporate Governance” link in the ~~"Investor Relations"~~“Investor Relations” section of our website at www.cantelmedical.com or (free of charge) by sending a written request to Cantel Medical Corp., 150 Clove Road, Little Falls, NJ 07424, Attn: Secretary.

Audit Committee.The Audit Committee is composed of Ms. Berman (Chair) and Messrs. Batkin and ~~Slovin.~~Fotiades. All of the Audit Committee members are financially literate, and at least one member has accounting and financial management expertise. The Board has determined that Ms. Berman qualifies as an ~~"audit~~“audit committee financial ~~expert"~~expert” for purposes of the federal securities laws. Ms. Berman developed such qualifications through her skills as a CPA and her service as a Vice President of Finance and ~~Chief Financial Officer~~CFO of Harvard University.

The Audit Committee performs the following functions: (1) assisting the Board in fulfilling its oversight responsibilities with respect to (a) the integrity of our financial statements, (b) our compliance with legal and regulatory requirements, (c) the independent registered public accounting ~~firm's~~firm’s qualifications and independence, and (d) the performance of our internal audit function and

independent registered public accounting firm and (2) preparing a report in accordance with the rules of the SEC to be included in our annual proxy statement.

The Audit Committee held ~~five~~eight meetings during fiscal ~~2014,~~year 2017, of which four were meetings held prior to the filing of our Quarterly Reports on Form 10-Q or Annual Report on Form 10-K for the primary purpose of reviewing such reports and the quarterly financial closing process.

Compensation Committee.The Compensation Committee is composed of ~~Messrs. Hirschfield (Chairman), Cohen~~Mr. Batkin (Chair) and ~~Batkin.~~Drs. Myers and Forese. If Dr. Pronovost is elected at the meeting he will be appointed to the Compensation Committee in place of Dr. Myers. The Compensation Committee performs the following functions: (1) discharging the Board's responsibilities relating to compensation of our executive officers; (2) producing an annual report on executive compensation for inclusion in our proxy statement in accordance with applicable rules and regulations; and (3) administering our equity incentive plans in accordance with the terms of such plans. The Compensation Committee held ~~three~~four meetings during fiscal ~~2014.~~year 2017. In discharging its responsibilities, the Compensation Committee, among other things, evaluates the ~~CEO's~~CEO’s performance and determines and approves the ~~CEO's~~CEO’s compensation level based on such evaluation. The Compensation Committee also determines and approves the compensation of other executive officers. The CEO makes recommendations to the Compensation Committee regarding the amount and form of his compensation and the compensation of our other executive officers.

~~During fiscal 2014,~~

As described further in “Compensation Discussion and Analysis” below, the Compensation Committee retained Frederic W. Cook & Co. (FW Cook), an independent ~~consulting firm, The Kinsley Group,~~compensation consultant to ~~compile data regarding the~~provide advice with respect to executive compensation ~~of chief executive officers of a group of companies based on parameters developed by the Compensation Committee. The Kinsley Group did not~~for fiscal years 2017 and 2018. FW Cook’s primary responsibility was to review our existing annual and long-term incentive plan designs and provide ~~any~~ advice to ~~us or other services to us in fiscal 2014. For a discussion regarding the companies selected by~~ the Compensation Committee ~~see~~on refinements and modifications to the ~~"Compensation Discussion and Analysis" section~~plans in ~~this Proxy Statement. Except as described above, neither our management nor the Compensation Committee retained any compensation consultants in~~preparation for fiscal ~~2014.~~

year 2017.

Compensation Committee Interlocks and Insider ~~Participation.~~Participation. None of the directors who served on the Compensation Committee during fiscal ~~2014~~year 2017 is or has been an officer or employee of the Company or had any relationship that is required to be disclosed as a transaction with a related person. During ~~the~~ fiscal year ~~ended July 31, 2014,~~2017, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our Board or our Compensation Committee.

Nominating Committee.The Nominating Committee is composed of Mr. Fotiades (Chairman), ~~Dr. Pronovost~~ and ~~Mr. Cohen.~~Drs. Forese and Myers. The Nominating Committee performs the following functions: (1) identifying individuals qualified to become Board members, consistent with criteria approved by the Board and recommending that the Board select the director nominees for the next Annual Meeting of Stockholders; (2) developing and recommending to the Board the Corporate Governance Guidelines; (3) overseeing evaluation of the Board and management and (4) reviewing and assessing the compensation paid to members of the Board and its committees. The Nominating Committee held ~~one meeting~~three meetings during fiscal ~~2014.~~year 2017.

Board Leadership Structure

The CEO and Chairman roles at Cantel are separated between ~~Andrew A. Krakauer~~Jorgen B. Hansen (who assumed the CEO role on August 1, 2016) and Charles M. Diker, respectively, in recognition of their differing responsibilities. The CEO is responsible for leading the ~~organization's~~organization’s day-to-day performance, executing the ~~Company's~~Company’s strategies and ensuring the success of our acquisition program. The Chairman is responsible for advising the CEO, collaborating on acquisitions, and presiding over meetings of the Board. In addition, the Chairman ~~is principally responsible~~and the CEO have principal responsibility for setting the strategic direction of the ~~Company with assistance from the CEO.~~Company. Although we do not have a formal policy regarding whether the offices of Chairman and CEO should be separate, our Board believes that the existing leadership structure, with the separation of the

Chairman of the Board and CEO roles, enhances the accountability of the CEO to the Board and strengthens the ~~Board's~~Board’s independence from management. In addition, the Board believes that having a separate Chairman creates an environment that is more conducive to the objective evaluation and oversight of ~~management's~~management’s performance, increasing management accountability, and improving the ability of the Board to monitor whether ~~management's~~management’s actions are in the best interests of the Company and our stockholders.

Board Role in Risk Oversight

The Board, through its Audit Committee, is responsible for oversight of the ~~Company's~~Company’s management of enterprise risks. ~~Cantel's~~Cantel’s senior management is responsible for the ~~Company's~~Company’s risk management process and the day-to-day supervision and mitigation of enterprise risks. Management of the Company advises the Audit Committee and Board on areas of material Company risk, including strategic, operational, financial, legal and regulatory risks. We do not believe our ~~Board's~~Board’s oversight of risk influences our leadership structure, though we believe our leadership structure helps mitigate risk by separating oversight of our day-to-day business from the oversight of our Board.

Selection of Nominees for Election to the Board

The Nominating Committee has established a process for identifying and evaluating nominees for director. Although the Nominating Committee will consider nominees recommended by stockholders, the Nominating Committee believes that the process it utilizes to identify and evaluate nominees for director is designed to produce nominees that possess the educational, professional, business and personal attributes that are best suited to further our purposes. Any interested person may recommend a nominee by submitting the nomination, together with appropriate biographical information, to the Nominating Committee, c/o Cantel Medical Corp., 150 Clove Road, Little Falls, NJ 07424, Attn: Secretary. All recommended candidates will be considered using the criteria set forth in our Corporate Governance Guidelines.

The Nominating Committee will consider, among other things, the following factors to evaluate recommended nominees: the Board's current composition, including expertise, diversity, balance of management and non-management directors, independence and other qualifications required or recommended by applicable laws, rules and regulations (including NYSE requirements) and company policies or procedures. Although the Board considers diversity as a factor to be considered in identifying and evaluating nominees, it does not have any formal policy with respect to diversity. The Nominating Committee will also consider the general qualifications of potential nominees, including, but not limited to personal integrity; concern for ~~Cantel's~~Cantel’s success and welfare; experience at strategy/policy setting level; high-level leadership experience in business or administrative activity; breadth of knowledge about issues affecting Cantel; an ability to work effectively with others; sufficient time to devote to the Company; and freedom from conflicts of interests.

EXECUTIVE OFFICERS OF CANTEL



	Name				Age	Position
Charles M. Diker	82		79		Chairman of the Board and member of Office of the Chairman
~~Andrew A. Krakauer~~ Jorgen B. Hansen	50		59		President, CEO and member of Office of the Chairman
~~Jorgen B. Hansen~~		Peter G. Clifford	47		Executive Vice President, ~~COO~~General Counsel, Secretary and member of Office of the Chairman
Eric W. Nodiff			57	60	Executive Vice President, ~~General Counsel~~CFO and ~~Secretary~~member of Office of the Chairman
~~Craig A. Sheldon~~ Seth M. Yellin			52	43	Executive Vice President, ~~Chief Financial Officer~~Strategy and ~~Treasurer~~
~~Seth M. Yellin~~			40		~~Senior Vice President—~~Corporate Development and member of Office of the Chairman
~~Steven C. Anaya~~ Dottie Donnelly-Brienza			44	56	Senior Vice President and Chief ~~Accounting~~Human Resources Officer
Lawrence Conway	54	Senior Vice President - Business Systems and Procurement

Set forth below is certain biographical information concerning our current executive officers who are not also directors:

Mr. ~~Hansen~~Clifford has served as Executive Vice President and ~~COO~~CFO of the Company ~~and as President of the Medivators Inc. subsidiary from November 2012 until his recent promotion~~since March 2015. Prior to ~~President and COO of~~joining the Company, Mr. Clifford served in ~~November 2014. He remains President of Medivators Inc. He has been in global leadership~~various financial positions with increasing responsibility ~~within the healthcare and medical devices industry~~ for over ~~fifteen~~twenty years. ~~Most recently,~~For more than five years prior to joining the Company, he was Senior Vice President, Global Marketing, Business Development, Science and Innovation for ConvaTec Corp. Prior to that, he held leadership roles in Asia and Europe ranging from General Manager, Division head and SeniorGroup Vice President of ~~Global~~ Operations Finance and Information Technology for ~~Coloplast A/S.~~

IDEX Corporation.

Mr. Nodiff has served as ~~our Senior Vice President and General Counsel from January 2005 until his recent promotion to~~ Executive Vice President and General Counsel insince November 2014. ~~Mr. Nodiff~~Prior thereto, from January 2005 through November 2014, he served as Senior Vice President and General Counsel. He has also served as Secretary since January 2009.

Mr. ~~Sheldon, who~~Yellin has ~~been employed by us in various executive capacities since November 1994,~~ served as ~~our~~Executive Vice President, Strategy and Corporate Development of the Company since September 2016. Prior thereto, from March 2013 to September 2016, he served as Senior Vice President – Corporate Development, and ~~Chief Financial Officer~~ from ~~November 2002 until his recent promotion to Executive~~April 2012 through March 2013, he served as Vice President and Chief Financial Officer in November 2014. Since March 2008, Mr. Sheldon has also served as Treasurer. Mr. Sheldon is a certified public accountant (CPA) and a chartered global management accountant (CGMA). Mr. Sheldon has advised Cantel that he intends to retire from the Company in January 2015 (or sometime within 6 months thereafter if requested by the Company to remain until a successor CFO is hired).

~~Mr. Yellin commenced employment with the Company in April 2012 and serves as Senior Vice President—~~– Corporate Development. From January 2011 through January 2012, Mr. Yellin was an analyst in the Medical Devices & Life Science Tools segment of Citadel Asset ~~Management and from May 2009 through January 2011 he~~Management.

Ms. Donnelly-Brienza has served as ~~Managing Director, Senior Health Care Analyst at Millennium Partners. For more than four years prior thereto, he served as Vice President, US Event-Driven Portfolio of Brencourt Advisors LLC.~~

~~Mr. Anaya, who has been employed by us in various capacities since March 2002, served as our Vice President since November 2003 and Controller from November 2002 until his recent promotion to~~ Senior Vice President and Chief ~~Accounting~~Human Resources Officer of the Company since January 2017. Prior to joining the Company, she served as the Head of Organizational Performance at Bristol-Myers Squibb from October 2014 until January 2017. From April 2012 to October 2014, Ms. Donnelly-Brienza served in various positions at Merck including Head of Global Talent Management and Chief Diversity Officer. Earlier in her career, Ms. Donnelly-Brienza had almost 20 years at Johnson and Johnson in a variety of executive roles including Worldwide Vice President Human Resources at Ethicon, Inc.

Mr. Conway was appointed Senior Vice President - Business Systems and Procurement of the Company in November ~~2014.~~2017, having served as Vice President - Business Systems and Procurement since September 2013 and as an independent consultant of the Company since May 2013. For more than 10 years prior to joining, Mr. ~~Anaya is a certified public accountant (CPA)~~Conway served in various management positions at Convatec, most recently as Vice President and ~~a chartered global management accountant (CGMA).~~

General Manager Ostomy Care.

COMPENSATION DISCUSSION AND ANALYSIS

~~The~~

Executive Summary

This Compensation ~~Committee~~Discussion and Analysis (CD&A) describes our executive compensation philosophy and program, the compensation decisions made under this program and the specific factors we considered in making those decisions. This CD&A focuses on the compensation of our ~~Board discharges certain responsibilities of the Board with respect to compensation of the Company's executive officers, which,~~“Named Executive Officers” (NEOs) for ~~the~~ fiscal year ~~ended July 31, 2014, included our~~2017, who were:

Charles M. Diker - Chairman of the Board ~~and member of Office of the Chairman, Charles M. Diker; Chief Executive Officer (CEO) and member of Office of the Chairman, Andrew A. Krakauer;~~

Jorgen B. Hansen - President and ~~Chief Operating Officer~~CEO

Peter G. Clifford - Executive Vice President and ~~member of Office of the Chairman, Jorgen B. Hansen;~~CFO

Eric W. Nodiff - Executive Vice President, General Counsel and Secretary ~~Eric W. Nodiff; and~~

Seth M. Yellin - Executive Vice President, ~~Chief Financial Officer (CFO)~~Strategy and ~~Treasurer, Craig A. Sheldon (collectively, the Named Executive Officers or NEOs).~~

~~Objectives of Compensation Programs~~

~~The primary objectives~~Corporate Development

All of the ~~Company's compensation program are to:~~

•: ~~Closely align the interests~~NEOs served as members of the ~~executive officers with those~~Office of the ~~stockholders,~~Chairman through July 31, 2017.


Ø	Fiscal Year 2017 Performance Highlights

Fiscal year 2017 was a very successful year for the Company as we significantly improved every key financial performance metric. We delivered record top and bottom line performance and improved cash flows, while investing strategically in the business and closing three acquisitions. Performance highlights included the following:

Net sales increased by 15.9% to a record $770.2 million from $664.8 million.

Net income under generally accepted accounting principles (GAAP) increased by 19.1% to $71.4 million from $60.0 million.

Diluted EPS increased by 18.9% to $1.71 from $1.44.

Non-GAAP diluted EPS increased by 18.7% to $2.08 from $1.75.

•

~~Offer~~


Ø	How Pay Was Tied to the Company’s Performance in Fiscal Year 2017

Historically, our annual cash incentive awards have been the only form of executive compensation ~~opportunities~~directly tied to performance. As discussed below, payments of cash incentive awards are tied to our non-GAAP EPS. Commencing with fiscal year 2017, we granted performance-based equity grants (in addition to strictly time-based equity grants). Our fiscal year 2017 results and compensation decisions illustrate that ~~attract and retain talented executive officers, motivate such officers to perform at their highest level and reward their achievements.~~

The abilities and performance of the Company's executives are critical to the Company's long-term success, and the objectives of the compensation program are designed to complement each other by balancing the Company's interest in achieving both its short-term and long-term goals. Base salary andour pay-for-performance philosophy works as intended, with incentive-based cash bonuses ~~are paid to reward performance and the achievement of short-term objectives~~ and equity awards ~~are used~~being driven by performance. In alignment with our pay-for-performance philosophy, the incentive payout for each of our NEOs was above target for both annual cash bonuses and sales-based performance equity awards due to ~~align~~ the ~~executives' interests with~~Company’s strong non-GAAP EPS and net sales for fiscal year 2017 compared to the ~~long-term success~~targets established at the beginning of the ~~Company.~~

fiscal year.


Ø	Compensation Philosophy and Objectives

The approach to our compensation is designed to accomplish the following objectives:


●	Pay-for-Performance. To reward performance that drives the achievement of the Company’s short- and long-term goals and, ultimately, stockholder value. Our pay-for-performance orientation increased in fiscal year 2017.

●

Align Management and Stockholder Interests. To align the interests of our executive officers with our stockholders by using long-term, equity-based incentives, maintaining stock ownership and retention guidelines that encourage a culture of ownership, and rewarding executive officers for sustained and superior Company performance as measured by operating results and relative total stockholder return (TSR).


●	Attract, Retain, and Motivate Talented Executives. To compete and provide incentives for talented, high-performing executives.


●	Address Risk-Management Considerations. To motivate our executives to pursue objectives that create long-term stockholder value and discourage behavior that could lead to unnecessary or excessive risk-taking inconsistent with our strategic and financial objectives, by providing a certain amount of fixed pay and balancing our executives’ at-risk pay

between short-term (one-year) and long-term (three-year) performance horizons, using a variety of financial and other performance metrics.

●

Support Financial Efficiency. To help ensure that payouts under our cash-based and equity-based incentive awards are appropriately supported by performance and to allow the Compensation Committee to design these awards in a way that is intended to be treated as performance-based compensation that is tax deductible by the Company under Section 162(m) (Section 162(m)) of the Internal Revenue Code of 1986, as amended (the Code), as appropriate.

What the ~~Company's~~Company’s Compensation Program is Designed to Reward

The ~~Company's~~Company’s business plan emphasizes growth through the expansion of existing operations ~~and~~(i.e., organic growth), the addition of new businesses and products through acquisitions, and product development. This strategy is advanced by identifying and acquiring businesses; effectively integrating acquired operations, personnel, products and technologies into the organization; retaining and motivating key personnel throughout the Company; attracting and retaining customers; and encouraging new product development. In addition, the Company relies on its executives to sustain and efficiently manage current businesses while adapting and growing its business segments in response to the ever-changing competitive landscape, and, in general, to maximize stockholder value. The compensation program is designed to reward the NEOs for successfully managing these tasks, increasing earnings of the Company, and creating stockholder value.

The abilities and performance of the Company’s executives are critical to the Company’s long-term success, and the objectives of the compensation program are designed to complement each other by balancing the Company’s interest in achieving both its short-term and long-term goals. Base salary and incentive-based cash bonuses are paid to reward performance and the achievement of short-term objectives and equity awards are used to align the executives’ interests with the long-term success of the Company and to attract and retain executives.

Responsibilities in Setting Executive Compensation

The Compensation Committee has responsibility for determining executive compensation. The Compensation Committee is made up entirely of independent directors as defined by our Governance Guidelines and NYSE listing standards. It regularly reviews the design and implementation of our executive compensation program and reports on its discussions and actions to the Board. In particular, the Compensation Committee (i) oversees our executive compensation program, (ii) approves the performance goals for our NEOs, evaluates results against those targets each year, and determines and approves the compensation of our CEO and our other NEOs, as well as any other executive officers of the Company and division and regional presidents, and (iii) makes recommendations to the Board with respect to the structure of overall incentive and equity-based plans. The Compensation Committee makes its determinations regarding executive compensation after consulting with the Chairman and the CEO and, if retained, the Compensation Committee’s independent compensation consultant (as further described below). Its decisions are based on a variety of factors, including the Company’s performance, individual executives’ performance, and input and recommendations from the Chairman and the CEO. Individual performance is evaluated primarily based on the consolidated performance of the Company, and, in the case of division and regional presidents, on the business or operations for which the executive is responsible, the individual’s skill set relative to industry peers, overall experience and time in the position, the critical nature of the individual’s role, difficulty of replacement, expected future contributions, readiness for promotion to a higher level, role relative to that of other executive officers, and, in the case of externally recruited NEOs, compensation earned with a prior employer. NEOs do not have a role in the determination of their own compensation, but the Chairman of the Board and the CEO do discuss their compensation with the Compensation Committee. Following the Compensation Committee’s determination of the Chairman’s annual equity award and other compensation, the Board is requested to consider and ratify such compensation. The Compensation Committee currently consists of Mr. Batkin (Chairman) and Drs. Forese and Myers.

Role of ~~Peer Group CEO~~ Compensation Data

and Independent Consulting Firm

The Compensation Committee retained FW Cook as an independent compensation consultant to provide advice with respect to executive compensation for fiscal year 2017. With respect to the compensation of our ~~CEO's compensation~~CEO and other senior executives in fiscal ~~2014,~~year 2017, in order to obtain a general understanding of current trends in compensation practices and ranges of amounts being awarded by other public companies to their ~~chief~~ executive officers, ~~the CEO~~FW Cook provided the Compensation Committee with a list of peer group companies to the Company that are public companies engaged in our industry, in related industries, or that possess size or other characteristics which are similar to ~~ours. The Compensation Committee then provided this list to an independent consulting firm, The Kinsley Group, and such~~ours, as well as compensation data of the peer group companies. While the consulting firm provided the Compensation Committee with data requested by the Compensation Committee about the compensation paid by these companies to their chief executive officers. While the consulting firm assisted the Compensation Committee in compilingpeer group and ~~interpreting~~ such data, it did not otherwise provide advice to the Compensation Committee regarding compensation decisions. ~~The Kinsley Group has not provided any services~~Prior to ~~management. Further,~~FW Cook providing the recommended peer group list and compensation data, the

Company had announced a succession plan under which the then-current CEO would be retiring and a new CEO (Mr. Hansen) would be appointed upon the commencement of fiscal year 2017, and the compensation of the new CEO had already been negotiated and finalized. As such, the Compensation Committee ~~has reviewed the nature~~did not utilize any specific survey data or benchmarking with respect to fiscal year 2017 compensation of the ~~relationship with The Kinsley Group~~CEO or any of the other NEOs, though it has in the past and ~~did not believe there were any conflicts of~~

~~interest that impacted~~may do so in the ~~data provided to~~future. Instead, the Compensation ~~Committee.~~ Committee relied on its own analyses and processes described herein in setting fiscal year 2017 compensation for the NEOs.

The companies in the peer group consisted of: ~~AngioDynamics,~~Analogic Corporation, CONMED Corporation, Globus Medical, Inc., Integer Holdings Corporation (f/k/a Greatbatch, Inc.), Haemonetics Corporation, HeartWare International, Inc., ICU Medical, Inc., Integra LifeSciences Corporation, Masimo Corporation, ~~Medical Action Industries Inc.,~~ Merit Medical Systems Inc., Natus Medical Inc., NuVasive, Inc., ~~Volcano Corporation~~NxStage Medical, Inc. and Wright Medical Group, Inc.

The Compensation Committee used the peer group data principally to obtain a general understanding of median base salary, bonus and severance levels paid to chief executive officers in the healthcare industry and to determine where compensation levels of the ~~Company's~~Company’s CEO and other executives fell relative to median compensation levels of comparable industry executives. The data showed that the combined base salaries and short-term cash incentives were mixed relative to the medians in the comparative ~~groups.~~group. However, the Compensation Committee did not utilize the data for benchmarking to specific market percentiles or modify any salaries, incentives or benefits of the CEO based on the data in the survey. ~~The Committee took this data into account, as reference points to be considered in determining if its current levels and mix of compensation for the CEO were reasonable for the Company.~~

~~The Compensation Committee did not utilize any specific survey data or benchmarking~~

FW Cook’s primary responsibility with respect to fiscal ~~2014 compensation of any of the other NEOs. Instead, the Committee relied on its own analyses~~year 2017 was to review our existing annual and ~~processes described herein in setting fiscal 2014 compensation for the NEOs.~~

~~For fiscal 2015,~~long-term incentive plan designs and provide advice to the Compensation Committee ~~has not yet retained The Kinsley Group or any other independent consulting firm~~on refinements and modifications to ~~provide advice with respect to~~the plans in preparation for fiscal year 2017, as well as advise the Compensation Committee generally on market trends in incentive plan design, risk and reward structure of executive compensation ~~for~~plans. For fiscal ~~2015.~~

year 2018, FW Cook also assisted in the evaluation and implementation of changes to the Company’s long term incentive plans and programs thereunder, including a change in fiscal year 2018 from granting RSAs to RSUs.

The Compensation Committee has assessed the independence of FW Cook pursuant to the NYSE listing standards and SEC rules and is not aware of any conflict of interest that would prevent FW Cook from providing independent advice to the Committee concerning executive compensation matters.

Elements of the Compensation Program; Why the Compensation Committee Chose Each Element and How itEach Relates to the ~~Company's~~Company’s Objectives

The two principal elements comprising executive compensation are cash and equity awards. The cash element is divided into base salary and annual cash ~~incentives under the Company's Annual Incentive Compensation Plan, which constitutes the short term incentive compensation plan (STIP) and the~~incentives. The equity element ~~consists~~historically consisted of ~~stock options and restricted stock awards~~RSAs (subject to a risk of forfeiture) and, to a limited extent, stock options, under the ~~Company's Long Term Incentive Compensation~~Company’s 2006 Plan ~~(LTIP).~~or 2016 Equity Plan. These elements ~~complement~~complemented each other and ~~give~~gave the Compensation Committee flexibility to create compensation packages that ~~provide~~provided short and long-term incentives in line with the ~~Company's~~Company’s approach to compensation. Such approach iswas designed to provide the executive sufficient cash to be competitive with other employment opportunities, while at the same time providing the executive with an incentive to build stockholder value by aligning the ~~executive's~~executive’s interests with those of our stockholders.

Prior to the fiscal year ended July 31, 2016 (fiscal year 2016), cash awards and equity awards were granted each October following the end of the fiscal year based on targets established at the beginning of the fiscal year (as described below). However, the Compensation Committee decided that commencing with fiscal year 2017, equity awards would be granted at the beginning of the fiscal year and would include (for the first time) performance-based equity grants, as described below, in addition to strictly time-based equity grants. Therefore, the equity grants made to executives at the beginning of fiscal year 2017 (in October 2016) were attributable to fiscal year 2017. The equity grants were in the form of time-based and performance-based RSAs, described below. Commencing in fiscal year 2018, equity grants were in the form of time-based and performance-based RSUs.

Cash

Base salary is the primary fixed element of the ~~Company's~~Company’s compensation program and is used to attract and retain, as well as motivate and reward, executive officers. In determining the base salary of NEOs, the Compensation Committee considers the experience, skills, knowledge and responsibilities required of the executive officer in his role, specifically, the functional role of the position, the level of the individual's responsibility, the ability to replace the individual, and if applicable, the base salary of the individual at his prior employment.

Short-term incentive compensation is an opportunity for executives to receive cash bonuses based on the ~~Company's~~Company’s (or its ~~divisions'~~divisions’) annual financial performance. The short-term incentive compensation is intended to reward performance for the most recently completed fiscal year when financial objectives are achieved and motivate and retain qualified individuals who have the opportunity to influence future results, advance business objectives, and enhance stockholder value. Likewise, this element of compensation is designed to provide a reduced award or no award when financial objectives are not achieved. ~~Under the STIP, target~~Target amounts for the annual bonus opportunity are ~~required to be~~historically established within 75 days after the commencement of the fiscal year and are based on achievement of ~~one or more metrics described~~a financial metric, which in ~~the STIP.~~fiscal year 2017 was non-GAAP EPS. The exact annual ~~metrics~~metric and targets ~~to be used under the STIP~~ are determined and approved by the Compensation Committee each year. ~~In addition, under the STIP, the~~

~~Compensation Committee has the flexibility~~For fiscal year 2017, to ~~award additional discretionary bonuses to recognize and reward performance~~ensure deductibility of executive compensation in excess of ~~measurable performance objectives.~~

~~Although Mr. Diker does not participate in the STIP, during fiscal 2014~~one million dollars under Section 162(m), the Compensation Committee ~~made~~approved a compensation program with established award targets and performance targets.

The Compensation Committee awarded Mr. C. Diker ~~eligible to receive~~ a ~~separate target~~discretionary cash bonus of ~~$75,000 (for~~$150,000 for fiscal year 2017 as a result of the ~~last six months of fiscal 2014) plus a discretionary bonus determined by the Compensation Committee. Both the target bonus and discretionary bonus were based on the same~~ Company achieving annual financial performance ~~objectives~~targets imposed on executives ~~under the STIP~~ for fiscal ~~2014. The Committee decided to provide bonus eligibility to Mr. Diker to reward him on the same basis as other executives when financial objectives~~year 2016. This award was ratified by unanimous vote of the ~~Company are achieved. Although Mr. Diker received his target bonus, he waived his entitlement to~~independent members of the ~~discretionary bonus.~~

Board.

For fiscal ~~2014,~~year 2017, the Compensation Committee established a target level, as a percentage of base salary, for each member of senior management (exclusive of Mr. C. Diker) for purposes of determining cash ~~bonuses under~~bonuses. Mr. C. Diker is excluded because the ~~STIP.~~Compensation Committee determines his annual bonus on a discretionary basis. Achievement of the target levels was based on attainment of the ~~Company's~~Company’s fiscal ~~2014~~year 2017 targeted diluted ~~earnings per share (EPS)~~non-GAAP EPS and, in the case of division ~~CEOs,~~and regional Presidents, budgeted operating income for the applicable ~~division. Factors~~division, subject to achieving a minimum gross margin requirement. Additional factors included in the process of determining senior management target levels, as well as discretionary additional bonuses, were business performance, scope of responsibilities and accountability, competitive and other industry compensation data, special circumstances and expertise, individual performance, comparison with compensation of our other senior managers and recommendations of the ~~Chairman of the Board and the~~ CEO.

Equity

The primary purpose of ~~the LTIP~~equity grants is to contribute to the motivation of key employees in accomplishing the ~~Company's~~Company’s long-term ~~strategic and stockholder value goals. Through equity awards, the LTIP is designed to communicate and reinforce~~ strategic, operational and financial objectives ~~linked to creating~~as well as stockholder value provide a competitive incentive for achievement of long-term corporate stockholder value goals and establish an objective basis for determining annual long-term incentive awards for eligible participants.

goals. Equity awards (which may consist of ~~restricted stock,~~RSAs, RSUs, stock options, stock appreciation rights or performance awards) are granted ~~under the LTIP~~ to NEOs under our 2016 Equity Plan in order to give them an ownership interest in the Company, thereby aligning their interests with those of the stockholders and providing a long-term incentive. ~~Restricted stock awards~~RSAs consist of awards of the ~~Company's~~Company’s common stock subject to specified vesting restrictions or conditions including, among other things, continued employment with the Company. Stock options and stock appreciation rights (rights to receive a payment equal to the increase in fair market value of the ~~Company's~~Company’s common stock since the grant date thereof) are equity awards whose value depends on an increase in the ~~Company's~~Company’s common stock price. ~~The~~For more than the past five years, the Compensation Committee ~~determined at the end of fiscal 2010 to~~has awarded only RSAs and RSUs and no ~~longer grant~~ stock options to management, ~~under the LTIP and rather,~~other than Mr. C. Diker who, prior to ~~grant only restricted~~fiscal year 2016, received stock ~~to management.~~options. Grants of ~~restricted stock~~RSAs and RSUs have intrinsic value regardless of price appreciation, and may create a ~~better identity~~stronger alignment of interests between management and other stockholders. In addition, the Compensation Committee believes that due to their intrinsic value, ~~restricted shares~~RSAs and RSUs may have a stronger retentive effect on management than stock options. ~~Following~~

During fiscal ~~2014, restricted stock awards~~year 2017 (in October 2016), RSAs were granted to senior management under the ~~LTIP. Mr. Diker does not participate in the LTIP but is awarded stock options as an employee~~Company’s 2016 Equity Plan. Half of the ~~Company from time~~awards were time-based and half were performance-based RSAs, except that all of the equity awards to ~~time based on recommendations of~~Mr. C. Diker were time-based RSAs. The awards to Mr. C. Diker were approved by the Compensation Committee and ~~approval~~ratified by the Board. During fiscal year 2018 (in October 2017), the Compensation Committee decided that the composition of equity awards to Mr. C. Diker should be the ~~Board.~~

same as senior management. As such, like senior management, Mr. C. Diker was granted half time-based awards and half performance-based RSUs.

The Compensation Committee has typically ~~imposes~~imposed time-based vesting conditions on stock options and ~~restricted stock awards~~RSAs because it believes that ~~time based~~time-based vesting encourages recipients of awards to remain employed by the Company and continue to provide services to us, and also encourages recipients to build stockholder value over a long period of time. As with other issued shares of our common stock, recipients of ~~restricted stock~~RSAs (but not stock options) ~~awarded~~ under ~~the LTIP~~our 2016 Equity Plan are entitled to receive dividends we pay on our common stock.

For fiscal year 2018, during which we awarded time-based and performance based RSUs for the first time, recipients of time-based RSUs will receive dividend equivalents in cash equal in amount to the cash dividends that would have been paid to the recipient had he or she owned one share for each yet-unpaid RSU as of such payment date. However, recipients of performance-based RSUs will not be paid dividend equivalents unless and until their units vest based on performance criteria.

Until such time, dividend equivalents will accrue and be subject to the same vesting and forfeiture restrictions and achievements of the performance goal as the RSUs to which they are attributable.

Risk in Our NEO Compensation Program

~~Our~~

The Compensation Committee ~~believes~~has evaluated the Company’s compensation programs to assess whether such programs would facilitate or encourage excessive risk-taking by employees and concluded that the mix and design of the short-term and long-term elements of executive compensation doprovides appropriate incentives to executives while mitigating excessive risk-taking. The provisions within our overall executive compensation program that mitigate against risk-taking include:

An appropriate balance between annual cash compensation and equity compensation that is earned over a period of three years;

Caps on the payouts under incentive plans, which protect against executives taking short-term actions to maximize bonuses that are not ~~encourage management~~supportive of long-term objectives;

Including a minimum gross margin requirement on long-term compensation awards having sales targets, thereby discouraging revenue generation at the expense of profitability;

Clawback provisions applicable to ~~assume excessive risks. We~~current and former executives that enable the recapture of previously paid compensation under certain circumstances, which serve as a deterrent to inappropriate risk-taking activities; and

Stock ownership guidelines that require executive officers to accumulate minimum levels of equity ownership in the Company, which align executives’ short- and long-term interests with those of the Company’s stockholders.

In addition, we believe the base salary levels of our executives mitigate excessive risk-taking behavior by providing reasonable predictability in the level of income earned by each executive and alleviating pressure on executives to focus exclusively on stock price performance to the detriment of other important business metrics. ~~We also provide a mixture of~~The performance measures used for both short-term and long-term incentives. With a significant weighting on long-term incentives that are subject to time-based vesting, we believe NEOs' incentives are aligned with those of our stockholders and short-term risk taking is discouraged. In addition, the performance measures used for short-term incentives are intended to be challenging yet attainable, so that it is more likely than not that the executives will earn all or a substantial portion of their target bonus annually ~~which mitigates the potential that our executives will take excessive risks.~~and long-term incentives over time. The metrics we use are typically calculable in accordance with generally accepted accounting principles (GAAP) and audited at the end of the year. Also, for fiscal 2014, short-term incentives in the form of annual performance bonus payouts have been established, depending on an executive's position, at between 40-100% of base salary for on-target performance. Under the STIP, the Compensation Committee ~~may determine~~believes that extraordinary performance warrants a higher payout on both short-term and long-term performance-based awards but with a cap of 200% of targeted cash bonus or equity compensation, as the case may be, which ~~the Compensation Committee believes~~further mitigates the likelihood that our executives will take excessive risks. ~~In addition, stock options~~

For fiscal year 2017, we used non-GAAP EPS as the relevant metric for short-term incentive compensation. Long-term incentives for fiscal year 2017 consisted of time-based RSAs vesting over 3 years, performance-related RSAs based on achieving a budgeted fiscal year 2017 sales target (with a minimum gross margin requirement and ~~restricted stock awards granted to employees generally vest annually over three years, so~~a 2-year service-based vesting tail) and performance-related RSAs based on a 3-year relative TSR performance criterion. Therefore, executives always have a significant amount of value at stake through unvested awards that could decrease significantly in value if our business is not managed for the ~~long-term.~~long term. The Compensation Committee further retains discretion ~~under both the STIP and LTIP~~ to reduce or not pay awards under ~~such~~these plans due to ~~an NEO's~~a NEO’s misconduct or poor performance.

How the Compensation Committee Chose Amounts and Formulas for Each Element

Base ~~Salary.~~Salary. Currently the Compensation Committee approves the base salaries of all NEOs; however, the base salary of Mr. Diker, who provides services to the Company on a part time basis, is also subject to approval by the Compensation Committee as well as the Board. OnAnnual base salary increases of executives typically occur on February 1 ~~2014,~~of each year with additional increases occurring on a case-by-case base to recognize promotions, for market-based adjustments, and the like. The base salary history of the Chairman was increased by 17%, from $300,000 to $350,000 and the base salary of the CEO was increased by 13%, from $575,000 to $650,000, both in recognition of their contributions and the performance of the Company. The base salaries of Messrs. Hansen, Nodiff and Sheldon were increased by 3.0% in recognition of their contributions and the performance of the Company. The Committee maintained the relative differences among them (other than the Chairman and CEO) that had been established in priorNEOs during fiscal ~~years based on~~year 2017, as well as the NEOs' roles and responsibilities and the Committee's prior perception of executives of other similar companies of similar position, responsibility, experience, qualifications, and performance. The greater percentage increase for the Chairman was based on the Committee's desire to more closely align his salary with other executive officers of the Company. The greater percentage increase for the CEO was due to his leadership of the Company and continued growth of sales and earnings. The current base salaries of the NEOs are as follows:


NEO	BASE SALARY		Starting FY2017 Base Salary 8/1/16	Base Salary 2/1/17	% Increase
Mr. Diker	$	350,000	$371,315		0%
Mr. Krakauer		650,000
Mr. Hansen		441,033	$600,000		0%
Mr. Clifford			$379,579	$390,967	3%
Mr. Nodiff		351,983	$381,100	$392,533	3%
Mr. Sheldon		351,983
Mr. Yellin			$351,230	$361,767	3%

All of the base salaries of NEOs were increased by 3% except of the salary of Mr. Hansen. Mr. Hansen’s compensation for fiscal year 2017 and fiscal year 2018 was negotiated and established in 2016 in connection with his promotion to CEO. Such

compensation included a base salary of $600,000 commencing August 1, 2016 and an increase to $700,000 (17%) commencing August 1, 2017.

~~Short-Term Incentive Plan.~~Cash Bonuses ~~For~~. During the first quarter of fiscal ~~2014,~~year 2017, the Compensation Committee chose non-GAAP diluted EPS as the performance metric ~~under the STIP, as well as~~ for the target bonus ~~compensation~~ payable to ~~Mr. Diker,~~NEOs for such fiscal year, to maintain a focus on increasing stockholder value and driving superior financial performance. The

Compensation Committee believes diluted EPS is a key metric in measuring the ~~Company's~~Company’s success and provides certainty and comparability since it is calculated in accordance with ~~generally accepted accounting principles~~GAAP and audited each year. However, it also recognizes that non-GAAP diluted EPS (as derived from GAAP diluted EPS but calculated by the Company) is a meaningful metric in making comparisons to our historical operating results and analyzing the underlying performance of our results of operations. We define non-GAAP diluted EPS as diluted EPS adjusted to exclude amortization of purchased intangible assets, acquisition related items, business optimization and restructuring charges, certain significant and discrete tax matters, and other significant items management deems irregular or non-operating in nature. For purposes of determining fiscal year 2017 cash incentive awards, we calculated non-GAAP EPS by adjusting diluted GAAP EPS to exclude (i) amortization expense of purchased intangible assets, (ii) acquisition related items, (iii) costs associated with the retirement of our CEO and (iv) other business optimization and restructuring-related charges. Specifically, at the beginning of fiscal year 2017, the Compensation Committee established a non-GAAP diluted EPS performance target for fiscal ~~2014 the performance target was~~year 2017 of $1.96. This represented a $0.21 increase (12%) over our non-GAAP diluted EPS of ~~$1.03.~~

$1.75 for fiscal year 2016.

Regardless of the non-GAAP diluted EPS achieved, bonus payouts for fiscal year 2017 were subject to the Company achieving a net income target of $60,000,000, which target was exceeded. If this target had not been achieved, no bonuses would have been payable.

For fiscal ~~2014,~~year 2017 the target incentive awards, ~~under the STIP,~~ established as a percentage of base salary of the NEO at the time of the award (and as a fixed dollar amount in the case of Mr. Diker), were set by the Compensation Committee as follows:

NEO
TARGET
INCENTIVE
AWARD
Mr. Diker
$ 75,000
Mr. Krakauer
100 %
Mr. Hansen
70 %
Mr. Nodiff
50 %
Mr. Sheldon
50 %



NEO	Target Incentive Award
Mr. Diker	$150,000
Mr. Hansen	100%
Mr. Clifford	55%
Mr. Nodiff	55%
Mr. Yellin	55%

The incentive award percentages of Messrs. Krakauer and Hansen under the STIP were increased following fiscal 2013 from 85% to 100% for Mr. Krakauer and from 60% to 70% for Mr. Hansen based on their individual performances as well as the Company's fiscal 2013 performance.

In fiscal ~~2014,~~year 2017, the ~~Company~~Company’s actual diluted non-GAAP EPS of $2.08 exceeded by $0.12 the ~~diluted EPS~~ performance target of ~~$1.03 compared to our actual diluted EPS~~$1.96. Therefore, as described below, each NEO (other than Mr. Diker) received an amount in excess of ~~$1.04. Therefore, Messrs. Diker, Krakauer, Hansen, Nodiff and Sheldon each received~~ his full target incentive award. ~~In addition, because~~The amount of Mr. Diker’s award was determined at the discretion of the Compensation Committee. The primary factor considered by the Compensation Committee in determining such amount was the amount by which our actual diluted non-GAAP EPS exceeded our performance target, sales and ~~our prior year's diluted~~earnings growth, acquisition closings and other factors deemed relevant by the Compensation Committee.

Bonus payouts were based on the Company’s achievement of Non-GAAP EPS ~~of $0.95~~ as ~~well as the closing and successful integration of our most recent acquisitions,~~follows:



Non-GAAP EPS Achieved	% of Bonus Target to be Awarded
<$1.86 (Threshold)	0% of Bonus Target
≥ 1.86 & < $1.96	50% to 99% of Bonus Target, ratably
= $1.96 (Target)	100% of Bonus Target
> $1.96 & < $2.16	100% to 199% of Bonus Target, ratably
≥$2.16 (Maximum)	200% of Bonus Target

All bonuses are subject to final approval by the Compensation Committee, ~~utilized its discretion under~~and may be adjusted from the STIP to award additional cash bonuses to our NEOs. Mr. Diker voluntarily waived his participation in discretionary bonus compensation for fiscal 2014. The discretionary STIP awards increased the incentive-based awards by 25%. Total STIP awards to NEOs for fiscal 2014 were as follows:

NEO
BASE
INCENTIVE
AWARD DISCRETIONARY
INCENTIVE
AWARD TOTAL CASH
AWARD
Mr. Diker
$ 75,000 0 $ 75,000
Mr. Krakauer
$ 650,000 $ 162,500 $ 812,500
Mr. Hansen
$ 308,723 $ 77,181 $ 385,904
Mr. Nodiff
$ 175,992 $ 43,998 $ 219,989
Mr. Sheldon
$ 175,992 $ 43,998 $ 219,989

~~Equity Awards.~~ The Compensation Committee determines the number of shares of stock underlying the equity awards based upon each NEO's position and performance during the fiscal year. The Committee established fiscal 2014 equity award targets for all NEOs other than Messrs. Diker and Krakauer based on a percentage of their base salary (described below). Mr. Diker is not a participanttable amounts in the ~~LTIP but has received equity awards from time to time upon the recommendation~~discretion of the Compensation Committee ~~and approval~~so long as the final payout does not exceed the maximum opportunity made available by the achievement of the ~~Board. All restricted stock awards to NEOs are subject to vesting in three equal annual installments beginning~~net income target.

Based on the ~~first anniversary~~above scale and the actual non-GAAP EPS of $2.08 achieved for fiscal year 2017, NEOs (other than Mr. Diker) were paid 160% of the ~~grant date.~~Bonus Target as follows:



NEO	Target Bonus	Actual Bonus
Mr. Diker	NA	$150,000
Mr. Hansen	$600,000	$1,120,000
Mr. Clifford	$215,031	$344,051
Mr. Nodiff	$215,893	$345,429
Mr. Yellin	$198,972	$318,355

Equity Awards

~~The target incentive equity award percentages and fixed value award (in the case of Mr. Krakauer) were determined by~~. For fiscal year 2017, the Compensation Committee ~~to reflect~~terminated its practice of granting equity awards following, and based upon the ~~objectives~~financial performance of, the ~~LTIP and~~recently completed fiscal year. Rather, it decided that going forward, long-term equity awards would be granted at the beginning of the fiscal year with a portion of such awards to ~~give effect to the positions, responsibilities and contributions to the Company~~key executives being performance-related, certain of ~~each NEO. The percentages also reflect the Compensation Committee's view,~~which would be based on ~~past analyses which were not updated in~~defined metrics for the current fiscal ~~2014,~~year. With the advice of ~~market-based differences for similarly positioned executives at other companies.~~

~~On October 10, 2014,~~FW Cook, the Compensation Committee ~~awarded~~agreed that for fiscal year 2017 executive compensation (other than for Mr. Diker), 50% of the ~~NEOs restricted shares under~~equity awards would consist of time-based RSAs vesting over 3 years, 25% of the ~~LTIP attributable to fiscal 2014 performance~~equity awards would be performance-related RSAs based on achieving a budgeted fiscal year 2017 sales target (with a minimum gross margin requirement and a 2-year service-based vesting tail) and 25% of the ~~$36.08 closing price~~equity awards would be performance-related RSAs based on a 3-year relative TSR performance criterion. The addition of ~~Cantel common stock~~the performance-vesting RSAs into our long-term incentive program was designed to (i) increase the performance orientation of our program, (ii) change the focus from a singular measure of performance (i.e., non-GAAP EPS, which is used in determining annual bonus awards), to multi-performance oriented measures, and (iii) provide additional upside (or downside exposure) to executives in the event high levels of performance (or low levels of performance) are achieved (without increasing target levels of compensation).

Based on the NYSE on the date immediately preceding the grant date. In addition, the Compensation Committee awarded Mr. Diker a stock option to purchase 25,000 shares at an exercise price of $36.70, the closing price of Cantel stock on the NYSE on the date of grant, based on his contributions to the Company and for providing direction and assistance to management during fiscal 2014.

Mr. Krakauer was awarded 41,575 shares of restricted stock, calculated by dividing $1,500,000 by $36.08, the closing price of Cantel stock on the NYSE on the date immediately preceding the grant date. This represented a $250,000 increaseforegoing, in value from the prior year's restricted stock award to Mr. Krakauer. The increase was in recognition of the Company's overall growth since Mr. Krakauer became President and CEO of the Company, as well as the Compensation Committee's perception of CEO compensation of other similar companies of similar position, responsibility, experience, qualifications, and performance.

~~The number of shares of restricted stock issued to Mr. Hansen was calculated by (1) multiplying his base salary by 100% (his incentive award percentage) and (2) dividing the product by $36.08.~~

The number of shares of restricted stock issued to Mr. Nodiff was calculated by (1) multiplying his base salary by 85% (his incentive award percentage) and (2) dividing the product by $36.08. Due to Mr. Sheldon's announced plans for retirement and as part of the agreement reached between the Company and Mr. Sheldon on severance payable in connection with his retirement, Mr. Sheldon did not receive a grant of restricted shares with respect to fiscal 2014.

~~For the awards to the NEOs,~~October 2016, the Compensation Committee established the following payment percentages or amounts for the current NEOs and ~~as a result, made~~awarded the equity grants ~~indicated:~~

indicated for fiscal year 2017:

NEO
TARGET INCENTIVE
AWARD VALUE OF
AWARD NUMBER OF
RESTRICTED
SHARES AWARDED NUMBER OF
STOCK OPTIONS
AWARDED
Mr. Diker
NA NA 25,000
Mr. Krakauer
$1,500,000 Value $ 1,500,000 41,575 NA
Mr. Hansen
100% of Base Salary $ 441,033 12,225 NA
Mr. Nodiff
85% of Base Salary $ 299,186 8,295 NA



NEO	Target Incentive Award	Total Value of Award	Equity Value Time-based RSAs (50%)	Time-based RSAs	Equity Value Sales-based RSAs (25%)	Sales-based RSAs (# Shares)	Equity Value TSR-based RSAs (25%)	TSR-based RSAs (# Shares)
Charles Diker	NA	$250,000	NA	NA	NA	NA	NA	NA
Jorgen Hansen	$1,000,000	$1,000,000	$500,000	6,360	$250,000	3,180	$250,000	2,435
Peter Clifford	100% of Base Salary	$379,579	$189,790	2,415	$94,895	1,210	$94,895	925
Eric Nodiff	100% of Base Salary	$381,100	$190,550	2,425	$95,275	1,215	$95,275	930
Seth Yellin	100% of Base Salary	$351,230	$175,615	2,235	$87,808	1,120	$87,808	855

As reflected in the above table, the Compensation Committee determined to increase the target incentive award of Mr. Hansen, commencing with the October 2016 equity grants. The Compensation Committee increased the target incentive awards for RSAs (inclusive of time-based awards and/or performance-based awards) to a fixed value of $1,000,000 with respect to fiscal year 2017 (the October 2016 grants) and $1,500,000 with respect to fiscal year 2018 (issued in October 2017).

The fiscal year 2017 sales-based RSAs were subject to adjustment based on the achievement of a sales target of $765 million for fiscal year 2017 and achievement of a minimum gross margin requirement of 46.7% as follows:



Level of Achievement of Company’s Sales Target for Company’s Fiscal Year Ended July 31, 2017	Percentage of Shares Eligible for Vesting Under Part (1) Above
Less than 95% of Sales Target or failure to achieve minimum gross margin requirement	0 Shares
At least 95%, but less than 100%, of Sales Target	Between 50% and 99%, ratably, of Shares
100% of Sales Target	100% of Shares
More than 100%, but less than 105%, of Sales Target	Between 100% and 199%, ratably, of Shares
105% or more of Sales Target	200% of Shares

Our actual sales in fiscal year 2017 were $770.2 million, which resulted in the issuance of additional RSAs to NEOs as follows:



Name	Sales-Based RSAs (Issued 10/10/16)	Additional RSAs (Issued 10/10/17)	Total Sales-Based RSAs
Jorgen Hansen	3,180	636	3,816
Peter Clifford	1,210	242	1,452
Eric Nodiff	1,215	243	1,458
Yellin, Seth	1,120	224	1,344

Post-Retirement and Other Benefits

Each of ~~Messrs. Krakauer, Hansen and Nodiff~~the NEOs other than Mr. Diker is party to a severance agreement with the Company that contains certain post-termination benefits. Mr. Sheldon has announced his future retirement and has entered into a retirement agreement with the Company described below that, together with other agreements referenced therein that take effect upon retirement, will govern the benefits related to his retirement. The compensation payable to Mr. Sheldon under the retirement agreements recognizes his long service to the Company, the desire to ensure a smooth transition of duties to his successor, and the desire to secure Mr. Sheldon's consulting services following retirement.

The Compensation Committee believes that post-termination benefits are an important aspect of an executive compensation program because they allow the Company to better recruit and retain executive officers by offering competitive compensation packages. Such benefits also allow the executive officers to focus on performance of their duties and eliminate distractions related to job security concerns. The severance agreements also provide benefits in the event of a change in control of the Company to further align the interests of the executive with those of the stockholders. These arrangements are primarily intended to maintain the ~~executive's~~executive’s motivation to consummate the sale of the Company in circumstances where such event will maximize stockholder value, notwithstanding that such transaction may result in the ~~executive's~~executive’s loss of continued employment with the Company. We

believe a ~~"double trigger"~~“double trigger” requiring actual termination following a change of control rather than simply awarding amounts in the event of a change of control best aligns the ~~NEOs'~~NEOs’ interests by encouraging them to continue to perform their duties adequately rather than simply receiving an award for completing a transaction.

Upon a change in control of the Company, although an executive may be subject to certain excise taxes pursuant to Section 280G of the Code, we have not agreed to reimburse any executive for any such taxes.

We believe that these severance benefits are reasonable and appropriate for our NEOs in light of the anticipated time it takes high-level executives to secure new positions with responsibilities and compensation that are commensurate with their experience. We do not include ~~"gross-up"~~“gross-up” provisions in the severance agreements. A more detailed description of our severance agreements may be found below under the heading ~~"Post~~“Post Termination Benefits and Change in Control."

”

Severance benefits also include the vesting of 100% of the ~~executives'~~executives’ unvested stock options and unvested ~~restricted stock awards~~RSAs and other similar rights in certain circumstances. We believe that the equity awards granted to our executive officers have been reasonable in amount and that, in the event of a change in control and certain other terminations, it is appropriate that our executive officers receive the full benefit under their equity compensation awards of the increase in ~~Cantel's~~Cantel’s value attributable to the performance of the current management team.

The severance agreements for ~~our NEOs (other than Mr. Sheldon, whose benefits are now governed by the retirement agreements described below)~~Messrs. Hansen, Clifford, Nodiff and Yellin provide equal benefits for each ~~NEO that is a party to a severance agreement,~~individual, other than with respect to cash severance payable in the event of a termination in a non-change of control situation (i.e., a termination without cause). In such event, ~~the~~ Mr. ~~Krakauer (CEO)~~Hansen is entitled to two times the sum of his base salary and target bonus at the time of ~~termination; Mr. Hansen (COO) is entitled to 18 months' base salary;~~termination and ~~Mr.~~Messrs. Clifford, Nodiff isand Yellin are entitled to 12 ~~months'~~months’ base salary. We believe that a higher severance formula for our CEO is justified and needed in order to attract the individual we believe is best suited for the office. Our CEO is

the individual the public and our stockholders most closely identify as the face of the ~~company.~~Company. He has the greatest individual impact on our success, and he faces the greatest personal risks when the company takes risks. ~~We also believe that the position of Chief Operating Officer merits a higher severance formula in order to attract the individual we believe is best suited for the office.~~ Finally, we believe that any NEO (other than Mr. Diker) who has 15 years of employment with the Company should be entitled to additional compensation in the event of a termination of his employment in a ~~non-change~~non‑change in control situation in recognition of his long service to the Company.

Therefore, upon executives (other than the CEO) reaching 15 years’ employment, the severance payment of 12 months’ base salary described above is increased to 18 months’ base salary.

In addition to the above benefits, we provide ~~to Messrs. Krakauer, Hansen, Nodiff and Sheldon~~NEOs (other than Mr. Diker): (1) term life insurance equal to one ~~year's~~years’ base salary, (2) a car allowance equal to $750 a month plus related expenses, (3) an executive physical once every three years (up to $3,500, subject to a gross-up to make this benefit tax neutral), (4) a $7,000 allowance for disability insurance or long term care insurance and (5) a 401(k) plan match. Messrs. Hansen and Nodiff are also provided allowances for the use of outside car services, particularly for transportation to and from the Company’s New Jersey headquarters. We believe these perquisites and benefits are appropriate as part of a competitive benefits package. Mr. Diker is provided a 401(k) plan ~~match.~~

match and a fixed monthly amount for office expenses.

Say-on-Pay Vote Response

In evaluating our compensation process for fiscal ~~2014,~~year 2017, our Compensation Committee generally considered the results of the advisory vote of our stockholders on the compensation of the executive officers named in our last proxy statement related to our prior annual meeting of stockholders. Our Compensation Committee noted that ~~more than~~approximately 97% of votes cast approved of the compensation of those executive officers as described in our last proxy statement. Our Compensation Committee considered these voting results as supportive of the Compensation Committee's general executive compensation practices.

Tax Deductibility of Compensation

Section 162(m) ~~of the Internal Revenue Code (the Code)~~ limits the deduction a public company is permitted for compensation paid to the chief executive officer and to the four most highly compensated executive officers other than the chief executive officer. Generally, amounts paid in excess of $1,000,000 to a covered executive cannot be deducted, unless the compensation is paid pursuant to a plan which is performance related, non-discretionary and has been approved by stockholders. In its deliberations the Compensation Committee considers ways to maximize deductibility of executive compensation.

It is important to note, however, that a number of requirements must be met for particular compensation ~~but nonetheless retains the discretion~~ to ~~compensate executive officers at levels the Committee considers commensurate with their responsibilities and achievements. We have not adopted a policy~~qualify for deductibility under Section 162(m). Therefore, there can be no assurance that ~~all executive~~any compensation awarded will be fully ~~deductible. A portion~~deductible under all circumstances. Also, with the goal of ~~Mr. Krakauer's~~providing a compensation ~~is non-deductible. The~~program that enhances stockholder value, the Compensation Committee reserves flexibility to approve compensation ~~of all other NEO's is~~arrangements that are not fully ~~deductible.~~

tax deductible by the Company.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” section of this Proxy Statement and discussed such section with certain members of management. Based on its review and discussions and its ongoing involvement with executive compensation matters, the Compensation Committee recommended to the Board that the ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” section of this Proxy Statement be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended July 31, ~~2014.~~


		~~Compensation Committee~~ ~~Alan J. Hirschfield (Chairman)~~ ~~Alan R. Batkin~~ ~~Joseph M. Cohen~~

2017.

Compensation Committee:

Alan R. Batkin (Chair)

Laura L. Forese

Ronnie Myers

EXECUTIVE COMPENSATION

Fiscal Year 2017 Summary Compensation Table

The following table sets forth compensation for our CEO, CFO and three other most highly compensated executive officers (our ~~Named Executive Officers or~~ NEOs).

~~SUMMARY COMPENSATION TABLE~~

Name and Pricipal Position
Year Salary
$ Bonus
$ Option
Awards
($)(1) Stock
Awards
($)(1) Non-Equity
Incentive Plan
Compensation
($) All Other
Compensation
($) Total
($)
Charles M. Diker
2014 325,000 — 362,400 — 75,000 44,510 (2) 806,910
Chairman of the Board
2013 275,000 — 381,850 — — 43,938 700,788
2012 250,000 — — 219,240 — 43,439 512,679
Andrew A. Krakauer

2014
612,500
—
—
1,262,857
812,500
28,900
(3)
2,716,757
Chief Executive Officer
2013 550,000 — — 1,000,026 733,125 28,128 2,311,279
2012 505,000 — — 484,894 847,875 25,331 1,863,100
Jorgen B. Hansen

2014
434,611
—
—
432,616
385,904
21,578
(5)
1,274,709
President and Chief
2013 (4) 302,636 — — 424,922 289,026 191,055 1,207,639
Operating Officer

Eric W. Nodiff

2014
346,857
—
—
293,447
219,989
28,984
(6)
889,277
Executive Vice President
2013 336,755 — — 232,596 256,299 27,879 853,529
and General Counsel
2012 323,879 — — 221,379 315,189 27,730 888,177
Craig A. Sheldon

2014
346,857
—
—
293,447
219,989
22,679
(7)
882,972
Executive Vice President,
2013 336,755 — — 232,596 256,299 20,105 845,755
Chief Financial Officer,
2012 323,879 — — 221,379 315,189 21,231 881,678
and Treasurer

~~(1)~~: Represents the aggregate grant date fair value (pre-tax) computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718. For a discussion of valuation assumptions, see Note 15 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the during fiscal year ~~ended July 31, 2014.~~
~~(2)~~: ~~This amount includes the following amounts paid or accrued by us for the benefit of Mr. Diker: (i) $36,000 in office expenses, and (ii) $8,510 in contributions under a 401(k) plan.~~
~~(3)~~: This amount includes the following amounts paid or accrued by us for the benefit of Mr. Krakauer: (i) $13,055 in vehicle fringe benefits, (ii) $7,800 in contributions under a 401(k) plan, (iii) $7,805 in term life and long-term care insurance premiums, and (iv) $240 in health club benefits.
~~(4)~~: ~~Mr. Hansen commenced employment with the Company on November 15, 2012.~~
~~(5)~~: ~~This amount includes the following amounts paid or accrued by us for the benefit of Mr. Hansen: (i) $13,055 in vehicle fringe benefits, and (ii) $8,523 in contributions under a 401(k) plan.~~
~~(6)~~: This amount includes the following amounts paid or accrued by us for the benefit of Mr. Nodiff: (i) $13,055 in vehicle fringe benefits, (ii) $7,825 in contributions under a 401(k) plan, and (iii) $8,104 in term life and long-term care insurance premiums.
~~(7)~~: This amount includes the following amounts paid or accrued by us for the benefit of Mr. Sheldon: (i) $13,055 in vehicle fringe benefits, (ii) $7,825 in contributions under a 401(k) plan, and (iii) $1,799 in term life and long-term care insurance premiums.

2017.



SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary	Bonus	Option Awards⁽¹⁾	Stock Awards⁽¹⁾	Non-Equity Incentive Plan Compensation	All Other Compensation		Total
Charles M. Diker Chairman of the Board	2017	$371,315	—	—	$250,091	$150,000	$45,981	⁽²⁾	$817,387
	2016	$365,908	—	$397,380	—	$150,000	$44,136		$957,424
	2015	$355,250	—	$288,500	—	$150,000	$44,096		$837,846
Jorgen B. Hansen President and Chief Executive Officer	2017	$600,000	—	—	$1,104,485	$1,120,000	$83,045	⁽³⁾	$2,907,530
	2016	$504,337	—	—	$504,610	$780,000	$33,058		$1,822,005
	2015	$453,529	—	—	$448,658	$447,207	$20,392		$1,369,786
Eric W. Nodiff Executive Vice President, General Counsel, and Secretary	2017	$386,817	—	—	$421,559	$345,429	$71,293	⁽⁴⁾	$1,225,098
	2016	$375,550	—	—	$370,120	$272,486	$32,134		$1,050,290
	2015	$361,875	—	—	$957,667	$264,550	$29,462		$1,613,554
Peter G. Clifford Executive Vice President, Chief Financial Officer	2017	$385,273	—	—	$419,676	$344,051	$21,444	⁽⁵⁾	$1,170,444
	2016	$374,790	—	—	$370,120	$271,399	$23,611		$1,039,920
	2015	$128,077	—	—	$336,162	$132,275	$155,187	⁽⁶⁾	$751,701
Seth M. Yellin Executive Vice President Corporate Strategy and Development	2017	$356,499	—	—	$388,282	$318,355	$20,351	⁽⁷⁾	$1,083,487

____________________________


(1)	Represents the aggregate grant date fair value (pre-tax) computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718. For a discussion of valuation assumptions, see Note 15 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal year 2016.


(2)	This amount includes the following amounts paid or accrued by us for the benefit of Mr. Diker: (i) $38,000 in office expenses, and (ii) $7,981 in contributions under a 401(k) plan.

(3)

This amount includes the following amounts paid or accrued by us for the benefit of Mr. Hansen: (i) $60,925 in vehicle fringe benefits, and (ii) $7,920 in contributions under a 401(k) plan. Mr. Hansen became CEO and President in August 2016; previously he was COO and President, and (iii) $14,201 in a personal benefit attributed to certain meeting expenses and costs associated with his spouse's attendance at that meeting.


(4)	This amount includes the following amounts paid or accrued by us for the benefit of Mr. Nodiff: (i) $56,149 in vehicle fringe benefits, (ii) $8,144 in contributions under a 401(k) plan, and (iii) $7,000 in term life and long-term care insurance premiums.


(5)	This amount includes the following amounts paid or accrued by us for the benefit of Mr. Clifford: (i) $12,497 in vehicle fringe benefits, and (ii) $8,947 in contributions under a 401(k) plan.


(6)	Mr. Clifford commenced employment with the Company on March 23, 2015.


(7)	This amount includes the following amounts paid or accrued by us for the benefit of Mr. Yellin: (i) $12,496 in vehicle fringe benefits, and (ii) $7,855 in contributions under a 401(k) plan.

Grants of Plan-Based Awards Table

The following table sets forth certain additional information regarding grants of plan-based awards to our ~~Named Executive Officers~~ NEOs for ~~the~~ fiscal year ~~ended July 31, 2014:~~

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#) All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
Grant Date
Fair Value
(Pre-tax)
of Stock
and Option
Awards ($)

Exercise or
Base Price
of Option
Awards ($/Sh)
Name
Threshold
($) Target
($) Maximum
($) Grant
Date
Charles M. Diker
NA (2) NA (2) NA (2) 10/10/13 — 30,000 (3) $ 31.81 362,400
Andrew A. Krakauer
325,000 650,000 1,300,000 10/10/13 39,700 (4) — — 1,262,857
Jorgen B. Hansen
154,362 308,723 617,446 10/10/13 13,600 (4) — — 432,616
Eric W. Nodiff
87,996 175,992 351,983 10/10/13 9,225 (4) — — 293,447
Craig A. Sheldon
87,996 175,992 351,983 10/10/13 9,225 (4) — — 293,447

2017:

~~(1)~~: ~~All non-equity incentive plans referenced in the table provide that no bonus is payable if the minimum level of performance required by the plan is not achieved by the NEO.~~



	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Grant Date	All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value (Pre-tax) of Stock and Option Awards
Name	Threshold	Target	Maximum	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units		Exercise or Base Price of Option Awards	Grant Date Fair Value (Pre-tax) of Stock and Option Awards
Charles M. Diker	NA⁽²⁾	NA⁽²⁾	NA⁽²⁾	10/18/16	3,295⁽⁴⁾	—	—	$250,091
Jorgen B. Hansen⁽³⁾	$350,000	$700,000	$1,400,000	10/10/16	12,611⁽⁴⁾	—	—	$1,104,485
Eric W. Nodiff	$107,947	$215,893	$431,786	10/10/16	4,813⁽⁴⁾	—	—	$421,559
Peter G. Clifford	$107,516	$215,032	$430,064	10/10/16	4,792⁽⁴⁾	—	—	$419,676
Seth M. Yellin	$99,486	$198,972	$397,944	10/10/16	4,434⁽⁴⁾	—	—	$388,282

____________________


(1)	All non-equity incentive plans referenced in the table provide that no bonus is payable if the minimum level of performance required by the plan is not achieved by the NEO.


(2)	Although Mr. Diker does not participate in the Company’s primary non-equity incentive plan, the Compensation Committee made Mr. Diker eligible to receive a target bonus of $150,000 (with a “Threshold” payout of $75,000), which target bonus was awarded to Mr. Diker for fiscal year 2017.


(3)	Mr. Hansen's raise to $700,000 annual salary was effective August 1, 2017.


(4)	Each RSA is subject to a risk of forfeiture which lapses as to one-third of the awards on each of the first three anniversaries of the grant date.

~~(2)~~

Although Mr. Diker does not participate in the Company's primary non-equity incentive plan, the Compensation Committee made Mr. Diker eligible to receive a target bonus of $75,000 (for the last six months of fiscal 2014 with a "Threshold" payout of $37,500) plus a discretionary bonus determined by the Compensation Committee (with a "Maximum" payout of $150,000). However, Mr. Diker waived his entitlement to the discretionary bonus.

~~(3)~~

~~Stock option award is exercisable in equal annual installments on each of the first three anniversaries of the grant date.~~

~~(4)~~

~~Each restricted stock award is subject to a risk of forfeiture which lapses as to one-third of the awards on each of the first three anniversaries of the grant date.~~

Narrative Addendum to the Summary Compensation Table and Grants of Plan-Based Awards Table

~~Short-Term Incentive Plan~~

~~Under the STIP, our~~

Cash Bonus Awards

Our NEOs (other than Mr. Diker) ~~and certain other executives and key employees of the Company~~ are eligible to receive cash bonus awards based on ~~their~~the Company’s achievement of performance targets for each fiscal year ending July 31st (each year being referred to as a Plan Year).

~~The STIP is administered by~~ Mr. Diker receives a fixed cash bonus award approved at the discretion of the Compensation Committee.

The Compensation Committee ~~which~~ establishes annual performance targets (the Performance Targets) ~~for~~at the beginning of each ~~Plan Year.~~fiscal year. Awards are based on the Company’s achievement of the Performance Targets, which ~~are~~have historically been based on the attainment of specified levels of ~~one~~diluted EPS or any combination of the following: revenues, cost reductions, operating income, income before taxes, net income, adjusted net income, earnings per share, adjusted earnings per share, operating margins, working capital measures, return on assets, return on equity, return on invested capital, cash flow measures, market share, stockholder return or economic value addednon-GAAP EPS of the Company ~~or the subsidiary or~~and, with respect to division and regional presidents, specified performance criteria of the ~~Company~~division or region for or within which the participant is primarily employed. Such Performance Targets may also be based on the achievement of specified levels of Company performance (or performance of an applicable subsidiary) under one or more of the measures described above relative to the performance of other corporations. For fiscal ~~2014,~~year 2017, the Compensation Committee established a Performance Target of diluted non-GAAP EPS of ~~$1.03,~~$1.96, which was ~~$0.03~~$0.21 higher than the ~~Company's~~Company’s fiscal ~~2014 budgeted~~year 2016 non-GAAP EPS of ~~$1.00.~~$1.75. In fiscal ~~2014,~~year 2017, the Company ~~exceeded this~~achieved non-GAAP EPS of $2.08, thereby exceeding the Performance ~~Target.~~

Target by $0.12.

~~The~~

For fiscal year 2017 the target incentive awards, ~~for each eligible position (by category) are~~ expressed as a percentage of base salary, ~~within the ranges designated below for fiscal 2014 (with the actual target incentive award percentages determined by the Compensation Committee on an annual basis):~~

~~ELIGIBLE POSITION~~		~~TARGET~~ ~~INCENTIVE~~ ~~AWARD~~

~~CEO/President~~		~~70% - 100%~~
~~COO, Division CEO, Executive Vice President, Senior Vice President~~		~~45% - 70%~~
~~Vice President~~		~~40% - 55%~~
~~Other Key Employees~~		~~10% - 35%~~

~~For fiscal 2014, the actual target incentive awards~~ were set by the Compensation Committee at the beginning of fiscal year 2017 as follows:

~~ELIGIBLE POSITION~~		~~TARGET~~ ~~INCENTIVE~~ ~~AWARD~~


~~CEO/President (includes Mr. Krakauer)~~ NEO			~~100~~	%Target Incentive Award
~~COO/Executive Vice President (includes~~ Mr. ~~Hansen)~~ Diker			70	%NA
~~Division CEOs~~ Mr. Hansen			55	%100%
~~Senior Vice Presidents (includes Messrs. Nodiff and Sheldon)~~ Mr. Clifford			50	%55%
~~Vice Presidents~~ Mr. Nodiff	55%
Mr. Yellin		40	%55%

Notwithstanding the foregoing, Division CEOs have 25% of their bonus target based on the annual Performance Target established for executives of Cantel. The remaining 75% is based on the annual performance target specific to the operations of such CEO's Division(s), which are established by the CEO of the Company in consultation with the Compensation Committee.

~~Awards are determined as follows:~~

COMPANY-WIDE
EARNINGS DIVISION
EARNINGS
OR OTHER
TARGET
CORPORATE EXECUTIVES
100 % —
DIVISION CEOs
25 % 75 %

~~For fiscal 2014, none of the Division CEOs were NEOs.~~

The target incentive award payable to each participant for 100% achievement of the Performance ~~Targets~~Target (the Bonus Target) is calculated by multiplying the ~~participant's~~participant’s base salary at the end of the relevant Plan Year by a designated percentage established by the Compensation Committee for such participant for such Plan Year ~~(pro rated~~(generally pro-rated if ana NEO was employed for a partial year). If more or less than 100% of the Performance Target is achieved, the Compensation Committee

has the discretion to increase the Bonus Target (not to exceed 200% of the Bonus Target) or decrease the Bonus Target (not to be less than 50% of the Bonus Target, provided that a minimum threshold performance level has been achieved); provided, however, that the Compensation Committee in its discretion may establish minimum Performance Targets that must be achieved in order for any incentive award to be paid. The Compensation Committee will determine the degree to which any applicable Performance Target has been achieved and any incentive award paid. At the sole discretion of the Compensation Committee, a participant may not receive an award, or the amount of an award may be decreased, due to substantiated poor individual performance or misconduct and may be declared ineligible to receive all or part of an applicable target incentive award. The Compensation Committee adopted a methodology for bonus payments in fiscal year 2017 under ~~the STIP.~~

~~For fiscal 2014,~~which the Compensation Committee ~~established~~no longer has broad discretion with respect to over-achievement or under-achievement of Performance Targets. Rather, increases and decreases in the ~~following payment criteria based on the achievement of the Performance Target:~~

bonus target will be strictly formulaic and committee discretion will be reserved for extreme circumstances.


~~% Achievement of $1.03 EPS (Performance Target)~~		~~% of Bonus Target to be Awarded~~
~~85% or less (EPS less than $0.88)~~		0
~~Greater than 85% but less than 100% (EPS of $0.88 - $1.02)~~		~~50% - 99% of Bonus Target~~
~~100% (EPS of $1.03)~~		~~100% of Bonus Target~~
~~Greater than 100% (EPS of greater than $1.03)~~		~~100% of Bonus Target plus discretionary amount~~

The actual cash bonus awards for our NEOs ~~under the STIP~~ for fiscal ~~2014~~year 2017 are shown in the tables and discussed in Compensation Discussion and Analysis above.

Long-Term ~~Incentive Plan~~

The purpose of the LTIP is to contribute to the motivation of key employees in accomplishing the Company's long-term strategic and stockholder value goals. All equity awards under the LTIP are granted under the Company's 2006 Equity ~~Incentive Plan (the Plan), which is described below, and are subject to the terms thereof.~~

~~Under the LTIP,~~ Awards

NEOs (other than Mr. Diker) ~~and other executives and certain key employees of the Company,~~ are eligible to receive annual equity awards for each ~~Plan Year. Participants are identified by title and recommended by~~fiscal year. Mr. Diker receives equity awards at the ~~CEO of the Company each year, subject to the approval~~discretion of the Compensation Committee. ~~The Compensation Committee administers the LTIP with respect~~All equity awards subsequent to ~~all participants. The annualized expected value of the participants' target awards~~January 2016 were granted under the ~~LTIP are reviewed annually~~Company’s 2016 Equity Plan and no further options or awards will be granted under the 2006 Plan. The 2006 Plan and the 2016 Equity Plan, both of which were approved by the ~~Compensation Committee. As~~Company’s stockholders, are described ~~above,~~below.

Commencing with fiscal year 2017, the Compensation Committee ~~increased~~agreed that long-term equity awards would be granted at the ~~annualized expected value of Mr. Krakauer's target awards under the LTIP for fiscal 2014 from the prior year.~~

~~Performance based awards under the LTIP are contingent on acceptable individual performance as well as predetermined financial objectives~~beginning of the ~~Company or one or more~~fiscal year with a portion of ~~its subsidiaries or operating segments determined by the Compensation Committee. Performance based~~such awards ~~vest upon achievement~~performance-related, certain of ~~the designated performance criteria,~~ which ~~will~~would be based on defined metrics for the ~~attainment of specified levels of one or any combination~~current fiscal year. As such, commencing October 2016, equity awards granted in October were deemed to relate to the fiscal year in which they are granted. Thus, the equity grants to NEOs awarded in October 2016 are deemed to relate to fiscal year 2017. Further, whereas all equity grants to NEOs prior to October 2016 had time-based vesting, one-half of the following: revenues, cost reductions, operating income, income before taxes, net income, adjusted net income, earnings per share, adjusted earnings per share, operating margins, working capital measures, return on assets, return on equity return on invested capital, cash flow measures, market share, stockholder return or economic value added of the Company or the subsidiary or division of the Company for or within which the participant is primarily employed. Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable subsidiary) under one or more of the measures described above relative to the performance of other corporations. Notwithstanding the specific performance criteria established, in making a determination as to whether or not such criteria such as earnings growth was achieved, the Compensation Committee takes into consideration factors such as unanticipated taxes, acquisition costs, non-recurring and extraordinary items (if any), and other equitable factors, as determined by the Compensation Committee in its discretion. If a participant's employment with the Company is terminated for any reason, the participant will forfeit any non-vested performance based awards. The Compensation Committee did not grant any performance based awards in fiscal 2014.

Service-based awards under the LTIP vest ratably over three years following the date of grant, or such other period of time determined by the Compensation Committee, subject to the terms and conditions set forth in the Plan and the agreement reflecting the award. Under the LTIP, in the event a participant's employment is terminated prior to the end of the vesting period due to (A) death, all of the service-based awards granted to ~~the participant under the LTIP will automatically vest as~~NEOs in October 2016 are time-based RSAs and one-half are performance (and time) based RSAs. The performance-based equity awards are tied to achievement of ~~the date of termination of employment, (B) Retirement (as defined in the LTIP), all of the service-based~~

~~stock options granted~~fiscal year 2017 budgeted sales (subject to ~~the participant under the LTIP will automatically vest~~a minimum gross margin requirement) and the participant will forfeit any non-vested restricted stock awards or portions thereof granted under the LTIP unless the Compensation Committee, in its discretion, accelerates the vesting of such non-vested restricted stock awards, or (C) disability, any service-based awards that would have vested within the 12 month period following the termination date but for the participant's termination of employment (e.g., stock options and restricted stock awards subject only to time vesting) will automatically vest as of the termination date.

At the sole discretion of the Compensation Committee, a participant may not receive an award or may receive a reduced award due to substantiated poor individual performance or misconduct and may be declared ineligible under the Plan.

relative TSR performance. The actual awards for our NEOs ~~under the LTIP for~~granted in fiscal ~~2014~~year 2017 are shown in the tables and discussed in Compensation Discussion and Analysis above.

~~2006~~

2016 Equity Incentive Plan

The 2016 Equity Plan provides for the granting of stock options, ~~restricted stock awards,~~ stock appreciation rights (SARs), RSAs, RSUs, cash awards, and ~~performance~~performance-based awards to our employees, ~~including~~independent contractors and consultants. It also provides the flexibility to grant equity-based awards to our ~~executive officers. Non-employee directors also participate in the Plan.~~non-employee Directors. The 2016 Equity Plan does not permit the granting of discounted options or discounted ~~SARs.~~ stock appreciation rights.

The selection of ~~employee~~ participants in the 2016 Equity Plan and the level of participation of each participant are ~~determined~~subject to approval by the Compensation Committee (the Board ~~makes~~will make these determinations as to non-employee directors). The Compensation Committee has the authority to interpret the 2016 Equity Plan, to establish and revise rules and regulations relating to ~~awards~~the 2016 Equity Plan and to ~~directors). The number~~make any other determinations that it believes necessary or advisable for the administration of ~~shares that may be granted to a participant under~~ the ~~Plan during any calendar year may not exceed 168,750.~~2016 Equity Plan. Subject to the limitations set forth in the 2016 Equity Plan, the Compensation Committee may delegate to our ~~Chief Executive Officer~~CEO or other executive officers such duties and powers as the Compensation Committee may deem advisable with respect to the designation of employees to be recipients of 2016 Equity Plan awards and the nature and size of such awards, except that no delegation may be made in the case of awards to executive officers or directors or awards intended to ~~qualify~~be qualified under Section 162(m).

The maximum number of shares with respect to which stock options and stock awards may be granted under the 2016 Equity Plan is 1,200,000 shares. Subject to adjustment by the Compensation Committee, the maximum number of shares with respect to which a participant may be granted in options or SARs under the 2016 Equity Plan in a calendar year is 150,000, the maximum number of shares with respect to which a participant may be granted awards intended to be “qualified performance-based compensation” under Section 162(m) is 150,000 and the maximum amount that may be paid a participant under awards intended to be “qualified performance-based compensation” under Section 162(m) and settled in cash or other property is $10,000,000. In multi-year performance periods, the number of shares of common stock granted or the amount of cash or other property deemed paid with respect to any one calendar year, is the total amount of the ~~Code,~~award divided by the number of calendar years in the performance period, which may be multiplied up to two times with respect to awards granted to a participant in the year his or ~~individual~~her service commences with the Company. Subject to certain exceptions described in the 2016 Equity Plan, the

maximum number of shares subject to awards ~~in excess of 3,375 restricted shares or 11,250 stock options (or aggregate awards~~to any non-employee director during any ~~fiscal quarter in excess of 11,250 restricted shares or 56,250 stock options) or~~calendar year, together with any cash fees paid to such ~~other parameters as~~non-employee director, may ~~be set forth~~not exceed $275,000.

Unless otherwise provided by the Compensation Committee, in the event of termination of a ~~subsequent resolution.~~

~~The Plan permits~~participant’s service as an employee, independent contractor, consultant, non-employee director or other non-employee relationship for any reason other than the ~~grant of non-qualified~~participant’s death or disability, stock options ~~incentive stock options qualifying under Section 422~~and SARs (to the extent exercisable) will remain exercisable for a period of ~~the Code (ISOs) and SARs. SARs permit the recipient to receive a payment measured by the increase in the fair market value of a specified number of our shares~~three months from the date of ~~grant to~~such termination or until the ~~date of exercise. Distributions to the recipient of a SAR may be made in common stock, in cash, other property or in any combination~~expiration of the ~~preceding as determined~~stated term of such options or SARs, whichever period is shorter (except that in the case of termination of employment for cause, such options and SARs will immediately expire). Unless otherwise provided by the Compensation ~~Committee. The Compensation~~ Committee, ~~determines~~upon a participant’s death, options and SARs granted to such participant will remain exercisable (to the ~~terms~~extent exercisable) for a period of ~~each stock option and SAR at~~one year from date of termination or until the ~~time~~expiration of the ~~grant. The exercise price~~stated term of such options or SARs, whichever period is shorter. In addition, when a ~~stock option may not be less than~~participant who has served the ~~fair market value~~Company for at least ten years and is at least 65 years of ~~our common stock on~~age or who has served the ~~date~~Company for at least 15 years and is at least 60 years of age terminates his or her service with the option is granted; likewise, no SAR may be granted at less than the fair market value of our common stock on the date the SAR is granted. The Compensation Committee determines the exercise period of each stock option and SAR; however, the terms of stockCompany, all options and SARs granted under the 2016 Equity Plan ~~may not exceed ten years. The~~that are held by such participant will, upon such termination, become immediately exercisable in full and remain exercisable through the original term of the award, and the restrictions on all RSAs will immediately lapse such that the underlying shares will become fully vested.

Subject to the terms of an award agreement and except as otherwise determined by the Compensation Committee at the time of the grant of an award or thereafter, upon termination of service as an employee (or other recipient) during the applicable employment period (or other applicable period) or upon failure to satisfy a performance goal, RSAs and RSUs that are at that time subject to restrictions will be forfeited. Subject to the terms of the 2016 Equity Plan, and except as provided in the previous sentence, RSAs and RSUs awarded to any participant under the 2016 Equity Plan will vest (i.e., the risk of forfeiture with respect to such shares will lapse) ratably on the first, second and third anniversaries of the date of grant, unless otherwise specified by the Compensation Committee, in its sole discretion, in the RSA or RSU agreement. Notwithstanding the foregoing, the Compensation Committee may in its discretion accelerate vesting of an RSA or RSU as to all or a portion of the shares underlying the award.

The 2016 Equity Plan does not permit the repricing of options or the exchange of underwater options for cash or other awards without stockholder approval.

Provisions have been included to meet the requirements for deductibility of executive compensation under Section 162(m) with respect to options and other awards by qualifying payments under the 2016 Equity Plan as performance-based compensation. In addition, provisions have been included to comply with the requirements of Section 409A of the Code to the extent applicable to options and other awards granted under the 2016 Equity Plan.

2006 Equity Incentive Plan

The 2006 Plan, which was terminated (as to the ability to award new grants), provides for the granting of stock options, RSAs, stock appreciation rights (SARs) and performance awards to our employees, including our executive officers. Non-employee directors also participated in the 2006 Plan. The 2006 Plan did not ~~award~~permit the granting of discounted options or discounted SARs. The selection of employee participants in the 2006 Plan and the level of participation of each participant are determined by the Compensation Committee (the Board makes determinations relating to awards to directors). The 2006 Plan limits the number of shares that may be granted to a participant under the 2006 Plan during any ~~SARs~~calendar year. Subject to the limitations set forth in ~~fiscal 2014.~~

the 2006 Plan, the Compensation Committee may delegate to our CEO or other executive officers such duties and powers as the Compensation Committee may deem advisable with respect to the designation of employees to be recipients of 2006 Plan awards and the nature and size of such awards.

Unless otherwise provided by the Compensation Committee, in the event of the termination of a ~~participant's~~participant’s service as an employee or non-employee director for any reason other than the ~~participant's~~participant’s Retirement (as defined in the 2006 Plan), death or disability, stock options and SARs (to the extent exercisable) will remain exercisable for a period of 90 days from such date or until the expiration of the stated term of such stock options or SARs, whichever period is shorter (except that in the case of a termination of employment for cause, such stock options and SARs will immediately expire). Unless otherwise provided by the Compensation Committee, upon the termination of a ~~participant's~~

participant’s employment due to death or disability, stock options and SARs granted to such participant will remain exercisable (to the extent vested) for a period of one year from such date or until the expiration of the stated term of such stock options or SARs, whichever period is shorter. In addition, when an employee or non-employee director who has at least ten years of service with the Company and is at least 65 years of age (or at least 60 years of age with at least fifteen years of service) terminates his or her service as an employee or director (i.e., Retires), all

stock options and SARs granted to such employee or director under the 2006 Plan will, upon such termination, become immediately exercisable in full and remain exercisable through the original term of the award.

~~Generally, no stock option granted under the~~

The 2006 Plan may be exercised during the first year of its term or such longer period as may be specified in the option grant. However, the Plan gives the Compensation Committee the authority, in its discretion, to accelerate the vesting of stock options. The Plan also provides that unvested stock options and SARs will immediately vest if the ~~recipient's~~recipient’s employment or service with the Company is terminated as a result of the ~~recipient's~~recipient’s death or Retirement, or is terminated without cause during the 12-month period following a change in control. The 2006 Plan similarly provides for the acceleration of vesting of the next tranche of stock options and SARs in the event of a termination of employment or service as a result of disability. The 2006 Plan also provides for the acceleration of vesting of a stock option or SAR if such accelerated vesting is provided under any benefit plan of the Company to which the recipient is subject. In addition, under the 2006 Plan, the Compensation Committee may in its discretion ~~"cash out"~~“cash out” any award, whether vested or unvested, upon a change in control by paying the recipient the amount by which the Change in Control Price (as defined in the 2006 Plan) exceeds the exercise or grant price per share under the stock option or SAR award multiplied by the number of shares granted under the stock option or SAR award. The 2006 Plan does not permit the repricing of options or the exchange of underwater options for cash or other awards without ~~shareholder~~stockholder approval.

Under the Plan, the Compensation Committee may also grant restricted stock awards and performance awards, subject to specified restrictions or vesting conditions, including but not limited to continued employment or service of the recipient with us (in the case of restricted stock awards) or the achievement of one or more specific goals relating to our performance or the performance of a business unit or the recipient over a specified period of time (in the case of performance awards). Performance-based measures could be based on various factors such as our revenues, cost reductions, operating income, income before taxes, net income, adjusted net income, earnings per share, adjusted earnings per share, operating margins, working capital measures, return on assets, return on equity, return on invested capital, cash flow measures, market share, and/or economic value added or such factors as they apply to one of its business units within which the recipient is primarily employed. The performance goals of the performance awards will be set by the Compensation Committee within the time period prescribed by Section 162(m) of the Code.

Except to the extent that the Compensation Committee specifies a longer vesting schedule in the award agreement, ~~restricted stock awards~~RSAs given to non-employee directors (and to employee directors in their capacities as directors) will vest on the first anniversary of the grant date. Except as otherwise provided in the award agreement, ~~restricted stock awards~~RSAs given to employees will vest ratably on the first, second and third anniversaries of the grant date. The 2006 Plan provides that if the ~~recipient's~~recipient’s service with the Company as a director or employee terminates as a result of the ~~recipient's~~recipient’s death, any ~~restricted stock~~RSA awarded under the 2006 Plan will automatically vest, and if such service terminates as a result of disability, the next tranche of shares will automatically vest. The 2006 Plan also provides for the acceleration of vesting of ~~a restricted stock award~~an RSA if such accelerated vesting is provided under any benefit plan of the Company to which the recipient is subject. In addition, the 2006 Plan gives the Compensation Committee the authority, in its discretion, to accelerate the vesting of any ~~restricted stock award~~RSA and, in connection with a change in control, to ~~"cash out"~~“cash out” any unvested ~~restricted~~RSA.

No new grants will be made under the 2006 Plan.

Executive Stock Ownership Guidelines

To maintain alignment of the interests of the Company’s non-employee directors, Chairman of the Board, President and CEO, Executive Vice Presidents, COO, if any, CFO, Senior Vice Presidents and any other officer designated by the Board of Directors, which includes all of the NEOs, such individuals are expected to build and maintain a significant level of direct stock ~~award.~~

ownership. Ownership levels can be achieved over time in a variety of ways, such as by retaining stock received upon the vesting of stock awards or by purchasing stock in the open market. At a minimum, the applicable officers and directors are expected to establish and maintain direct ownership of Common Stock having a value, based on the average stock price over the ten trading day period prior to the measurement date as follows:

Chairman of the Board – three times annual base salary;

President and CEO – three times annual base salary;

COO (if any) – two times annual base salary;

All other executive officers who are Participants – one and a half times annual base salary; and

All non-employee directors – three times annual retainer.

Shares that count toward meeting the stock ownership guidelines include the following:

Shares owned by the individual or his or her immediate family members residing in the same household;

Shares held in trusts or other entities established for the benefit of the individual and/or his or her immediate family members;

Shares purchased on the open market;

Shares held in qualified plans (e.g., 401(k) plans);

Time-based RSAs and RSUs (whether vested or unvested) granted by the Company to, and held by, the individual.

Shares underlying vested (but not unvested) stock options granted by the Company to, and held by, the individual.

Performance-based RSAs and RSUs are not included in the count of shares unless and until the relevant performance criteria is determined.

As of the date of this proxy statement, all of our NEOs have met the required ownership levels.

Securities Trading Policy; Prohibition on Short Sales

To ensure alignment of the interests of our stockholders and executive officers, including our NEOs, as well as compliance with applicable securities laws, the Company’s Securities Trading Policy prohibits directors, NEOs and other identified officers and employees from engaging in transactions involving the Company’s stock based on material non-public information or during established trading blackout periods (except for the exercise of options or for transactions in accordance with previously established trading plan that meets SEC requirements). The policy also prohibits short sales of the Company’s stock.

Clawback Policy

We have an Executive Compensation Clawback Policy under which a designated officer of the Company, which includes all NEOs, if found to have engaged in misconduct causing a restatement of financial statements, could have a portion of his or her compensation recovered by the Company to the extent of the benefit received by such officer based on the financial statement that were restated. You can access our Executive Compensation Clawback Policy by clicking on the “Corporate Governance” link in the “Investor Relations” section of our website at www.cantelmedical.com.

Risk Considerations in Our Compensation Program

The Compensation Committee has considered the risks that may exist in the ~~Company's~~Company’s compensation plans and the factors that mitigate against the plans creating material risks to the Company and believes that risks arising from our compensation policies and practices for our employees are not likely to have a material adverse effect on the Company.

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information regarding unexercised options and unvested ~~restricted stock~~RSAs held by each of our ~~Named Executive Officers~~NEOs as of July 31, ~~2014.~~

Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested (#) Market Value
of Shares
or Units of
Stock That
Have Not
Vested ($)(1)
Charles M. Diker
13,050 — (2) 7.60 11/04/14
17,500 35,000 (3) 17.04 10/14/17
— 30,000 (4) 31.81 10/09/18
6,750 (5) 226,328
Andrew A. Krakauer

17,905
(6)
600,355
39,124 (7) 1,311,828
39,700 (8) 1,331,141
Jorgen B. Hansen

16,792
(9)
563,036
13,600 (8) 456,008
Eric W. Nodiff

8,175
(6)
274,108
�� 9,100 (7) 305,123
9,225 (8) 309,314
Craig A. Sheldon

8,175
(6)
274,108
9,100 (7) 305,123
9,225 (8) 309,314

~~(1)~~: ~~The market value~~2017. No RSUs were outstanding as of ~~shares of stock~~ that ~~have not vested was determined using the closing market price per share of our common stock on July 31, 2014.~~
~~(2)~~: The option was granted on November 5, 2009 and has a five year term. The option vests and is exercisable as to one-third of the shares underlying the option on each of the first three anniversaries of the grant date.
~~(3)~~: The option was granted on October 15, 2012 and has a five year term. The option vests and is exercisable as to one-third of the shares underlying the option on each of the first three anniversaries of the grant date.
~~(4)~~: The option was granted on October 10, 2013 and has a five year term. The option vests and is exercisable as to one-third of the shares underlying the option on each of the first three anniversaries of the grant date.
~~(5)~~: ~~The restricted stock was issued on October 21, 2011 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.~~

~~(6)~~: ~~The restricted stock was issued on October 3, 2011 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.~~
~~(7)~~: ~~The restricted stock was issued on October 15, 2012 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.~~
~~(8)~~: ~~The restricted stock was issued on October 10, 2013 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.~~
~~(9)~~: ~~The restricted stock was issued on November 15, 2012 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.~~



	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (Exercisable)	Number of Securities Underlying Unexercised Options (Unexercisable)		Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested⁽¹⁾
Charles M. Diker	52,000	—	⁽²⁾	$17.04	10/14/17
	30,000	—	⁽³⁾	$31.81	10/09/18
	16,667	8,333	⁽⁴⁾	$36.70	10/09/19
	5,000	10,000	⁽⁵⁾	$55.36	10/11/20
Jorgen B. Hansen						4,075	⁽⁶⁾	$302,365
						6,203	⁽⁷⁾	$460,263
						12,611	⁽⁸⁾	$935,736

Eric W. Nodiff						2,765	⁽⁶⁾	$205,163
						4,666	⁽⁹⁾	$346,217
						4,550	⁽⁷⁾	$337,610
						4,813	⁽⁸⁾	$357,125
Peter G. Clifford						2,333	⁽¹⁰⁾	$173,109
						4,550	⁽⁷⁾	$337,610
						4,792	⁽⁸⁾	$355,566

Seth M. Yellin						2,185	⁽⁶⁾	$162,127
						2,993	⁽⁷⁾	$222,081
						820	⁽¹¹⁾	$60,844
						4,434	⁽⁸⁾	$329,003


(1)	The market value of shares of stock that have not vested was determined using the closing market price per share of our common stock on July 31, 2017.


(2)	The option was granted on October 15, 2012 and has a five year term. The option vests and is exercisable as to one-third of the shares underlying the option on each of the first three anniversaries of the grant date.

~~Equity Compensation Plan Information~~


(3)	The option was granted on October 10, 2013 and has a five year term. The option vests and is exercisable as to one-third of the shares underlying the option on each of the first three anniversaries of the grant date.


(4)	The option was granted on October 10, 2014 and has a five year term. The option vests and is exercisable as to one-third of the shares underlying the option on each of the first three anniversaries of the grant date.


(5)	The option was granted on October 12, 2015 and has a five year term. The option vests and is exercisable as to one-third of the shares underlying the option on each of the first three anniversaries of the grant date.


(6)	The RSA was issued on October 10, 2014 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.


(7)	The RSA was issued on October 12, 2015 and is subject to a risk forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issue date.


(8)	The RSA was issued on October 10, 2016 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.


(9)	The RSA was issued on May 15, 2015 and is subject to a risk forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issue date.


(10)	The RSA was issued on March 23, 2015 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date. These shares were granted to Mr. Clifford upon the commencement of his employment with the Company as part of his negotiated compensation.


(11)	The RSA was issued on October 16, 2015 and is subject to a risk of forfeiture which lapses as to one-third of the shares on each of the first three anniversaries of such issuance date.

~~The following sets forth certain information as of July 31, 2014 with respect to our compensation plans under which Cantel securities may be issued:~~

Plan category
Number of securities
to be issued upon
exercise of
outstanding options
(a) Weighted-average
exercise price of
outstanding options
(b) Number of securities remaining available
for future issuance under equity
compensation plans (excluding securities
reflected in column (a))
(c)
Equity compensation plans approved by security holders
222,492 $ 12.78 1,029,373 (1)
Equity compensation plans not approved by security holders
0 0 0
Total
222,492 $ 12.78 1,029,373 (1)

~~(1)~~: ~~Consists solely of 386,810 stock option and SARs awards and 642,563 restricted stock and performance awards available for grant under the Plan.~~

Option Exercises and Stock Vested Table

The following table provides information on stock option exercises and vesting of ~~restricted stock~~ RSAsduring fiscal ~~2014:~~

Option Awards Stock Awards
Name
Number of
Shares Acquired
on Exercise (#) Value Realized
on Exercise ($)(1) Number of
Shares Acquired
on Vesting (#) Value Realized
on Vesting ($)(2)
Charles M. Diker
— — 25,873 910,437
Andrew A. Krakauer
— — 57,718 1,944,018
Jorgen B. Hansen
— — 8,396 297,218
Eric W. Nodiff
— — 20,898 702,778
Craig A. Sheldon
— — 22,248 750,298

year 2017:

~~(1)~~: The "Value Realized on Exercise" is the difference between the market price of the underlying security at exercise and the exercise price of the option. The value realized is for informational purposes only and does not purport to represent that such individual actually sold the underlying shares, or that the underlying shares were sold on the date of exercise. Furthermore, such value realized does not take into consideration individual income tax consequences.
~~(2)~~: The "Value Realized on Vesting" is based on the fair market value of the underlying security on the vesting date. The value realized is for informational purposes only and does not purport to represent that such individual actually sold the underlying shares, or that the underlying shares were sold on the date of exercise. Furthermore, such value realized does not take into consideration individual income tax consequences.



	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise⁽¹⁾	Number Shares Acquired on Vesting	Value Realized on Vesting⁽²⁾
Charles M. Diker	—	—	—	$—
Jorgen B. Hansen	—	—	11,710	$914,529
Eric W. Nodiff	—	—	12,782	$966,230
Peter G. Clifford	—	—	4,608	$350,054
Seth M. Yellin	—	—	6,525	$508,792

_________________________

(1)

The “Value Realized on Exercise” is the difference between the market price of the underlying security at exercise and the exercise price of the option. The value realized is for informational purposes only and does not purport to represent that such individual actually sold the underlying shares, or that the underlying shares were sold on the date of exercise. Furthermore, such value realized does not take into consideration individual income tax consequences.

(2)

The “Value Realized on Vesting” is based on the fair market value of the underlying security on the vesting date. The value realized is for informational purposes only and does not purport to represent that such individual actually sold the underlying shares, or that the underlying shares were sold on the date of exercise. Furthermore, such value realized does not take into consideration individual income tax consequences.

Post-Termination Benefits and Change in Control

Severance Agreements with NEOs

The severance agreements with Messrs. ~~Krakauer,~~ Hansen, Clifford, Nodiff and ~~Nodiff~~Yellin expire on July 31, ~~2016~~2019 but automatically renew on July 31 of each year for another year unless either the Company or the NEO has provided at least 6 ~~months'~~months’ notice prior to such date that the term will not be extended. However, if a Change in Control (as defined in the severance agreements to generally include a person or group acquiring more than 50% of our stock, a majority of our Board being replaced during any 12-month period if not endorsed by our current Board, a merger or consolidation unless the ~~Company's~~Company’s stockholders hold at least 80% of the voting stock of the surviving entity, a sale of all or substantially all of the ~~Company's~~Company’s assets, or the approval of a plan of complete liquidation by the ~~Company's~~Company’s stockholders) occurs, the term will not end before the second anniversary of the Change in Control.

Under the severance agreements, upon termination of employment for any reason, the NEO will be entitled to his (a) earned but unpaid base salary through the termination date, (b) accrued and unused paid time off through the termination date, and (c) reimbursement of expenses. Subject to certain conditions (such as signing a release), if ana NEO is terminated (1) by the Company for any reason other than for Cause, Unacceptable Performance, Disability or death or (2) by the NEO for Adequate Reason (each such capitalized term as defined in the severance agreements), then the NEO will be entitled to certain benefits, unless termination occurs during a Change in Control Coverage Period (as defined in the severance agreements). Specifically,

the NEO would be entitled to (1) in the case of the CEO only, two times base salary plus target bonus, paid in a lump sum, (2) in the case of the COO, 18 ~~months'~~months’ base salary paid in a lump sum, (3) in the case of NEOs other than the CEO and COO, one ~~year's~~year’s base salary (18 months in the case of any NEO who has completed at least 15 years of employment with the Company) paid in a lump sum, (4) if the termination occurs subsequent to a fiscal year end in which the NEO did not yet receive his earned bonus, then the NEO will be entitled to the bonus he would have been entitled to receive for such fiscal year under his applicable bonus plan if his employment had continued through the bonus payment date, (5) for the partial fiscal year in which the termination occurs, the NEO will be entitled to a pro-rated bonus (based on number of full or partial months the NEO worked in the partial fiscal year) to the extent he would have been entitled to receive the bonus for such fiscal year under his applicable bonus plan if his employment had continued through the next bonus payment date, (6) all unvested stock options and unvested stock held by the NEO will automatically fully vest, (7) 12 months (18 months in the case of the CEO and COO, orand any NEO who has completed at least 15 years of employment with the Company) of COBRA benefit premiums and (8) 12 months of outplacement services, up to $20,000.

Subject to certain conditions (such as signing a release), under their severance agreements, if the employment of Messrs. ~~Krakauer,~~ Hansen, Clifford, Nodiff or ~~Nodiff~~Yellin is terminated during a Change in Control Coverage Period (generally, the period commencing 6 months prior to a Change in Control and ending 2 years following a Change in Control), the NEO will be entitled to certain compensation if (A) the Company terminates the ~~NEO's~~NEO’s employment (other than a termination for Cause or death), or (B) the NEO voluntarily terminates his employment for Adequate Reason or Good Reason (as defined in the severance agreements to generally include certain reductions in the authority, duties or responsibilities, certain reductions in compensation, certain reductions in the authority, duties or responsibilities of a supervisor of the NEO, certain reductions in the budget overseen by the NEO and certain changes in location). Specifically, the NEO would be entitled to (1) two times the sum of (i) the ~~NEO's~~NEO’s base salary and (ii) the greater of (A) a percentage of the ~~NEO's~~NEO’s base salary (which may range from ~~40%~~55% to ~~85%~~100%) or (B) the average of the ~~NEO's~~NEO’s prior two ~~years'~~years’ bonuses, (2) for the partial fiscal year in which the termination occurs, the NEO will be entitled to a ~~pro rated~~pro-rated bonus equal to the product of the (i) greater of (A) a percentage of the ~~NEO's~~NEO’s base salary (which may range from ~~40%~~55% to ~~85%~~100%) or (B) the average of the ~~NEO's~~NEO’s prior two ~~years'~~years’ bonuses, and (ii) a fraction, (x) the numerator of which is the number of full or partial months the NEO worked in the partial fiscal year, and (y) the

denominator of which is 12;provided, however,, that if the termination occurs subsequent to the end of the preceding fiscal year as to which the NEO did not yet receive the bonus he would have received if his employment had continued through the bonus payment date, the numerator will be the number of full or partial months the NEO worked since the beginning of the preceding fiscal year to the termination date, (3) 24 months of COBRA benefits, (4) term life insurance policy for 24 months, and (5) 12 months of outplacement services, up to $20,000.

In the case of a termination of employment of Messrs. ~~Krakauer,~~ Hansen, Clifford, Nodiff or ~~Nodiff~~Yellin due to Disability (at any time during the term of the severance agreement other than during a Change in Control Coverage Period) or death, the Company will continue to pay the ~~NEO's~~NEO’s base salary for a 3-month period. In addition, for the partial fiscal year in which the termination occurs, the NEO will be entitled to a ~~pro rated~~pro-rated bonus (based on the number of full or partial months the NEO worked in the partial fiscal year) to the extent such bonus would have been earned under his applicable bonus plan if his employment had continued through the next bonus payment date.

If Messrs. ~~Krakauer,~~ Hansen, Clifford, Nodiff or ~~Nodiff~~Yellin intentionally and materially breaches any provision of the separate non-compete agreement he entered into in conjunction with the severance agreements, and fails to cure such breach (if curable) within 30 days, the severance agreements require such NEO to promptly repay to us any and all severance amounts previously paid to him under the severance agreement.

Under the severance agreements, in the event (A) the Company terminates the employment of Messrs. ~~Krakauer,~~ Hansen, Clifford, Nodiff or ~~Nodiff~~Yellin for any reason other than for Cause, Unacceptable Performance, Disability, or death, or (B) during a Change in Control Coverage Period, the Company terminates the ~~NEO's~~NEO’s employment for any reason other than for Cause or death, or (C) the NEO terminates his employment for Adequate Reason or Good Reason or (D) the ~~NEO's~~NEO’s employment terminates due to death, all unvested stock options and ~~restricted stock awards~~RSAs then held by the NEO will automatically vest upon the termination of such ~~NEO's~~NEO’s employment. In the event of a termination of the ~~NEO's~~NEO’s Employment due to Retirement (as defined in the severance agreements), all unvested stock options then held by the NEO will automatically vest upon the termination of such ~~NEO's~~NEO’s employment. In the event of a termination of the ~~NEO's~~NEO’s Employment due to Disability, any stock option or ~~restricted stock award~~RSA that would have vested within the 12 month period following the termination date but for the ~~NEO's~~NEO’s termination of employment will automatically vest as of the termination date. In addition, the Company may, in its discretion, accelerate the vesting of any stock option or ~~restricted stock award~~RSA held by ana NEO in the event the ~~NEO's~~NEO’s employment terminates for any reason.

~~Retirement Agreement—Craig A. Sheldon~~

In April 2014, Mr. Sheldon advised the Company that he intends to retire in January 2015. Mr. Sheldon is continuing in his position while the Company is undertaking its search process for a new Chief Financial Officer.

~~In connection with Mr. Sheldon's retirement, the Company and Mr. Sheldon entered into a Letter Agreement under which Mr. Sheldon will be provided severance and other~~

Post-termination benefits upon his retirement in consideration for a customary release and waiver of claims from Mr. Sheldon. The Letter Agreement provides for the Company and Mr. Sheldon to enter into a Separation Agreement and Release an Independent Contractor Agreement, in forms annexed to the Letter Agreement, upon Mr. Sheldon's retirement. The Letter Agreement together with the Separation Agreement and Release and the Independent Contractor Agreement are collectively referred to herein as the "Retirement Agreements." The Retirement Agreements provide for the following, all subject to the term and conditions of the Retirement Agreements:

~~Mr. Sheldon will continue working for the Company through January 9, 2015 or such later date (through June 30, 2015) as may be requested by the Company (Employment Term). Mr. Sheldon will~~

continue to participate in the STIP for the fiscal year ended July 31, 2015. If Mr. Sheldon is employed by the Company after January 9, 2015, he will be entitled to an additional bonus of $8,300 per month for each full month (and pro-rated for any partial month) he is employed during the Company's fiscal year ending July 31, 2015. Mr. Sheldon will cease to participate in the LTIP and will not be eligible to receive any stock options or shares of restricted stock under that plan or any other equity plan of the Company. All unvested shares of restricted stock held by Mr. Sheldon on the last date Mr. Sheldon is employed by the Company will automatically accelerate and fully vest on the last day of the Employment Term (if Mr. Sheldon is employed by the Company on such date) or on an earlier date on which Mr. Sheldon's employment has been terminated by the Company without Cause (as defined) or by Mr. Sheldon for Good Reason (as defined). Mr. Sheldon will be paid an additional $350,000 approximately six months following his retirement date, which amount will be increased to $700,000 if Mr. Sheldon remains employed through January 9, 2015 (or any subsequent retirement date). Upon his retirement, Mr. Sheldon will enter into a two-year consulting agreement that provides for an annual consulting fee of $175,000. During the two-year period following Mr. Sheldon's retirement, the Company will pay the "company portion" of the premium for COBRA medical and dental insurance or provide Mr. Sheldon with a comparable cash payment. The Amended and Restated Executive Severance Agreement between Mr. Sheldon and the Company dated as of October 31, 2012 has been terminated; however, if a "Change in Control" (as defined) occurs prior to or, under certain circumstances, within either six months or two years following Mr. Sheldon's retirement, the Company will pay Mr. Sheldon a lump sum of $220,000. Upon his retirement, Mr. Sheldon will provide a customary release of claims for the benefit of the Company, the delivery of which is a condition to the payment of certain of the payments and benefits described above.

~~Post-termination benefits—~~– Charles M. Diker

Mr. Diker is not entitled to any post-termination benefits other than benefits applicable to all employees of the Company. Such benefits include the immediate vesting of stock options and SARs upon retirement if the employee or non-employee director has at least ten years of service with the Company and is at least 65 years of age (or at least 60 years of age with fifteen years of service).

Post-Termination Benefits and Change in Control Table

The table below sets forth our reasonable estimate of the potential payments to each of our NEOs, in each case, assuming a termination date of July 31, ~~2014~~2017 if such NEO (1) was terminated due to Disability, (2) died, (3) Retired, (4) was terminated in connection with a change in control of the Company by us (other than for Cause or death) or by the NEO for Adequate Reason or Good Reason (Change in Control Termination), or (5) was terminated by us for any reason other than for Cause, Unacceptable Performance, Disability, or death or by the NEO for Adequate Reason (Non-Change in Control Termination).



	Disability⁽¹⁾		Death		Retirement	Change in Control			Termination without Cause
Name	Salary	Acceleration of Option / Stock Awards⁽²⁾	Salary	Acceleration of Option / Stock Awards⁽³⁾	Acceleration of Options and Other Compensation⁽⁴⁾	Salary & Bonus	Continued Healthcare Benefits and Other	Acceleration of Option / Stock Awards⁽³⁾	Salary & Bonus	Continued Healthcare Benefits and Other	Acceleration of Option / Stock Awards⁽³⁾
Charles M. Diker	NA	$745,377	NA	$745,377	$745,377	NA	NA	NA	NA	NA	NA
Jorgen B. Hansen	$150,000	$1,698,364	$150,000	$1,698,364	NA	$3,100,000	$64,504	$1,698,364	$1,200,000	$52,253	$1,698,364
Eric W. Nodiff	$98,133	$1,246,115	$98,133	$1,246,115	NA	$1,402,981	$46,279	$1,246,115	$392,533	$32,390	$1,246,115
Peter G. Clifford	$97,742	$866,285	$97,742	$866,285	NA	$1,397,384	$58,919	$866,285	$390,967	$38,709	$866,285
Seth M. Yellin	$90,449	$774,054	$90,449	$774,054	NA	$1,270,249	$64,504	$774,054	$361,797	$41,502	$774,054


(1)	Potential payments if a NEO is terminated for Disability in connection with a change of control of the Company are set forth under the heading “Change in Control Termination.”


(2)	Represents the intrinsic value of unvested stock options and RSAs that would have vested within the 12 month period following the termination date that will automatically vest as of the termination date.


(3)	Represents the intrinsic value of unvested stock options and RSAs as of July 31, 2017.


(4)	For Mr. Diker this amount represents the intrinsic value of unvested stock options.

Disability(1) Death Retirement Change in Control Termination without Cause
Name
Salary(2)
($) Acceleration of
Option / Stock
Awards(3)
($) Salary(2)
($) Acceleration of
Option / Stock
Awards(4)
($) Acceleration
of Option /
Compensation(2),(5),(6)
($) Salary &
Bonus
($) Continued
Healthcare
Benefits
and Other
($) Acceleration of
Option / Stock
Awards(4)
($) Salary &
Bonus
($) Continued
Healthcare
Benefits
and Other
($) Acceleration of
Option / Stock
Awards(4)
($)
Charles M. Diker
NA 532,103 NA 855,078 628,750 NA NA NA NA NA NA
Andrew A. Krakauer
162,500 1,700,005 162,500 3,243,323 NA 2,845,625 59,074 3,243,323 2,600,000 46,883 3,243,323
Jorgen B. Hansen
110,258 433,543 110,258 1,019,044 NA 1,556,997 57,464 1,019,044 661,550 46,883 1,019,044
Eric W. Nodiff
87,996 529,774 87,996 888,545 NA 1,180,254 47,692 888,545 351,983 31,932 888,545
Craig A. Sheldon
889,837 888,545 889,837 888,545 1,778,382 1,073,993 35,844 888,545 853,993 35,844 888,545

~~(1)~~: ~~Potential payments if an NEO is terminated for Disability in connection with a change of control of the Company are set forth under the heading "Change in Control Termination."~~
~~(2)~~: ~~For Mr. Sheldon the amount represents the total compensation of $853,993 plus healthcare benefits of $35,844 upon his date of retirement.~~
~~(3)~~: Represents the intrinsic value of unvested stock options and restricted stock that would have vested within the 12 month period following the termination date that will automatically vest as of the termination date.
~~(4)~~: ~~Represents the intrinsic value of unvested stock options and restricted stock as of July 31, 2014.~~
~~(5)~~: ~~For Mr. Diker this amount represents the intrinsic value of unvested stock options.~~
~~(6)~~: ~~For Mr. Sheldon the amount also includes the intrinsic value of unvested restricted stock as of July 31, 2014 of $888,545.~~

Director Compensation

~~Director Compensation~~

The table below summarizes the compensation paid by us to our directors for ~~the~~ fiscal year ~~ended July 31, 2014,~~2017, other than Messrs. ~~Krakauer~~Hansen and Diker, whose compensation is included in the Summary Compensation Table above.

Name
Fees Earned or
Paid in Cash
($) Stock Awards
($)(1) All Other
Compensation
($) Total
($)
Alan R. Batkin(2)
51,750 50,012 — 101,762
Ann E. Berman(2)
58,750 50,012 — 108,762
Joseph M. Cohen(2)
41,250 50,012 — 91,262
Mark N. Diker(2)
37,500 50,012 — 87,512
George L. Fotiades(2)
142,250 151,009 — 293,259
Alan J. Hirschfield(2)
52,000 50,012 — 102,012
Dr. Peter J. Pronovost(2)
38,250 50,012 — 88,262
Bruce Slovin(2)
42,500 50,012 — 92,512

Mr. Pronovost was not appointed as a director until after fiscal year 2017.

~~(1)~~: Represents the aggregate grant date fair value computed in accordance with FASB ASC 718. For a discussion of valuation assumptions, see Note 15 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended July 31, 2014.



Name	Payed in Cash	Stock Awards⁽¹⁾	Compensation	Total
Alan R. Batkin⁽²⁾	$80,500	$65,004	—	$145,504
Ann E. Berman⁽²⁾⁽³⁾	$84,250	$65,004	—	$149,254
Mark N. Diker⁽²⁾	$45,000	$65,004	—	$110,004
Anthony B. Evnin⁽²⁾	$25,000	$37,888	—	$62,888
Laura L. Forese⁽²⁾	$53,000	$65,004	—	$118,004
George L. Fotiades⁽²⁾	$166,000	$115,321	—	$281,321
Ronnie Myers⁽²⁾	$51,000	$65,004	—	$116,004

_____________________________


(1)	Represents the aggregate grant date fair value computed in accordance with FASB ASC 718. For a discussion of valuation assumptions, see Note 15 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended July 31, 2017.


(2)	The aggregate number of stock awards outstanding for each director at July 31, 2017 are as follows: Mr. Batkin – 875 stock awards; Ms. Berman – 875 stock awards; Mr. Mark Diker – 875 stock awards; Mr. Evnin - 510 stock awards, Dr. Forese – 875 stock awards; Mr. Fotiades – 1,515 stock awards, and Dr. Myers - 875 stock awards.


(3)	Included in the Fees Earned or Payed in Cash is the annual Italy Supervisory Committee fee of $10,000.

~~(2)~~

The aggregate number of stock awards and aggregate number of option awards outstanding for each director at July 31, 2014 are as follows: Mr. Batkin—1,453 stock awards and 11,813 option awards; Ms. Berman—1,453 stock awards; Mr. Cohen—1,453 stock awards and 11,813 option awards; Mr. Mark Diker—1,453 stock awards and 11,813 option awards; Mr. Fotiades—11,628 stock awards and 10,125 option awards; Mr. Hirschfield—1,453 stock awards and 11,813 option awards; Dr. Pronovost 1,453 stock awards; and Mr. Slovin—1,453 stock awards and 11,813 option awards.

The annual cash fee payable to our non-employee directors is ~~$40,000~~$50,000 plus reimbursement for expenses. In addition, the Presiding Director is paid an annual fee of $7,500, and the Chair of each of the Audit Committee, the Compensation Committee, and the Nominating Committee are paid annual fees of $20,000, $17,500 ~~$15,000~~ and ~~$5,000,~~$10,000, respectively. Each member of the Audit Committee and Compensation Committee was paid $1,500 for each committee meeting attended and each member of the Nominating Committee was paid $1,000 for each committee meeting attended. In addition, Mr. Fotiades is paid an annual retainer of $100,000 to serve as Vice Chairman of the Board, in which role he serves as liaison between the Board and

management. His services are provided solely as a member of the Board and for the benefit of the Board. In addition, in October ~~2014,~~2017, Mr. Fotiades was granted ~~2,775 restricted shares~~520 RSUs in consideration of the significant services provided by him as Vice Chairman.

Such number of shares was determined by dividing $50,000 by $96.46, the closing price of Cantel common stock on the NYSE on October 9, 2017, the first business day immediately preceding the grant date, and rounding up to the nearest 5 shares.

Non-employee directors also receive under our 2016 Equity Plan an annual award of ~~restricted shares~~RSAs (or RSUs as of ~~Common Stock~~July 31, 2018) on the last day of the fiscal year having a value on such grant date of ~~$50,000,~~$65,000, based on the closing price of our common stock on the NYSE on the first business day immediately preceding the grant date. Based on the closing price of our common stock on July ~~30, 2014,~~28, 2017, each non-employee director was granted ~~1,453 restricted shares~~875 RSAs on July 31, ~~2014.~~2017. The shares are subject to forfeiture, vesting on the first anniversary of the grant date. Also, upon his or her joining the Board, each new non-employee member of the Board iswas granted ~~a restricted stock award~~an RSA having a value of $100,000 based on the closing price of our common stock on the NYSE on the first business day immediately preceding the grant date which will vest ratably over three years commencing on the first anniversary of the grant date.

Commencing September 2017, the Company will no longer make this annual grant.

Mr. Diker, as our employee, was paid an annual base salary at the rate of ~~$350,000~~$371,315 (commencing February 1, ~~2014; $300,000 prior to such date)~~2017) for his services as Chairman of the Board.

AUDIT COMMITTEE REPORT

The Audit Committee is providing this report to enable stockholders to understand how it monitors and oversees our financial reporting process. The Audit Committee operates pursuant to an Audit Committee Charter that is reviewed annually by the Audit Committee and updated as appropriate.

This report confirms that the Audit Committee has (1) reviewed and discussed the audited financial statements for the year ended July 31, ~~2014~~2017 as well as the unaudited financial statements included in Quarterly Reports on Form 10-Q for each of the first three quarters of the fiscal year, with management and ~~Cantel's~~Cantel’s independent registered public accounting firm; (2) discussed with our independent registered public accounting firm the matters required to be reviewed pursuant to the Public Company Accounting Oversight Board Auditing Standard No. ~~16;~~1301; (3) received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm communications with the Audit Committee concerning independence; and (4) discussed with our independent registered public accounting firm their independence. The Audit Committee has considered the compatibility of the independent registered public accounting ~~firm's~~firm’s provision of non-audit services with maintaining the ~~firm's~~firm’s independence and found the provision of such services to be compatible with the ~~firm's~~firm’s independence.

Based upon the above review and discussions, the Audit Committee recommended to the Board that the ~~Company's~~Company’s audited financial statements for the year ended July 31, ~~2014~~2017 be included in our Annual Report on Form 10-K for filing with the Securities and Exchange Commission.


		~~Audit Committee:~~
		~~Ann E. Berman (Chair)~~ ~~Alan R. Batkin~~ ~~Bruce Slovin~~

Audit Committee:

Ann E. Berman (Chair)

Alan R. Batkin

George L. Fotiades

PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION
(SAY-ON-PAY VOTE)

As required by Section 14A of the Exchange Act, we are providing our stockholders with a vote on a non-binding, advisory basis on the compensation of our ~~Named Executive Officers,~~NEOs, as such compensation is disclosed under Item 402 under the ~~SEC's~~SEC’s Regulation S-K in the Compensation Discussion and Analysis section of this Proxy Statement, the accompanying tabular disclosure regarding such compensation and the related narrative disclosure. We urge our stockholders to review the Compensation Discussion and Analysis section of this Proxy Statement and the related executive compensation tables and narratives for more information about our ~~NEOs'~~NEOs’ compensation.

Our executive compensation programs are designed to enable us to attract, motivate and retain executive talent, who are critical to our success. Consistent with our performance-based compensation philosophy, we reserve the largest portion of potential compensation for performance- and equity-based programs. Our performance-based bonus program rewards the ~~Company's~~Company’s executive officers for achievement of key operational goals that we believe will provide the foundation for creating long-term stockholder value, while our equity awards, mainly in the form of ~~restricted stock,~~RSAs and RSUs, reward long-term performance and align the interests of management with those of our stockholders.

Among the various forms of performance-based compensation, we believe that equity awards, in particular, serve to align the interests of our executives with those of our long-term stockholders by encouraging long-term performance. As such, equity awards are a key component of our executive compensation program. Equity awards closely align the long-term interests of our executives with those of our stockholders because the value of such awards is dependent upon the ~~Company's~~Company’s stock price. In addition, equity awards align with our growth strategy and provide significant financial upside if our growth objectives are achieved, while placing a significant portion of our ~~executives'~~executives’ compensation at-risk if our objectives are not achieved.

The Board believes that the information provided above and within the Compensation Discussion and Analysis section of this Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure that ~~management's~~management’s interests are aligned with our ~~stockholders'~~stockholders’ interests and support long-term value creation. Accordingly, the following resolution is to be submitted for a stockholder vote at the meeting:

"“RESOLVED, that the ~~Company's~~Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures in this Proxy Statement."”

Because the vote is advisory, it will not be binding on the Board. The vote on this proposal is not intended to address any specific element of compensation. However, the Board and the Compensation Committee will review the voting results and take into account the outcome when considering future executive compensation arrangements. The Board and management are committed to our stockholders and understand that it is useful and appropriate to obtain the views of our stockholders when considering the design and initiation of executive compensation programs.

The Board recommends that stockholders vote ~~"FOR"~~“FOR” Proposal 2 to approve the compensation of the ~~Company's~~Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis, the compensation tables and narrative disclosures in this Proxy Statement.

PROPOSAL 3

ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE
ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

(SAY-WHEN-ON-PAY VOTE)

In addition to seeking our stockholders’ non-binding, advisory vote on the compensation of our NEOs, we are asking our stockholders to express a preference as to how frequently future advisory votes on executive compensation should take place. As required by Section 14A of the Exchange Act, we are giving stockholders the opportunity to express a preference to cast such advisory votes annually, every two years or every three years; stockholders also have the option to abstain from voting on this matter. We are required to hold at least once every six years an advisory vote to determine the frequency of the advisory stockholder vote on executive compensation.

The Board recommends continuing our existing practice that advisory votes on executive compensation take place every year. Our Board has determined that an annual advisory vote on executive compensation allows our stockholders to provide timely, direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Board believes that an annual vote is therefore consistent with the Company’s efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters.

The Company recognizes that the stockholders may have different views as to the best approach for the Company, and therefore we look forward to hearing from our stockholders as to their preferences on the frequency of an advisory vote on executive compensation.

As with the Say-on-Pay vote, the Say-When-on-Pay vote is advisory, and therefore it will not be binding on the Board. However, the Board and the Compensation Committee will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation. The Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the alternative approved by our stockholders.

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining).

The Board of Directors recommends that stockholders vote for every “1 YEAR” as the frequency for future advisory votes on the compensation of our Named Executive Officers.

PROPOSAL 4

APPROVAL OF AMENDMENT TO THE BY-LAWS TO DESIGNATE THE DELAWARE COURT OF CHANCERY AS THE EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS
The Board has approved, subject to approval by our stockholders, an amendment (the Amendment) to the Company’s By-Laws that would add a new Article XI, designating the Delaware Court of Chancery, to the fullest extent permitted by law, as the sole and exclusive forum for specified legal actions, unless otherwise consented to by the Company. This would apply to (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or the Company’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Company’s Certificate of Incorporation or By-Laws (as either may be amended from time to time), or (4) any action asserting a claim governed by the internal affairs doctrine. The “internal affairs doctrine” is a choice of law rule whereby disputes about a corporation’s governance between its stockholders and directors or officers are to be governed by the corporate statutes and case law of the state of incorporation (i.e., Delaware for the Company).
The Amendment is intended to avoid subjecting the Company to multiple lawsuits in multiple jurisdictions on the same matter when the lawsuit relates to the corporate law of Delaware, which is the Company’s jurisdiction of incorporation. Because of the Company’s numerous locations and widespread operations, there is a significant risk of such lawsuits in jurisdictions other than Delaware. While an exclusive forum provision may limit a particular stockholder’s ability to bring a claim in a court that such stockholder finds favorable for disputes within the scope described above, the Board believes that the ability to require such actions to be brought in the Delaware Court of Chancery would provide numerous benefits to the Company and our stockholders as a whole, both in savings in expenses and in predictability and correctness of outcomes. The Amendment would, however, give the Company the flexibility to consent to an alternative forum in a particular instance, if the Company determines that its interests and those of its stockholders are likely to be better served by permitting a dispute to proceed in a forum other than Delaware.
The Delaware Court of Chancery is widely regarded as preeminent in deciding disputes involving a Delaware corporation’s internal affairs. The Court has experienced jurists who have a deep understanding of Delaware corporate law and the duties of directors and officers. Delaware’s well-developed body of case law provides stockholders with more certainty about the outcome of intra-corporate disputes. By ensuring that intra-corporate disputes are heard in a Delaware court, we and our stockholders would reduce the risks of (i) costly and duplicative litigation, (ii) the misapplication of Delaware law by a court in another jurisdiction, and (iii) inconsistent outcomes when similar cases proceed in different courts. In addition, the Delaware Court of Chancery was organized to address corporate law questions and issues and has streamlined procedures and processes to help facilitate quicker decisions, which can limit the time, cost and uncertainty of protracted litigation for all parties.
The Amendment is not in reaction to any specific litigation confronting the Company. After observing the instances of multiple lawsuits in multiple jurisdictions against other public companies in recent years, the Board recommends the Amendment as a means to prevent potential future harm to the Company and its stockholders.
As a result, the Board believes that the Amendment further demonstrates Cantel’s strong commitment to progressive governance practices, including annual elections with majority voting for directors, regularly scheduled executive sessions of our outside directors, no poison pill, a clawback policy, limits on the number of public company boards on which a director may serve, and stock ownership requirements applicable to directors and executives.
The text of the Amendment is attached as Appendix A to this proxy statement. If this proposal is approved by our stockholders, the Amendment will take immediate effect.

The Board unanimously recommends a vote “FOR” the approval of the Amendment.

PROPOSAL 5

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Ernst & Young LLP has audited our financial statements for over ~~twenty-three~~twenty-five years. In addition to retaining Ernst & Young LLP to audit our consolidated financial statements for ~~the~~ fiscal year ~~ended July 31, 2014,~~2017, we retained Ernst & Young LLP to provide audit related services in the fiscal year ~~ended July 31, 2014, and expect to continue to do so in the future.~~2017. A representative of Ernst & Young LLP is expected to be present at the meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from the stockholders.

Auditor Fees

The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of our annual financial statements and review of financial statements included in our

quarterly reports on Form 10-Q (Audit Fees) for ~~fiscals 2014~~fiscal year 2017 and ~~2013,~~2016, and fees billed for audit related services rendered by Ernst & Young LLP.

2014 2013
Audit Fees(1)
$ 1,364,634 $ 1,250,000
Audit Related Fees(2)(3)
246,627 46,285
Tax Fees(3)(4)
2,500 —
Other(3)(5)
1,995 —

Total
$ 1,615,756 $ 1,296,285

~~(1)~~: Audit fees for fiscals 2014 and 2013 related to (i) the audits of the annual consolidated financial statements, (ii) reviews of the quarterly financial statements, and (iii) the audits of the effectiveness of our internal control over financial reporting.



	2017	2016
Audit Fees⁽¹⁾	$2,340,943	$2,049,184
Audit Related Fees⁽²⁾⁽³⁾	13,125	22,500
Tax Fees⁽⁴⁾	22,917	44,590
Other⁽³⁾⁽⁵⁾	1,995	2,695
Total	$2,378,980	$2,118,969

__________________________


(1)	Audit fees for fiscal year 2017 and 2016 related to (i) the audits of the annual consolidated financial statements, (ii) reviews of the quarterly financial statements, and (iii) the audits of the effectiveness of our internal control over financial reporting.


(2)	Audit related fees for fiscal year 2017 and 2016 consisted of fees to assist us in the audit of a 401(k) savings and retirement plan.


(3)	The Audit Committee has determined that the provision of all non-audit services performed for us by Ernst & Young LLP is compatible with maintaining that firm's independence.


(4)	Tax fees consisted primarily of services related to international tax compliance in fiscal year 2017 and 2016.


(5)	Other fees for fiscal 2017 and 2016 were for access to Ernst & Young LLP’s accounting research database.

~~(2)~~

~~Audit related fees for fiscals 2014 and 2013 consisted of fees to assist us in acquisition related due diligence as well as the audit of a 401(k) savings and retirement plan.~~

~~(3)~~

~~The Audit Committee has determined that the provision of all non-audit services performed for us by Ernst & Young LLP is compatible with maintaining that firm's independence.~~

~~(4)~~

~~Tax fees for fiscal 2014 related to tax advisory services.~~

~~(5)~~

~~Other fees for fiscal 2014 were for access to Ernst & Young LLP's accounting research database.~~

The Audit Committee has a written preapproval policy with respect to certain services to be provided by our independent registered public accounting firm. However, as a matter of practice, prior to engaging ~~Ernst & Young LLP for~~in any services outside of the normal audit services, we obtain the prior approval of the Audit Committee even if not technically required under the terms of the policy. In ~~fiscals 2014~~fiscal years 2017 and ~~2013,~~2016, all of the audit fees, audit-related ~~fees, tax~~ fees, and other fees were approved in accordance with the preapproval policy.

~~The Board recommends that stockholders vote "FOR"~~

Change in auditors

On May 31, 2017, the ~~ratification of~~Audit Committee approved the ~~appointment~~dismissal of Ernst & Young LLP as our independent registered public accounting firm and the engagement of Deloitte & Touche LLP as our independent registered public accounting firm effective upon completion of Ernst & Young LLP’s audit of our company’s financial statements for fiscal year 2017.

The audit reports of Ernst & Young LLP on our consolidated financial statements as of and for the years ended July 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The audit reports of Ernst & Young LLP on the effectiveness of internal control over financial reporting as of July 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During fiscal years 2017 and 2016, there were no (a) disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Ernst & Young LLP, would have caused it to make reference to the subject matter of the disagreements in connection with its reports; or (b) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

The Board recommends that stockholders vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independentregistered public accounting firm.

MISCELLANEOUS

Annual Report to Stockholders

~~Cantel's 2014~~

Cantel’s 2017 Annual Report to Stockholders is being mailed to stockholders contemporaneously with this Proxy Statement.

Form 10-K

UPON THE WRITTEN REQUEST OF A RECORD HOLDER OR BENEFICIAL OWNER OF COMMON STOCK ENTITLED TO VOTE AT THE MEETING, WE WILL PROVIDE WITHOUT CHARGE A COPY OF OUR ANNUAL REPORT ON FORM 10-K AS FILED WITH THE SEC FOR THE FISCAL YEAR ENDED JULY 31, ~~2014,~~2017, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE. REQUESTS SHOULD BE MAILED TO MS. WENDY HAGEN, CANTEL MEDICAL CORP., 150 CLOVE ROAD, LITTLE FALLS, NJ 07424. OUR ANNUAL REPORT ON FORM 10-K IS ALSO AVAILABLE THROUGH OUR WEBSITE AT WWW.CANTELMEDICAL.COM.

Proposals of Stockholders; Stockholder Business

The deadline for submitting a stockholder proposal for inclusion in the proxy materials for our ~~2015~~2018 Annual Meeting of Stockholders pursuant to Rule 14a-8 of the Exchange Act is August ~~3, 2015.~~1, 2018. Under our By-laws, certain procedures are provided that a stockholder must follow to nominate persons for election as directors or to introduce an item of business at an Annual Meeting of Stockholders without inclusion in our proxy materials. These procedures provide that stockholders wishing to submit proposals or director nominations at the ~~2015~~2018 Annual Meeting of Stockholders that are not to be included in such proxy materials must do so by ~~not~~no later than the close of business on the 60^thday and ~~not~~no earlier than the close of business on the 90^thday prior to the first anniversary of this meeting (no earlier than October ~~9, 2015~~8, 2018 and no later than November ~~9, 2015,~~7, 2018, as currently scheduled); provided, however, that in the event that the date of the ~~2015~~2018 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the close of business on the 90^thday prior to such annual meeting and not later than the close of business on the later of the 60^thday prior to the such annual meeting or the 10^thday following the day on which public announcement of the date of the meeting is first made by us. Stockholders wishing to submit any such proposal are also advised to review Rule 14a-8 under the Exchange Act and our By-laws.

Your vote is important. We urge you to vote by mail, by telephone, or on the Internet without delay.


		Eric W. Nodiff Corporate Secretary
		~~Eric W. Nodiff~~ ~~Corporate Secretary~~

Dated: ~~December 1, 2014~~

November 28, 2017

Appendix A

ARTICLE XI. FORUM FOR ADJUDICATION OF DISPUTES

Section XI. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the Delaware Law, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section XI.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners) Signature [PLEASE SIGN WITHIN BOX] Date Date 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000221701_1 R1.0.0.51160 CANTEL MEDICAL CORP. 150 CLOVE ROAD, 9TH FLOOR LITTLE FALLS, NJ 07424 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following: For Against Abstain 1. Election of Directors 01 Charles M. Diker 02 Alan R. Batkin 03 Ann E. Berman 04 Joseph M. Cohen 05 Mark N. Diker 06 George L. Fotiades 07 Alan J. Hirschfield 08 Andrew A. Krakauer 09 Peter J. Pronovost 10 Bruce Slovin The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. Advisory vote to approve Named Executive Officer compensation. 3. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2015. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

0000221701_2 R1.0.0.51160 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com . CANTEL MEDICAL CORP. Annual Meeting of Stockholders January 8, 2015 9:30 a.m. This proxy is solicited by the Board of Directors I appoint Charles M. Diker and Eric W. Nodiff, or either of them, as my proxies, with full power of substitution, to vote all shares of Common Stock of CANTEL MEDICAL CORP. that I am entitled to vote at the Annual Meeting of Stockholders to be held on January 8, 2015 at 9:30 a.m. at The Harmonie Club, 4 East 60th Street, New York, New York, and any adjournment of the meeting on all matters coming before said meeting. My proxies will vote the shares represented by this proxy as directed on the other side of this card, but in the absence of any instructions from me, my proxies will vote "FOR" the election of all nominees listed under Item 1, and "FOR" Item 2 and Item 3. My proxies may vote according to their discretion on any other matter which may properly come before the meeting. I may revoke this proxy prior to its exercise. Continued and to be signed on reverse side

~~QuickLinks~~

~~Information about the Annual Meeting~~
~~SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT~~
~~PROPOSAL 1 ELECTION OF DIRECTORS~~
~~CORPORATE GOVERNANCE~~
~~BOARD MATTERS; COMMITTEES~~
~~EXECUTIVE OFFICERS OF CANTEL~~
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~COMPENSATION COMMITTEE REPORT~~
~~EXECUTIVE COMPENSATION~~
~~SUMMARY COMPENSATION TABLE~~
~~Equity Compensation Plan Information~~
~~AUDIT COMMITTEE REPORT~~
~~PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY VOTE)~~
~~PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~
~~MISCELLANEOUS~~



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Cantel Medical Corp.
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1.	Elect as directors the ten (10) nominees named in the attached Proxy Statement (Proposal 1);


2.	Conduct an advisory vote on the compensation of the Company’s Named Executive Officers (Proposal 2);


3.	Conduct an advisory vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers (Proposal 3);


4.	Consider and approve an amendment to the Company’s By-Laws to designate the Delaware Court of Chancery as the exclusive forum for certain legal actions (Proposal 4);


5.	Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2018 (Proposal 5); and


6.	Transact such other business as may properly be brought before the meeting.


		By the order of the Board of Directors
		~~Eric W. Nodiff~~ ~~Corporate Secretary~~

Beneficial Owners

Alan R. Batkin	58,396	1,453	10,125	69,974		*
Ann E. Berman	9,347	1,453	0	10,800		*
Joseph M. Cohen	189,380	1,453	10,125	200,958		*
Charles M. Diker	5,148,622	0	45,000	5,193,622	(3)	12.5	%
Mark N. Diker	503,226	1,453	10,125	514,804	(4)	1.2	%
George L. Fotiades	98,663	8,344	0	107,007		*
Jorgen B. Hansen	10,930	38,083	0	49,013		*
Alan J. Hirschfield	421,976	1,453	10,125	433,554		1.0	%
Andrew A. Krakauer	115,110	87,603	0	202,713		*
Eric W. Nodiff	58,379	18,995	0	77,374		*
Peter J. Pronovost	17,972	1,453	0	19,425		*
Craig A. Sheldon	36,466	10,700	0	47,166		*
Bruce Slovin	308,877	1,453	10,125	320,455		*
All Directors and Executive Officers as a group (15 persons)	6,978,385	197,324	95,625	7,271,334		17.5	%

Name and Principal Occupation or Position

Alan R. Batkin	70	2004
Chairman and CEO of Converse Associates, Inc., a strategic advisory firm. From February 2007 until December 2012, Mr. Batkin served as Vice Chairman of Eton Park Capital Management, L.P., an investment firm. For more than five years prior thereto, Mr. Batkin served as Vice Chairman of Kissinger Associates, Inc., a geopolitical consulting firm that advises multi-national companies. He is also a director of Hasbro, Inc. (NASDAQ), a toy and game company, Omnicom Group, Inc. (NYSE), a global marketing and corporate communications company, and Pattern Energy Group, Inc. (NASDAQ), an independent power company. Mr. Batkin served from 1999 to June 2012 as a director of Overseas Shipholding Group, Inc. (NYSE). We believe that Mr. Batkin's specific banking, consulting and directorial experience described above qualifies him for service on the Board.

Name and Principal Occupation or Position

Ann E. Berman	62	2011
From April 2006 through June 2009, Ms. Berman served as senior advisor to the president of Harvard University. From 2002 through April 2006 she served as Vice President of Finance and Chief Financial Officer of Harvard University. Ms. Berman is a certified public accountant, and is also a director of Loews Corporation (NYSE), a holding company whose subsidiaries include a commercial property-casualty insurer; an offshore drilling company; a natural gas transportation and storage company; and a luxury lodging company; and Eaton Vance Corporation, an investment manager. We believe that Ms. Berman's accounting and financial management expertise and service as an audit committee member and chair of other public companies qualifies her for service on the Board.
Joseph M. Cohen	77	2000
Chairman of JM Cohen & Co., a family investment group, for more than the past five years. Mr. Cohen's career-long experience with matters of business has assisted the Board's consideration of management issues and strategic initiatives, many of which involve complex financial arrangements. This experience qualifies Mr. Cohen to serve on the Board.
Charles M. Diker	79	1985
Chairman of the Board since 1986 and a member of the Office of the Chairman since April 2008. Mr. Diker has served as Chairman and co-founder of Diker Management LLC, a registered investment adviser, for over ten years. He is also a director of Loews Corporation (NYSE), a holding company whose subsidiaries include a commercial property-casualty insurer; an offshore drilling company; a natural gas transportation and storage company; and a luxury lodging company. We believe that Mr. Diker's twenty-nine years of service as Chairman and a director of Cantel, knowledge of the Company's business and his strong strategic vision for the Company qualify him to serve on our Board.
Mark N. Diker	48	2007
CEO and co-founder of Diker Management LLC, a registered investment adviser, for more than the past five years. We believe that Mr. Diker's experience in investment-related matters and ability to assist in the analysis of acquisition targets qualifies him to serve on our Board.

Name and Principal Occupation or Position

George L. Fotiades	61	2008
Operating Partner—Chairman, Healthcare investments at Diamond Castle Holdings, LLC, a private equity firm, since April 2007. For more than five years prior thereto, Mr. Fotiades served as President and COO of Cardinal Health, Inc., a leading provider of healthcare products and services. Previously, he served as President and CEO of Cardinal's Pharmaceutical Technologies and Services segment, which was subsequently acquired by Blackstone and renamed Catalent Pharma Solutions. Mr. Fotiades also served as Catalent's Chairman from 2007 until 2010. He is also a director of Prologis, Inc. (NYSE), a leading owner, operator and developer of industrial real estate, and AptarGroup Inc. (NYSE), a leader in the global dispensing systems industry. Mr. Fotiades has served as Vice Chairman of the Board of Cantel and a non-executive member of the Office of the Chairman since March 2009. Mr. Fotiades' extensive experience in executive management of global operations, strategic planning, and sales and marketing, particularly in the healthcare industry, qualifies him to serve on the Board.
Alan J. Hirschfield	79	1986
Private investor and consultant for more than the past five years. Mr. Hirschfield is also a director of Carmike Cinemas, Inc. (NASDAQ), a national theater chain. From April 2004 until July 2013, he served as a director of Leucadia National Corp. (NYSE), a holding company engaged in various operating and investing activities. Mr. Hirschfield served as Vice Chairman of the Board of Cantel from 1988 until March 2009. He has managerial experience in the media and entertainment sector, as well as in investment banking and real estate. This experience, together with his twenty-eight years of service as a director of Cantel, qualifies him to serve on the Board.
Andrew A. Krakauer	59	2009
CEO of the Company since March 2009 and a member of the Office of the Chairman since April 2008. Mr. Krakauer also served as President from April 2008 until November 2014. From August 2004 through April 2008 he served as Executive Vice President and Chief Operating Officer. For more than five years prior thereto, he served as President of the Ohmeda Medical Division of Instrumentarium / GE Healthcare. Mr. Krakauer's detailed knowledge of the Company's business and operations, his service as a senior executive and his extensive experience as past President of Medivators Inc., past Chief Operating Officer of the Company, and past interim President of the Company's water purification operations qualify him to serve on the Board.

Name and Principal Occupation or Position

Peter J. Pronovost, M.D.	49	2010
Sr. Vice President, Patient Safety and Quality, Professor, Johns Hopkins University School of Medicine (Departments of Anesthesiology and Critical Care Medicine), in the Bloomberg School of Public Health (Department of Health Policy and Management) and in the School of Nursing for more than the past five years. In addition, Dr. Pronovost serves as a practicing critical care physician, researcher, lecturer and international patient safety leader. He is also the director of the Armstrong Institute for Patient Safety and Quality and a member of the Institute of Medicine-National Academy of Science. Dr. Pronovost is a lecturer and author in the fields of patient safety, ICU care, quality health care, evidence-based medicine, and the measurement and evaluation of safety efforts. His research is centered on improving the quality of care delivered in the intensive care unit and operating suite and improving patient safety in these and other clinical areas. We believe that Dr. Pronovost's position as a world renowned leader of patient safety and quality qualifies him to serve on the Board.
Bruce Slovin	78	1986
President at 1 Eleven Associates, LLC, a private investment firm, since 1997. Mr. Slovin is also Chairman of MWest Holdings, LLC, a diversified commercial and residential real estate firm since 1991. He serves as director of SIGA Technologies, Inc. (NASDAQ), a company specializing in the development of pharmaceutical agents to fight bio-warfare pathogens. Mr. Slovin's experience in various operating and financial positions as well as his valuable leadership role in creating and presiding over various not-for-profit organizations qualify him to serve on the Board.

NEO	TARGET INCENTIVE AWARD

Mr. Diker	$	75,000
Mr. Krakauer		100	%
Mr. Hansen		70	%
Mr. Nodiff		50	%
Mr. Sheldon		50	%

NEO	TARGET INCENTIVE AWARD	VALUE OF AWARD

Mr. Diker	NA			NA	25,000
Mr. Krakauer	$1,500,000 Value	$	1,500,000	41,575	NA
Mr. Hansen	100% of Base Salary	$	441,033	12,225	NA
Mr. Nodiff	85% of Base Salary	$	299,186	8,295	NA

Name and Pricipal Position

Charles M. Diker	2014		325,000	—	362,400	—	75,000	44,510	(2)	806,910
Chairman of the Board	2013		275,000	—	381,850	—	—	43,938		700,788
	2012		250,000	—	—	219,240	—	43,439		512,679
Andrew A. Krakauer	2014		612,500	—	—	1,262,857	812,500	28,900	(3)	2,716,757
Chief Executive Officer	2013		550,000	—	—	1,000,026	733,125	28,128		2,311,279
	2012		505,000	—	—	484,894	847,875	25,331		1,863,100
Jorgen B. Hansen	2014		434,611	—	—	432,616	385,904	21,578	(5)	1,274,709
President and Chief	2013	(4)	302,636	—	—	424,922	289,026	191,055		1,207,639
Operating Officer
Eric W. Nodiff	2014		346,857	—	—	293,447	219,989	28,984	(6)	889,277
Executive Vice President	2013		336,755	—	—	232,596	256,299	27,879		853,529
and General Counsel	2012		323,879	—	—	221,379	315,189	27,730		888,177
Craig A. Sheldon	2014		346,857	—	—	293,447	219,989	22,679	(7)	882,972
Executive Vice President,	2013		336,755	—	—	232,596	256,299	20,105		845,755
Chief Financial Officer,	2012		323,879	—	—	221,379	315,189	21,231		881,678
and Treasurer

	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

																Exercise or Base Price of Option Awards ($/Sh)
Name	Threshold ($)			Target ($)			Maximum ($)			Grant Date						Exercise or Base Price of Option Awards ($/Sh)
Charles M. Diker		NA	(2)		NA	(2)		NA	(2)		10/10/13	—		30,000	(3)	$	31.81	362,400
Andrew A. Krakauer		325,000			650,000			1,300,000			10/10/13	39,700	(4)	—			—	1,262,857
Jorgen B. Hansen		154,362			308,723			617,446			10/10/13	13,600	(4)	—			—	432,616
Eric W. Nodiff		87,996			175,992			351,983			10/10/13	9,225	(4)	—			—	293,447
Craig A. Sheldon		87,996			175,992			351,983			10/10/13	9,225	(4)	—			—	293,447

	Option Awards									Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Charles M. Diker		13,050		—	(2)		7.60		11/04/14
		17,500		35,000	(3)		17.04		10/14/17
		—		30,000	(4)		31.81		10/09/18
											6,750	(5)		226,328
Andrew A. Krakauer											17,905	(6)		600,355
											39,124	(7)		1,311,828
											39,700	(8)		1,331,141
Jorgen B. Hansen											16,792	(9)		563,036
											13,600	(8)		456,008
Eric W. Nodiff											8,175	(6)		274,108
									��		9,100	(7)		305,123
											9,225	(8)		309,314
Craig A. Sheldon											8,175	(6)		274,108
											9,100	(7)		305,123
											9,225	(8)		309,314

Plan category		Weighted-average exercise price of outstanding options (b)

Equity compensation plans approved by security holders	222,492	$	12.78	1,029,373	(1)
Equity compensation plans not approved by security holders	0		0	0
Total	222,492	$	12.78	1,029,373	(1)

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Charles M. Diker		—		—		25,873		910,437
Andrew A. Krakauer		—		—		57,718		1,944,018
Jorgen B. Hansen		—		—		8,396		297,218
Eric W. Nodiff		—		—		20,898		702,778
Craig A. Sheldon		—		—		22,248		750,298

	Disability(1)				Death				Retirement		Change in Control						Termination without Cause

Name	Salary(2) ($)		Acceleration of Option / Stock Awards(3) ($)		Salary(2) ($)		Acceleration of Option / Stock Awards(4) ($)		Acceleration of Option / Compensation(2),(5),(6) ($)		Salary & Bonus ($)		Continued Healthcare Benefits and Other ($)		Acceleration of Option / Stock Awards(4) ($)		Salary & Bonus ($)		Continued Healthcare Benefits and Other ($)		Acceleration of Option / Stock Awards(4) ($)
Charles M. Diker		NA		532,103		NA		855,078		628,750		NA		NA		NA		NA		NA		NA
Andrew A. Krakauer		162,500		1,700,005		162,500		3,243,323		NA		2,845,625		59,074		3,243,323		2,600,000		46,883		3,243,323
Jorgen B. Hansen		110,258		433,543		110,258		1,019,044		NA		1,556,997		57,464		1,019,044		661,550		46,883		1,019,044
Eric W. Nodiff		87,996		529,774		87,996		888,545		NA		1,180,254		47,692		888,545		351,983		31,932		888,545
Craig A. Sheldon		889,837		888,545		889,837		888,545		1,778,382		1,073,993		35,844		888,545		853,993		35,844		888,545

Name

Alan R. Batkin(2)	51,750	50,012	—	101,762
Ann E. Berman(2)	58,750	50,012	—	108,762
Joseph M. Cohen(2)	41,250	50,012	—	91,262
Mark N. Diker(2)	37,500	50,012	—	87,512
George L. Fotiades(2)	142,250	151,009	—	293,259
Alan J. Hirschfield(2)	52,000	50,012	—	102,012
Dr. Peter J. Pronovost(2)	38,250	50,012	—	88,262
Bruce Slovin(2)	42,500	50,012	—	92,512

	2014		2013

Audit Fees(1)	$	1,364,634	$	1,250,000
Audit Related Fees(2)(3)		246,627		46,285
Tax Fees(3)(4)		2,500		—
Other(3)(5)		1,995		—


Total	$	1,615,756	$	1,296,285