UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Cantel Medical Corp.
150 Clove Road
Little Falls, NJ 07424

NOTICE OF 20122015 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On January 11, 20137, 2016

        The Annual Meeting of Stockholders ofCantel Medical Corp. will be held on Friday,Thursday, January 11, 20137, 2016 at 9:30 a.m., Eastern Standard Time, at The Harmonie Club, 4 East 60th Street, New York, New York. We are holding the Annual Meeting to:

1.

Elect as directors the ten (10)nine (9) nominees named in the attached Proxy Statement (Proposal 1);



2.

Approve an amendment toConsider and approve the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 30,000,000 to 75,000,000Cantel Medical Corp. 2016 Equity Incentive Plan (Proposal 2);



3.

Conduct an advisory vote on the compensation of the Company's Named Executive Officers (Proposal 3);



4.

Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 20132016 (Proposal 4); and



5.

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

        The record date for the Annual Meeting is November 14, 2012.13, 2015. Only our stockholders of record at the close of business on that date may vote at the meeting, or any adjournment of the meeting. A copy of our Annual Report to Stockholders for the fiscal year ended July 31, 20122015 is being mailed with this Proxy Statement.

        You are invited to attend the Annual Meeting. Whether or not you plan to attend the meeting, please mark and sign the enclosed proxy exactly as your name appears on your stock certificates, and mail it promptly in the enclosed return envelope in order that your vote can be recorded.

Little Falls, New Jersey
December 4, 2012November 30, 2015

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to Be Held on January 11, 2013.7, 2016.

        This Proxy Statement and the Company's Annual Report are all available free of charge atwww.proxyvote.com.

Cantel Medical Corp.

150 Clove Road
Little Falls, NJ 07424

PROXY STATEMENT

        We are providing these proxy materials in connection with the solicitation by our Board of Directors (the Board) of proxies to be voted at our 20122015 Annual Meeting of Stockholders to be held on Friday,Thursday, January 11, 20137, 2016 beginning at 9:30 a.m. Eastern Standard Time at The Harmonie Club, 4 East 60th Street, New York, New York and at any adjournments thereof. This Proxy Statement is being sent to stockholders on or about December 4, 2012.November 30, 2015. You should review this information together with our 20122015 Annual Report to Stockholders, which accompanies this Proxy Statement.

Information about the Annual Meeting

Q:

Why did you send me this Proxy Statement?

A:

We sent you this Proxy Statement and the enclosed proxy card because the Board of Cantel Medical Corp. (we, Cantel or the Company) is soliciting your proxy to vote at our 20122015 Annual Meeting of Stockholders (the meeting) to be held on Friday,Thursday, January 11, 2013,7, 2016, or any adjournments of the meeting. This Proxy Statement summarizes information that is intended to assist you in making an informed vote on the proposals described in this Proxy Statement.

Q:

Who can vote at the meeting?

A:

Only stockholders of record as of the close of business on November 14, 201213, 2015 are entitled to vote at the meeting. On that date, there were 27,169,64141,708,094 shares of our common stock (each, a share) outstanding and entitled to vote.

Q:

How many shares must be present to conduct the meeting?

A:

We must have a "quorum" present in person or by proxy to hold the meeting. A quorum is a majority of the outstanding shares entitled to vote. Abstentions and broker non-votes (defined below) will be counted for the purpose of determining the existence of a quorum.

Q:

What matters are to be voted upon at the meeting.meeting?

A:

Four proposals are scheduled for a vote:

•

Election as directors of the tennine nominees named in this Proxy Statement, to serve until the first Annual Meeting of Stockholders following the fiscal year ending July 31, 2013;2016;

•

Approval of an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 30,000,000 to 75,000,000;Cantel Medical Corp. 2016 Equity Incentive Plan (2016 Plan);

•

Approval, on an advisory basis, of the compensation of the Company's Named Executive Officers; and

•

Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013.2016.

As of the date of this Proxy Statement, these four proposals are the only matters that our Board intends to present at the meeting. Our Board does not know of any other business to be presented

at the meeting. If other business is properly brought before the meeting, the persons named on the enclosed proxy card will vote on these other matters in their discretion.

Q:

How does the Board recommend that I vote?

A:

The Board recommends that you vote:

•

FOR the election of each of the nominees for director named in this Proxy Statement;

•

FOR the proposal to amendapprove the Company's Certificate of Incorporation;2016 Plan;

•

FOR the proposal to approve (on an advisory basis) the compensation of the Company's Named Executive Officers; and

•

FOR the proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013.2016.

Q:

How do I vote before the meeting?

A:

You may vote your shares by mail by filling in, signing and returning the enclosed proxy card. For your convenience, you may also vote your shares by telephone and Internet by following the instructions on the enclosed proxy card.If you vote by telephone or via the Internet, you do not need to return your proxy card.

With respect to the election of directors, you may vote "FOR" allor "AGAINST" or abstain from voting with respect to each nominee. For the nominees to the Boardapproval of the Company, you may withhold authority to vote for any nominee(s) you specify and you may withhold authority to vote for all of the nominees as a group. For the amendment of the Company's Certificate of Incorporation,2016 Plan, the advisory vote on the compensation of the Company's Named Executive Officers, and the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013,2016, you may vote "FOR" or "AGAINST" or abstain from voting.

Q:

May I vote at the meeting?

A:

Yes, you may vote your shares at the meeting if you attend in person. Even if you plan to attend the meeting in person, we recommend that you also submit your proxy or voting instructions as described above so that your vote will be counted if you later decide not to attend the meeting in person. For information on how to obtain directions to the meeting, please contact us at (973) 890-7220.

Q:

How do I vote if my broker holds my shares in "street name"?

A:

If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker. For directions on how to vote shares held beneficially in street name, please refer to the voting instruction card provided by your broker.

Q:

What should I do if I receive more than one set of proxy materials?

A:

You may receive more than one set of these proxy materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted.

Q:

How many votes do I have?

A:

Each share that you own as of the close of business on November 14, 201213, 2015 entitles you to one vote on each matter voted upon at the meeting. As of the close of business on November 14, 2012,13, 2015, there were 27,169,641 shares41,708,094shares outstanding.

Q:

May I change my vote?

A:

Yes, you may change your vote or revoke your proxy at any time before the vote at the meeting. You may change your vote prior to the meeting by executing a valid proxy bearing a later date and delivering it to us prior to the meeting at Cantel Medical Corp., 150 Clove Road, Little Falls, New Jersey 07424, Attn: Assistant Secretary. You may withdraw your vote at the meeting and vote in person by giving written notice to our Assistant Secretary. You may also revoke your vote without voting by sending written notice of revocation to our Assistant Secretary at the above address.

Q:

How are my shares voted if I submit a proxy but do not specify how I want to vote?

A:

If you submit a properly executed proxy card but do not specify how you want to vote, the persons named in the proxy card (or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted as the Board recommends, which is:

•

FOR the election of each of the nominees for director named in this Proxy Statement;

•

FOR the proposal to amendapprove the Company's Certificate of Incorporation;2016 Plan;

•

FOR the proposal to approve (on an advisory basis) the compensation of the Company's Named Executive Officers; and

•

FOR the proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013.2016.

Q:

What is a broker non-vote?

A:

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a "broker non-vote." In these cases, the broker can register your shares as being present at the meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange (NYSE). If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares on the proposal to ratify the selection of Ernst & Young LLP and the proposal to amend the Company's Certificate of Incorporation, even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of Directorsdirectors, on the 2016 Plan or on the advisory vote on executive compensation without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

Your vote is important and we strongly encourage you to vote your shares by following the instructions provided on the voting instruction card. Please return your proxy card to your broker, bank or other nominee and contact the person responsible for your account to ensure that a proxy card is voted on your behalf.

Q:

What vote is required to elect directors?

A:

The tenUnder our By-laws and our Corporate Governance Guidelines, nominees for director must be elected by a majority of the votes cast in uncontested elections, such as the election asof directors who receiveat the highestmeeting. This means that the number of "FOR" votes will be elected as directors. Thiscast "for" a director nominee must exceed the number is a plurality. Withheldof votes cast "against" that nominee. Abstentions and broker non-votes (defined above) willare not counted as votes "for" or "against" a director nominee and therefore have no effectimpact on the outcome of director elections. Any nominee who does not receive a majority of votes cast "for" his or her

election would be required to tender his or her resignation promptly following the votingfailure to elect directors.receive the required vote. Our Board's Nominating and Governance Committee (Nominating Committee) would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and to publicly disclose its decision. In a contested election, the required vote would be a plurality of votes cast.

Q:

What happens in an uncontested election if an incumbent director does not receive enough votes to be elected?

A:

Pursuant to our Corporate Governance Guidelines, each director who fails to receive the required number of votes cast for his or her re-election is required to tender his or her resignation to the Board. Such resignation is subject to acceptance by the Board. In order to ensure that the Company always has a fully functioning Board, if an incumbent director fails to receive the required number of votes cast, he or she continues as a director. The Nominating Committee will act on an expedited basis to determine whether to accept or reject the director's resignation and will submit such recommendation to the Board for prompt consideration. The Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director's resignation. The Board will make its decision public as soon as practicable following the meeting.

Q:

What vote is required to approve the amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 30,000,000 to 75,000,000?2016 Equity Incentive Compensation Plan?

A:

For approval of this proposal, the proposal must receive the "FOR" vote of a majority of allvotes cast by stockholders present in person or by proxy and entitled to vote on the issuedmatter. Abstentions will not be counted as votes cast and, outstanding shares of common stock oftherefore, have no effect on the Company. Becauseproposal. Broker non-votes will have no effect on this proposal is considered a discretionary item for which a broker will have discretionaryas brokers are not entitled to vote on such proposals in the absence of voting power if you do not give instructions with respect to this proposal, there will be no broker non-votes with respect to this proposal. Abstentions will havefrom the same effect as a vote against the proposal since the vote required to approve the amendment is based upon a proportion of all issued and outstanding shares, not simply a proportion of the votes cast.beneficial owner.

Q:

What vote is required to approve, on an advisory basis, the compensation of the Company's Named Executive Officers?

A:

This matter is being submitted to enable stockholders to approve, on an advisory basis, the compensation of the Company's Named Executive Officers. Since it is an advisory vote, the provisions of our BylawsBy-laws regarding the vote required to "approve" a proposal are not applicable to this matter. In order to be approved on an advisory basis, this proposal must receive the "FOR" vote of a majority of the sharesvotes cast by stockholders present in person or by proxy and entitled to vote on the matter. Abstentions will not be counted as votes cast and, therefore, have the sameno effect as a vote againston the proposal. Broker non-votes will have no effect on this proposal as brokers are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.

Q:

What vote is required to ratify the selection of Ernst & Young LLP as Cantel's independent registered public accounting firm for the fiscal year ending July 31, 2013?2016?

A:

For approval of this proposal, the proposal must receive the "FOR" vote of a majority of the sharesvotes cast by stockholders present in person or by proxy and entitled to vote on the matter. Because this proposal is considered a discretionary item for which a broker will have discretionary voting power if you do not give instructions with respect to this proposal, there will be no broker non-votes with respect to this proposal. Abstentions will not be counted as votes cast and, therefore, have the sameno effect as a vote againston the proposal.

Q:

Who will count the votes?

A:

Votes will be counted by an independent inspector of election appointed by the Chairman of the meeting.Company.

Q:

Who pays for the solicitation of proxies?

A:

We will pay for the entire cost of soliciting proxies. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. In addition, our directors and employees may solicit proxies in person, by telephone, via the Internet, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies.

Q:

How can I find out the results of the voting at the meeting?

A:

We will announce preliminary results at the meeting. We will report final results in a filing with the U.S. Securities and Exchange Commission (SEC) on a Current Report on Form 8-K within four business days after the meeting.

Q:

What is "householding" and how does it work?

A:

The SEC's "householding" rules permit us to deliver only one set of proxy materials to stockholders who share an address unless otherwise requested. This procedure reduces printing and mailing costs. If you share an address with another stockholder and have received only one set of proxy materials, you may request a separate copy of these materials at no cost to you by writing to Cantel Medical Corp., 150 Clove Road, Little Falls, New Jersey 07424, Attn: Assistant Secretary, or by calling us at (973) 890-7220. Alternatively, if you are currently receiving multiple copies of the proxy materials at the same address and wish to receive a single copy in the future, you may contact us by calling or writing to us at the telephone number or address given above.

If you are a beneficial owner (i.e., your shares are held in the name of a bank, broker or other holder of record), the bank, broker or other holder of record may deliver only one copy of the notices of stockholder meetings and related proxy statements to stockholders who have the same address unless the bank, broker or other holder of record has received contrary instructions from one or more of the stockholders. If you wish to receive a separate copy of the notices of stockholder meetings and proxy statements, now or in the future, you may contact us at the address or telephone number above and we will promptly deliver a separate copy. Beneficial owners sharing an address, who are currently receiving multiple copies of the notice of stockholders meetings and proxy statements and wish to receive a single copy in the future, should contact their bank, broker or other holder of record to request that only a single copy be delivered to all stockholders at the shared address in the future.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

Director and Officer Owners

        The following table sets forth, as of November 14, 2012,below shows the number of common shares owned beneficially by any persons we know to be beneficial owners of more than five percent of our outstanding common shares,stock beneficially owned as of the close of business on November 13, 2015 by each of our directors nominees for director, and each of our current executive officers namedNamed Executive Officer listed in the 2015 Summary Compensation Table below, andas well as the number of shares beneficially owned by all of our directors nominees for director 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 2006 Equity Incentive Plan.

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, 2015, the only persons known by us to be the beneficial owner of more than 5% of our common stock was as follows:

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. Based on a review of our records and other information, we believe that during fiscal 2012,2015, 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. On June 29, 2012, Mr. Alan Hirschfield sold 8,043 sharesfor a late filing of Cantel common stock in an open market transaction but did not file a Form 4 by Mr. Charles M. Diker, Chairman. The late filing related to report the sale in a timely manner. Theof shares on January 5 and 6, 2015. Due to an administrative error, an incorrect Form 4 was filed two days late,within the required reporting period and once the error was discovered, on July 5, 2012, immediately afterFebruary 20, 2015, the filing omissioncorrect Form 4 was discovered.filed that day.

PROPOSAL 1

ELECTION OF DIRECTORS

        Our entire Board is elected each year at the Annual Meeting of Stockholders. The Board is currently comprised of tennine 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 and Governance Committee (Nominating Committee) and approved by the Board. The tennine nominees include sevensix 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" a director nominee must exceed the number of votes cast "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 the next Annual Meeting of Stockholders or until his or her successor has been elected or appointed.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 proxiesFOR the election of each of the nominees unless you indicate on the proxy card that your vote should be withheldagainst or abstain from voting with respect to any or all 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:

The Board recommends that you vote "FOR" the election of each of the tennine 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

        All of our directors and employees, including our Chief Executive Officer (CEO), Chief Financial Officer (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" link in the "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.

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" link in the "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 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 thatthe 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 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 2012,2015, Mr. Mark Diker's total compensation was approximately $35,000$40,000 and he was awarded 1,340927 restricted shares under the 2006 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 2012.2015.

BOARD MATTERS; COMMITTEES

Board Meetings and Attendance of Directors

        The Board held seven meetings, four regular meetings and three special meetings, during the fiscal year ended July 31, 2012.2015 (fiscal 2015). During fiscal 2012,2015, each of the directors attended 75% or more of the combined total meetings of the Board and the respective committees on which he served. Directors are required to make every reasonable effort to

attend the Annual Meeting of Stockholders. All ten 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 relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the 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 sevensix directors have no material relationship with us and are independent within the meaning of Rule 10A-3 of the Securities Exchange Act of 1934 (the Exchange Act) and within the NYSE definition of "independence": Alan R. Batkin, Ann E. Berman, Joseph M. Cohen, George L. Fotiades, Alan J. Hirschfield, Peter J. Pronovost, M.D., Ph.D.Laura L. Forese, and Bruce Slovin. 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' fees and equity grants under our 2006 Equity Incentive Plan. Pending approval of the 2016 Plan by the stockholders at this meeting, directors will also become eligible to receive equity awards under that 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.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 1-800-714-4521;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, 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" link in the "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" link in the "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: Assistant 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 committee financial 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 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 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 fivesix meetings during fiscal 2012,2015, 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. HirschfieldBatkin (Chairman), and Cohen and Batkin.Dr. Forese. 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 threefive meetings during fiscal 2012.2015. In discharging its responsibilities, the Compensation Committee, among other things, evaluates the CEO's performance and determines and approves the 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. Neither our management nor the Compensation Committee retained any compensation consultants in fiscal 2012.2015.

        Compensation Committee Interlocks and Insider Participation.Participation.    None of the directors who served on the Compensation Committee during fiscal 20122015 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, 2012,2015, 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. PronovostForese and Mr. Cohen.Slovin. The 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 meetingtwo meetings during fiscal 2012.2015.

Board Leadership Structure

        The CEO and Chairman roles at Cantel are separated between Andrew A. Krakauer and Charles M. Diker, respectively, in recognition of their differing responsibilities. The CEO is responsible for leading the organization's day-to-day performance, executing the 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 responsibleand 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 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 performance, increasing management accountability, and improving the ability of the Board to monitor whether management's actions are in the best interests of the Company and our stockholders.

Board Role in Risk Oversight

        The Board is responsible for oversight of the Company's management of enterprise risks. Cantel's senior management is responsible for the Company's risk management process and the day-to-day supervision and mitigation of enterprise risks. Management of the Company advises the Board on areas of material Company risk, including strategic, operational, financial, legal and regulatory risks. We do not believe our 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: Assistant 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 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

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

        Mr. Hansen commenced employment withhas served as President and COO of the Company onsince November 15,2014. Prior thereto, from November 2012 and servesto November 2014, he served as Executive Vice President and COO.COO of

the Company. He has been inalso 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.

        Mr. Clifford has served as Executive Vice President and Chief Financial Officer of the Company since March 2015. Prior to that,joining the Company, Mr. Clifford served in various financial positions with increasing responsibility for over twenty years. Since April 2009, he held leadership roles in Asia and Europe ranging from General Manager, Division head and Seniorwas Group Vice President of Global Operations Finance and Information Technology for Coloplast A/S.IDEX Corporation.

        Mr. Nodiff has served as our SeniorExecutive Vice President and General Counsel since November 2014. Prior thereto, from January 2005. In January 2009, Mr. Nodiff was also appointed Secretary.

        Mr. Sheldon, who has been employed by us in various executive capacities since2005 through November 1994, has2014, he served as our Senior Vice President and Chief Financial OfficerGeneral Counsel. He has also served as Secretary since November 2002. InJanuary 2009.

        Mr. Yellin has served as Senior Vice President—Corporate Development of the Company since March 2008,2013. Prior thereto, from April 2012 through March 2013, he served as Vice President—Corporate Development. From January 2011 through January 2012, Mr. SheldonYellin was also appointed Treasurer. Mr. Sheldon is a certified public accountant (CPA)an analyst in the Medical Devices & Life Science Tools segment of Citadel Asset Management and a chartered global management accountant (CGMA).from May 2009 through January 2011 he served as Managing Director, Senior Health Care Analyst at Millennium Partners.

        Mr. Anaya, who has been employed by us in various capacities since March 2002, has served as a Senior Vice President and Chief Accounting Officer of the Company since November 2003 and Controller since November 2002. Prior thereto, he2014. He previously served as our AssistantVice President and Controller. Mr. Anaya is a certified public accountant (CPA) and a chartered global management accountant (CGMA).

COMPENSATION DISCUSSION AND ANALYSIS

        The Compensation Committee of our Board discharges certain responsibilities of the Board with respect to compensation of the Company's executive officers, which, for the fiscal year ended July 31, 2012,2015, included our Chairman of the Board, and member of Office of the Chairman, Charles M. Diker; President/Chief Executive Officer (CEO) and member of Office of the Chairman,, Andrew A. Krakauer; SeniorPresident and Chief Operating Officer (COO), Jorgen B. Hansen; Executive Vice President and Chief Financial Officer (CFO), Peter Clifford; and Executive Vice President, General Counsel and Secretary, Eric W. Nodiff; SeniorNodiff. The foregoing individuals, together with our former Executive Vice President, Chief Financial Officer (CFO)CFO and Treasurer, Craig A. Sheldon; and Vice President and Controller, Steven C. Anaya (collectively,Sheldon (who retired in May 2015) are collectively referred to as the Named Executive Officers or NEOs).NEOs. All of the current NEOs also serve as members of the Office of the Chairman.

Objectives of Compensation Programs

        The primary objectives of the Company's compensation program are to:

•

Closely align the interests of the executive officers with those of the stockholders, and



•

Offer compensation opportunities 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 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.

What the Company's Compensation Program is Designed to Reward

        The Company's business plan emphasizes growth through the expansion of existing operations and the addition of new 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.

Role of Peer Group CEO Compensation Consultant and Survey Data

        Although theThe Compensation Committee has retained and worked with an independent consulting firm in the past, it elected not to do so for fiscal 2012. In addition, it did not utilize any specific survey data or benchmarking with respect to fiscal 2012 compensation.2015 compensation of the CEO or any of the other NEOs, though it has in the past and may do so in the future. Instead, the Committee relied on its own analyses and processes described herein in setting fiscal 20122015 compensation for the NEOs. In the future,

        Likewise, the Compensation Committee may elect todid not retain anany independent consulting firm to provide competitive pay data and compensation trends, analysis and recommendationsadvice with respect to executive compensation for fiscal 2015, though it has in the Company's CEOpast and other executive officers.may do so in the future.

Elements of the Compensation Program; Why the Compensation Committee Chose Each Element and How it Relates to the 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 equity element consists of stock options and restricted stock awards (subject to a risk of forfeiture) under the Company's Long Term Incentive Compensation Plan (LTIP). These elements complement each other and give the Compensation Committee flexibility to create compensation packages that provide short and long-term incentives in line with the Company's approach to compensation. Such approach is 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 interests with those of our stockholders.

        Base salary is the primary fixed element of the 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 (or its 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 amounts for the annual bonus opportunity are required to be established within 75 days after the commencement of the fiscal year and are based on achievement of one or more metrics described in the STIP. The exact annual metrics and targets to be used under the

STIP are approved by the Compensation Committee each year. In addition, under the STIP, the Compensation Committee has the flexibility to award additional discretionary bonuses to recognize and reward performance in excess of measurable performance objectives.

        Although Mr. Diker does not participate in the STIP, and doesfor fiscal 2015 Mr. Diker was entitled to receive a target bonus of $150,000 established by the Compensation Committee if the Company achieved the annual financial performance objectives imposed on executives under the STIP for fiscal 2015. However, Mr. Diker is not receive cash bonuses.entitled to any discretionary bonus for over-achievement of the performance objectives.

        For fiscal 2012,2015, the Committee established a target level, as a percentage of base salary, for each member of senior management for purposes of determining cash bonuses under the STIP. Achievement of the target levels was based on attainment of the Company's fiscal 20122015 targeted diluted non-generally accepted accounting principles (GAAP) earnings per share (EPS) and, in the case of division CEOs, budgeted operating income for the applicable division. 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.

        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. Through equity awards, the LTIP is designed to communicate and reinforce strategic, operational and financial objectives linked to creating 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.

        Equity awards (which may consist of restricted stock, stock options, stock appreciation rights or performance awards) are granted underin accordance with the LTIP to NEOs 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 consist of awards of the 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 common stock since the grant date thereof) are equity awards whose value depends on an increase in the Company's common stock price. TheFor more than the past five years, the Compensation Committee determined at the end of fiscal 2010 tohas awarded only restricted stock, and no longer grant stock options, to management under the LTIP and rather, to grant only restricted stock to management.LTIP. Grants of restricted stock have intrinsic value regardless of price appreciation, and may create a better identity of interests between management and other stockholders. In addition, the Committee believes that due to their intrinsic value, restricted shares may have a stronger retentive effect on management than stock options. Following fiscal 20122015, restricted stock awards were granted to management under the LTIP. Mr. Diker does not participate in the LTIP but is awarded restricted stock awards and stock options as an employee of the Company from time to time based on recommendations of the Compensation Committee and approval of the Board.

        The Compensation Committee typically imposes time-based vesting conditions on stock options and restricted stock awards because it believes that 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 (but not stock options) awarded under the LTIP are entitled to receive dividends we pay on our common stock.

Risk in Our NEO Compensation Program

        Our Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks. 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 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. ThePrior to fiscal 2015, we historically used metrics we use arethat were typically calculable in accordance with generally accepted accounting principles (GAAP)GAAP and audited at the end of the year. For fiscal 2015, we used non-GAAP EPS as the relevant metric. Also, for fiscal 2015, short-term incentives in the form of annual performance bonus payouts have beenwere established, depending on an executive'sa NEO's position, at between 40-85%50-100% of base salary for on-target performance. Under the STIP, the Compensation Committee may determine that extraordinary performance warrants a higher payout but with a cap of 200% of targeted bonus, which the Compensation Committee believes mitigates the likelihood that our executives will take excessive risks. In addition, stock options and restricted stock awards granted to employees generally vest annually over three years, so executives always have a significant amount of unvested awards that could decrease significantly in value if our business is not managed for the long-term. The Compensation Committee further retains discretion under both the STIP and LTIP to reduce or not pay awards under such plans due to ana NEO's misconduct or poor performance.

How the Compensation Committee Chose Amounts and Formulas for Each Element

        Base 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. InOn February 2012,1, 2015, the base salarysalaries of the CEO wasMessrs. Krakauer, Hansen and Nodiff were increased by 8.2%3.0%, from $485,000 to $525,000 in recognition of his contributions4.0% and the performance of the Company. The base salary of each of Messrs. Anaya, Nodiff and Sheldon was increased by 5.0%5.1%, respectively, in recognition of their contributions and the performance of the Company.Company and, in the case of Mr. Nodiff, to align his base salary with that of Mr. Clifford, who negotiated his salary upon becoming employed by the Company in March 2015 to succeed Mr. Craig A. Sheldon, former Executive Vice President, Chief Financial Officer and Treasurer, following his retirement. The Committee maintained the relative differences among them (other than the CEO) that had been established in prior fiscal years based on 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 CEO was due to his leadershipcurrent base salaries of the Company, expanded responsibilities with the growth of the Company and the excellent fiscal 2011 operating results of the Company. The base salary of Mr. Diker, who does not provide services to the Company on a full time basis, was established by the Board in recognition of his contributions to the Company. Mr. Diker's base salary of $250,000 was not changed during fiscal 2012. The base salary of the NEOs which will remain in effect through at least January 31, 2013, are as follows:

        Short-Term Incentive Plan.    For fiscal 2012,2015, the Compensation Committee chose non-GAAP EPS as the performance metric under the STIP, as well as for the target bonus compensation payable to Mr. Diker, to maintain a focus on increasing stockholder value and driving

superior financial performance. The Committee believes EPS is a key metric in measuring the Company's success and provides certainty and comparability since it is calculated in accordance with generally accepted accounting principlesGAAP and audited each year. However, it also recognizes that non-GAAP EPS (as 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. For purposes of the fiscal 2015 STIP, we calculated adjusted

diluted non-GAAP EPS by adjusting diluted GAAP EPS to exclude (i) amortization expense, (ii) acquisition related items impacting current operating performance including transactions and integration charges and ongoing fair value adjustments, (iii) the loss on sale of our Specialty Packaging business and (iv) the impairment of an acquired license. Specifically, for fiscal 20122015 the non-GAAP EPS performance target was EPS of $0.96.$1.37.

        For fiscal 2012,2015, the target incentive awards under the STIP, established as a percentage of base salary (and as a fixed dollar amount in the case of Mr. Diker), were set by the Compensation Committee as follows:

        The incentive award percentages of Messrs. Hansen and Nodiff under the STIP were increased following fiscal 2014 from 70% to 75% for Mr. Hansen and from 50% to 55% for Mr. Nodiff based on their individual performances and increased responsibility, as well as the Company's fiscal 2014 performance. Mr. Clifford's percentage of 55% is the same as Mr. Sheldon's percentage at the time of his retirement during fiscal 2015. However, as part of his negotiated compensation package upon commencement of his employment, Mr. Clifford was guaranteed at least 10% overage of his target incentive award for Mr. Krakauer was increased from 70% to 85%fiscal 2015 and the target incentive awards for Messrs. Nodiff and Sheldon were each increased by 5% from fiscal 2011. The increases were made in consideration of the continued growth and positive performance of2016 provided that the Company and the increased responsibilities of the NEOs.achieves its performance target for such fiscal years.

        In fiscal 2012,2015, the CompanyCompany's actual diluted non-GAAP EPS of $1.44 exceeded the EPS performance target of $0.96 compared to our actual EPS of $1.15.$1.37. Therefore, Messrs. Diker, Krakauer, Nodiff, SheldonHansen and AnayaNodiff each received his full target incentive award. Upon his retirement, Mr. Sheldon received a payment under the STIP for the portion of fiscal 2015 during which he was employed. Because Mr. Clifford was employed for only a partial year, he received 50% of his annualized target incentive award. In addition, because of the significant extent by which our actual EPS exceeded our performance target and our prior year's EPS, the surpassing of other financial targets such as cash flow and EBITDAS, as well as the successful integration of our most recent acquisitions, the Compensation Committee utilized its discretion under the STIP to award additional cash bonuses to our NEOs (exclusive ofother than Mr. Diker, who does not participate in our STIP). Total STIP awards to NEOs for fiscal 2012 were as follows:

        TheseDiker. The discretionary STIP awards increased the incentive-based awards by 90%30%. The percentagefactors considered by the Compensation Committee included the amount by which our actual diluted non-GAAP EPS exceeded our performance target, revenue and earnings growth, acquisition closings and integrations, and various other metrics as well as the recommendations of Mr. Krakauer. The Committee also considered the fiscal 2012 discretionaryrecommendation of Mr. Diker, who focused principally on historical bonus overage awards was increased relative to thebudgeted EPS over-achievement. Total STIP awards to current NEOs for fiscal 2011 awards due to the Compensation Committee's assessment of the Company's performance during fiscal 2012 relative to fiscal 2011.2015 were as follows:

        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 20122015 equity award targets for all NEOs other than Mr.Messrs. Diker and Krakauer based on a percentage of their base salary (described below). Mr. Diker is not a participant in the LTIP but has received equity awards from time to time upon the recommendation of the Compensation Committee and approval of the Board. All restricted stock awards to NEOs are subject to vesting in three equal annual installments beginning on the first anniversary of the grant date.

        The target incentive equity award percentages and fixed value award (in the case of Mr. Krakauer) were determined by the Compensation Committee to reflect the objectives of the LTIP and to give effect to the positions, responsibilities and contributions to the Company of each NEO. The percentages also reflect the Compensation Committee's historic view, based on past analyses which were not updated in fiscal 2012,2015, of market-based differences for similarly positioned executives at other companies.

        On October 15, 2012,12, 2015, the Compensation Committee awarded the NEOs restricted shares under the LTIP attributable to fiscal 20122015 performance based on the $25.56$54.23 closing price of Cantel common stock on the NYSE on thatOctober 9, 2015, the first business day immediately preceding the grant date. In addition, on October 12, 2015 the Compensation Committee awarded Mr. Diker a stock option to purchase 35,00015,000 shares at an exercise price of $55.36, 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 2012.2015.

        Mr. Krakauer was awarded 39,12527,660 shares of restricted stock, calculated by dividing $1,000,000$1,500,000 by $25.56.$54.23, the closing price of Cantel stock on the NYSE on the first business day immediately preceding the grant date. This represented a significant increase inthe same value fromas the prior fiscal year's restricted stock award to Mr. Krakauer. Following fiscal 2011, Mr. Krakauer was awarded 35,812 shares, which was calculated by dividing $485,000 by $13.54 (the closing price of Cantel common stock on the NYSE on the date of grant). The increase was in recognition of the Company's significant growth since Mr. Krakauer became President, and subsequently, CEO of the Company, as well as the 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 Messrs. Nodiff and SheldonMr. Hansen was calculated by (1) multiplying such NEO'shis base salary by the110% (his incentive award percentagepercentage) and (2) dividing the product by $25.56.$54.23 (and rounding up to the nearest 5 shares). The incentive award percentage for Mr. Hansen was increased to 110% from 100% the prior fiscal year in consideration of Mr. Hansen's increased responsibility as President and for his positive contributions to the Company.

        The number of shares of restricted stock issued to Mr. Anayaeach of Messrs. Clifford and Nodiff was calculated by (1) multiplying 50%their base salary by 100% (their incentive award percentage) and (2) dividing the product by $54.23 (and rounding up to the nearest 5 shares). Mr. Sheldon's restricted stock award. ThereClifford's award was no change inagreed upon as part of his compensation package upon joining the formulasCompany. The incentive award percentage for Mr. Nodiff was increased to 100% from 85% the prior fiscal year.year in consideration of his positive contributions to the Company and to match the agreed upon percentage for Mr. Clifford.

        Mr. Sheldon was not eligible to participate in the LTIP after his retirement was announced; his incentive award percentage with respect to fiscal 2014 (his last year of eligibility) was 85%.

        For the awards to Mr. Diker and the current NEOs, the Compensation Committee established the following payment percentages and, as a result, made the grants indicated:

        In addition to the foregoing awards, the Compensation Committee awarded Mr. Nodiff a "special" grant of 14,000 shares of restricted stock in May 2015 in consideration for his extraordinary efforts over numerous years in administering and supervising the Company's legal department, including acting as lead attorney on all significant acquisitions by the Company, building a high quality legal department, providing significant value to the Cantel executive team, and demonstrating an exceptional attitude and work ethic in the performance of his responsibilities.

Post-Retirement and Other Benefits

        Each of Messrs. Krakauer, Nodiff, SheldonHansen, Clifford and AnayaNodiff is party to a severance agreement with the Company that contains certain post-termination benefits. During fiscal 2015, Mr. Sheldon received benefits pursuant to a retirement agreement with the Company described below that recognized 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 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 loss of continued employment with the Company. We believe a "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' interests by encouraging them to continue to perform their duties adequately rather than simply receiving an award for completing a transaction.

        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" provisions in the severance agreements. A more detailed description of our severance agreements may be found below under the heading "Post Termination Benefits and Change in Control."

        Severance benefits also include the vesting of 100% of the executives' unvested stock options and unvested restricted stock awards 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 value attributable to the performance of the current management team.

        The severance agreements for our current NEOs provide equal benefits for each NEO that is a party to a severance agreement, 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 CEO (i.e., Mr. Krakauer)Krakauer (CEO) is entitled to two times the sum of the CEO'shis base salary and target bonus at the time of termination; a 15-year executive (e.g., Mr. Sheldon)Hansen (President and COO) is entitled to 18 months' base salary; and the other executives (i.e., Messrs. NodiffClifford and Anaya)Nodiff are entitled to 12 months' base salary. During fiscal 2012, the CEO was entitled to 18 months' base salary in this scenario. The Compensation Committee increased such amount on October 31, 2012 to (a) 24 months' base salary plus (b) two times Mr. Krakauer's annual target bonus based on the rate in effect as of the relevant termination date (currently 85% of his annual base salary). The change was made based on the Committee's perception of severance being paid to executives of other similar companies of similar position, responsibility, experience, qualifications, and performance. 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 President/COO 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 in control situation in recognition of his long service to the Company.

        In addition to the above benefits, we provide to Messrs. Krakauer, Nodiff, SheldonHansen, Clifford and AnayaNodiff: (1) term life insurance equal to one year's 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. We believe these perquisites and benefits are appropriate as part of a competitive benefits package. Mr. Diker is provided a 401(k) plan match.

Say-on-Pay Vote Response

        In evaluating our compensation process for fiscal 2012,2015, 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 thanapproximately 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, 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 that all executive compensation be fully deductible. Portions of Mr. Krakauer's, Mr. Hansen's and Mr. Nodiff's compensation are non-deductible. The compensation of all other NEOs is fully deductible.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed the "Compensation Discussion and 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 Discussion and 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, 2012.2015.

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

EXECUTIVE COMPENSATION

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

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 for the fiscal year ended July 31, 2012:2015:

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

Short-Term Incentive Plan

        Under the STIP, 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 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 the Compensation Committee, which establishes annual performance targets (the Performance Targets) for each Plan Year. Awards are based on the achievement of the Performance Targets, which are based on the attainment of specified levels of one 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 added of the Company or the subsidiary or division of the Company 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 2012,2015, the Compensation Committee utilizedestablished a Performance Target

of diluted non-GAAP EPS of $1.37, which was $0.13 higher than the Company's fiscal 2012 budgeted2014 non-GAAP EPS of $0.96.$1.24. In fiscal 2012,2015, the Company exceeded this Performance Target.

        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 2015 (with the actual target incentive award percentages determined by the Compensation Committee on an annual basis):

        For fiscal 2012,2015, the actual target incentive awards were set by the Compensation Committee as follows:

        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:

        For fiscal 2012,2015, none of the Division CEOs were NEOs.

        The target incentive award payable to each participant for 100% achievement of the Performance TargetsTarget (the Bonus Target) is calculated by multiplying the participant's base salary earned duringat the end of the relevant Plan Year by a designated percentage established by the Compensation Committee for such participant for such Plan Year.Year (generally pro-rated if a 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 (90% of the Performance Target) 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 under the STIP.

        For fiscal 2012, the Compensation Committee established the following payment criteria based on the achievement of the Performance Target:

        The actual awards for our NEOs under the STIP for fiscal 20122015 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 areto date have been granted under the Company's 2006 Equity Incentive Plan (the 2006 Plan), which is described below, and are subject to the terms thereof. If the 2016 Plan, described in more detail under Proposal 2 below, is approved by our stockholders at the meeting, no further options or awards will be granted under the 2006 Plan.

        Under the LTIP, 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 the CEO of the Company each year, subject to the approval of the Compensation Committee. The Compensation Committee administers the LTIP with respect to all participants. The annualized expected value of the participants' target awards under the LTIP are reviewed annually by the Compensation Committee. Except as described above with respect to the CEO, the Compensation Committee did not modify the annualized expected value of the participants' target awards under the LTIP for fiscal 2012 from the prior year.

        Performance based awards under the LTIP are contingent on acceptable individual performance as well as predetermined financial objectives of the Company or one or more of its subsidiaries or operating segments determined by the Compensation Committee. Performance based awards vest upon achievement of the designated performance criteria, which will be based on the attainment of specified levels of one 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 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 2012.2015.

        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 2006 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 of the date of termination of employment, (B) Retirement (as defined in the LTIP), all of the service-based stock options granted to the participant under the LTIP will automatically vest 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 2006 Plan.

        The actual awards for our NEOs under the LTIP for fiscal 20122015 are shown in the tables and discussed in Compensation Discussion and Analysis above.

2006 Equity Incentive Plan

        The 2006 Plan provides, and if approved by our stockholders at the meeting, the 2016 Plan will provide, for the granting of stock options, restricted stock awards, stock appreciation rights (SARs) and performance awards to our employees, including our executive officers. Non-employee directors also participate in the 2006 Plan. The 2006 Plan does not 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 calendar year may not exceed 75,000.year. Subject to the limitations set forth in the 2006 Plan, the Compensation Committee may delegate to our Chief Executive Officer 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, except that no delegation may be made in the case of awards to executive officers or directors or awards intended to qualify under Section 162(m) of the Code, or individual awards in excess of 1,500 restricted shares or 5,000 stock options (or aggregate awards during any fiscal quarter in excess of 5,000 restricted shares or 25,000 stock options) or such other parameters as may be set forth by the Compensation Committee in a subsequent resolution.

        The Plan permits the grant of non-qualified stock options, incentive stock options qualifying under Section 422 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 from the date of grant to 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 of the preceding as determined by the Compensation Committee. The Compensation Committee determines the terms of each stock option and SAR at the time of the grant. The exercise price of a stock option may not be less than the fair market value of our common stock on the date 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 stock options and SARs granted under the Plan may not exceed ten years.awards.

        Unless otherwise provided by the Compensation Committee, in the event of the termination of a participant's service as an employee or non-employee director for any reason other than the 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 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 theThe 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

employment or service with the Company is terminated as a result of the 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" 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.

        Under The 2006 Plan does not permit 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 servicerepricing of the recipient with us (in the case of restricted stock awards)options or the achievementexchange of oneunderwater options for cash 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 performanceother awards will be set by the Compensation Committee within the time period prescribed by Section 162(m) of the Code.without stockholder approval.

        Except to the extent that the Compensation Committee specifies a longer vesting schedule in the award agreement, restricted stock awards given to non-employee Directorsdirectors (and to employee Directorsdirectors 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 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 service with the Company as a Directordirector or employee terminates as a result of the recipient's death, any restricted stock 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 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 and, in connection with a change in control, to "cash out" any unvested restricted stock award, whether vested or unvested.award.

Risk Considerations in Our Compensation Program

        The Compensation Committee has considered the risks that may exist in the 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 held by each of our Named Executive Officers as of July 31, 2012.2015.

Equity Compensation Plan Information

        The following sets forth certain information These shares were granted to Mr. Clifford upon the commencement of his employment with the Company as part of July 31, 2012 with respect to our compensation plans under which Cantel securities may be issued:

Option Exercises and Stock Vested Table

        The following table provides information on stock option exercises and vesting of restricted stock during fiscal 2012:2015:

Post-Termination Benefits and Change in Control

Severance Agreements with NEOs

        The severance agreements with Messrs. Krakauer, Nodiff, SheldonHansen, Clifford and AnayaNodiff expire on July 31, 20142017 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' 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 stockholders hold at least 80% of the voting stock of the surviving entity, a sale of all or substantially all of the Company's assets, or the approval of a plan of complete liquidation by the 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, (prior to October 31, 2012 such benefit was limited to(2) in the case of the COO, 18 months' salary), (2) forbase salary paid in a lump sum, (3) in the case of NEOs other than the CEO and COO, one 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, (3)(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, (4)(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, (5)(6) all unvested stock options and unvested stock held by the NEO will automatically fully vest, (6)(7) 12 months (18 months in the case of the CEO, COO or any NEO who has completed at least 15 years of employment with the Company) of COBRA benefit premiums and (7)(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 Messr.Messrs. Krakauer, Nodiff, SheldonHansen, Clifford or AnayaNodiff 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 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 base salary and (ii) the greater of (A) a percentage of the NEO's base salary (which may range from 40%55% to 85%100%) or (B) the average of the NEO's prior two years' bonuses, (2) for the partial fiscal year in which

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 Messr.Messrs. Krakauer, Nodiff, SheldonHansen, Clifford or AnayaNodiff 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 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 ratedpro-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 Messr.Messrs. Krakauer, Nodiff, SheldonHansen, Clifford or AnayaNodiff 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 Messr.Messrs. Krakauer, Nodiff, SheldonHansen, Clifford or AnayaNodiff 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 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 employment terminates due to death, all unvested stock options and restricted stock awards then held by the NEO will automatically vest upon the termination of such NEO's employment. In the event of a termination of the 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 employment. In the event of a termination of the NEO's Employment due to Disability, any stock option or restricted stock award that would have vested within the 12 month period following the termination date but for the 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 held by ana NEO in the event the NEO's employment terminates for any reason.

Retirement Agreement—Craig A. Sheldon

        In April 2014, after announcing his intent to retire, Mr. Sheldon entered into a Letter Agreement with the Company under which Mr. Sheldon would be provided severance and other benefits upon his retirement in consideration for a customary release and waiver of claims from Mr. Sheldon. Upon his actual retirement in May 2015, Mr. Sheldon and the Company entered into a separation agreement as well as a consulting agreement described below.

        Mr. Sheldon continued to participate in the STIP for fiscal 2015 under which he was paid a bonus of $205,524 covering the portion of fiscal 2015 during which he was employed. In accordance with the terms of the separation agreement he received additional cash payments and benefits of $852,517. Mr. Sheldon ceased to participate in the LTIP following the announcement of his intended retirement

so was ineligible to receive any shares of restricted stock or other equity award with respect to fiscal 2015. However, all unvested shares of restricted stock held by Mr. Sheldon on the last date of his employment accelerated and fully vested on the last day of his employment.

        Upon his retirement, Mr. Sheldon entered 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 two years following Mr. Sheldon's retirement, the Company will pay Mr. Sheldon a lump sum of $220,000.

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 stock appreciation rightsSARs 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, 20122015 if such NEO (1) was terminated due to Disability, (2) died, (3) Retired, (4) werewas 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).

Director Compensation

        The table below summarizes the compensation paid by us to our directors for the fiscal year ended July 31, 2012,2015, other than Messrs. Krakauer and Diker, whose compensation is included in the Summary Compensation Table above.