Table of ContentsTABLE OF CONTENTS
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2020 Notice of Annual Meetingof Stockholders and2022 Proxy Statement
Thursday, March 5, 2020 | 8:00 a.m. Eastern Time
OurPURPOSE—to enable healthier liveseverywhere, every day—is driven by aPASSIONtobecome global champions for women’s health.
We succeed by fulfilling ourPROMISEto bringThe Science of Sure® alive through product quality,clinical differentiation, customer relationships andour team’s talent and engagement.
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We lived into our Purpose, Passion and Promise more than ever before. As a result, First, we
| | | Second, we used this cash flow to strengthen the Company for the future, investing $1.18 billion to acquire five businesses in our We also bolstered our future by placing 650 of our Panther molecular diagnostic instruments around the world. As the COVID-19 pandemic subsides, our laboratory customers can use these Panthers to run our other molecular diagnostic tests. Finally, we built new capabilities and customer relationships in our international businesses, which will help us accelerate growth in the future. | | | Third, we made an even bigger social impact on the world in two important ways. We released the findings of our inaugural Hologic Global Women’s Health Index, the first study to represent the health of 2.5 billion women and girls worldwide. The Index showed that women’s health needs are not being met globally, especially as it relates to preventive care. Second, we launched Project Health Equality to address the structural and cultural barriers that prevent Black and Hispanic women in the United States from receiving the highquality healthcare they deserve. The graphic below illustrates our accomplishments in fiscal
Our 6,700 employees Sincerely,   Stephen P. MacMillan | |
Chairman, President and Chief Executive Officer |
NOTICE OF ANNUAL MEETINGOF STOCKHOLDERS
250 Campus DriveMarlborough, Massachusetts01752
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 Thursday, March 10, 2022 8:00 a.m. Eastern Time  250 Campus Drive Marlborough, Massachusetts 01752  We continue to monitor COVID-19 developments and other circumstances, as well as guidance issued by relevant health organizations and we may determine that alternative arrangements are advisable or required, such as changing the date, time, location or format of the meeting. We will announce any such changes, as well as how to participate in the meeting, by press release and post additional information on our website. These changes and related determinations will be made and communicated in accordance with, and subject to, Delaware law and U.S. securities law requirements and guidance. | | | To Our Stockholders: | | ||||
| | The Annual Meeting of Stockholders of Hologic, Inc., a Delaware corporation (“Hologic” or the “Company”), will be held on March 10, 2022 at 8:00 a.m., Eastern Time, at the offices of the Company, 250 Campus Drive, Marlborough, Massachusetts 01752 for the following purposes: | | ||||||
| | 1. | | | To consider and act upon the election of the eight (8) nominees identified in the accompanying proxy statement to serve as directors for the ensuing year(Proposal No. 1); | | |||
2. | | | To conduct an advisory vote to approve our executive compensation(Proposal No. 2); | | ||||
3. | | | To ratify the appointment of Ernst & Young LLP as our independentregistered public accounting firm for fiscal | | ||||
4. | | | To transact such other business as may properly come before the meeting or any adjournment thereof. | | ||||
| | The foregoing items of business are more fully described in the proxy statement accompanying this Notice. | | ||||||
| | Our Board of Directors has fixed the close of business on January 11, 2022 as the record date. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the meeting. Stockholders who plan to attend the meeting must present valid photo identification. Stockholders of record will be verified against an official list available at the registration area. If your shares are held in the name of a bank, broker or other holder of record (an intermediary), please also bring to the Annual Meeting your bank or brokerage statement evidencing your beneficial ownership of Hologic stock to gain admission to the meeting; if you wish to vote these shares in person at the meeting, you must obtain a legal proxy from the holder of record of your shares and present it at the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date. | | ||||||
| | We are pleased to continue utilizing the Securities and Exchange Commission (SEC) rules that allow issuers to furnish proxy materials to their stockholders via the internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about January 20, 2022, we will mail to our stockholders of record as of January 11, 2022 (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice of Meeting and Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement and our Annual Report on Form 10-K. | | ||||||
| | Our Board of Directors appreciates and encourages stockholder participation in the Company’s affairs. Whether or not you plan to attend the meeting, it is important that your shares be represented. | | ||||||
| | January 20, 2022 By order of the Board of Directors, | | ||||||
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| | Mark W. Irving Vice President and Corporate Secretary | | ||||||
The foregoing items of business are more fully described in the proxy statement accompanying this Notice.TABLE OF CONTENTS
Our Board of Directors has fixed the close of business on January 8, 2020 as the record date. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the meeting. Stockholders who plan to attend the meeting must present valid photo identification. Stockholders of record will be verified against an official list available at the registration area. If your shares are held in the name of a bank, broker or other holder of record (an intermediary), please also bring to the Annual Meeting your bank or brokerage statement evidencing your beneficial ownership of Hologic stock to gain admission to the meeting; if you wish to vote these shares in person at the meeting, you must obtain a legal proxy from the holder of record of your shares and present it at the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date.
We are pleased to continue utilizing the Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about January 22, 2020, we will mail to our stockholders of record as of January 8, 2020 (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice of Meeting and Important Notice Regarding the Availability of
Our Board of Directors appreciates and encourages stockholder participation in the Company’s affairs. Whether or not you plan to attend the meeting, it is important that your shares be represented.
January 22, 2020Statement
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| Board Leadership Structure | | | | ||
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| Board Practices, Processes and Policies | | | | ||
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TABLE OF CONTENTSPROXY STATEMENT SUMMARY
| | Proposal | | | Board Recommendation | | | Page | |
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Election of Eight Directors | | FOR | | | ||||
| | Say-on-Pay: Advisory Vote to Approve Executive Compensation | | FOR | | | |||
| | Ratification of the Appointment of Ernst & Young LLP for fiscal | | FOR | | | |||
8, 202011, 2022 may attend the annual meeting. Stockholders who plan to attend the meeting must present a valid government-issued picture identification such as a driver’s license or passport. Stockholders of record will be verified against an official list available at the registration area. If your shares are held in the name of a bank, broker or other holder of record (an intermediary), please also bring your bank or brokerage statement evidencing your beneficial ownership of Hologic stock to gain admission. As the beneficial owner, you have the right to direct your intermediary on how to vote and are also invited to attend the meeting; however, since you are not the stockholder of record, you may not vote these shares in person at the meeting, unless you obtain a legal proxy from the holder of record of your shares and present it at the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date.Your Vote is Important
Vote By InternetGo towww.proxyvote.comand enter the 12-digit controlnumber provided on your proxycard or voting instruction form.
Vote By TelephoneCall 800-690-6903 or the number on your proxy card or voting instruction form. You will need the 12-digit control number provided on your proxy card or voting instruction form.
Vote By MailComplete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.
Vote In PersonSee the instructions above regarding attendance at the Annual Meeting.Voting:Stockholders as of January 8, 2020, the record date, are entitled to vote. Each share of common stock is entitled to one vote for each of the proposals presented at the meeting.
Electronic Stockholder Document Delivery
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Proxy Statement Summary
Performance Highlights
Hologic, Inc. is an innovative medical technology company primarily focused on improving women’s health through early detection and treatment. The Company operates in three main areas: Breast and Skeletal Health, Diagnostics and GYN Surgical. Our market-leading products include our innovative Genius 3D MAMMOGRAPHY technology, our ThinPrep Pap test, our Aptima infectious disease assays, our Panther and Panther Fusion fully automated molecular diagnostics instruments, our NovaSure device for endometrial ablation, and our MyoSure system for intrauterine tissue removal.
Over the past six years, under the guidance of a focused and motivated senior management team, almost all of whom joined the Company in fiscal 2014 or later, we have built a sustainable growth company. On average, revenue has increased by 6.0% annually over that time period, and our solid financial results in fiscal 2019 continued this trend. All three divisions contributed to total revenue growth of 4.6%, or 5.7% in constant currency, an acceleration compared to the prior year. Operational highlights from the year include:
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Financial highlights from fiscal 2019 are shown below:
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Performance Highlights | | | 49% Worldwide Revenue | 50.3% Organic Revenue | $1.18b | Capital Deployment | Invested $1.18 billion to acquire five businesses, diversifying our business and building for future growth. 18.9% Stock Price |
 4.6% | | 3.9% | | 21.1% | |||
| The price per share of our common stock increased 92m COVID-19 Tests Strengthening our diagnostic testing leadership, we provided 92 million highly accurate COVID-19 molecular tests to customers. |
Looking ahead, we are focused on driving sustainable, long-term growth, and believe we have significant opportunities ahead of us.
 Hologic, Inc. is an innovative medical technology company primarily focused on improving women’s health through early detection and treatment. The Company operates in the following main areas: Diagnostics, Breast and Skeletal Health, and GYN Surgical. Our market-leading products include our molecular diagnostic assays for SARS-CoV-2, our Panther and Panther Fusion fully automated molecular testing instruments, our ThinPrep Pap test, our Aptima infectious disease assays, our Genius 3D Mammography technology, our NovaSure device for endometrial ablation, and our MyoSure system for intrauterine tissue removal. | | |
Fiscal year 2021 was another strong year for Hologic. We | | |
As a result of our financial success, our core business is more diverse, with more growth drivers, than ever before. Our success has also enabled us to make an even bigger social impact on the world. Regardless of the future direction of the COVID-19 pandemic, we believe Hologic is well-positioned to succeed. Operational highlights from the year include: | | |
• Utilizing our strong cash flow, we executed against our M&A strategy to strengthen the Company for the future, investing $1.18 billion to acquire five businesses across our Diagnostics and Breast Health divisions. In Diagnostics, Biotheranostics offers molecular tests for breast and metastatic cancers. Diagenode enhances our test menu and development capabilities. And Mobidiag enables entry into the near-patient, acute care testing market. In Breast Health, Somatex adds surgical markers to our portfolio. And NXC Imaging, a long-standing US distributor, helps us get closer to customers and capture service revenue. Both internationally based, Diagenode and Mobidiag elevate the profile and capability of our international business which is already a strong source of growth. | | |
• We continued to live into our Purpose, Passion and Promise with our two highly accurate SARS-CoV-2 molecular assays. We provided approximately 92 million SARS-CoV-2 tests to customers in fiscal 2021 and expanded our Panther instrument installed base by approximately 650 units. By comparison, we have increased the Panther instrument installed base by two-thirds in two years, from just over 1,700 at the end of fiscal 2019 to nearly 2,900 at the end of fiscal 2021. | | |
• In our Breast Health division, despite COVID-19 pressures, we placed almost 950 Genius 3D Mammography systems in the United States, growing our installed base to nearly 8,700. The business is now more balanced than ever, operating across the entire continuum of breast health care, and well-positioned to succeed in fiscal | | |
| • Our GYN Surgical division is executing on plans to | |
• Finally, we launched two ground-breaking social initiatives made possible by our financial success. The first is Project Health Equality, an initiative launched to address the structural and cultural barriers that prevent Black and Hispanic women in the United States from receiving the high-quality healthcare they deserve. And second is the inaugural Hologic Global Women’s Health Index, the first study to represent the health, actions and experiences of 2.5 billion women and girls worldwide. The Hologic Global Women’s Health Index is an unprecedented, in-depth examination of critical markets for women’s health and showed that women’s health needs are not being met globally. | |
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Financial highlights from fiscal 2021 | |||||
Poised for long-term 5% to 7% organic growth, our core business is more diverse, with more growth drivers, than ever before. | |||||
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• We drove top line growth | |||||
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Proxy Statement Summary
Corporate Governance Highlights
Director Nominees
| Nominee and Principal Occupation | Age | Director Since | Current Committee Membership | |||||
 | Stephen P. MacMillan•Non-Independent | 56 | 2013 | ●N/A | ||||
 | Sally W. Crawford•Independent | 66 | 2007 | ●Lead Independent Director ●Compensation ●Nominating and Corporate Governance (CHAIR) | ||||
 | Charles J. Dockendorff•Independent | 65 | 2017 | ●Audit and Finance (CHAIR) | ||||
 | Scott T. Garrett•Independent | 69 | 2013 | ●Compensation (CHAIR) ●Nominating and Corporate Governance | ||||
 | Ludwig N. Hantson•Independent | 57 | 2018 | ●Compensation ●Nominating and Corporate Governance | ||||
 | Namal Nawana•Independent | 49 | 2018 | ●Compensation ●Nominating and Corporate Governance | ||||
 | Christiana Stamoulis•Independent | 49 | 2011 | ●Audit and Finance | ||||
 | Amy M. Wendell•Independent | 59 | 2016 | ●Audit and Finance |
Our Board Profile
Given its smaller size, our Board is a highly engaged group, with each member contributing and having his or her voice heard while supporting and appropriately challenging management.
We believe that a board composed of directors with diverse backgrounds, experiences, perspectives and viewpoints improves the dialogue and decision-making in the boardroom and contributes to overall Board effectiveness. Our Board is exceptionally balanced by age, gender and geographic experience. We believe the mix of experience, diversity and fresh perspectives on the Board serves to strengthen management and the Company.
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Proxy Statement Summary
Board Refreshment
Our Board has an on-going commitment to Board refreshment and to having highly qualified, independent voices in the boardroom. The Board believes the fresh perspectives brought by new directors are critical to a forward-thinking and strategic Board when appropriately balanced with the deeper understanding of our business provided by longer-serving directors.
Through purposeful refreshment, four new independent directors have been elected to our Board since December 2016. Since March 2016, eight directors have rotated off of our Board, including two representatives from the Icahn Group, one director who resigned due to a conflict with another board, and five who were among our longest-tenured directors (including a director who reached retirement age).
Currently, 50% percent of our directors have been on our Board for five years or less.
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| | Nominee and Principal Occupation | | | Age | | | Director Since | | | Current Committee Membership | |||
| |  | | | Stephen P. MacMillan (Non-Independent) Chairman, President and Chief Executive Officer Hologic, Inc. | | | 58 | | | 2013 | | | • N/A |
| |  | | | Sally W. Crawford (Independent) Former Chief Operating Officer Healthsource, Inc. | | | 68 | | | 2007 | | | • Lead Independent Director • Compensation • Nominating and Corporate Governance (CHAIR) |
| |  | | | Charles J. Dockendorff (Independent) Former Chief Financial Officer and Executive Vice President Covidien plc | | | 67 | | | 2017 | | | • Audit and Finance (CHAIR) |
| |  | | | Scott T. Garrett (Independent) Senior Operating Partner Water Street Healthcare Partners | | | 71 | | | 2013 | | | • Compensation (CHAIR) • Nominating and Corporate Governance |
| |  | | | Ludwig N. Hantson (Independent) Former Chief Executive Officer Alexion Pharmaceuticals, Inc. | | | 59 | | | 2018 | | | • Compensation • Nominating and Corporate Governance |
| |  | | | Namal Nawana (Independent) Executive Chairman Sapphiros | | | 51 | | | 2018 | | | • Compensation • Nominating and Corporate Governance |
| |  | | | Christiana Stamoulis (Independent) Executive Vice President and Chief Financial Officer Incyte Corporation | | | 51 | | | 2011 | | | • Audit and Finance |
| |  | | | Amy M. Wendell (Independent) Former Senior Vice President, Strategy & BD&L Covidien plc | | | 61 | | | 2016 | | | • Audit and Finance |
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The Board recognizes that a robustComposition and constructive evaluation process is an essential part of good corporate governance and Board effectiveness. The Board is committed to an annual evaluation process and recognizes this process promotes continuous improvement. Our Lead Independent Director also serves as ChairExperience
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Proxy Statement Summary
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Leadership Restructure and Succession Planning
When Mr. MacMillan restructured his leadership team at the end of fiscal 2017, eliminating the role of Chief Operating Officer and expanding his leadership team, he began driving even more urgency in commercial execution and also gained visibility to a broader range of business development opportunities more quickly. Following this leadership restructuring, growth rates for the Company’s largest businesses accelerated and the Company completed several key tuck-in acquisitions in the Breast Health division.
Proxy Statement Summary
Diversity Drives Performance
As our passion is to be global champions for women’s health, Hologic is committed to creating an inclusive and diverse work environment that promotes equal opportunity, dignity and respect, starting with our Board and our leadership team. As noted above, threepast 11 years, women have comprised over 30% of our directors, representing 38% of the Board, are women. Also, three of our directors were born outside of the United States, and two were predominantly educated outside of the United States, which promotes global diversity for our Board. Hologic seeks to identify and develop high-potential women and other diverse individuals within the Company, and we are seeing our next generation of leaders emerge. In addition to women moving into several key corporate roles (Chief Financial Officer, Chief Information Officer, Chief HR Officer, Treasurer, Vice President of Tax, Corporate Secretary and Chief of Staff), half of our domestic commercial leaders are women. Also, given that our commercial teams are an important pipeline for senior management, we are pleased that a significant number of our commercial team members below the level of vice president are women and/or people of color.
We don’t, however, set diversity targets or quotas. Rather, we strive to hire the most talented person for the job and believe that, over time, this will lead to an increasingly diverse workforce. As a part of finding the most qualified people, we are committed to ensuring that diverse slates of candidates are identified and considered. We believe our focus on talent identification, development, engagement and succession planning has been particularly successful in developing a deep talent pipeline.
Proxy Statement Summary
Governance
will helphelps us to sustain our success and build long-term stockholder value. We have in place Corporate Governance Guidelinesare committed to sound governance practices that provide a framework for the effective governance of the Company. We also have written charters for the Board of Directors’ standing committees, as well as a Code of Conduct applicable to all directors, officersour stockholders with meaningful rights and employees. Information about Hologic’s corporate governance practices and copies of the Corporate Governance Guidelines, committee charters and Code of Conduct are available atinvestors.hologic.com.We Believefoster strong independent leadership in Good Corporate Governanceour boardroom.
2019 Enhancements – Proxy AccessIn June of 2019, our Board proactively amended its Bylaws to allow proxy access. The proxy access Bylaw permits a stockholder, or a group of up to 20 stockholders, owning three percent (3%) or more of the Company’s outstanding common stock continuously for three years, to nominate as directors and include in our proxy materials the greater of two individuals or twenty percent (20%) of the Board. This construct was supported by our largest stockholders when we discussed potential adoption during our annual outreach meetings. ●Annual election of directors●Seven of our eight director nominees are independent●All committees consist solely of independent directors●Regular executive sessions of independent directors●Lead Independent Director●38% of our board nominees are women, including
our Lead Independent Director and Chair of our
Nominating and Corporate Governance Committee
and governance (ESG) matters and reportingStockholder Matters● Proxy access●Stockholders permitted to act by written consent●Stockholder right to request a special meeting●Annual say-on-pay advisory vote●No shareholder rights plan (poison pill)●Majority vote standard in uncontested elections
of directorsOther Best Practices ●No hedging or pledging of our securities permitted by executive officers or directors permitted ●Robust executive and director stock ownership guidelines ●Majority of shares may remove directors with or without causeSustainabilityWe are committed to improving the health of our communities, customers, patients and employees, and to ensuring that the decisions we make today have a positive effect on future generations. We understand that creating value for our stockholders is one of our fundamental obligations as a public company, but we know that how we create that value is important. In October 2016, we made our first sustainability disclosure, posting information on our website in four initial areas of focus: Energy and Greenhouse Gas Efficiency, Recycling/Reuse, Supply Chain and Workplace Health and Safety. In January 2020, we published our first Sustainability Report, available on our websitewww.hologic.com.Beyond numbers and statistics, we look for deeper meaning in our work. As employees, we focus on our Purpose as a company: to enable healthier lives, everywhere, every day. Within this Purpose, we place a special emphasis on the healthcare needs of women – it is our Passion to become global champions for women’s health. We are inspired by the deep belief that our success as a company will fundamentally improve the health of millions of women and families globally. By focusing on our unique Purpose, Passion and Promise, we strive to generate long-term, profitable growth that benefits not just our stockholders, but also our customers and patients around the globe.
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Proxy Statement Summary
of this proxy statement.
| | What We Do | | | What We Don’t Do | |
| | • Double-trigger for accelerated equity vesting upon a change of control • Golden parachute policy • Compensation recoupment (clawback) policy • Meaningful stock ownership guidelines for our CEO, non-employee directors and executive officers • Robust annual review of compensation program elements, each NEO’s role and responsibilities, performance metrics, practices of companies in our peer group and survey data • Independent compensation consultant • Compensation Committee of all independent, non-employee directors • Annual risk assessments | | | • No tax gross-ups on severance or change of control payments • No hedging/pledging of Hologic stock • No option repricing without stockholder approval • No excessive perquisites for executives • No excessive risk-taking in our compensation programs | |
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2019PROXY STATEMENT SUMMARY 2022 Proxy Statement ComponentRationale 
●Attract and retain talent with a competitive level of pay that reflects executive’s experience, role and responsibilities ●Cash Award
(“STIP”)(STIP) Award
●Incentivize and reward for corporate and individual performance●Drive achievement of
specific goals ●Cash Award based primarily on two metrics:●Adjusted Revenue●Adjusted EPS 
●Encourage long-term focus●Align interests of executives with stockholders●Attract and retain talent ●Equity Award●Annual vesting over three years 
●Encourage long-term focus●Align interests of executives with stockholders●Attract and retain talent ●Equity Award●Annual vesting over four years 
●Encourage long-term focus●Incentivize and reward for performance●Align interests of executives with stockholders●Attract and retain talent●Drive achievement of specific goals ●Equity Award●Cliff vest after three years, based on performance● ROIC (FY2021)ROIC●Relative TSR● Adjusted Free Cash Flow (FY2020)(FY2021) (“DCP”)(DCP) Contributions
●Incentivize and reward for performance●Attract and retain talent ●Cash Award●Annual vesting over three years of the named executives in 2019, excluding Mr. MacMillan’s matching grant.2021.
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2019 Annual Target CEO PayTABLE OF CONTENTS
2019 Annual Target Average NEO Pay($ in millions)
Proxy Statement Summary
CEO Pay for PerformancePay-for-Performance Alignment
Long-Term Focus
Financial results for one year are a snapshot of short-term performance. Our focus is on the long term. Since Mr. MacMillan joined the company in 2013, the
Under Mr. MacMillan’s leadership, revenue, on average, has increased by 12% annually over that time period, and our excellent financial results in fiscal 2021 bolstered this trend.
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●$4.0 billion net debt ●Declining organic sales and earnings ●No meaningful product pipeline | Net Debt Decreased to $2.5 Billion ●Disciplined approach to strengthening the balance sheet ●Eliminated all convertible debt from our balance sheet in 2018 | Growth in Sales ●Significant contributions by our commercial teams and international businesses drive sustainable growth, with our largest businesses gaining momentum | Acquisitions and Multiple New Product Launches ●Significantly improved the product pipeline from 2013 to 2019, resulting in numerous new product launches ●Executed on several smaller tuck-in acquisitions | ||
As a result | |||||
Executive Compensation Best Practices
| | 2013 | | | 2021 | | | | | | ||
| | • $4.0 billion net debt • Declining organic sales and earnings • No meaningful product pipeline | | | Net Debt Decreased to $1.9 Billion • Disciplined approach to strengthening the balance sheet • Eliminated all convertible debt from our balance sheet in 2018 | | | COVID-19 Tests Impact Public Health and Strengthens the Business • Provided approximately 92 million SARS-CoV-2 tests to customers • Expanded our Panther instrument installed base from just over 1,700 at the end of fiscal 2019 to nearly 2,900 at the end of fiscal 2021 • Executed against our M&A strategy to strengthen the Company for the future, investing $1.18 billion to acquire five businesses | | | Launched Two Ground-breaking Social Initiatives • Project Health Equality, an initiative to address structural and cultural barriers that prevent Black and Hispanic women in the United States from receiving the high-quality healthcare they deserve • Hologic Global Women’s Health Index, an in-depth examination of critical markers for women’s health, by country and territory, and over time that represents the feelings and actions of approximately 2.5 billion women and girls | |
| | | | AS A RESULT SHARE PRICE HAS INCREASED BY 243% SINCE 2013 | | |||||||
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Table of ContentsTABLE OF CONTENTS
Proxy Statement Summary
Stockholder Engagement
Targeted Outreach (Winter 2018 and Spring 2019)
During 2018 and 2019, we continued discussions with our largest stockholders regarding the December 2017 (fiscal 2018) special performance-based retention equity grant to Mr. MacMillan, reaching out to stockholders representing more than 50% of our outstanding shares. We also had numerous conversations on the subject with stockholders and investment analysts as part of our normal investor relations activities.
After we filed our proxy statement in January 2019, and, following negative say-on-pay vote recommendations from proxy advisory firms, we filed additional soliciting materials to respond to the advisory firms’ concerns. We then reached out again to a number of our largest investors to discuss the additional soliciting materials and answer any questions they might have. While during the course of our discussions, investors were interested in understanding the Board’s decision to award the grant, feedback from stockholders and investment analysts was overwhelmingly positive.
Annual Outreach (Fall 2019)
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Annual Outreach Feedback
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Proxy Statement Summary
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Proxy Statement Summary
Note About Forward-Looking Statements
and Website References
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. Hologic posts additional information on our website from time to time as the Board makes changes to our corporate governance practices.
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| | Candidate Recommendations | | |  | | | Nominating and Corporate Governance Committee | | | | | | Board of Directors | | | | | | Stockholders | |
| | • From search firms, directors, management and stockholders | | | • Considers current and future needs of the Board • Screens qualifications and considers diversity • Reviews independence and potential conflicts • Recommends nominee to the Board | | | • Evaluates candidates, analyzes independence and selects nominee | | | • Vote on nominees at Annual Meeting | |
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In addition to input on current governance and executive compensation topics and sustainability initiatives specific to Hologic, we invite discussion on any other topics or trends stockholders may wish to share with us. We believe that positive, two-way dialogue builds informed relationships that promote transparency and accountability. Management provides written and oral updates on the discussions with stockholders to our Lead Independent Director, Chairman, the Compensation Committee and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee in turn allocates specific issues to relevant Board committees for further consideration. Each Board committee reviews relevant feedback and determines if additional discussion and actions are necessary by the respective committee or the full Board. The Board considers stockholder perspectives, as well as the interests of all stakeholders, when overseeing company strategy, formulating governance practices and designing compensation programs. | | | YEAR-ROUND STOCKHOLDER ENGAGEMENT  |
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| |  During the “offseason”, we reached out to our top ten institutional stockholders representing approximately 50% of our shares | | |  | | | Meetings  We ultimately met with seven of our largest investors as part of this outreach | | | | | | Matters Discussed Business highlights for the fiscal year, our compensation plan design and changes to such design, and ESG progress | |
16 | | |
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| | At the beginning of the pandemic, we took precautions to protect the health of our employees based upon the standards set forth by regional governments — instituting robust hygiene practices, implementing temperature scanning stations, installing temporary structures, and increasing our cleaning protocols. We continue to actively respond to the COVID-19 pandemic and act and plan based on guidance from U.S and global health organizations, relevant governments and evolving practices. In addition, in response to the continuing challenges stemming from the COVID-19 pandemic, we developed several employee initiatives to support the physical, mental and financial well-being of our employees, including enhanced accident and critical illness insurance, enhanced telehealth, an employee assistance program and mental health therapy, coaching, medication management and self-care apps. | |
| | In addition, for front-line employees who came to work every day to develop and manufacture our COVID-19 tests, or who installed new Panther instruments in locked-down hospitals during the most uncertain times of the pandemic, we provided extraordinary financial awards in fiscal year 2020. For fiscal 2021, we used a portion of our fiscal year-end bonus pool to recognize exceptionally performing internal organizations, such as International and Diagnostics and frontline workers, who have contributed to our improved performance throughout the COVID-19 pandemic. In addition, as a reflection of our Global Leadership Team’s (GLT) gratitude, in the fourth quarter of fiscal 2021, we provided all of our employees a special, one-time cash bonus regardless of function and level (excluding members of our GLT, which includes the CEO, CFO and other NEOs). | |
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18 | | |
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stockholders at the 2021 Annual Meeting.
Upon recommendation from the Nominating and Corporate Governance Committee, the Board approved an exception to the Company’s retirement policy for non-management directors to permit Mr. Garrett to be nominated to serve an additional term as a member of the Board of Directors, due to his deep understanding of the Company and his unique perspective on expanding and building value in the life sciences and medical device industries, with a particular focus on diagnostics.
 |  | | | Our Board unanimously recommends that you vote“FOR”the nominees listed below. Management proxy holders will vote all duly submitted proxies FOR the nominees listed below unless instructed otherwise. | |
20 | | |
Proposal No. 1 - Election of Directors
In 2016 and 2017, respectively,experience. As a result, Ms. Wendell and Mr. Dockendorff joined the Board in 2016 and 2017, respectively; both of whom had been senior executives in a large, complex, global medical device company, hadhave operational and transactional experience and an understanding of the Company’s markets and customers. Ms. Wendell brings particular expertise in business development and strategy, which is key at a time when the Company is increasing its business development activity. Mr. Dockendorff brings extensive financial expertise for complex global healthcare organizations. In 2018, Mr. Nawana and Dr. Hantson joined the Board, each bringing strong global perspectives, hailing from and being educated outside of the United States, industry knowledge and executive leadership experience – key attributes as we seek to expand internationally and continue to focus on commercial and operational execution.
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| | Alignment of Director Skills and Strategy Hologic is an innovative medical technology company primarily focused on improving women’s health and well-being through early detection and treatment. We are focused on generating long-term, sustainable growth through commercial and operational execution, targeted acquisitions and international expansion, among other things. Our Nominating and Corporate Governance Committee has determined that each of our director nominees possesses the appropriate qualifications, skills and experience to effectively oversee our long-term business strategy. | | |||
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See also our Board Refreshment and Recruitment process on page 11 of this proxy statement for further information.
22 | ||
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Proposal No. 1 - Election of Directors
Stephen
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58 | | | Key Experience and Qualifications As our Chairman, President and Chief Executive Officer, Mr. MacMillan has direct responsibility for the Company’s strategy and operations. During his tenure at Hologic, Mr. MacMillan has set the Company’s vision, strategic direction and execution priorities. He is a unique leader who has led the Company through a period of dramatic transformation and revitalization, | |
| | Mr. MacMillan was appointed as President, Chief Executive Officer and a director in December 2013 and was elected Chairman of the Board in June 2015. From October 2012 to December 2013, Mr. MacMillan was the Chief Executive Officer of sBioMed, LLC, a biomedical research company. From 2003 to 2012, he served in various roles at Stryker Corporation, including Chief Operating Officer from 2003 to 2005, Chief Executive Officer from 2005 to 2012 and Chairman from 2010 to 2012. Prior to 2003, Mr. MacMillan was a senior executive with Pharmacia Corporation, where he oversaw five global businesses. Prior to joining Pharmacia, Mr. MacMillan spent 11 years with Johnson & Johnson in a variety of senior roles in both the U.S. and Europe, including as President of its consumer pharmaceuticals joint venture with Merck. Mr. MacMillan began his career with Procter & Gamble in 1985. Mr. MacMillan
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Former Public Company Boards •Stryker Corporation | ||||
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  Age 68
Committees • Compensation and Corporate Governance (Chair) | | | Key Experience and Qualifications Ms. Crawford’s service in various senior executive positions in the managed care sector and her continuing healthcare consulting practice contribute to her significant management and leadership experience and expertise in operational, regulatory and related disciplines applicable to our business and operations. | |
| | Ms. Crawford became Ms. Crawford earned a bachelor’s degree from Smith College and a master’s degree in communications from Boston University. | | ||
| | Other Current Public Company Boards | | ||
| | Former Public Company Boards •Universal American Corporation | |||
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67CharlesDockendorffDOCKENDORFF 
65
Director Since
2017
Committees●•Audit and Finance
(Chair) ●•Boston Scientific Corporation●•Haemonetics Corporation●•Keysight Technologies, Inc.
24 | |
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  Age 71 Committees | | | Key Experience and Qualifications Mr. Garrett’s previous experience as a Chief Executive Officer and in other senior leadership positions with biomedical and diagnostics companies enables him to bring to the Board an operational perspective as well as valuable insights and experience, particularly in the diagnostics space. | |
| | Mr. Garrett joined our Board in May 2013. Mr. Garrett is currently a Senior Operating Partner at Water Street Healthcare Mr. Garrett also serves on the boards of companies in which Water Street has an ownership interest. Mr. Garrett received a Bachelor of Science in mechanical engineering from Valparaiso University and a Master of Business Administration from Lake Forest Graduate School of Management. | | ||
| | Other Current Public Company Boards • HCW Biologics, Inc. | |||
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59LudwigHantsonHANTSON 
57
Director Since
2018
Committees
• Compensation●•Compensation●Nominating and Corporate Governance has beenwas the Chief Executive Officer of Alexion Pharmaceuticals, Inc., a global biopharmaceutical company, until its acquisition by AstraZeneca in July 2021. Prior to joining Alexion, he was President and Chief Executive Officer of Baxalta Incorporated.Incorporated, a biopharmaceutical company, until 2016. In July 2015, Dr. Hantson led Baxalta’s successful spin-off as a public company from Baxter International Inc., where he was President of Baxter BioScience. He joined Baxter in May 2010 and established the BioScience division as an innovative specialty and rare disease company. Prior to Baxter, from 2001 to 2010, Dr. Hantson held several leadership roles at Novartis AG, including CEO of Pharma North America, CEO of Europe, and President of Pharma Canada. Prior to Novartis, he spent 13 years with Johnson & Johnson in roles of increasing responsibility in marketing and R&D. Other Current Public Company Boards●Alexion Pharmaceuticals, Inc.
• Alexion Pharmaceuticals, Inc.●•Baxalta Incorporated
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  Age 51 Committees • Compensation | | | Key Experience and Qualifications Mr. Nawana brings to our Board a wealth of complex management and worldwide operational experience in the healthcare industry. He has | |
| | Mr. Nawana joined our Board in January 2018. In July 2021, Mr. Nawana Mr. Nawana holds an Honors degree in Mechanical Engineering and a Master of Medical Science from the University of Adelaide, South Australia, and an MBA from Henley Management College. | | ||
| | Former Public Company Boards | |||
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Christiana Stamoulis
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  Age 51 Committees | | | Key Experience and Qualifications Ms. Stamoulis’ strength in strategy and corporate finance, coupled with her extensive experience in executing initiatives for growth in the medical products field and related industries, enable her to provide valuable insights to the Board. She also contributes a unique perspective on financial and capital markets operations. | |
| | Ms. Stamoulis has been a director since November 2011. In February 2019, Ms. Stamoulis assumed the role of Executive Vice President and Chief Financial Officer of Incyte Ms. Stamoulis holds a Bachelor of Science in economics and a Bachelor of Science in architecture from the Massachusetts Institute of Technology (MIT). Additionally, she holds a Master of Business Administration from the MIT Sloan School of Management, where she focused on applied economics and finance. | |||
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26 | |
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  Age 61 Committees | | | Key Experience and Qualifications Ms. Wendell brings to our Board deep expertise in all areas of mergers and acquisitions, portfolio management, resource allocation and identification of new market opportunities, with a focus on the medical devices industry. This expertise, together with her extensive knowledge of developed and emerging markets as well as of early-stage technologies, enables her to provide valuable insights on strategy and potential growth opportunities. | |
| | Ms. Wendell was appointed to our Board in December 2016. From January 2016 until April Ms. Wendell holds a Bachelor of Science in mechanical engineering from Lawrence Technological University and a Master of Science degree in biomedical engineering from the University of Illinois. | | ||
| | Other Current Public Company Boards | | ||
| | Former Public Company Boards | |||
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Proposal No. 1 - Election of Directors
The Board, on behalf of the Company and its stockholders, oversees the management of the Company. While the Company’s senior officers, under the direction of the Chief Executive Officer, are responsible for the day-to-day operations of the Company, implementation of the strategic, financial and management policies of the Company, and preparation of financial statements and other reports that accurately reflect requisite information about the Company, the Board oversees these activities. Taking an active role in the Company’s strategic direction, the Board continually educates itself on the Company’s products, markets, customers, competition and culture. The Board assesses risk, evaluates management’s performance, plans for successors and provides overall guidance and direction to the Company.
Hologic’s governance responsibilities are built on a foundation of interactive dialogue with stockholders, written principles and continuous improvement, which we believe will help us sustain our success, build trust in the Company and continue to create long-term stockholder value. To that end, the Company has in place Corporate Governance Guidelines which are designed to assist the Company and the Board in implementing effective corporate governance practices. The Board has also adopted a Code of Conduct that applies to all of our employees, officers and directors and a Code of Ethics that applies specifically to senior financial officers (included as Appendix A to our Code of Conduct). These policies are publicly available on our website atinvestors.hologic.com. Hologic posts additional information on our website from time to time as the Board makes changes to our corporate governance practices.
Our Board believes that good governance requires not only an effective set of specific practices, but also a culture of responsibility and accountability throughout the organization. Governance at Hologic is intended to achieve both. Good governance ultimately depends on the quality of an organization’s leadership, and our Board is committed to recruiting and retaining directors and officers with proven leadership ability and personal integrity.
The Board has implemented corporate governance practices that it believes are both in the best interests of Hologic and our stockholders as well as compliant with the rules and regulations of the SEC and the listing standards of NASDAQ. The Board reviews these practices on an ongoing basis.
Strategy
One of the Board’s key responsibilities is overseeing the Company’s corporate strategy. The Board has deep expertise in strategy development and insight into the most important issues facing the Company. Using its knowledge, expertise and diverse composition, the Board regularly discusses the key priorities of our Company and its businesses, taking into consideration global economic, socioeconomic and regulatory trends, stakeholder interests and developments in healthcare.
Proposal No. 1 - Election of Directors
Risk
Our Board is responsible for risk oversight. A fundamental part of risk oversight is understanding the risks that we face, the steps management is taking to manage those risks, and assessing our appetite for risk. Risk management systems, including our internal auditing procedures, internal control over financial reporting and corporate compliance programs, are designed in part to inform management about our material risks. Our Board receives regular reports from management on matters relating to strategic and operational initiatives, financial performance and legal developments, including the related enterprise-risk exposures. The involvement of the Board in the oversight of our strategic planning process is a key part of its assessment of the risks inherent in our corporate strategy.
Each year, the Board also reviews an enterprise risk management report (ERM report) compiled by business leaders who have assessed risk throughout the business over a three-year horizon, focusing on financial risk, legal/compliance risk and operational/strategic risk. The ERM report details the Company’s top 10 risks as well as mitigating actions and plans relating to those risks. The ERM report includes a rolling three-year evaluation period reflecting mitigation activity progress and risk rating changes and is presented to and discussed with the Board each year. Underscoring the Board’s and management’s focus on enterprise risk are the individual performance objectives of the executive leadership team for fiscal 2020, which are aligned with the Company’s top enterprise risks, as identified in the ERM report.
While the Board has overall responsibility for risk oversight, each of the three standing committees of the Board regularly assesses risk in connection with executing their responsibilities. In particular, the Audit and Finance Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report from the Company’s internal auditors. At the Compensation Committee’s direction, its independent compensation consultant conducts a risk assessment of our executive compensation programs, and members of our internal legal, human resources and sales operations departments evaluate our other compensation programs. The Compensation Committee and its independent compensation consultant reviewed and discussed these assessments for fiscal 2019, and the Compensation Committee concurred with the assessment that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our business.
Human Capital Management
Attracting and retaining key talent is a high priority for our management team and our Board. At Hologic, we believe our people are our most important asset. They deliver on our Purpose, Passion and Promise with great ideas, innovations and leadership to propel our organization forward. Hologic offers a range of programs to develop our managers and drive effective leadership across the Company. Over the past several years, we have increased the number of women in commercial and executive leadership positions including our Chief Financial Officer and Chief Information Officer. In 2019, nearly 69% of our leadership roles were filled internally. Our Board encourages diversity and inclusion by setting the tone from the top. Valuing diversity and an inclusive culture helps to drive our innovation in women’s health and creates a stronger, more sustainable workforce.
Our culture is fueled by our talented and highly engaged workforce which has a positive impact on our performance and, more importantly, on our customers and their patients. To that end, we have been conducting an annual engagement survey since 2015 in which more than 90% of employees regularly participate, reflecting the emphasis we place on engagement.
To enhance the Board’s understanding of the Company’s culture and talent pipeline, the Board conducts meetings and schedules site visits at the Company’s locations, meets regularly with high-potential executives in formal and informal settings and also reviews and discusses the results of the Company’s annual employee engagement survey. During 2019, some of the informal interactions included, among other things, several members of our Board engaging in individual consultations with division teams, the Audit and Finance Committee Chair informally mentoring our CFO, and our Lead Director joining employees for the ringing of the opening bell at NASDAQ for breast cancer awareness month, including lunch and dinner with employees.
For more information on our commitment to engagement, diversity, talent, pay equity, access to healthcare and corporate philanthropy, see our newly issued Sustainability Report, available on our website atwww.hologic.com.
Proposal No. 1 - Election of Directors
Sustainability
We believe that sustainability issues should be integrated with our business strategy, led by our senior management team and overseen by our Board of Directors, rather than managed as a separate set of issues. We are committed to improving the health of our communities, customers, patients and employees, and ensuring that the decisions we make today have a positive effect on future generations. We understand that creating value for our stockholders is one of our fundamental obligations as a public company, and we know that how we create that value is important. In October 2016, we made our first sustainability disclosure, posting information on our website in four initial areas of focus: Energy and Greenhouse Gas Efficiency, Recycling/Reuse, Supply Chain and Workplace Health and Safety. In January 2020, we published our first Sustainability Report, available on our websitewww.hologic.com.
Beyond numbers and statistics, we look for deeper meaning in our work. As employees, we focus on our purpose as a company: to enable healthier lives, everywhere, every day. Within this purpose, we place a special emphasis on the healthcare needs of women – it is our passion to become global champions for women’s health. We are inspired by the deep belief that our success as a company will fundamentally improve the health of millions of women and families globally. By focusing on our unique Purpose, Passion and Promise, we strive to generate long-term, profitable growth that benefits not just our stockholders, but also our customers and patients around the globe.
The Board is responsible for overseeing management and planning for management successors. Succession planning starts with Mr. MacMillan, his team and the Compensation and Nominating and Corporate Governance Committees but is continued with the full Board. The Board devotes significant time on its agenda to succession planning, reviewing and discussing the succession plans for the CEO and each of his direct reports. In recent years, the Board and Mr. MacMillan have intensified their focus on succession planning. Mr. MacMillan provides a talent update at every Board and Compensation Committee meeting and the Board reviews in-depth succession plans at least annually, considering long-term, medium-term and short-term options. The Board also has exposure to succession candidates through their periodic participation in Board meetings and/or engagement outside of Board meetings.
While the Board, through the Nominating and Corporate Governance Committee, oversees stockholder matters and participates in meetings with stockholders, as appropriate, management has the principal responsibility for stockholder communications and engagement. As discussed below, management provides written and oral updates to the Board concerning stockholder feedback.
During 2019, we continued the year-round approach to stockholder engagement we implemented in 2015. In addition to discussions just before our Annual Meeting, we initiated discussions during a quieter period several months later, reaching out to a number of our largest stockholders, representing approximately 66% of our outstanding shares. Our Lead Independent Director participates in these meetings as requested.
In addition to input on current governance and executive compensation topics specific to Hologic, we invite discussion on any other topics or trends stockholders may wish to share with us. We believe that positive, two-way dialogue builds informed relationships that promote transparency and accountability. Management provides written and oral updates on the discussions with stockholders to our Lead Independent Director, Chairman, and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee in turn allocates specific issues to relevant Board committees for further consideration. Each Board committee reviews relevant feedback and determines if additional discussion and actions are necessary by the respective committee or full Board. The Board considers shareholder perspectives, as well as the interests of all stakeholders, when overseeing company strategy, formulating governance practices and designing compensation programs.
YEAR-ROUND STOCKHOLDER ENGAGEMENT
Proposal No. 1 - Election of Directors
Stockholder Communications with the Directors
In general, any stockholder communication directed to our Board or one of its committees will be delivered to our Board or the appropriate committee. However, the Company reserves the right not to forward to our Board any abusive, threatening or otherwise inappropriate materials. Stockholders may contact our Board and committees thereof by writing to them in care of Corporate Secretary, Hologic, Inc., 250 Campus Drive, Marlborough, MA 01752.
Table During 2021, the Board again considered and affirmed the current efficacy of Contents
Proposal No. 1 - Electionthe Lead Independent Director and combined Chairman/CEO structure for the Company. We have also discussed this structure with a number of Directors
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In addition to discharging the specific responsibilities identified above,below, Mr. MacMillan consults with Ms. Crawford on a variety of matters, including governance and strategy. As Lead Independent Director and Chair of the Nominating and Corporate Governance Committee, Ms. Crawford takes the lead in Board structure and composition. In addition, Ms. Crawford’s ability to assert independent leadership while working collaboratively with other directors, particularly evident when she served as chair of the Compensation Committee, as well as her diligence and preparedness, enable her to serve effectively as our Lead Independent Director and as Chair of our Nominating and Corporate Governance Committee. During 2019, the Board again considered and affirmed the current efficacy of the Lead Independent Director and combined Chairman/CEO structure for the Company. We have also discussed this structure with a number of our largest stockholders. While several advised that they do scrutinize combined Chair/CEO structures as a matter of practice, none expressed concern over this structure for Hologic.
28 | |
Proposal No. 1 - Election of Directors
| | Ms. Crawford, as Lead Independent Director, has significant responsibilities. Certain specific responsibilities are set forth in Hologic’s Corporate Governance Guidelines and include: • Presiding at the meetings of the Board at which the Chairman is not present; • Convening meetings of the independent directors, including executive sessions held in conjunction with each regularly scheduled Board meeting; • Serving as the principal liaison between the Chairman and the independent directors, including with respect to matters arising in executive sessions of the independent directors; • Working with the Chairman and the Nominating and Corporate Governance Committee to establish processes to assist the Board in the efficient discharge of its duties; • Approving Board meeting agendas as well as the quality, quantity and timeliness of information sent to the Board; • Approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items; • Recommending to the Chairman the retention of outside advisors, as appropriate, who report directly to the Board on board-wide matters; • Being available, if requested by stockholders, and when appropriate, for consultation and direct communication; and • Coordinating with the other independent directors in respect of each of the foregoing and performing such other duties as may be properly requested by the Board. | | | Mr. MacMillan’s responsibilities as Chairman of the Board are also set forth in our Corporate Governance Guidelines and include: • Presiding at meetings of the Board of Directors and stockholders; • Establishing processes to assist the Board in the efficient discharge of its duties; • Organizing and presenting agendas for Board meetings based on advice from the Lead Independent Director, Committee Chairs, directors and members of senior management; • Facilitating the proper flow of information to the Board and working to see that meetings are efficient and informative; • Working with the Nominating and Corporate Governance Committee to develop processes for structuring Committees and overseeing their functions, including assignments of Committee members and Chairs; • Working with the Nominating and Corporate Governance Committee to develop processes for development and succession planning for senior executives; and • Performing such other duties as may be properly requested by the Board. | |
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| Board Committees | ||||||||||||
| Name | Age | Position | Director Since | Audit and Finance | Compensation | Nominating and Corporate Governance | ||||||
| Sally W. Crawford | 66 | Director | 2007 |  | Chair | |||||||
| Charles J. Dockendorff | 65 | Director | 2017 | Chair | ||||||||
| Scott T. Garrett | 69 | Director | 2013 | Chair | | |||||||
| Ludwig N. Hantson | 57 | Director | 2018 | | | |||||||
| Namal Nawana | 49 | Director | 2018 | | | |||||||
| Christiana Stamoulis | 49 | Director | 2011 | | ||||||||
| Amy M. Wendell | 59 | Director | 2016 | | ||||||||
| Number of Meetings in Fiscal 2019 | 9 | 5 | 4 | |||||||||
| | | | | | | | | | Board Committees | | ||||||||||
| | Name | | | Age | | | Position | | | Director Since | | | Audit and Finance | | | Compensation | | | Nominating and Corporate Governance | |
| | Sally W. Crawford | | | 68 | | | Director | | | 2007 | | | | | ✔ | | | Chair | | |
| | Charles J. Dockendorff | | | 67 | | | Director | | | 2017 | | | Chair | | | | | | ||
| | Scott T. Garrett | | | 71 | | | Director | | | 2013 | | | | | Chair | | | ✔ | | |
| | Ludwig N. Hantson | | | 59 | | | Director | | | 2018 | | | | | ✔ | | | ✔ | | |
| | Namal Nawana | | | 51 | | | Director | | | 2018 | | | | | ✔ | | | ✔ | | |
| | Christiana Stamoulis | | | 51 | | | Director | | | 2011 | | | ✔ | | | | | | ||
| | Amy M. Wendell | | | 61 | | | Director | | | 2016 | | | ✔ | | | | | | ||
| | Number of Meetings in Fiscal 2021 | | | | | | | | | 9 | | | 5 | | | 4 | | |||
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Proposal No. 1 - Election of Directors
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| | | The Audit and Finance Committee is responsible for assisting our Board in the oversight of (i) our financial reporting process, accounting functions, internal audit functions and internal control over financial reporting, and (ii) the qualifications, independence, appointment, retention, compensation and performance of our independent registered public accounting firm. The Audit and Finance Committee also oversees financing and capital allocation strategies, reviews and approves financing transactions to the extent delegated by the Board, reviews the Company’s ability to enter into swaps and other derivatives transactions, and reviews the Company’s tax structure, among other things. The Audit and Finance Committee considers financial risk, including internal controls, and receives an annual risk assessment report from the Company’s internal auditors. The Audit and Finance Committee also reviews and approves related-party transactions (unless such review and approval has been delegated to another committee consisting solely of independent directors). None of the current or former members of the Audit and Finance Committee are employees of the Company and our Board has determined that each such member of the Audit and Finance Committee is independent (as independence is defined in the current listing standards of Audit Committee Financial Expert.The Board has determined that Mr. Dockendorff and Ms. Stamoulis each qualify as an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. | |
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Proposal No. 1 - Election of Directors
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| | | The primary functions of the Compensation Committee include: (i) reviewing and approving the compensation for each of our executive officers and other senior officers as the Compensation Committee deems appropriate; (ii) evaluating the performance, as it relates to their compensation, of the executive officers, other than the CEO (whose performance is evaluated by the Nominating and Corporate Governance Committee and the Board of Directors), and such other senior officers as the Compensation Committee deems appropriate; (iii) overseeing the administration and the approval of grants and terms of equity awards under our equity-based compensation plans; (iv) reviewing and approving other compensation plans as the Compensation Committee deems appropriate; (v) general oversight of risks associated with our compensation policies and practices; and (vi) approving and/or recommending for review and approval by the Board compensation for members of the Board, and each committee thereof. The Board and Compensation Committee may delegate limited authority to executive officers or other directors of the Company to grant equity awards to non-executive officers. Currently, our Senior Vice President, Human Resources, has been delegated such authority, subject to the terms, conditions and limitations previously approved by the Compensation Committee and the Board, with each of the President and Chief Executive Officer and the Chief Financial Officer authorized to serve as an alternate to the Senior Vice President, Human Resources. | |
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| | | The Nominating and Corporate Governance Committee is responsible for recommending to the Board potential candidates for director and considering various corporate governance issues, including evaluating the performance of the Board and its committees, developing and periodically reviewing our Corporate Governance Guidelines, reviewing and recommending to the Board any changes to the committee charters, recommending the composition and chair of our Board committees, monitoring compliance with our stock ownership guidelines, evaluating the performance of our CEO annually, | |
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Proposal No. 1 - Election of Directors
11, 2021.
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Proposal No. 1 - Election of Directors
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The Compensation Committee, in conjunction with the Board, These compensation changes, which were recommended by and reviewed with the Compensation Committee’s independent compensation consultant, | |
34 | |
Proposal No. 1 - Election of Directors
| | Cash Retainers | | | | |
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Cash retainers are paid quarterly at the beginning of each quarter. In fiscal | | |
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Proposal No. 1 - Election of Directors
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| | We believe that stock ownership by our non-employee directors aligns the interests of our directors with the long-term interests of our stockholders. Accordingly, the Company has significant stock ownership guidelines in place. In June 2015, the Board of Directors strengthened these ownership guidelines by increasing them for non-employee directors from three times annual base cash retainer to five times annual base cash retainer. Each non-employee director is expected to meet this ownership guideline within five years of his or her election to the | |
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | ||||||
| Sally W. Crawford | 122,000 | 99,986 | 99,998 | 321,984 | ||||||
| Charles J. Dockendorff | 99,375 | 99,986 | 99,998 | 299,359 | ||||||
| Scott T. Garrett | 99,000 | 99,986 | 99,998 | 298,984 | ||||||
| Ludwig N. Hantson | 60,000 | 127,361 | (2) | 127,381 | (2) | 314,742 | ||||
| Namal Nawana | 81,500 | 99,986 | 99,998 | 281,484 | ||||||
| Christiana Stamoulis | 80,000 | 99,986 | 99,998 | 279,984 | ||||||
| Amy M. Wendell | 80,000 | 99,986 | 99,998 | 279,984 |
| | Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Total ($) | |
| | Sally W. Crawford | | | 159,375 | | | 104,982 | | | 104,992 | | | 369,349 | |
| | Charles J. Dockendorff | | | 124,688 | | | 104,982 | | | 104,992 | | | 334,662 | |
| | Scott T. Garrett | | | 120,000 | | | 104,982 | | | 104,992 | | | 329,974 | |
| | Ludwig N. Hantson | | | 97,500 | | | 104,982 | | | 104,992 | | | 307,474 | |
| | Namal Nawana | | | 97,500 | | | 104,982 | | | 104,992 | | | 307,474 | |
| | Christiana Stamoulis | | | 97,500 | | | 104,982 | | | 104,992 | | | 307,474 | |
| | Amy M. Wendell | | | 97,500 | | | 104,982 | | | 104,992 | | | 307,474 | |
(1) | The value of Stock Awards and Option Awards represents the grant date fair value of such award. The fair value of Stock Awards, which are RSUs, is based on the closing price of our common stock on the grant date. The fair value of Option Awards, which are stock options, is determined by use of a binomial lattice model. For a detailed description of the assumptions used to calculate the grant date fair value of stock options, see Note |
| Name | Number of Units of Stock that have not Vested (#) | Number of Shares Subject to Option Awards Held (#) | ||
| Sally W. Crawford | 2,136 | 51,587 | ||
| Charles J. Dockendorff | 2,136 | 19,470 | ||
| Scott T. Garrett | 2,136 | 72,681 | ||
| Ludwig N. Hantson | 2,136 | 8,535 | ||
| Namal Nawana | 2,136 | 15,187 | ||
| Christiana Stamoulis | 2,136 | 60,783 | ||
| Amy S. Wendell | 2,136 | 22,390 |
| | Name | | | Number of Units of Stock that have not Vested (#) | | | Number of Shares Subject to Option Awards Held (#) | |
| | Sally W. Crawford | | | 1,478 | | | 52,818 | |
| | Charles J. Dockendorff | | | 1,478 | | | 31,847 | |
| | Scott T. Garrett | | | 1,478 | | | 49,708 | |
| | Ludwig N. Hantson | | | 1,478 | | | 20,912 | |
| | Namal Nawana | | | 1,478 | | | 27,564 | |
| | Christiana Stamoulis | | | 1,478 | | | 49,708 | |
| | Amy S. Wendell | | | 1,478 | | | 34,767 | |
36 | |
Name | | Age | | | Title | | ||
| | Stephen P. MacMillan | | 58 | | | Chairman, President and Chief Executive Officer | | |
| | Karleen M. Oberton | | 52 | | | Chief Financial Officer | | |
| | John M. Griffin | | 61 | | | General Counsel | | |
Elisabeth (Lisa) A. Hellmann | | 53 | | | Senior Vice President, Human Resources | | ||
| | Sean S. Daugherty | | | 46 | | | Group President, Breast/Skeletal Health and GYN Surgical Solutions | |
| | Kevin R. Thornal | | 48 | | | Division President, | | |
Jan Verstreken | | 54 | | | Group President, | |
Ms. Oberton
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| | Ms. Oberton became our Chief Financial Officer in August 2018. She joined Hologic in 2006 as corporate controller and was promoted to Chief Accounting Officer in 2015. Before joining Hologic, Ms. Oberton served as senior corporate controller of Immunogen from 2004 to 2006. Prior to that, she was an Audit Senior Manager in Ernst & Young’s Life Science practice and in Arthur Andersen’s High Technology practice. Ms. Oberton was an active Certified Public Accountant for more than 18 years and holds a Bachelor of Science in Business Administration from Merrimack College. She is a member of Merrimack College’s Leadership Council. | |
| |  | | | General Counsel | |
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Mr. Griffin
 |
Mr. Griffin joined us in February 2015 as General Counsel with nearly 30 years of experience across a broad spectrum of legal matters. Mr. Griffin worked at Covidien from 2000 to 2015 where he most recently served as Vice President, Deputy General Counsel. Previously, from 1994 to 2000, Mr. Griffin served as Assistant United States Attorney in Boston, Massachusetts, and prosecuted complex criminal cases. He began his career at Nutter, McClennen & Fish in Boston. Mr. Griffin currently serves on the board of directors for Por Cristo in Boston and New England Legal Foundation. He also serves as Treasurer and on the Board of Directors for Health Care Volunteers International. He has a Juris Doctor degree from Harvard Law School and a Bachelor of Arts in political science from Columbia University. | ||
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Ms. Bebo
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| | Ms. | |
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| |  | | | Group President, Breast/Skeletal Health and GYN Surgical Solutions | |
| | Mr. Daugherty was promoted to Group President, Breast/Skeletal Health and GYN Surgical Solutions in August 2020. He joined Hologic in May 2017 as Vice President | |
| |  | | | Division President, Diagnostic Solutions | |
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Executive Officers
Mr. Thornal
 |
Mr. Thornal became the President of our Diagnostics Solutions Division in July 2019. He joined Hologic in 2014 as Vice President, Customer Experience, Field Service and Clinical Applications for the Breast and Skeletal Health division. He transitioned to Vice President, Breast and Skeletal Health for the Europe, Middle East and Africa region in early 2016, and was promoted to President of Hologic’s Medical Aesthetics Division in July 2017. Prior to joining Hologic, Mr. Thornal worked at Stryker from 2004 to 2014 in positions of increasing responsibility in sales, marketing, and mergers and acquisitions. Throughout his career, he has established a track record of leading businesses that deliver strong growth and commercial excellence. Mr. Thornal previously played professional football, including a short stint with the Atlanta Falcons. He holds a Bachelor of Arts in History, with minors in English and Secondary Education, from Southern Methodist University. | |
| |  | | | Group President, International | |
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Mr. Valenti
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| Global Management and the Levinson Institute at Harvard. | |
38 | |
Each
Our Compensation Committee continually evaluates the design and direction of our compensation structure. Previously, in response to stockholder feedback, we introduced performance stock units (PSUs) tied to return on invested capital (ROIC) as a significant component of long-term equity awards. After careful consideration, effective for fiscal 2017 long-term equity awards, the Compensation Committee determined to add relative total shareholder return (TSR) as an additional performance metric applicable to the PSUs. In our discussions with stockholders, there continues to be strong support for the TSR and ROIC metrics, as well as our TSR construct, which sets target at median and does not have an absolute component. Effective for fiscal 2020 long-term equity awards, the Compensation Committee added adjusted free cash flow (FCF) as an additional performance metric applicable to the PSUs. Stockholders expressed appreciation for the considered, balanced approach in utilizing atwo consistent absolute metric (ROIC)metrics (ROIC and FCF) and a relative metric (TSR) for PSUs. Most recently, effective
Stockholders are urged to readmetrics with our CD&A, beginning on page 39,investors and take into account the section entitled “Executive Compensation Tables” beginning on page 65 for additional details about our executive compensation programs, including information aboutfeedback as we evaluate the fiscal 2019 compensationdesign of our NEOs.
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Proposal No. 2 - Non-Binding Advisory Vote to Approve Executive Compensation
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| | | Our Board of Directors unanimously recommends that you vote“FOR”the approval of this resolution. Management proxy holders will vote all duly submitted proxies FOR approval unless instructed otherwise. | |
proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K.
40 | |
25, 2021.
Name | | | Title | | |
| | Stephen P. MacMillan | | | Chairman, President and Chief Executive Officer (CEO) | |
| | Karleen M. Oberton | | | Chief Financial Officer (CFO) | |
| | Sean S. Daugherty | | | Group President, Breast/Skeletal Health and GYN Surgical Solutions | |
| | John M. Griffin | | | General Counsel | |
| | Kevin R. Thornal | | | Division President, | |
Building on our success in the second half of fiscal 2018,
(1) | The definition of non-GAAP adjusted EPS as used as a performance measure in our Short-Term Incentive Plan and areconciliation of non-GAAP adjusted EPS to GAAP EPS is provided in Annex A to this proxy statement. |
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| | Diagnostics | | | Breast Health | | |||
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Diagnostics | ||||||||
revenue increased 76% (72% in constant currency) to $3.70 billion. Growth was |
In molecular diagnostics, we fueled our razor/razor-blade business model by placing about 650 Panther instruments worldwide. Using these Panthers, laboratory customers can leverage our broad assay menu and consolidate their testing on our platform. Our global installed base of almost 2,900 Panther systems has positioned the business for solid growth for years to come. And to further strengthen our business for the future, we acquired Biotheranostics, a leader in molecular tests for breast and metastatic cancers. | | | Breast Health revenue grew 17% (16% in constant currency) to $1.35 billion. In recent years, we have diversified our Breast business across the full continuum of patient care with new product introductions and acquisitions. In fiscal 2021, sales of capital products, as well as service revenue, rebounded from pandemic lows. Growth was further driven by increased sales of software and hardware upgrades such as Clarity HD and Intelligent 2D, biopsy products such as Brevera, and surgical products such as Localizer. In addition, we acquired Somatex to broaden our portfolio of surgical markers. We expect continued growth for the Breast business based on strong commercial execution and market share gains for our clinically differentiated and market-leading Genius 3D Mammography systems. In addition, the productivity of our internal R&D will continue to bolster growth as we leverage our installed base with new add-on products, including artificial intelligence tools. | | |||
| | Surgical | | | International | | |||
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GYN Surgical | ||||||||
Our MyoSure system for hysteroscopic tissue removal and our NovaSure product for endometrial ablation continue to lead their respective categories and improve women’s lives worldwide. |
At the same time, we | | | International revenue, which includes sales from all our divisions, grew a stellar 90% (78% in constant currency) to $1.73 billion. Our response to the COVID-19 pandemic has helped us | ||||
almost 40% of our total COVID test sales came internationally. We | ||||||||
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Compensation Discussion and Analysis
All four financial performance metrics we use in our compensation plans, adjusted EPS(1), adjusted revenue(2), return on invested capital (ROIC)(3)and relative total shareholder return improved from fiscal 2018 to fiscal 2019.
Overall, we continued to execute on strategies to accelerate growth in fiscal 2019 and posted very good results. We believe that we are entering 2020 with strong momentum both strategically and operationally.
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Our Journey to Sustainable Growth | | |
| | Since Mr. MacMillan joined the Company in early | |
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Compensation Discussion and Analysis
Emphasis on Performance-Based Total Direct Compensation
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Performance Measures Link to Strategy
Balanced Approach to Long-Term Incentives
| | | Target | | | Maximum | | ||
Compensation Discussion and Analysis
Pay-For-Performance Alignment
Goal Rigor
2019 STIP
| Adjusted Revenue | | | Represents approximately | |||||
| | | Represents approximately | | |||||
| | Adjusted EPS | | | Represents approximately | | | Represents approximately 151.9% growth over prior year adjusted EPS. | |
atin line with prior year actualadjusted results, -if there is no growthbut we also factor in adjusted revenue or adjusted EPS as comparedunpredictability regarding the future demand for SARS-CoV-2 tests and the exceptional demand for SARS-CoV-2 tests that we saw in fiscal 2021 to the prior year actual results, there is no payout under the applicable target.2019create challenging targets with maximum funding only occurring through exceptional results. Target ROIC Actual ROIC for fiscal 2019 was 13%.Three-year average 15%26%. 2019 Compensation Decisions●Increased base salaries for NEOs ranging from 3% to 5.6%. Mr. MacMillan’s base salary increase is 3% pursuant to the terms of his Employment Agreement.●The funding the 2019 STIP was based on the achievement$1,100M, measured during fiscal 2021. pre-determined adjusted revenue and adjusted EPS goals.$1,800M.
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Compensation Discussionthe very strong outcomes in performance-based compensation for fiscal 2020, and Analysis
Mr. Daugherty’s base salary did not increase given his compensation increases in connection with his promotion to Group President in August 2020.
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bonuses.
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Compensation Discussion and Analysis
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| | The Compensation Committee spent time during | |
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| | Following the end of fiscal 2020, in connection with the approval of our Company-wide STIP pool, life-enhancing bonuses were provided to our frontline workers across our global manufacturing, field service and sales organizations. For fiscal 2021, we used a portion of our fiscal year-end bonus pool to recognize exceptionally performing internal organizations, such as International and Diagnostic Solutions and frontline workers, who have contributed to our improved performance throughout the | |
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| | | What We Do | | |  | | | What We Don’t Do | |
| | • of control • • • • • • • | | | • • • • • | | ||||||
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Compensation Discussion and Analysis
Element | | Form | | | Purpose | | ||
| Base Salary | | | Cash (fixed) | | | Provides a competitive level of pay that reflects the executive’s experience, role and | |
| Short-Term Incentives | | | Cash (variable) | | | Rewards achievement of individual, business segment/function and/or overall corporate results for the most recently completed fiscal | |
| Long-Term Incentives | | | Equity (variable) | | | Provides meaningful incentives for management to execute on longer-term financial and strategic growth goals that drive stockholder value creation and supports the Company’s retention | |
| Deferred Compensation | | | Cash (variable) | | | Rewards achievement of corporate results and individual performance for the most recently completed fiscal year and also serves as a differentiating recruiting tool and retention | |
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Compensation Discussion and Analysis
|
Compensation Discussion and Analysis
The base salaries for our NEOs for fiscal 20192021 were as follows:
| Base Salaries of NEOs(1) | ||||||||
| NEO | FY2019 Salary ($) | FY2018 Salary ($) | Percentage Increase (%) | |||||
| Stephen P. MacMillan | 1,060,900 | 1,030,000 | 3.0 | % | ||||
| Karleen M. Oberton | 475,000 | 450,000 | (2) | 5.6 | % | |||
| John M. Griffin | 495,000 | 470,000 | 5.3 | % | ||||
| Kevin R. Thornal | 450,000 | — | (3) | N/A | ||||
| Peter J. Valenti, III | 510,000 | 490,000 | 4.1 | % | ||||
| | | | Base Salaries of NEOs(1) | | | | |||||
| | NEO | | | FY2021 Salary ($) | | | FY2020 Salary ($) | | | Percentage Increase (%) | |
| | Stephen P. MacMillan | | | 1,092,727 | | | 1,092,727 | | | 0.0% | |
| | Karleen M. Oberton | | | 550,000 | | | 500,000 | | | 10.0% | |
| | Sean S. Daugherty | | | 460,000 | | | 460,000 | | | 0.0%(2) | |
| | John M. Griffin | | | 530,000 | | | 515,000 | | | 2.9% | |
| | Kevin R. Thornal | | | 475,000 | | | 450,000 | | | 5.6% | |
(1) | Reflects base salaries set at the beginning of the fiscal year indicated. |
(2) | Mr. Daugherty was promoted to Group President in August 2020 and his compensation was adjusted at that time. |
Short-Term Incentive Plan
| 1. | Establish Payout Opportunities.Targeted payout levels are expressed as a percentage of base salary and established for each participant. An individual’s bonus components are determined by such individual’s title and/or role. Bonus payouts could range from 0% to 200% of targeted payout levels (e.g., the maximum bonus payout for an individual with a targeted payout level of 50% of annual base salary would be 100% of annual base salary). |
| 2. | Determine Financial Objectives.The corporate financial goals under the |
| 3. | Set Individual Performance Objectives.The |
| 4. | Calculate Funding Levels.The overall funding level of the STIP is generally determined based upon the Company’s performance against the established targets. Funding of the STIP is contingent upon achieving the threshold level for at least one of the two corporate performance objectives. If neither corporate performance objective threshold is met, there is no payout under the STIP. |
| 5. | Approve Individual Awards.Individual bonus awards for NEOs were calculated based upon the targeted payout levels and achievement of corporate financial and individual performance objectives. |
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(1) | Expressed as a percentage of base salary |
Compensation Discussion and Analysis
20192021 Performance Objectives and Results
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| | Adjusted revenue, which is intended to reflect organic growth, is calculated on a constant currency basis using budgeted foreign currency exchange rates and, pursuant to the terms of our STIP, is also adjusted (i) to remove the effect of acquisitions or dispositions (including the discontinuance of a product or product line other than in the ordinary course of business) that are completed during the reporting period that materially affect the Company’s consolidated revenue; and (ii) to exclude any acquisition-related accounting or other effects that are excluded in the calculation of adjusted EPS. Revenue and net income that measures. | |
| | For fiscal | |
| | ADJUSTED EPS.This metric is used by management to evaluate our historical operating results and as a comparison to competitors’ operating results. The Committee agrees with this approach and uses this non-GAAP measure as a performance measure in the STIP. | |
| | Adjusted EPS is calculated as set forth inAnnex A. This financial measure adjusts for specified items that can be highly variable or difficult to predict, as well as certain effects of acquisitions and dispositions that may not necessarily be indicative of operational performance. A reconciliation of our non-GAAP adjusted EPS to our GAAP EPS is provided inAnnex Ato this proxy statement. | |
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Compensation Discussion and Analysis
20192021 STIP Awards
 |  | | | Fiscal Based on the Company’s financial performance as well as an assessment of Mr. MacMillan’s individual performance for fiscal |
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20192021 Performance Outcomes realizingaccelerating planned Cynosure and Internationalrevenue growth, accelerating revenue growthbase business recovery and scaling up the supply chain. otherall of our businesses and improving supply chain and product reliability.emerging stronger. ● Drove exceptional financial results in fiscal 2021. During the year, the Breast Leveraged strength of business to focus on ESG progress, including launch of Project Health Equality, Hologic Global Women’s Health Index and Diagnostics divisions as well as the International business continued strong revenue growth, revenue growthinclusion in the Surgical division accelerated, while the Cynosure division missed its growth targets.Dow Jones Sustainability Index for North America.●Mr. MacMillan continued to lead quarterly business reviews with each division, resulting in more visibility and accountability.●Product reliability increased during the year although there are still opportunities to optimize supply chain efficiency. 20202022 and beyond by driving foraccelerating acquisitions, executing successful integrations and identifying product launches in each division to impact 2020 revenuedivision. identifystrengthened and execute opportunities to impact 2020 revenue.expanded the International business and its leadership.●The Company continued to strengthen its product pipeline organically and through acquisitions, with new products driving a significant amount of growth in 2019 and new product launches across the divisions planned for fiscal 2020.●The Company completed several acquisitions during fiscal 2019 and has significantly increased the number of potential acquisitions under review. leaders as potential backfillsuccessor for CEO and all seniorkey positions. ●With his direct oversight of all Division Presidents, Mr. MacMillan continued to strengthen his Continued emphasis on leadership development of leadershippotential successors and potential successors. A number of key leadership positions, including Division Presidents of the Diagnosticsmanagement roles, and Medical Aesthetics divisions were filled by internal candidates.building an inclusive ethos which values diversity.
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Compensation Discussion and Analysis
 | | | | Fiscal Based on the Company’s financial performance as well as an assessment of Ms. Oberton’s individual performance for fiscal |
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20192021 Performance Outcomes through executionand accelerating recovery by providing strategic partnership to support scale up of Cynosure integration plans, including integration of financial systems, driving international growth plans,supply chain, global services and optimizenetwork optimization, as well as optimizing corporate solutions. ●Cynosure financial integration continued.●International and shared services structure realignment complete.●Improved tax rate.●Drove capital allocation strategy with continued acquisitions and share repurchases while maintaining a net leverage ratio of 2-3x.under 1x. 20202022 and beyond by providing strategic partnership, insights and solutions for pipeline development and driving rigor in understanding of key assumptions with deal models and delivering financial resources to support innovation andin realization. and supporting business development opportunities.●Finance provided insights and solutions to support critical pipeline programs.●Finance continuedinvestments to drive analytics for successful new product launches.organic revenue growth.●Divisional, Corporate Finance and Information Services provided leadership and support for all acquisitions and integrations. with specific focus on Cynosure international functions, continuing to support key experiences for finance talent,in Finance and Information Services and identifying and developing potential successors for key financial leadership positions. ● Promoted new Chief Information Officer and continued to build Information Services Leadership Team. Successors identified Continued to develop internal candidates for key financial leadership positions and robust development plans in place for key successors.roles. ●Increased talent pipeline as measured by increase in number of high potential employeessuccessors for critical positions.
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| | | | | Fiscal 2021 STIP Awards Based on the Company’s financial performance as well as an assessment of Mr. Daugherty’s individual performance for fiscal 2021, Mr. Daugherty was awarded a total bonus amount of $550,000, which represents 159% of his overall target amount. | | |  | |
| | Performance Goals | | | Fiscal 2021 Performance Outcomes | |
| | Driving global growth and accelerating base business recovery by scaling up supply chain to meet global demand. | | | • Exceeded U.S. and worldwide Breast Health and GYN Surgical revenue forecasts. | |
| | • Drove a more balanced approach across the entire continuum of breast health care, resulting in being able to better capitalize on opportunities. | | |||
| | Strengthening the product pipeline for 2022 and beyond by accelerating acquisitions, executing successful integrations and advancing commercial capability to identify, develop and launch new products. | | | • Closed and timely integrated acquisitions during fiscal 2021. | |
| | • Completed integrations of Somatex Medical Technologies and Acessa Health. | | |||
| | • Defined new product development pipeline for new product launches. | | |||
| | Focusing on succession planning and talent | | | • Demonstrated progress in identification of potential successors for key |
Compensation Discussion and Analysis
 | • Filled open positions with speed and discipline. | |
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| | | | | Fiscal Based on the Company’s financial performance as well as an assessment of Mr. Griffin’s individual performance for fiscal |
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20192021 Performance Outcomes Cynosure’s growth plan as well as growth in the other businessesacross all regions and franchises and supporting initiativesprograms to improve product and supplier reliability. ●The legal team focused on the most important priorities to grow revenue.accelerate revenue growth. ●Cynosure legal resources in place.●Partnered with new supply chain leader to drive product and supplier reliability.divisional leaders in scaling operations. 20202022 and beyond by delivering legal support for innovationexecuting multiple acquisitions in partnership with divisions and research and development projects, accelerating and developing the business development pipelineregions and providing legal support for business development transactions.transactions and pipeline development. ● Executed on multiple identified transactions and continued to expand business development pipeline. Intellectual Continued progress in developing a robust Integration Management Office. were aligned with the most critical pipeline programs.●Integrated new business development leader and provided overall business development focus.●Continued to build legal team’s business development capabilities. creatingupdating and assessing succession plans for direct reports and retaining key talenttalent. filling open Cynosure attorney positions.refined development plans for potential successors. ●Refined development plans for all attorneys and professionals in the legal group.professionals. ●Continued to identify key experiences for potential successors Hired and refined successor development and retention plans.integrated new Corporate Secretary.●Partnered with Cynosure leadership to fill open positions.
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Compensation Discussion and Analysis
 | | | | Fiscal Based on the Company’s financial performance as well as an assessment of Mr. Thornal’s individual performance for fiscal |
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20192021 Performance Outcomes U.S.worldwide launches on time with revenue above budget, buildingin excess of forecast, adding a predictable operating modelnew product from business development activity and adding immediate revenueexpanding the women’s health menu through the strategic partnership with distribution agreements.●The Medical Aesthetics division missed its fiscal 2019 budget goals, while theQuest Diagnostics division, which Mr. Thornal led for the last two monthsand finalizing of the fiscal year, exceeded its fiscal 2019 budget revenue goals,strategic alliance contract. particular strength in the molecular diagnostics business.accelerated placement of our Panther instruments.●The Medical Aesthetics division entered into several distribution and partnership agreements during fiscal 2019. 20202022 and beyond by adding to the portfolio through businesscompleting launch of in-process research and development driving the portfolio steering process, and expanding the pipelineaccelerating acquisitions while keeping up with a focus on recurring revenue.COVID-19 demand. ●Began a clinical study in 2019 Launched in-process research and development products, including COVID/Flu Multiplex, while fulfilling continued demand for priority marketing claims for radio-frequency non-invasive body contouring.SARS-CoV-2 tests.●Continued work on proposed clinical study to bolster MonaLisa Touch claims. strengthening leadership capabilitiesproviding key experiences and infusing leadership principles of a high-performing organization, continue external recruiting vigilance to attract top talent.●Identifiedcoaching for potential successors and continued development of successors for key leadership roles. Assumption of Medical Aesthetics Division President role by internal candidate, one of Mr. Thornal’s direct reports, shows successful talent development.●Identified and retained critical talent.●Filled open positions with urgency and speed.52 2020 Proxy StatementCompensation Discussion and AnalysisMr. Valenti
Fiscal 2019 STIP AwardsBased on the Company’s financial performance as well an assessment of Mr. Valenti’s individual performance for fiscal 2019, including U.S. revenue performance, Mr. Valenti was awarded a total bonus amount of $470,000, which represents 123% of his overall target amount.Target Payout Level
Performance Objectives and OutcomesMr. Valenti’s individual performance objectives were designed to reward the achievement of the following goals:Performance GoalsFiscal 2019 Performance OutcomesDriving global growth by achieving U.S. and global budgeted revenue, delivering on planned fiscal 2019 product launches on time and achieving planned associated revenue and restructuring the U.S. sales team.●Breast and Skeletal Health division exceeded budget revenue goals both in the U.S. and internationally.●Mr. Valenti positioned the division for continued acceleration in revenue growth, completing a reorganization of the sales team to focus more on the customer, with smaller territories and sales reps selling the entire value chain of products and solutions.●Continued to evolve commercial business model to better meet customer needs and provide steady and profitable revenue.Strengthening the pipeline for 2020 and beyond by driving innovation and adding to the Breast and Skeletal Health portfolio through business development activities.●Continued commitment to insight-driven innovation and strategic acquisitions that align with the division’s – and Company’s – mission to make a positive impact in breast health from screening to pathology.●Accelerated innovation with 11 new product launches during fiscal 2019 and continuing steady cadence of new products with diversified products in the pipeline for fiscal 2020 and beyond.●Closed acquisition of Focal Therapeutics, manufacturer of the BioZorb marker, and acquired 46% ownership of SuperSonic Imagine, an innovator in cart-based ultrasound products, enabling Hologic to play a larger role in breast-conserving surgery and strengthening our offerings to radiologists, pathologists and breast surgeons.Focusing on succession planning and talent development by improving talent plans with a focus on manager level and above, identifying and growing near- and longer-termlong-term succession candidates and providing quarterly development and performance feedback. ●Development plans in place for talent in critical positions.●Identified Progressed on the development of potential successors for seniorand other key leadership roles.
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At For fiscal 2021, the ROIC PSUs were granted with a one-year performance period rather than the three-year performance period used for grants in prior fiscal years in consideration of the substantial uncertainty regarding the demand for SARS-CoV-2 tests at the time fiscal 2021 long-term incentive awards were granted. Given this substantial uncertainty, for fiscal 2021 even if the target ROIC goal is achieved, above 100% funding would only occur through exceptional results, including extraordinary SARS-CoV-2 test demand.
(1) | Calculated at the end of the |
(2) | Expressed as a percentage of target PSUs granted. |
Compensation Discussion and Analysis
Vesting of ROIC PSUs Granted in Fiscal 2016
2018
Vesting of ROIC PSUs Granted in Fiscal 2017
The PSU awards granted in November 2016 (fiscal 2017) vested in November 2019 (fiscal 2020)2021). These ROIC PSUs were subject to a three-year cliff vesting period with vesting contingent on the Company achieving an average ROIC of 12% for the three-year performance period. If ROIC for the performance period was below 12%, none of the PSUs would vest. Target ROIC was 14%13%. Actual ROIC performance was 12.71%14.7% for the three-year performance period. Accordingly, these PSUs vested at 65%170% of target. For
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subject to an additional two years of service-based vesting requirements.
The other 50%
2018
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(1) |
Compensation Discussion and Analysis
(2) | Expressed as a percentage of target PSUs granted. |
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| | In addition to being well-received and supported by our stockholders, the use of ROIC: | | |||
| | | | Creates an effective balance in our program of growth (our STIP focuses on adjusted revenue and adjusted EPS) and returns (our long-term incentives focus on ROIC) | | |
| | | | Holds management accountable for the efficient use of capital | | |
| | | | Links executive compensation to value creation | | |
| | The key building blocks of our ROIC metric are: (1) adjusted net operating profit after tax (NOPAT), (2) average net debt, and (3) average stockholders’ equity. ROIC is calculated as NOPAT/(average net debt + average stockholders’ equity).(1)ROIC is a non-GAAP measure. SeeAnnex A for a reconciliation of non-GAAP measures. | | |||
| | RELATIVE TSR. The Committee introduced relative TSR as a performance metric in fiscal 2017. In addition to being well-received and supported by our stockholders, use of relative TSR: | | |||
| | | | Provides an external relative performance measure, which complements the internal absolute ROIC measure | | |
| | | | Links executive compensation directly to stockholder value creation | | |
| | To calculate the Company’s relative TSR performance, the cumulative three-year TSR for Hologic and each of the companies in the TSR Peer | | |||
| | ADJUSTED FCF. The Committee introduced adjusted FCF as a performance metric in fiscal 2020 to measure the Company’s financial discipline. In addition to being well-received and supported by our stockholders, the use of adjusted FCF: | | |||
| | ✔ | | | Promotes profitable growth with strong capital discipline | |
| | ✔ | | | Measures ability to generate cash to fund capital initiatives such as making acquisitions, repurchasing shares, expanding operations or paying down debt | |
| | Adjusted FCF is calculated by subtracting capital expenditures from our adjusted operating cash flow. A reconciliation of our net cash provided by operating activities to our non-GAAP adjusted FCF is provided in Annex A to this proxy statement. | | |||
(1) | NOPAT is calculated in a manner similar to the calculation of adjusted net income, as used for the calculation of adjusted EPSunder our STIP as described inAnnex A, |
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Compensation Discussion and Analysis
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26%. | | |
| | RELATIVE TSR.In implementing and setting the | |
| | ADJUSTED FCF. In setting adjusted FCF goals for the initial grant of FCF PSUs, the Committee considered the Company’s budgeted and actual adjusted FCF performance over the past three years. Considering the Company’s past and anticipated performance, for fiscal 2021 FCF PSU grants, the Committee established a 2021 adjusted FCF target of $1,100 million, with a threshold of $800 million and maximum of $1,800 million. | |
The COVID-19 pandemic. The increase in value of 201920182020 (fiscal 2019)2021) as compared to awards for fiscal 20182020 are as follows:NEO FY2019
Award Value(1)
($) FY2018
Award Value(1)
($) Change
(%)Stephen P. MacMillan 8,109,496 (2) 8,292,022 (2) (2.2 )% Karleen M. Oberton 1,400,000 (3) 350,000 (3) 300 % John M. Griffin 1,500,000 1,400,000 7.1 % Kevin R. Thornal 850,000 (4) – (4) N/A % Peter J. Valenti, III 1,400,000 1,000,000 40 % The award values in this table differ slightly from the grant date fair values of the awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table. The award values in this table are the values awarded by the Committee while the grant date fair value of each award reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table is the award value for accounting purposes. Does not include the value of the MatchingIncludes $1,000,000 matching RSU grant made each yearin fiscal 2020 pursuant to Mr. MacMillan’s Employment Agreement, ($1,000,000 and $964,714 in fiscal 2019 and fiscal 2018, respectively) or the special retention equity grant awarded effective December 2017 ($30 million).(3)Ms. Oberton became CFO on August 1, 2018, two months before the end of fiscal 2018.(4)which Mr. Thornal became an executive officer on July 29, 2019, two months before the end of fiscal 2019, when he assumed the role of Division President of the Company’s Diagnostics division.MacMillan is no longer entitled to receive.www.hologic.com 57Compensation Discussion and Analysis2.2% decrease5% increase in the value of Mr. MacMillan’s fiscal 20192021 long-term incentive award annual grant value as compared to his fiscal 20182020 annual grant value is calculatedreflects his leadership in accordance withnavigating the terms of his Employment Agreement, as described on page 46. For fiscal 2018 as compared to fiscal 2017, adjusted net income decreased 2.2%Company and adjusted EPS increased 0.5%. Although adjusted EPS increased, because Mr. MacMillan’s grant value adjusts based onemployees through the lower result, the applicable metric is adjusted net income. While Mr. MacMillan’s grant value increases 0.5% for every 1% increase in the applicable metric, the value decreases 1% for every 1% decrease in the applicable metric. Accordingly, the 2.2% decrease in adjusted net income growth yields a 2.2% decrease in Mr. MacMillan’s fiscal 2019 grant value.Mr. Valenti’sMs. Oberton’s fiscal 20192021 long-term incentive award grant as compared to hisher fiscal 2018 grant2020 award was due to her strong performance and leadership, including continuing to optimize the International and Shared Services structure. For Mr. Daugherty, the increase was in large partrecognition of his assumption of the role of Group President of Breast/Skeletal Health and GYN Surgical Solutions prior to the performanceend of the Breast Health division in fiscal 2018 as well as the key role the division plays and is expected to play in the Company’s growth.2020. The increase in Mr. Griffin’s
60 | | |
2020COVID-19 pandemic.
With respect to the other NEOs, the fiscal 2020 grants increased by approximately 20%1% for Mr. MacMillan, 5% for Ms. Oberton, and Messrs. Thornal and Valenti and by approximately 7%3% for Mr. Griffin.Griffin and 25% for Messrs. Daugherty and Thornal. These grants align with performance as well as acknowledge the competitive position of the individual’s total direct compensation for the year.
Deferred Compensation
| DCP Company Contribution | |||||
| NEO | November 2019 (fiscal 2020) ($) | November 2018 (fiscal 2019) ($) | |||
| Stephen P. MacMillan | 285,000 | 250,000 | |||
| Karleen M. Oberton | 260,000 | 140,000 | |||
| John M. Griffin | 175,000 | 150,000 | |||
| Peter J. Valenti, III | 335,000 | 140,000 | |||
| Kevin R. Thornal | 135,000 | N/A | (1) | ||
| | | | DCP Company Contribution | | ||||
| | NEO | | | November 2021 (fiscal 2022) ($) | | | November 2020 (fiscal 2021) ($) | |
| | Stephen P. MacMillan | | | 432,500 | | | 500,000 | |
| | Karleen M. Oberton | | | 267,000 | | | 325,000 | |
| | Sean S. Daugherty | | | 225,000 | | | 250,000 | |
| | John M. Griffin | | | 267,000 | | | 300,000 | |
| | Kevin R. Thornal | | | 225,000 | | | 250,000 | |
Compensation Discussion and Analysis
The overall funding of the Company’s contributions to the DCP is based on the applicable STIP funding factor, with the amount of the Company DCP contribution to each individual based upon role/job level target values with differentiation for individual performance. Ms. ObertonEach of our NEOs received an increasedslightly decreased DCP contributioncontributions for fiscal 2022 based on her successful transition into the CFO role. Mr. Valenti received a significantly increased DCP contributionlower STIP funding factor for fiscal 2020 based on his performance in2021 compared to fiscal 2019, including the global revenue growth, successful acquisitions and strong product pipeline in the Breast Health division. These increased DCP grants, which are intended to bolster retention, also partially offset the loss of value related to the fiscal 2017 PSU grants, the vesting of which was impacted by the Company’s 2017 divestiture of its blood screening business and acquisition of Cynosure – decisions in which these two executives did not participate.
2020.
| | | | | 61 |
401(k) Savings and Investment Plan
Equity Retirement Provision
Other Benefits and Perquisites
forward; however, beginning with the PSUs granted in fiscal 2021, upon an executive’s retirement, PSUs vest on their original vesting date without application of any pro-ration.
We also provide limited perquisites and personal benefits based on considerations unique to each NEO position. During fiscal 2019,2021, we provided each of the NEOs with an automobile allowance. We also provide temporary housing allowances to certain NEOs, as well as to other employees. In fiscal 2021, Mr. Daugherty was provided a monthly housing allowance, which was discontinued prior to the end of fiscal 2021. In addition, Mr. MacMillan has access to private air transportation for business purposes and limited non-entertainment personal use. The non-entertainment personal use is subject to a maximum aggregate incremental cost to the Company of $150,000 per fiscal year. The values of all perquisites and other personal benefits provided to our NEOs are included in the “All Other Compensation” column of the Summary Compensation Table on page 65.
Compensation Discussion and Analysis
The Role of the Committee
62 | |
the companies in our peer group(s)
The Role of the Independent Compensation Consultant
Peer Group
Compensation Discussion and Analysis
For setting target compensation levels for NEOs in fiscal 2019,2021, the Company examined the practices of the following 15 companies, which it adopted as our Primary Peer Group in March 2020 (as well as other relevant data):
2019
| | ||||||||
Agilent Technologies, Inc. | | | Illumina, Inc. | | | Teleflex Incorporated | | |
| | Boston Scientific Corporation | | | Intuitive Surgical, Inc. | | | The Cooper Companies, Inc. | |
| | DENTSPLY Sirona, Inc. | | | PerkinElmer, Inc. | | | Varian Medical Systems, Inc. | |
| | Edwards Lifesciences Corp. | | | ResMed, Inc. | | | Waters Corporation | |
| | IDEXX Laboratories, Inc. | | | Steris Plc | | | Zimmer Biomet Holdings, Inc. | |
| | ||||||||
Revenue
($M)Enterprise Value
($M)50thPercentile $ 2,788 $ 15,002 Hologic $ 3,240 $ 13,549 Hologic Rank 60th 35th Data as available February 2018.January 2020.
| | | | | 63 |
The Committee recognizes that Mr. MacMillan is a seasoned, accomplished CEO whose market for prospective employment opportunities includes larger organizations, as evidenced by the substantial offer he received from one such company in October 2017. As such, Mr. MacMillan’s fiscal 2019 target annual TDC opportunity, which does not include his special equity retention grant, is positioned in the upper quartile of the Primary Peer Group, which the Compensation Committee believes is warranted given his experience and value to the Company. Although the Committee does not use the Supplemental Peer Practices Group (discussed below) in setting compensation, we note that Mr. MacMillan’s fiscal 2019 target annual TDC opportunity is in the lowest quartile of the Supplemental Practices Peer Group.
Thornal.
Compensation Discussion and Analysis
Following each of the 2018 and the 2019 reviews2021 review of our Primary Peer Group in March 2021, the Committee changed theremoved Varian Medial Systems, Inc. from our Primary Peer Group utilizedas a result of its pending acquisition by Siemens Healthineers and shifted Baxter International Inc. from our Supplemental Practices Peer Group (described below) to our Primary Peer Group given the Company’s growth. Our Primary Peer Group used for purposes of fiscal 2019setting target compensation andlevels for the NEOs for fiscal 2020 compensation,2022 is as follows:
| | 2022 Peers |  | | ||||||
Agilent Technologies, Inc. Baxter International Inc. Boston Scientific Corporation DENTSPLY Sirona, Inc. Edwards Lifesciences Corp. IDEXX Laboratories, Inc. Illumina, Inc. Intuitive Surgical, Inc. | | | PerkinElmer, Inc. ResMed, Inc. Steris Plc Teleflex Incorporated The Cooper Companies, Inc. Waters Corporation Zimmer Biomet Holdings, Inc. | ||||||
 | |||||||||
 | |||||||||
| | |||||||||
(1) | Data as available January 2021. |
| | ||||||||
Abbott Laboratories | | | Johnson & Johnson | | | Stryker Corporation | | |
| | Baxter International Inc.* | | | Medtronic plc | | | Thermo Fisher Scientific Inc. | |
| | Becton, Dickinson and Company | | ||||||
| | | | |
| * | Shifted from the Supplemental Practices Peer Group to our Primary Peer Group for purposes of fiscal 2022 compensation designs. |
64 | | |
Compensation Discussion and Analysis
20192021 TSR Peer Group Composition
| | ||||||||
Abbott Laboratories | | | IDEXX Laboratories, Inc. | | | Qiagen NV | | |
| | Agilent Technologies, Inc. | | | Illumina, Inc. | | | Quest Diagnostics Inc. | |
| | Baxter International Inc. | | | Integra LifeSciences Holdings Corp | | | ResMed Inc. | |
| | Becton, Dickinson and Company | | | Intuitive Surgical, Inc. | | | Stryker Corporation | |
| | Boston Scientific Corporation | | | Laboratory Corp. of America Holdings | | | The Cooper Companies, Inc. | |
| | Bruker Corporation | | | Mettler-Toledo International Inc. | | | Thermo Fisher Scientific Inc. | |
| | DENTSPLY SIRONA Inc. | | NuVasive, Inc. | | Waters Corporation | | ||
| | DexCom, Inc. | |||||||
PerkinElmer, Inc. | | | Zimmer Biomet Holdings, Inc. | | ||||
| | Edwards Lifesciences Corp. | | | | | | ||
| | | | | | |
| | | | | 65 |
Our Position on Employment, Change of Control and Severance Agreements
Compensation Discussion and Analysis
Executive Stock Ownership Guidelines
77.
| | ||
| | |
| | Mr. MacMillan is invested in Hologic. Literally. Under our stock ownership guidelines, he is expected to achieve equity ownership in the Company with a value of five times his base salary. As of the end of fiscal | |
66 | | |
2017, but provides a transition rule with respect to remuneration that is provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not materially modified after that date.2017. As a result, we expect that subject to certain exceptions for arrangements that were outstanding as of November 2, 2017, compensation paid to our named executive officers in excess of $1 million generally will not be deductible.64 2020 Proxy Statement
| Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||
| Stephen P. MacMillan | 2019 | 1,060,900 | — | 7,082,065 | 2,027,373 | 1,814,139 | — | 390,276 | (6) | 12,374,753 | ||||||||||
| Chairman, President | 2018 | 1,030,000 | — | 27,183,611 | 12,072,994 | 1,390,500 | — | 363,037 | 42,040,142 | |||||||||||
| and Chief Executive | 2017 | 1,048,077 | — | 6,229,190 | 1,955,682 | 1,545,000 | — | 426,959 | 11,204,908 | |||||||||||
| Officer | ||||||||||||||||||||
| Karleen M. Oberton | 2019 | 475,000 | — | 1,049,897 | 349,993 | 425,000 | — | 158,075 | (7) | 2,457,965 | ||||||||||
| Chief Financial Officer | 2018 | 376,032 | — | 262,379 | 87,492 | 337,500 | — | 76,240 | 1,139,643 | |||||||||||
| John M. Griffin | 2019 | 495,000 | — | 1,124,991 | 374,995 | 440,000 | — | 188,038 | (8) | 2,623,024 | ||||||||||
| General Counsel | 2018 | 470,000 | — | 1,049,910 | 349,995 | 375,000 | — | 188,009 | 2,432,914 | |||||||||||
| 2017 | 478,654 | — | 974,957 | 324,999 | 355,000 | — | 217,607 | 2,351,217 | ||||||||||||
| Kevin R. Thornal | 2019 | 408,654 | 850,000 | (2) | 637,412 | 212,492 | 385,000 | 246,740 | (9) | 2,740,298 | ||||||||||
| Division President, | ||||||||||||||||||||
| Diagnostics | ||||||||||||||||||||
| Peter J. Valenti, III | 2019 | 510,000 | — | 1,049,897 | 349,993 | 470,000 | — | 210,437 | (10) | 2,590,327 | ||||||||||
| Division President, | 2018 | 490,000 | — | 749,891 | 249,987 | 385,000 | — | 162,660 | 2,037,538 | |||||||||||
| Breast & Skeletal | 2017 | 488,798 | — | 974,957 | 324,999 | 325,000 | — | 205,405 | 2,319,159 | |||||||||||
| Health |
| | Name and Principal Position(1) | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(3) | | | Option Awards ($)(4) | | | Non-Equity Incentive Plan Compensation ($)(5) | | | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | |
| | Stephen P. MacMillan Chairman, President and Chief Executive Officer | | | 2021 | | | 1,092,727 | | | — | | | 7,759,570 | | | 2,474,782 | | | 2,835,627 | | | — | | | 585,694(6) | | | 14,748,400 | |
| | 2020 | | | 1,092,604 | | | — | | | 7,261,555 | | | 2,106,425 | | | 3,278,181 | | | — | | | 386,909 | | | 14,125,674 | | |||
| | 2019 | | | 1,060,900 | | | — | | | 7,082,065 | | | 2,027,373 | | | 1,814,139 | | | — | | | 390,276 | | | 12,374,753 | | |||
| | Karleen M. Oberton Chief Financial Officer | | | 2021 | | | 549,039 | | | — | | | 1,489,638 | | | 475,102 | | | 715,000 | | | — | | | 339,346(7) | | | 3,568,125 | |
| | 2020 | | | 499,954 | | | — | | | 1,263,365 | | | 424,989 | | | 675,000 | | | — | | | 274,099 | | | 3,137,407 | | |||
| | 2019 | | | 475,000 | | | — | | | 1,049,897 | | | 349,993 | | | 425,000 | | | — | | | 158,075 | | | 2,457,965 | | |||
| | Sean Daugherty Group President, Breast/Skeletal Health and GYN Surgical Solutions | | | 2021 | | | 460,000 | | | — | | | 940,811 | | | 300,050 | | | 550,000 | | | — | | | 312,573(8) | | | 2,563,434 | |
| | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| | John M. Griffin General Counsel | | | 2021 | | | 529,712 | | | — | | | 1,332,728 | | | 425,087 | | | 715,000 | | | — | | | 311,600(9) | | | 3,314,127 | |
| | 2020 | | | 514,936 | | | — | | | 1,188,976 | | | 399,993 | | | 675,000 | | | — | | | 186,400 | | | 2,965,305 | | |||
| | 2019 | | | 495,000 | | | — | | | 1,124,991 | | | 374,995 | | | 440,000 | | | — | | | 188,038 | | | 2,623,024 | | |||
| | Kevin R. Thornal Division President, Diagnostics Solutions | | | 2021 | | | 474,519 | | | — | | | 1,097,433 | | | 350,065 | | | 675,000 | | | — | | | 515,373(10) | | | 3,112,390 | |
| | 2020 | | | 450,075 | | | 500,000(2) | | | 743,132 | | | 249,989 | | | 675,000 | | | — | | | 255,290 | | | 2,873,486 | | |||
| | 2019 | | | 408,654 | | | 850,000(2) | | | 637,412 | | | 212,492 | | | 385,000 | | | — | | | 246,740 | | | 2,740,298 | |
(1) | Reflects position on September |
(2) |
|
(3) | The amounts included in the “Stock Awards” column represent the aggregate grant date fair value of RSUs and PSUs subject to ROIC goals (ROIC PSUs) and PSUs subject to relative total shareholder return (TSR) goals (TSR PSUs) granted during the respective fiscal |
(4) | The amount included in the “Options Awards” column represents the grant date fair value of all stock options granted during the respective fiscal year. These stock options vest annually in equal installments over a required service period of four years and have a 10-year term. The values have been determined as of the date of grant under GAAP based on the assumptions described in footnote 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September |
(5) |
Executive Compensation Tables
Represents cash payments under the STIP. Bonuses paid under the |
68 | | |
(6) | The amount represents (i) the Company’s contributions to the DCP in the amount of $500,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan of $11,600; (iii) value of Mr. MacMillan’s personal use of a leased automobile provided by the Company of $14,792; and (iv) $59,302 attributable to the personal use of private aircraft, net of all standard industry fare level (SIFL) reimbursements paid by Mr. MacMillan. |
(7) | The amount represents (i) the Company’s contributions to the DCP in the amount of $325,000; and (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan of $14,346. |
(8) | The amount represents (i) the Company’s contributions to the DCP in the amount of $250,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment |
The amount represents (i) the Company’s contributions to the DCP in the amount of |
The amount represents (i) the Company’s contributions to the DCP in the amount of | |
| |
|
| | | | | 69 |
| Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | ||||||||||||||||||||
| Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||
| Stephen P. | 795,675 | 1,591,350 | 3,182,700 | ||||||||||||||||||||||
| MacMillan | 11/12/2018 | 11/5/2018 | 24,742 | 49,484 | 98,9688 | 2,027,359 | |||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 18,387 | 36,774 | 73,548 | 2,027,351 | ||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 49,484 | 2,027,359 | ||||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 151,071 | 40.97 | 2,027,373 | |||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 24,408 | (5) | 999,996 | |||||||||||||||||||||
| Karleen M. | 178,125 | 356,250 | 712,500 | ||||||||||||||||||||||
| Oberton | 11/12/2018 | 11/5/2018 | 8,542 | 349,966 | |||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 26,080 | 40.97 | 349,994 | |||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 4,271 | 8,542 | 17,084 | 349,966 | ||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 3,174 | 6,348 | 12,696 | 349,965 | ||||||||||||||||||||
| John M. | 185,625 | 371,250 | 742,500 | ||||||||||||||||||||||
| Griffin | 11/12/2018 | 11/5/2018 | 9,153 | 374,998 | |||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 4,577 | 9,153 | 18,306 | 374,998 | ||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 3,401 | 6,802 | 13,604 | 374,994 | ||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 27,943 | 40.97 | 374,995 | |||||||||||||||||||||
| Kevin R. | 168,750 | 337,500 | 675,000 | ||||||||||||||||||||||
| Thornal | 11/12/2018 | 11/5/2018 | 5,186 | 212,470 | |||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 2,593 | 5,186 | 10,372 | 212,470 | ||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 1,927 | 3,854 | 7,708 | 212,471 | ||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 15,834 | 40.97 | 212,492 | |||||||||||||||||||||
| Peter J. | 191,250 | 382,500 | 765,000 | ||||||||||||||||||||||
| Valenti, III | 11/12/2018 | 11/5/2018 | 8,542 | 349,966 | |||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 4,271 | 8,542 | 17,084 | 349,966 | ||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 3,174 | 6,348 | 12,696 | 349,965 | ||||||||||||||||||||
| 11/12/2018 | 11/5/2018 | 26,080 | 40.97 | 349,994 | |||||||||||||||||||||
| | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | |||||||||||||||
| | Name | | | Grant Date | | | Approval Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||
| | Stephen P. MacMillan | | | | | | | 819,545 | | | 1,639,091 | | | 3,278,182 | | | | | | | | | | | | | | | | |||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | | | | | | | 36,199 | | | | | | | 2,474,202 | | |||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | �� | | | | | | | | | | | | 123,801 | | | 68.35 | | | 2,474,782 | | ||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 12,067 | | | 24,133 | | | 48,266 | | | | | | | | | 1,649,491 | | |||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 12,067 | | | 24,133 | | | 48,266 | | | | | | | | | 1,986,387 | | |||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 12,067 | | | 24,133 | | | 48,266 | | | | | | | | | 1,649,491 | | |||||||
| | Karleen M. Oberton | | | | | | | 206,250 | | | 412,500 | | | 825,000 | | | | | | | | | | | | | | | | |||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | | | | | | | 6,949 | | | | | | | 474,964 | | |||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | | | | | | | | | 23,767 | | | 68.35 | | | 475,102 | | ||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 2,317 | | | 4,633 | | | 9,266 | | | | | | | | | 316,666 | | |||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 2,317 | | | 4,633 | | | 9,266 | | | | | | | | | 381,342 | | |||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 2,317 | | | 4,633 | | | 9,266 | | | | | | | | | 316,666 | | |||||||
| | Sean S. Daugherty | | | | | | | 172,500 | | | 345,000 | | | 690,000 | | | | | | | | | | | | | | | | |||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | | | | | | | 4,389 | | | | | | | 299,988 | | |||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | | | | | | | | | 15,010 | | | 68.35 | | | 300,050 | | ||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 1,463 | | | 2,926 | | | 5,852 | | | | | | | | | 199,992 | | |||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 1,463 | | | 2,926 | | | 5,852 | | | | | | | | | 240,839 | | |||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 1,463 | | | 2,926 | | | 5,852 | | | | | | | | | 199,992 | | |||||||
| | John M. Griffin | | | | | | | 198,750 | | | 397,500 | | | 795,000 | | | | | | | | | | | | | | | | |||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | | | | | | | 6,217 | | | | | | | 424,932 | | |||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | | | | | | | | | 21,265 | | | 68.35 | | | 425,087 | | ||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 2,073 | | | 4,145 | | | 8,290 | | | | | | | | | 283,311 | | |||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 2,073 | | | 4,145 | | | 8,290 | | | | | | | | | 341,175 | | |||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 2,073 | | | 4,145 | | | 8,290 | | | | | | | | | 283,311 | | |||||||
| | Kevin R. Thornal | | | | | | | 178,125 | | | 356,250 | | | 712,500 | | | | | | | | | | | | | | | | |||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | | | | | | | 5,120 | | | | | | | 349,952 | | |||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | | | | | | | | | 17,512 | | | 68.35 | | | 350,065 | | ||||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 1,707 | | | 3,413 | | | 6,826 | | | | | | | | | 233,279 | | |||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 1,707 | | | 3,413 | | | 6,826 | | | | | | | | | 280,924 | | |||||||
| | | | 11/09/2020 | | | 11/1/2020 | | | | | | | | | 1,707 | | | 3,413 | | | 6,826 | | | | | | | | | 233,279 | | |||||||
(1) | Represents threshold, target and maximum annual cash incentive awards under the |
Executive Compensation Tables
Represents threshold, target and maximum award amounts for the |
ROIC PSUs. ROIC PSUs |
TSR PSUs. TSR PSUs vest only if the Company achieves a minimum relative TSR percentile at the end of a three-year performance period. If we fail to achieve the minimum relative TSR percentile, all of the TSR PSUs for that three-year performance period will be forfeited. The maximum payout for TSR PSUs is limited to 200% of the shares granted and is earned only if we achieve the maximum relative TSR percentile. For TSR PSUs, threshold, target and maximum award amounts are payable upon achievement of relative TSR in the |
FCF PSUs. FCF PSUs become earned only if the Company achieves a one-year adjusted free cash flow measure and vest at the end of the three-year service period. If we fail to achieve the minimum adjusted FCF measure, all of the FCF PSUs for that one-year performance period will be forfeited. The maximum payout for FCF PSUs is limited to 200% of the shares granted and is earned only if we achieve the maximum adjusted FCF measure. |
(3) | Represents |
(4) | This column shows the full grant date fair value of RSUs, ROIC PSUs, TSR PSUs, FCF PSUs and stock options as determined under GAAP. The values are determined based on the assumptions described in Note |
|
70 | | |
| Option Awards | Stock Awards | |||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2) | |||||||||||||
| Stephen P. MacMillan | 12/6/2013 | 647,988 | (3) | — | 22.29 | 12/06/2020 | ||||||||||||||||
| 11/7/2014 | 152,672 | 38,169 | (3) | 26.21 | 11/07/2024 | |||||||||||||||||
| 11/5/2015 | 103,768 | 34,590 | (4) | 39.96 | 11/05/2025 | |||||||||||||||||
| 12/1/2016 | 80,282 | 80,283 | (4) | 37.64 | 12/01/2026 | |||||||||||||||||
| 12/1/2017 | 231,993 | 695,985 | (4) | 40.85 | 12/01/2027 | |||||||||||||||||
| 11/12/2018 | 151,071 | (4) | 40.97 | 11/12/2028 | ||||||||||||||||||
| 12/1/2016 | 17,319 | (5) | 859,196 | |||||||||||||||||||
| 12/1/2017 | 33,831 | (5) | 1,678,356 | |||||||||||||||||||
| 11/12/2018 | 49,484 | (5) | 2,454,901 | |||||||||||||||||||
| 11/12/2018 | 24,408 | (6) | 1,210,880 | |||||||||||||||||||
| 12/1/2016 | 9,623 | (6) | 477,397 | |||||||||||||||||||
| 12/1/2017 | 23,616 | (6) | 1,171,590 | |||||||||||||||||||
| 12/1/2016 | 33,772 | (7) | 1,675,431 | |||||||||||||||||||
| 12/1/2017 | 591,088 | (8) | 29,323,876 | |||||||||||||||||||
| 12/1/2017 | 122,097 | (9) | 6,057,232 | |||||||||||||||||||
| 11/12/2018 | 98,968 | (8) | 4,909,802 | |||||||||||||||||||
| 11/12/2018 | 18,387 | (9) | 912,179 | |||||||||||||||||||
Executive Compensation Tables
| Option Awards | Stock Awards | |||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2) | |||||||||||||
| Karleen M. Oberton | 11/18/2013 | 10,375 | (3) | — | 21.45 | 11/18/2020 | ||||||||||||||||
| 5/26/2014 | 5,973 | (3) | — | 23.82 | 05/26/2021 | |||||||||||||||||
| 11/7/2014 | 16,368 | 4,093 | (3) | 26.21 | 11/07/2024 | |||||||||||||||||
| 11/5/2015 | 5,367 | 1,789 | (4) | 39.96 | 11/05/2025 | |||||||||||||||||
| 12/1/2016 | 3,694 | 3,695 | (4) | 37.64 | 12/01/2026 | |||||||||||||||||
| 12/1/2017 | 1,681 | 5,044 | (4) | 40.85 | 12/01/2027 | |||||||||||||||||
| 11/12/2018 | 26,080 | (4) | 40.97 | 11/12/2028 | ||||||||||||||||||
| 12/1/2016 | 797 | (5) | 39,539 | |||||||||||||||||||
| 12/1/2017 | 1,428 | (5) | 70,843 | |||||||||||||||||||
| 11/12/2018 | 8,542 | (5) | 423,769 | |||||||||||||||||||
| 12/1/2016 | 1,554 | (7) | 77,101 | |||||||||||||||||||
| 12/1/2017 | 4,282 | (8) | 212,430 | |||||||||||||||||||
| 12/1/2017 | 885 | (9) | 43,880 | |||||||||||||||||||
| 11/12/2018 | 17,084 | (8) | 847,537 | |||||||||||||||||||
| 11/12/2018 | 3,174 | (9) | 157,462 | |||||||||||||||||||
| John M. Griffin | 3/1/2015 | 19,624 | 4,906 | (3) | 32.38 | 03/01/2025 | ||||||||||||||||
| 11/5/2015 | 17,175 | 5,725 | (4) | 39.96 | 11/05/2025 | |||||||||||||||||
| 12/1/2016 | 13,341 | 13,342 | (4) | 37.64 | 12/01/2026 | |||||||||||||||||
| 12/1/2017 | 6,725 | 20,177 | (4) | 40.85 | 12/01/2027 | |||||||||||||||||
| 11/12/2018 | 27,943 | (4) | 40.97 | 11/12/2028 | ||||||||||||||||||
| 12/1/2016 | 2,878 | (5) | 142,778 | |||||||||||||||||||
| 12/1/2017 | 5,712 | (5) | 283,372 | |||||||||||||||||||
| 11/12/2018 | 9,153 | (5) | 454,080 | |||||||||||||||||||
| 12/1/2016 | 5,612 | (7) | 278,416 | |||||||||||||||||||
| 12/1/2017 | 17,134 | (8) | 850,018 | |||||||||||||||||||
| 12/1/2017 | 3,540 | (9) | 175,595 | |||||||||||||||||||
| 11/12/2018 | 18,306 | (8) | 908,161 | |||||||||||||||||||
| 11/12/2018 | 3,401 | (9) | 168,724 | |||||||||||||||||||
| Kevin R. Thornal | 8/13/2014 | 13,888 | (3) | — | 26.01 | 08/13/2021 | ||||||||||||||||
| 11/5/2015 | 5,724 | 1,909 | (4) | 39.96 | 11/05/2025 | |||||||||||||||||
| 12/1/2016 | 4,618 | 4,618 | (4) | 37.64 | 12/01/2026 | |||||||||||||||||
| 12/1/2017 | 3,122 | 9,368 | (4) | 40.85 | 12/01/2027 | |||||||||||||||||
| 11/12/2018 | 15,834 | (4) | 40.97 | 11/12/2028 | ||||||||||||||||||
| 12/1/2016 | 996 | (5) | 49,412 | |||||||||||||||||||
| 12/1/2017 | 2,652 | (5) | 131,566 | |||||||||||||||||||
| 11/12/2018 | 5,186 | (5) | 257,277 | |||||||||||||||||||
| 12/1/2017 | 7,954 | (8) | 394,598 | |||||||||||||||||||
| 12/1/2017 | 1,643 | (9) | 81,509 | |||||||||||||||||||
| 11/12/2018 | 10,372 | (8) | 514,555 | |||||||||||||||||||
| 11/12/2018 | 1,927 | (9) | 95,598 | |||||||||||||||||||
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||
| | Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2) | |
| | Stephen P. MacMillan | | | 11/7/2014 | | | 190,844(3) | | | — | | | 26.21 | | | 11/07/2024 | | | | | | | | | | ||||
| | | | 11/5/2015 | | | 138,358(4) | | | — | | | 39.96 | | | 11/05/2025 | | | | | | | | | | |||||
| | | | 12/1/2016 | | | 160,565(4) | | | — | | | 37.64 | | | 12/01/2026 | | | | | | | | | | |||||
| | | | 12/1/2017 | | | 695,983 | | | 231,995(4) | | | 40.85 | | | 12/01/2027 | | | | | | | | | | |||||
| | | | 11/12/2018 | | | 75,535 | | | 75,536(4) | | | 40.97 | | | 11/12/2028 | | | | | | | | | | |||||
| | | | 11/11/2019 | | | 38,132 | | | 114,397(4) | | | 45.61 | | | 11/11/2029 | | | | | | | | | | |||||
| | | | 11/9/2020 | | | — | | | 123,801(4) | | | 68.35 | | | 11/09/2030 | | | | | | | | | | |||||
| | | | 11/12/2018 | | | | | | | | | | | 16,495(5) | | | 1,261,538 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 24,408(6) | | | 1,866,724 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 30,789(5) | | | 2,354,743 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 21,925(6) | | | 1,676,824 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 36,199(5) | | | 2,768,500 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 98,968(7)(8) | | | 7,569,073 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 45,232(7)(10) | | | 3,459,345 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 53,571(11)(12) | | | 4,097,110 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 48,266(7)(9) | | | 3,691,384 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 48,266(7)(11) | | | 3,691,384 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | | | | | 61,576(8) | | | 4,709,332 | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | | | | | 30,788(10) | | | 2,354,666 | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | | | | | 24,133(9) | | | 1,845,692 | | |||||||
| | Karleen M. Oberton | | | 11/5/2015 | | | 7,156(4) | | | — | | | 39.96 | | | 11/05/2025 | | | | | | | | | | ||||
| | | | 12/1/2016 | | | 7,389(4) | | | — | | | 37.64 | | | 12/01/2026 | | | | | | | | | | |||||
| | | | 12/1/2017 | | | 5,043 | | | 1,682(4) | | | 40.85 | | | 12/01/2027 | | | | | | | | | | |||||
| | | | 11/12/2018 | | | 13,040 | | | 13,040(4) | | | 40.97 | | | 11/12/2028 | | | | | | | | | | |||||
| | | | 11/11/2019 | | | 7,693 | | | 23,081(4) | | | 45.61 | | | 11/11/2029 | | | | | | | | | | |||||
| | | | 11/9/2020 | | | — | | | 23,767(4) | | | 68.35 | | | 11/09/2030 | | | | | | | | | | |||||
| | | | 11/12/2018 | | | | | | | | | | | 2,848(5) | | | 217,815 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 6,212(5) | | | 475,094 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 6,949(5) | | | 531,460 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 17,084(7)(8) | | | 1,306,584 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 7,808(7)(10) | | | 597,159 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 10,808(11)(12) | | | 826,596 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 9,266(7)(9) | | | 708,664 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 9,266(7)(11) | | | 708,664 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | | | | | 12,424(8) | | | 950,188 | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | | | | | 6,212(10) | | | 475,094 | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | | | | | 4,633(9) | | | 354,332 | | |||||||
Executive Compensation Tables
| Option Awards | Stock Awards | ||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2) | ||||||||||||
| Peter J. Valenti, III | 11/7/2014 | 16,788 | 4,198 | (3) | 26.21 | 11/07/2024 | |||||||||||||||
| 11/5/2015 | 14,312 | 4,771 | (4) | 39.96 | 11/05/2025 | ||||||||||||||||
| 12/1/2016 | 13,341 | 13,342 | (4) | 37.64 | 12/01/2026 | ||||||||||||||||
| 12/1/2017 | 4,803 | 14,412 | (4) | 40.85 | 12/01/2027 | ||||||||||||||||
| 11/12/2018 | 26,080 | (4) | 40.97 | 11/12/2028 | |||||||||||||||||
| 12/1/2016 | 2,878 | (5) | 142,778 | ||||||||||||||||||
| 12/1/2017 | 4,080 | (5) | 202,409 | ||||||||||||||||||
| 11/12/2018 | 8,542 | (5) | 423,769 | ||||||||||||||||||
| 12/1/2016 | 5,612 | (7) | 278,416 | ||||||||||||||||||
| 12/1/2017 | 12,238 | (8) | 607,127 | ||||||||||||||||||
| 12/1/2017 | 2,528 | (9) | 125,414 | ||||||||||||||||||
| 11/12/2018 | 17,084 | (8) | 847,537 | ||||||||||||||||||
| 11/12/2018 | 3,174 | (9) | 157,462 | ||||||||||||||||||
| | | | | 71 |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||
| | Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2) | |
| | Sean S. Daugherty | | | 06/1/2017 | | | 6,963(4) | | | — | | | 44.35 | | | 6/01/2027 | | | | | | | | | | ||||
| | | | 12/1/2017 | | | 9,367 | | | 3,123(4) | | | 40.85 | | | 12/01/2027 | | | | | | | | | | |||||
| | | | 11/12/2018 | | | 7,916 | | | 7,918(4) | | | 40.97 | | | 11/12/2028 | | | | | | | | | | |||||
| | | | 11/11/2019 | | | 4,299 | | | 12,898(4) | | | 45.61 | | | 11/11/2029 | | | | | | | | | | |||||
| | | | 11/9/2019 | | | — | | | 15,010(4) | | | 68.35 | | | 11/09/2030 | | | | | | | | | | |||||
| | | | 11/12/2018 | | | | | | | | | | | 1,729(5) | | | 132,234 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 3,472(5) | | | 265,539 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 4,389(5) | | | 335,671 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 10,372(7)(8) | | | 793,251 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 4,740(7)(10) | | | 362,547 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 6,039(11)(12) | | | 461,863 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 5,852(7)(9) | | | 447,561 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 5,852(7)(11) | | | 447,561 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | | | | | 6,942(8) | | | 530,924 | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | | | | | 3,471(10) | | | 265,462 | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | | | | | 2,926(9) | | | 223,780 | | |||||||
| | John M. Griffin | | | 12/1/2017 | | | 20,176 | | | 6,726(4) | | | 40.85 | | | 12/01/2027 | | | | | | | | | | ||||
| | | | 11/12/2018 | | | 13,971 | | | 13,972(4) | | | 40.97 | | | 11/12/2028 | | | | | | | | | | |||||
| | | | 11/11/2019 | | | 7,241 | | | 21,723(4) | | | 45.61 | | | 11/11/2029 | | | | | | | | | | |||||
| | | | 11/9/2020 | | | — | | | 21,265(4) | | | 68.35 | | | 11/09/2030 | | | | | | | | | | |||||
| | | | 11/12/2018 | | | | | | | | | | | 3,051(5) | | | 233,340 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 5,847(5) | | | 447,179 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 6,217(5) | | | 475,476 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 18,306(7)(8) | | | 1,400,043 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 8,366(7)(10) | | | 639,867 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 10,172(11)(12) | | | 777,955 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 8,290(7)(9) | | | 634,019 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 8,290(7)(11) | | | 634,019 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | | | | | 11,692(8) | | | 894,204 | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | | | | | 5,846(10) | | | 447,102 | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | | | | | 4,145(9) | | | 317,010 | | |||||||
72 | | |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||
| | Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2) | |
| | Kevin R. Thornal | | | 12/1/2017 | | | 9,367 | | | 3,123(4) | | | 40.85 | | | 12/01/2027 | | | | | | | | | | ||||
| | | | 11/12/2018 | | | 7,916 | | | 7,918(4) | | | 40.97 | | | 11/12/2028 | | | | | | | | | | |||||
| | | | 11/11/2019 | | | 4,525 | | | 13,577(4) | | | 45.61 | | | 11/11/2029 | | | | | | | | | | |||||
| | | | 11/9/2020 | | | — | | | 17,512(4) | | | 68.35 | | | 11/09/2030 | | | | | | | | | | |||||
| | | | 11/12/2018 | | | | | | | | | | | 1,729(5) | | | 132,234 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 3,654(5) | | | 279,458 | | | | | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | 5,120(5) | | | 391,578 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 10,372(7)(8) | | | 793,251 | | | | | | |||||||
| | | | 11/12/2018 | | | | | | | | | | | 4,740(7)(10) | | | 362,547 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | 6,357(11)(12) | | | 486,183 | | | | | | |||||||
| | | | | | | | | | | | | | 6,826(7)(9) | | | 522,052 | | | | | | ||||||||
| | | | 11/9/2020 | | | | | | | | | | | 6,826(7)(11) | | | 522,052 | | | | | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | | | | | 7,308(8) | | | 558,916 | | |||||||
| | | | 11/11/2019 | | | | | | | | | | | | | | | 3,654(10) | | | 279,458 | | |||||||
| | | | 11/9/2020 | | | | | | | | | | | | | | | 3,413(9) | | | 261,026 | | |||||||
(1) | Based upon the closing price of |
(2) | The number and value of the ROIC PSUs is based on achieving maximum performance, which is 200% of |
(3) | These non-qualified stock options |
(4) | These non-qualified stock options vest in four equal annual installments beginning on the first anniversary of the date of grant, subject to continued service on each applicable vesting date. |
(5) | These RSUs vest in three equal installments beginning of the first anniversary of the date of grant, subject to continued service on each applicable vesting date. |
(6) | These matching RSUs, which were granted pursuant to Mr. MacMillan’s Employment Agreement, vest in one installment three years from the date of grant, subject to continued service on the vesting date. |
(7) | The performance period for these ROIC PSUs, TSR PSUs and FCF PSUs ended at the end of the 2021 fiscal |
(8) | These ROIC PSUs vest in one installment on the third anniversary of the grant date if the Company achieves a minimum three-year average ROIC threshold at the end of the three-year performance period, subject to continued service on the vesting date. |
(9) | These ROIC PSUs vest in one installment on the third anniversary of the grant date if the Company achieves the minimum ROIC threshold at the end of the one-year performance period, subject to continued service on the vesting date. |
(10) | These TSR PSUs vest in one installment on the third anniversary of the grant date if the Company achieves the minimum total shareholder return target relative to a defined peer group at the end of the three-year performance period, subject to continued service on the vesting date. |
(11) | These FCF PSUs vest in one installment on the third anniversary of the grant date if the Company achieves the minimum adjusted free cash flow target at the end of the one-year performance period, subject to continued service on the vesting date. |
(12) | The performance period for these FCF PSUs granted in fiscal 2020 ended at the end of the 2020 fiscal year at 174% of target. |
| | | | 73 |
Executive Compensation Tables
| Option Awards | Stock Awards | ||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | |||||
| Stephen P. MacMillan | 215,996 | 5,740,837 | 171,023 | (3) | 7,012,556 | ||||
| Karleen M. Oberton | — | — | 9,540 | 390,541 | |||||
| John M. Griffin | — | — | 27,879 | (4) | 1,152,287 | ||||
| Kevin R. Thornal | — | — | 3,148 | 136,147 | |||||
| Peter J. Valenti, III | 7,766 | 196,635 | 23,299 | (5) | 955,883 | ||||
| | | | Option Awards | | | Stock Awards | | |||||||
| | Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting | | | Value Realized on Vesting ($)(2) | |
| | Stephen P. MacMillan | | | — | | | — | | | 919,157 | | | 64,013,357 | |
| | Karleen M. Oberton | | | — | | | — | | | 12,801(3) | | | 893,608 | |
| | Sean S. Daugherty | | | — | | | — | | | 16,183 | | | 1,128,172 | |
| | John M. Griffin | | | 49,583 | | | 1,728,698 | | | 33,374(4) | | | 2,326,185 | |
| | Kevin R. Thornal | | | 16,869 | | | 595,556 | | | 16,275 | | | 1,134,597 | |
(1) | Value realized is calculated by subtracting the aggregate exercise price of the options from the aggregate market value of the shares of common stock acquired based on the closing price of our common stock on the date of exercise. |
(2) | Value realized is calculated based on the number of shares vested multiplied by the closing price of our common stock on the date of vesting. This calculation does not account for shares withheld for tax purposes, but rather represents the gross value realized. |
(3) | Includes |
(4) | |
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | |||||||||
| Stephen P. MacMillan | — | 250,000 | 98,527 | — | 6,715,878 | (2) | ||||||||
| value of deferred equity | 5,925,468 | (3) | — | 51,027,953 | (4) | |||||||||
| Karleen M. Oberton | 115,000 | 140,000 | 35,741 | — | 1,809,587 | (2) | ||||||||
| value of deferred equity | — | — | — | |||||||||||
| John M. Griffin | 300,000 | 150,000 | 103,994 | — | 1,872,870 | (2) | ||||||||
| value of deferred equity | 1,383,077 | (3) | — | 1,891,977 | (4) | |||||||||
| Kevin R. Thornal | — | 80,000 | 10,213 | 281,353 | (2) | |||||||||
| value of deferred equity | — | |||||||||||||
| Peter J. Valenti, III | — | 140,000 | 32,884 | — | 808,965 | (2) | ||||||||
| value of deferred equity | 817,275 | (3) | — | 1,024,149 | (4) |
| | Name | | | | | Executive Contributions in Last FY ($) | | | Registrant Contributions in Last FY ($)(1) | | | Aggregate Earnings in Last FY ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE ($) | | |
| | Stephen P. MacMillan | | | | | — | | | 500,000 | | | 2,093,594 | | | — | | | 9,840,218(2) | | |
| | | | value of deferred equity | | | — | | | | | | | — | | | 82,573,395(4) | | |||
| | Karleen M. Oberton | | | | | 125,093 | | | 325,000 | | | 724,910 | | | — | | | 3,472,533(2) | | |
| | | | value of deferred equity | | | 626,969(3) | | | | | | | — | | | 1,023,466(4) | | |||
| | Sean S. Daugherty | | | | | — | | | 250,000 | | | 217,732 | | | — | | | 775,487(2) | | |
| | | | value of deferred equity | | | — | | | | | | | — | | | — | | |||
| | John M. Griffin | | | | | 101,250 | | | 300,000 | | | 777,306 | | | — | | | 3,538,510(2) | | |
| | | | value of deferred equity | | | 198,863(3) | | | | | | | — | | | 3,573,681(4) | | |||
| | Kevin R. Thornal | | | | | — | | | 250,000 | | | 225,109 | | | | | 896,613(2) | | ||
| | | | value of deferred equity | | | — | | | | | | | | | — | |
(1) | These contributions, which were made pursuant to our Non-Qualified Deferred Compensation Plan, were determined and |
(2) | The following amounts of the reported aggregate balance were previously reported as compensation |
(3) | Reflects value, as of the vesting date, of equity which vested during fiscal |
(4) | Reflects value, as of September |
74 | |
Executive Compensation Tables
| Name | Potential Payment on Change of Control ($)(1) | Potential Payment on Voluntary Termination or Termination for Cause ($)(2) | Potential Payment on Involuntary Termination (Without Cause) or Termination by Executive for Good Reason ($)(3) | |||
| Stephen P. MacMillan | ||||||
| Cash Severance | 8,596,367 | — | 5,750,078 | |||
| Share Awards(4) | 53,059,639 | — | — | |||
| Accelerated DCP(5) | 250,000 | — | — | |||
| Health/Welfare Benefits(6) | 50,939 | — | — | |||
| Total | 61,956,945 | — | 5,750,078 | |||
| Karleen M. Oberton | ||||||
| Cash Severance | 2,691,000 | — | 789,847 | |||
| Share Awards(4) | 2,099,902 | — | — | |||
| Accelerated DCP(5) | 111,667 | — | — | |||
| Health/Welfare Benefits(6) | 1,158 | — | 1,158 | |||
| Total | 4,903,727 | — | 791,005 | |||
| John M. Griffin | ||||||
| Cash Severance | 2,795,650 | — | 885,000 | |||
| Share Awards(4) | 3,923,655 | — | — | |||
| Accelerated DCP(5) | 150,000 | — | — | |||
| Health/Welfare Benefits(6) | 16,980 | — | 16,980 | |||
| Total | 6,886,285 | — | 901,980 | |||
| Kevin R. Thornal | ||||||
| Cash Severance | 793,654 | — | 510,818 | |||
| Share Awards(4) | 1,539,615 | — | — | |||
| Accelerated DCP(5) | 76,667 | — | — | |||
| Health/Welfare Benefits(6) | 18,268 | — | — | |||
| Total | 2,428,204 | — | 510,818 | |||
| Peter J. Valenti, III | ||||||
| Cash Severance | 980,000 | — | 637,500 | |||
| Share Awards(4) | 3,475,626 | — | — | |||
| Accelerated DCP(5) | 131,667 | — | — | |||
| Health/Welfare Benefits(6) | 16,980 | — | — | |||
| Total | 4,604,273 | — | 637,500 |
| | Name | | | Potential Payment on Change of Control ($)(1) | | | Potential Payment on Voluntary Termination or Termination for Cause ($)(2) | | | Potential Payment on Involuntary Termination (Without Cause) or Termination by Executive for Good Reason ($)(3) | | | Potential Payment on Death or Disability ($)(4) | |
| | Stephen P. MacMillan | | | | | | | | | | ||||
| | Cash Severance | | | 11,745,778 | | | — | | | 7,856,708 | | | 6,763,981 | |
| | Share Awards(5) | | | 54,477,848 | | | — | | | — | | | 44,150,371 | |
| | Accelerated DCP(6) | | | 428,334 | | | — | | | — | | | 428,333 | |
| | Health/Welfare Benefits(7) | | | 36,479 | | | — | | | — | | | 36,479 | |
| | Total | | | 66,688,439 | | | — | | | 7,856,708 | | | 51,379,164 | |
| | Karleen M. Oberton | | | | | | | | | | ||||
| | Cash Severance | | | 3,782,350 | | | — | | | 1,155,000 | | | 1,980,000 | |
| | Share Awards(5) | | | 8,105,267 | | | — | | | — | | | 6,099,579 | |
| | Accelerated DCP(6) | | | 303,333 | | | — | | | — | | | 303,333 | |
| | Health/Welfare Benefits(7) | | | 1,078 | | | — | | | 1,078 | | | 3,235 | |
| | Total | | | 12,192,028 | | | — | | | 1,156,078 | | | 8,386,147 | |
| | Sean S. Daugherty | | | | | | | | | | ||||
| | Cash Severance | | | 3,019,900 | | | — | | | 899,000 | | | 1,560,000 | |
| | Share Awards(5) | | | 4,913,531 | | | — | | | — | | | 3,697,499 | |
| | Accelerated DCP(6) | | | 196,666 | | | — | | | — | | | 196,667 | |
| | Health/Welfare Benefits(7) | | | 20,825 | | | — | | | 20,825 | | | 62,474 | |
| | Total | | | 8,150,922 | | | — | | | 919,825 | | | 5,516,640 | |
| | John M. Griffin | | | | | | | | | | ||||
| | Cash Severance | | | 3,722,550 | | | — | | | 1,140,000 | | | 1,960,000 | |
| | Share Awards(5) | | | 8,032,343 | | | — | | | — | | | 6,192,158 | |
| | Accelerated DCP(6) | | | 258,333 | | | — | | | — | | | 258,333 | |
| | Health/Welfare Benefits(7) | | | 18,215 | | | — | | | 18,215 | | | 54,645 | |
| | Total | | | 12,031,441 | | | — | | | 1,158,215 | | | 8,465,136 | |
| | Kevin R. Thornal | | | | | | | | | | ||||
| | Cash Severance | | | 3,438,500 | | | — | | | 1,053,333 | | | 1,825,000 | |
| | Share Awards(5) | | | 5,263,201 | | | — | | | — | | | 3,895,661 | |
| | Accelerated DCP(6) | | | 211,667 | | | — | | | — | | | 211,667 | |
| | Health/Welfare Benefits(7) | | | 19,484 | | | — | | | 19,485 | | | 58,454 | |
| | Total | | | 8,932,852 | | | — | | | 1,072,818 | | | 5,990,782 | |
(1) | Benefits and payments calculated assuming the executive’s employment was terminated by us without cause or by the executive for good reason on September |
(2) | Benefits and payments calculated assuming the executive’s employment was terminated voluntarily or by us for cause on September |
(3) | Benefits and payments calculated assuming the executive’s employment was terminated by us without cause or by the executive for good reason on September |
| | | | | 75 |
(4) | Benefits and payments calculated assuming the executive’s employment was terminated as a result of executive’s death or disability on September 25, 2021 and payable in a lump sum. For purposes of the cash severance and health and welfare benefits, the payments and benefits also assume that a change of control occurred on September 25, 2021, and such amounts would not be payable upon a termination as a result of death or disability prior to, or more than three years following, a change of control. |
(5) | Assumes a change of control price of |
Under the terms of our DCP, employer contributions to the DCP are fully vested in the event of |
Includes medical and dental |
Executive Compensation Tables
As described in the CD&A, the
76 | | |
Executive Compensation Tables
during the fiscal year through the date of termination (or death); (ii) continuation of certain welfare benefits for the remaining term of the Employment Period; and (iii) a lump sum cash payment equal to the sum of his annual base salary and the highest annual bonus.
Mr.
Thornal.
Mr. Thornal and Mr. Valenti
Severance. The Severance Agreement provides that if the executive is terminated by the Company without cause or resigns for good reason, then he is entitledemployment, in addition to receive certain benefits, including (i) a lump sum cash payment equal to his accrued compensation through the termination date, which includes base salary, reimbursement for reasonable and necessary business expenses and vacation pay; (ii) a pro-rated bonus for the year in which he was terminated (based on the average of the bonuses paid for the prior three fiscal years); and (iii) a fifteen-month continuation of his annual base salary. In the event any payments andthose equity award benefits provided under the Severance Agreement are subject to excise taxes under Section 280G of the Code, then the payment shall be reduced so that no payment to be made or benefit to be provided to the executive shall be subject to the excise tax.
The severance pay and benefits provided under the Severance Agreement are in lieu of any other severance or termination pay to which the executive may be entitled under any of our other severance or termination plans, programs or arrangements. In the event that the executive receives benefits as the result of a change of control, then the executive will receive such change of control benefits in lieu of any of the severance benefits.
Change of Control.The Change of Control Agreement provides that inand Severance Agreements described above.
Disability. Table of Contents
Executive Compensation Tables
shall be entitled to receive (i)Upon an NEO’s termination as a lump sum cash payment equal to his accrued compensation through the termination date, which includes base salary, reimbursement for reasonable and necessary business expenses and vacation pay; (ii) a prorated average annual bonus for the year in which he was terminated; (iii) a lump sum payment equal to the sumresult of his annual base salary and average annual bonus; (iv) immediate andor her death or permanent disability, the equity award agreements provide for full vestingacceleration of all stock options and RSUs PSUs and other equity awards; and (v) continued health and dental benefits foracceleration of a periodpro-rata amount of one year following termination.the target PSUs.
| | | | | 77 |
The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below.
| |
the annual total compensation of our CEO was |
The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below.
To
78 | |
Ratification of
| | | | Our Board of Directors unanimously recommends that you vote“FOR”the ratification of the appointment of Ernst & | |
| | | | 79 |
Proposal No. 3 - Ratification of Independent Registered Public Accounting Firm
| Fee Category | Fiscal 2019 Fees ($) | Fiscal 2018 Fees ($) | ||
| Audit Fees | 6,448,000 | 6,241,000 | ||
| Audit-Related Fees | 2,354,000 | 430,000 | ||
| Tax Fees | 2,693,000 | 1,598,000 | ||
| All Other Fees | 7,200 | 7,200 | ||
| TOTAL FEES | 11,502,200 | 8,276,200 |
26, 2020:
| | Fee Category | | | Fiscal 2021 Fees ($) | | | Fiscal 2020 Fees ($) | |
| | Audit Fees | | | 5,829,000 | | | 5,687,000 | |
| | Audit-Related Fees | | | 1,521,700 | | | 901,000 | |
| | Tax Fees | | | 1,478,500 | | | 1,499,000 | |
| | All Other Fees | | | 8,000 | | | 8,000 | |
| | TOTAL FEES | | | 8,837,200 | | | 8,095,000 | |
80 | |
Proposal No. 3 - Ratification of Independent Registered Public Accounting Firm
The Audit and Finance Committee reviewed and discussed with management and Ernst & Young the Company’s audited financial statements for the fiscal year ended September 28, 2019,25, 2021, the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditor’s audit of internal control over financial reporting. The Audit and Finance Committee also discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”)(PCAOB) and the Securities and Exchange Commission.
24, 2022.
| | | | 81 |
| Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) (%) | |||
| Non-Employee Directors | ||||
| Sally W. Crawford(3) | 208,167 | * | ||
| Charles J. Dockendorff(3) | 39,382 | * | ||
| Scott T. Garrett(3) | 93,012 | * | ||
| Ludwig N. Hantson(3) | 11,330 | * | ||
| Namal Nawana(3) | 26,683 | * | ||
| Christiana Stamoulis(3) | 85,652 | * | ||
| Amy M. Wendell(3) | 34,823 | * | ||
| Named Executive Officers | ||||
| Stephen P. MacMillan(3) | 1,813,503 | * | ||
| Karleen M. Oberton(3) | 51,868 | * | ||
| John M. Griffin(3) | 121,585 | * | ||
| Kevin R. Thornal(3) | 45,411 | * | ||
| Peter J. Valenti, III(3) | 98,502 | * | ||
| All directors, nominees for director and executive officers as a group (13)(4) | 2,680,957 | 1.0 |
| | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Class(2) (%) | | |
| | Non-Employee Directors | | | | | | ||
| | Sally W. Crawford(3) | | | 181,143 | | | * | |
| | Charles J. Dockendorff(3) | | | 55,454(4) | | | * | |
| | Scott T. Garrett(3) | | | 109,084 | | | * | |
| | Ludwig N. Hantson(3) | | | 23,707 | | | * | |
| | Namal Nawana(3) | | | 42,755 | | | * | |
| | Christiana Stamoulis(3) | | | 90,578 | | | * | |
| | Amy M. Wendell(3) | | | 50,895 | | | * | |
| | Named Executive Officers | | | | | | ||
| | Stephen P. MacMillan(3) | | | 2,794,267 | | | 1.1% | |
| | Karleen M. Oberton(3) | | | 112,207 | | | * | |
| | Sean S. Daugherty(3) | | | 85,014 | | | * | |
| | John M. Griffin(3) | | | 165,313 | | | * | |
| | Kevin R. Thornal(3) | | | 86,477 | | | * | |
| | All directors, nominees for director and executive officers as a group (14)(5) | | | 3,916,411 | | | 1.54% | |
* | Less than one percent of the outstanding shares of our common stock. |
(1) | The persons named in the table have, to our knowledge, sole voting and investment power with respect to all shares shown as beneficially owned by them. |
(2) | Applicable percentage ownership as of January |
82 | |
Stock Ownership
(3) | Includes the following options currently exercisable or exercisable within 60 days after January |
| (a) Options | (b) RSUs/PSUs | (c) Deferred Equity | |||||
| Sally W. Crawford | 51,587 | 2,136 | — | ||||
| Charles J. Dockendorff | 19,470 | 2,136 | — | ||||
| Scott T. Garrett | 72,681 | 2,136 | 4,633 | ||||
| Ludwig N. Hantson | 8,535 | 2,136 | — | ||||
| Namal Nawana | 15,187 | 2,136 | — | ||||
| Christiana Stamoulis | 48,477 | 2,136 | — | ||||
| Amy M. Wendell | 22,390 | 2,136 | — | ||||
| Stephen P. MacMillan | 1,383,372 | — | 1,079,673 | ||||
| Karleen M. Oberton | 43,040 | — | 4,401 | ||||
| John M. Griffin | 87,877 | — | 43,871 | ||||
| Kevin R. Thornal | 38,650 | — | — | ||||
| Peter J. Valenti, III | 76,208 | — | 20,644 |
| | | | (a) Options | | | (b) RSUs/PSUs | | | (c) Deferred Equity | | |
| | Sally W. Crawford | | | 52,818 | | | 1,478 | | | — | |
| | Charles J. Dockendorff | | | 31,847 | | | 1,478 | | | — | |
| | Scott T. Garrett | | | 49,708 | | | 1,478 | | | 4,633 | |
| | Ludwig N. Hantson | | | 20,912 | | | 1,478 | | | 3,695 | |
| | Namal Nawana | | | 27,564 | | | 1,478 | | | — | |
| | Christiana Stamoulis | | | 49,708 | | | 1,478 | | | — | |
| | Amy M. Wendell | | | 34,767 | | | 1,478 | | | — | |
| | Stephen P. MacMillan | | | 1,638,262 | | | — | | | 1,079,673 | |
| | Karleen M. Oberton | | | 62,157 | | | — | | | 41,121 | |
| | Sean S. Daugherty | | | 43,678 | | | — | | | — | |
| | John M. Griffin | | | 67,657 | | | — | | | 46,727 | |
| | Kevin R. Thornal | | | 37,793 | | | — | | | — | |
(4) | Includes 11,271 shares of common stock held in a Grantor Retained Annuity Trust and 8,641 shares held in a revocable trust. |
(5) | Includes, for |
| | | | 83 |
Stock Ownership
| Name of and Address Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) (%) | ||
| Greater than 5% Beneficial Owners | ||||
| T. Rowe Price Associates, Inc.(3) | ||||
| 100 E. Pratt St. Baltimore, MD 21202 | 43,052,673 | 16.3 | ||
| The Vanguard Group(4) | ||||
| 100 Vanguard Blvd. Malvern, PA 19355 | 30,145,229 | 11.4 | ||
| BlackRock, Inc.(5) | ||||
| 55 East 52ndStreet New York, NY 10055 | 18,703,463 | 7.1 |
| | Name of and Address Beneficial Owner | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Class(2)(%) | |
| | Greater than 5% Beneficial Owners | | | | | | ||
| | T. Rowe Price Associates, Inc.(3) 100 E. Pratt St. Baltimore, MD 21202 | | | 39,270,192 | | | 15.6% | |
| | The Vanguard Group(4) 100 Vanguard Blvd. Malvern, PA 19355 | | | 27,548,047 | | | 11.0% | |
| | BlackRock, Inc.(5) 55 East 52nd Street New York, NY 10055 | | | 20,838,302 | | | 8.3% | |
| | FMR LLC(6) 245 Summer Street, Boston, MA 02210 | | | 13,258,141 | | | 5.3% | |
(1) | The persons named in the table have, to our knowledge, sole voting and investment power with respect to all shares shown as beneficially owned by them, except as noted in the footnotes below. |
(2) | Applicable percentage ownership as of January |
(3) | Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc. on February |
(4) | Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G/A filed with the SEC by The Vanguard Group on February |
(5) | Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G/A filed with the SEC by BlackRock, Inc. on |
(6) | Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G/A filed with the SEC by FMR LLC on September 10, 2021. The Schedule 13G/A indicates that, as of the filing date of September 10, 2021, FMR LLC had sole voting power over 1,301,237 shares and sole dispositive power over 13,258,141 shares. |
84 | |
| 1. | The proposed election of the eight (8) nominees identified in this proxy statement to serve as directors for the ensuing year (Proposal No. 1); |
| 2. | A non-binding advisory resolution to approve our executive compensation (Proposal No. 2); |
| 3. | Proposed ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal |
| 4. | The transaction of such other business as may properly come before the meeting or any adjournment thereof. |
20202022 (Proposal No. 3).
| | | | 85 |
| | VIA THE INTERNET | | | BY TELEPHONE | | | BY MAIL | | | IN PERSON | |
| | You may vote by proxy via the internet by following the instructions provided in the Notice of Meeting and Important Notice Regarding the Availability of Proxy Materials (the | | | If you requested printed copies of proxy materials by mail, you may vote by proxy via telephone by calling the toll-free number found on the proxy card. | | | If you requested printed copies of proxy materials by mail, you may vote by proxy via mail by filling out the proxy card (you must be sure to complete, sign and date the proxy card) and returning it in the envelope provided. | | | You may vote in person at the Annual Meeting. We will provide you with a ballot when you arrive. Stockholders who plan to attend the meeting must present valid photo identification. Stockholders of record will be verified against an official list available at the registration area. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date. | |
A
If your shares are held in street name, you should contact your bank, broker or other nominee to revoke your proxy or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the Annual Meeting, you may change your vote by attending the Annual Meeting and voting in person. Any written notice of revocation or subsequent proxy should be sent to the attention of our Corporate Secretary, Hologic, Inc., 250 Campus Drive, Marlborough, MA 01752, at or before the final vote at the Annual Meeting.
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General Information About the Meeting and Voting
WHY DID I RECEIVE A ONE-PAGE NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?
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In addition to satisfying the foregoing requirements under Hologic’s Bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than Hologic’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than January 9, 2023.
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IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH | |
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FCF.
This calculation further excludes the results of Alpha and Acessa post-acquisition in order to level set the results for purposes of the 2020 STIP calculation.
| | | | | A-1 |
| Year Ended | ||||||
| (Unaudited) (In millions, except earnings per share) | September 28, 2019 ($) | September 29, 2018 ($) | ||||
| GAAP net (loss) income | (203.6 | ) | (111.3 | ) | ||
| Adjustments: | ||||||
| Amortization of intangible assets(1) | 370.5 | 378.7 | ||||
| Contingent consideration(2) | 1.7 | — | ||||
| Fair value write-up of acquired inventory(3) | 7.1 | 1.1 | ||||
| Non-cash interest expense relating to convertible notes(4) | — | 3.5 | ||||
| Restructuring, divestiture and integration/consolidation costs(5) | 16.7 | 18.3 | ||||
| Non-income tax net (benefit)(6) | — | (4.0 | ) | |||
| Transaction expenses(7) | 4.5 | 2.5 | ||||
| Incremental depreciation expense(8) | 1.1 | 8.0 | ||||
| Debt extinguishment loss(9) | 0.8 | 45.9 | ||||
| Loss on sale of investments(10) | (0.9 | ) | 0.6 | |||
| Unrealized losses (gains) on forward foreign currency contracts(11) | 2.1 | (6.6 | ) | |||
| Debt transaction costs(12) | 0.8 | 4.3 | ||||
| Loss from SSI(13) | 1.5 | — | ||||
| Research and development asset charge(14) | 4.5 | 1.7 | ||||
| Impairment of intangible asset(15) | 685.4 | 46.0 | ||||
| Impairment of goodwill(16) | — | 685.7 | ||||
| Legal settlement(17) | 4.5 | 34.8 | ||||
| Other net (benefit) charges(18) | — | 1.1 | ||||
| Discrete impact of tax reform(19) | 5.0 | (346.2 | ) | |||
| Tax benefit of internal reorganization(20) | (19.2 | ) | — | |||
| Income tax effect of reconciling items(21) | (223.2 | ) | (145.8 | ) | ||
| Non-GAAP net income per Press Release | 659.3 | 618.3 | ||||
| Further Adjustments for STIP: | ||||||
| Less: Incremental operating income from fiscal 2018 acquisitions(22) | — | (4.6 | ) | |||
| Less: Incremental operating loss from fiscal 2019 acquisitions(23) | 3.0 | |||||
| Less: SuperSonic Imagine operating loss | 1.8 | |||||
| Tax effect of adjustments(21) | (0.9 | ) | 1.1 | |||
| Non-GAAP net income – STIP | 663.2 | 614.8 | ||||
| Non-GAAP EPS - STIP(24) | 2.44 | 2.21 | ||||
| | | | Year Ended | | ||||
| | (Unaudited) (In millions, except earnings per share) | | | September 25, 2021 ($) | | | September 26, 2020 ($) | |
| | GAAP net income | | | 1,869.7 | | | 1,110.5 | |
| | Adjustments: | | | | | | ||
| | Amortization of acquired intangible assets(1) | | | 318.9 | | | 292.9 | |
| | Fair value write-up of acquired inventory(2) | | | 7.9 | | | 6.7 | |
| | Acquisition related adjustments(3) | | | 21.0 | | | 2.0 | |
| | Restructuring, and integration/consolidation costs(4) | | | 23.2 | | | 30.2 | |
| | Debt extinguishment loss and transaction costs(5) | | | 27.4 | | | — | |
| | Contingent consideration adjustments(6) | | | (6.7) | | | 0.3 | |
| | Unrealized losses (gains) on forward foreign currency contracts(7) | | | 4.3 | | | (3.8) | |
| | MDR expenses(8) | | | 9.8 | | | 2.5 | |
| | Purchased research and development asset charge(9) | | | 7.0 | | | — | |
| | Impairment of intangible assets and equipment(10) | | | — | | | 30.2 | |
| | Other non-operating charges (benefit)(11) | | | 1.8 | | | (1.0) | |
| | Non-income tax charges (benefits)(12) | | | 4.5 | | | (2.9) | |
| | Discrete tax benefit from the sale of Cynosure(13) | | | — | | | (313.4) | |
| | Income tax effect of reconciling items(14) | | | (106.4) | | | (104.4) | |
| | Non-GAAP net income | | | 2,182.4 | | | 1,049.8 | |
| | Net loss attributable to non-controlling interest | | | (1.8) | | | (3.4) | |
| | Non-GAAP net income attributable to Hologic per Press Release | | | 2,184.2 | | | 1,053.2 | |
| | Further Adjustments for STIP: | | | | | | ||
| | Less: Incremental net operating income from fiscal 2020 acquisitions(15) | | | — | | | (5.0) | |
| | Plus: Incremental net operating loss from fiscal 2021 acquisitions(16) | | | 11.7 | | | — | |
| | Tax effect of adjustments(14) | | | (2.5) | | | 1.3 | |
| | Non-GAAP net income – STIP | | | 2,193.4 | | | 1,049.5 | |
| | Non-GAAP EPS - STIP(17) | | | 8.45 | | | 3.97 | |
(1) | To reflect non-cash expenses attributable to the amortization of acquired intangible assets. |
(2) | |
| To reflect the fair value step up of inventory sold during the period related to |
To reflect |
To reflect restructuring and divestiture charges, and certain costs associated with the Company’s integration and facility consolidation plans, which primarily include retention and transfer costs, as well as costs incurred to integrate acquisitions and dispose businesses, including consulting, legal, tax and accounting fees. |
To reflect a | |
Annex A Non-GAAP Reconciliation
| To reflect |
To reflect non-cash unrealized gains and losses on the mark-to market on outstanding forward foreign currency and option contracts, which do not qualify for hedge accounting. |
To reflect the | |
| To reflect the purchase of intangible assets to be used in a research and development |
To reflect recording the |
| To reflect miscellaneous non-operating charges. |
A-2 | | |
(12) | To reflect |
To reflect a discrete tax benefit |
To reflect an estimated annual effective tax rate of |
For fiscal |
For fiscal |
Non-GAAP earnings per share was calculated based on |
(Unaudited)
(In millions, except percentages)2019
($)2018
($)Change ($) (%) Consolidated GAAP Revenue 3,367.3 3,217.9 Less: Incremental revenue from fiscal 2018 acquisitions — (15.0 ) Less: Incremental revenue from fiscal 2019 acquisitions (11.9 ) Less: Adjustment to reduce blood screening revenue to budget (30.0 ) FX Impact at budget rates 25.7 (1.8 ) Adjusted Revenue 3,351.1 3,201.1 150.0 4.7 (Unaudited)
(In millions, except percentages)2019
($)2018
($)Change ($) (%) Consolidated GAAP International Revenue 831.3 800.3 31.0 3.9 FX Impact at constant currency rates 34.6 (27.9 ) Adjusted Constant Currency International Revenue 865.9 772.4 93.5 12.1 www.hologic.com A-3
HOLOGIC, INC.250 Campus DriveMarlborough, MA 01752 
HOLOGIC, INC.250 CAMPUS DRIVEMARLBOROUGH, MA 01752VOTE BY INTERNET - www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on March 4, 2020 for shares held directly and by 11:59 P.M. Eastern Time on March 2, 2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.Electronic Delivery of Future PROXY MATERIALSTo help lower the cost of producing and mailing documents – and reduce the environmental impact of our Annual Meeting – we encourage stockholders to elect to receive all future proxy statements, proxy cards and annual reports electronically. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on March 4, 2020 for shares held directly and by 11:59 P.M. Eastern Time on March 2, 2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:E88501-P31306-Z76045KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.HOLOGIC, INC.ForWithholdFor AllAllAllExceptThe Board of Directors recommends you voteFOR all of the listed nominees:1. Election of Directors☐☐☐ Nominees: 01) Stephen P. MacMillan 05) Ludwig N. Hantson 02) Sally W. Crawford 06) Namal Nawana 03) Charles J. Dockendorff 07) Christiana Stamoulis 04) Scott T. Garrett 08) Amy M. Wendell To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you voteFOR proposals 2 and 3:ForAgainstAbstain2.A non-binding advisory resolution to approve executive compensation.☐☐☐3.Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2020.☐☐☐NOTE:Such other business as may properly come before the meeting or any adjournments thereof.For address changes and/or comments, please check this box and write them on the back where indicated.☐Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)DateImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.E88502-P31306-Z76045HOLOGIC, INC.PROXY SOLICITED BY THE BOARD OF DIRECTORSFOR THE ANNUAL MEETING OF STOCKHOLDERSMarch 5, 2020The undersigned stockholder of HOLOGIC, INC., a Delaware corporation (the "Company"), hereby appoints Stephen P. MacMillan, Karleen M. Oberton and John M. Griffin, each of them acting singly, with full power of substitution, as proxies to represent the undersigned at the Annual Meeting of Stockholders of the Company to be held at 250 Campus Drive, Marlborough, Massachusetts 01752, on March 5, 2020 at 8:00 a.m., Eastern Time, and at any adjournment or postponement thereof, with all power which the undersigned would possess if personally present, and to vote all shares of stock which the undersigned may be entitled to vote at said meeting upon the matters set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement. All previous proxies are hereby revoked.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED "FOR" ALL DIRECTOR NOMINEES, "FOR" PROPOSALS 2 AND 3, AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF STOCKHOLDERS.Please mark, sign, date and return this proxy card promptly using the enclosed reply envelope.Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)Continued and to be signed on reverse side
