| • Delivered on fiscal 2021 global service initiatives measurement objectives. | | | • Identified structural opportunities to optimize financial impact of changing tax policy. | | | Strengthening the product pipeline for 2022 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 support in realization. | | | • Support robust research and development investments to drive organic revenue growth. | | | • Delivering financial support to realize deal model financials for acquisitions. | | | • Delivering financial support to help realize cost synergies assumed in deal models and drive for more upside. | | | Focusing on succession planning and talent development by increasing organizational talent and capabilities 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. | | | • Continued to develop internal candidates for key roles. | | | • Increased talent pipeline as measured by increase in number of potential successors for critical positions. | | | | | | 59
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TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
MR. DAUGHERTY | | | | Fiscal 2021 STIP Awards
Deferred Equity Plan
The Hologic, Inc. Deferred Equity Plan, as amended (the DEP) is designed to allow executives and non-employee directors to accumulate Hologic stock in a tax-efficient manner and assist them in meeting their long-term equity accumulation goals and stock ownership guidelines. Participants may elect to defer the settlement of RSUs and PSUs granted under the Amended and Restated 2008 Equity Incentive Plan until separation from service or separation from service plus a fixed number of years. Participants may defer settlement by vesting tranche. Although the equity will vestBased on schedule, if deferral of settlement is elected, no shares will be issued until the settlement date. The settlement date will be the earlier of death, disability, change in control or separation from service/separation from service plus number of years elected.
Retirement Benefits
The Committee maintains retirement benefits to help the Company attract and retain the most highly talented senior executives. Over the years, the Committee has modified these programs to ensure competitive alignment with an evolving market. We believe the overall value of our retirement program is consistent with our industry peers.
401(k) Savings and Investment Plan
The Company sponsors a 401(k) Savings and Investment Plan, which is a qualified retirement plan offered to all eligible employees, including our NEOs. The Plan allows participants to elect to defer a portion of their compensation on a pre-tax basis, up to the limits imposed by the Internal Revenue Code of 1986, as amended. In 2020, which includes the first three months of the Company’s fiscal 2021, the Company matched 100% of the first 3% and 50% of the next 2% of each participant’s deferrals, up to an amount equal to 4% of the first $285,000 earned by a participant.
Equity Retirement Provision
After considering market trends in retirement program practicesfinancial 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.
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Performance Objectives and Outcomes Mr. Daugherty’s individual performance objectives were designed to reward the achievement of the following goals: | 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 needsentire continuum of breast health care, resulting in being able to better capitalize on opportunities. | | | Strengthening the Company,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 2016, the Committee approved the addition2021. | | | • Completed integrations of a retirement provisionSomatex Medical Technologies and Acessa Health. | | | • Defined new product development pipeline for new product launches. | | | Focusing on succession planning and talent development by providing key experiences and coaching to its equity compensation program. The provision, which applies solely to U.S. employees, providesDivision Presidents and identifying and developing potential successors. | | | • Demonstrated progress in identification of potential successors for the continued vesting of RSUskey roles. | | | • Filled open positions with speed and stock options and pro-rata vesting of PSUs when a person retires, if the individual is either 65 years of age or older, or at least 55 years of age with 10 years of continuous service with the Company. While RSUs and stock options continue to vest on their original vesting schedule following retirement, PSUs vest on their original vesting date on a pro-rata basis (based on number of days employed during the applicable performance period) based on actual performance during the performance period (assuming threshold performance is achieved). If threshold performance is not achieved during the applicable performance period, no PSUs will vest. This equity retirement provision is applicable to equity grants made from November 5, 2015 forward; however, beginning with the PSUs granted in fiscaldiscipline. | |
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
MR. GRIFFIN | | | | Fiscal 2021 upon an executive’s retirement, PSUs vest on their original vesting date without application of any pro-ration.STIP Awards
Other Benefits and Perquisites
Our NEOs also generally participate in other benefit plansBased on the same terms as all of our other employees. These plans include our employee stock purchase plan, medical and dental insurance, life insurance, short- and long-term disability insurance programs,Company’s financial performance as well as customary vacation, leavean assessment of absenceMr. Griffin’s individual performance for fiscal 2021, Mr. Griffin was awarded a total bonus amount of $715,000, which represents 180% of his overall target amount.
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Performance Objectives and Outcomes Mr. Griffin’s individual performance objectives were designed to reward the achievement of the following goals: | Driving global growth by aligning and allocating legal resources to support growth across all regions and franchises and supporting programs to improve product and supplier reliability. | | | • The legal team focused on the most important priorities to accelerate revenue growth. | | | • Partnered with supply chain and divisional leaders in scaling operations. | | | Strengthening the product pipeline for 2022 and beyond by executing multiple acquisitions in partnership with divisions and regions and providing legal support for business development transactions and pipeline development. | | | • Executed on multiple identified transactions and continued to expand business development pipeline. | | | • Continued progress in developing a robust Integration Management Office. | | | • Aligned intellectual property and other similar policies.legal resources with critical pipeline programs. | | | We also provide limited perquisitesFocusing on succession planning and personal benefits based on considerations unique to each NEO position. During fiscal 2020, we provided each of the NEOs with an automobile allowance. In addition, Mr. MacMillan has access to private air transportationtalent development by developing potential successors, updating and assessing succession plans for business purposesdirect reports and limited personal use. The personal use is subject to a maximum aggregate incremental cost to the Company of $150,000 per fiscal year. The values ofretaining key talent.
| | | • Provided key experiences and refined development plans for potential successors. | | | • Refined development plans for all perquisitesattorneys and other personal benefits provided to our NEOs are included in the “All Other Compensation” column of the Summary Compensation Table on page 66.professionals. | | | Our Decision-Making ProcessThe Compensation Committee oversees the compensation• Hired and benefits programs for our NEOs. The Committee is comprised solely of independent, non-employee members of the Board of Directors. The Committee works very closely with its independent compensation consultant and management to ensure that our Company’s executive compensation program is appropriately aligned with our business strategy and is achieving the desired objectives. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed through investors.hologic.com.integrated new Corporate Secretary.
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
MR. THORNAL | | | | Fiscal 2021 STIP Awards
The Role ofBased on the Committee
The Committee seeks to ensure that the links between our executive compensation program and our business goals are responsible, appropriate and strongly aligned with stockholder interests. The Committee annually determines the compensation levels of our NEOs by considering several factors, including:
Each NEO’s role and responsibilities
How the NEO is performing those responsibilities
Our historical and anticipated futureCompany’s financial performance
Compensation practices of the companies in our peer group(s)
Survey data from a broader group of comparable public companies (where appropriate)
The Role of Management
During fiscal 2020, Mr. MacMillan reviewed the performance and compensation of the NEOs, other than himself, and made recommendations as to their compensation to the Committee. No executive officer participates in the deliberations of the Committee regarding his or her own compensation.
The Role of the Independent Compensation Consultant
The Committee retained Pearl Meyer & Partners, LLC (Pearl Meyer) to serve as its executive compensation consultant for fiscal 2020. Pearl Meyer did not perform any services for us other than as directed by the Committee.
During fiscal 2020, Pearl Meyer advised the Committee on a variety of subjects such as compensation plan design and trends, pay for performance analytics, benchmarking norms, and other such matters. Pearl Meyer also conducted a risk assessment of our executive compensation practices for fiscal 2020, as described in the “Risk” section on page 14. Pearl Meyer reports directly to the Committee, participates in meetings as requested and communicates with the Committee Chair between meetings as necessary.Prior to engaging Pearl Meyer, the Committee reviewed the firm’s qualifications as well as its independencean assessment of Mr. Thornal’s individual performance for fiscal 2021, Mr. Thornal was awarded a total bonus amount of $675,000, which represents 189% of his overall target amount.
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Performance Objectives and Outcomes Mr. Thornal’s individual performance objectives were designed to reward the achievement of the following goals: | Driving global growth by achieving U.S. and any potential conflictsworldwide revenue budget, delivering worldwide launches on time with revenue in excess of interest. The Committee hasforecast, adding a new product from business development activity and expanding the sole authority to modify or approve Pearl Meyer’s compensation, determinewomen’s health menu through the naturestrategic partnership with Quest Diagnostics and scope of its services, evaluate its performance, and terminate the engagement and hire a replacement or additional consultant at any time. Peer Group
The Committee compares our executive compensation program to a group of companies that are comparable in terms of size and industry (the Primary Peer Group). The overall purpose of this peer group is to provide a market frame of reference for evaluating our compensation arrangements (current or proposed), understanding compensation trends among comparable companies, and reviewing other compensation and governance-related topics that may arise during the coursefinalizing of the year.strategic alliance contract.
| | | • Exceeded growth targets with accelerated placement of our Panther instruments. | | | • Achieved 25 million or more total SARS-CoV-2 tests produced per month. | | | • Completed back-to-back acquisitions of Biotheranostics, Diagenode and Mobidiag to broaden product offerings and customer base. | | | Strengthening the pipeline for 2022 and beyond by completing launch of in-process research and development and accelerating acquisitions while keeping up with COVID-19 demand. | | | • Launched in-process research and development products, including COVID/Flu Multiplex, while fulfilling continued demand for SARS-CoV-2 tests. | | | • Facilitated organic product pipeline development. | | | Focusing on succession planning and talent development by providing key experiences and coaching for potential successors and identifying and growing near- and long-term succession candidates in key positions. | | | • Progressed on the development of potential successors and other key leadership roles. | | | • Filled open positions with speed. | | | | | | 61
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TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
LONG-TERM EQUITY INCENTIVES We believe long-term equity incentive compensation encourages NEOs to seek sustainable growth and value creation. We also use our long-term awards to attract and retain critical employee talent by providing a competitive market-based opportunity. To achieve these objectives, we award long-term incentives on an annual basis in the form of equity. For fiscal 2021, we structured our annual equity incentive awards as follows: Performance Stock Units - ROIC PSUs One-third of the PSUs granted use ROIC as a metric and vest only if the Company achieves a pre-determined ROIC minimum threshold at the end of a one-year performance period and the NEO satisfies the service-based three-year cliff vesting period (the ROIC PSUs). If the minimum ROIC threshold is not achieved, none of the ROIC PSUs granted for that performance period will vest and all will be forfeited. If the target ROIC goal is achieved, 100% of the ROIC PSUs granted will vest. The maximum payout for ROIC PSUs is limited to 200% of the target number of ROIC PSUs granted and is earned only if we achieve the maximum ROIC goal. 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. Earned ROIC PSUs remain subject to service-based vesting for an additional two years (for a total of a three-year cliff vesting period), at which time the earned ROIC PSU awards are settled in shares of our common stock, unless settlement has been deferred pursuant to the Company’s Deferred Equity Plan. For details about our use of ROIC as a performance measure, please see “Why ROIC, Relative TSR and Adjusted FCF?” below. ROIC PSUs also are subject to the terms and conditions set forth in the form of ROIC Performance Stock Unit Award Agreement. The following table outlines the threshold, minimum, target, 150% and maximum ROIC goals for the ROIC PSUs granted as fiscal 2021 long-term incentive awards (see “2021 Long-Term Annual Incentive Award Grants” below): (1)
| Calculated at the end of the one-year performance period. |
(2)
| Expressed as a percentage of target PSUs granted. |
Vesting of ROIC PSUs Granted in Fiscal 2018 The ROIC PSU awards granted in November 2017 (fiscal 2018) vested in November 2020 (fiscal 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 13%. Actual ROIC performance was 14.7% for the three-year performance period. Accordingly, these PSUs vested at 170% of target. 56 | | | For setting target compensation levels for NEOs in fiscal
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TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
Vesting of ROIC PSUs Granted in Fiscal 2019 The ROIC PSU awards granted in November 2018 (fiscal 2019) vested in November 2021 (fiscal 2022). 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 13% and maximum ROIC was 15%. Actual ROIC performance was 21.35% for the three-year performance period. Accordingly, these PSUs vested at 200% of target. Earning of ROIC PSUs Granted in Fiscal 2021 The ROIC PSU awards granted in November 2020 (fiscal 2021) became earned in November 2021 (fiscal 2022). These ROIC PSUs are subject to three-year service-based cliff vesting, with performance-based vesting contingent on the Company achieving an ROIC of 10% for the one-year performance period. If ROIC for the performance period was below 10%, none of the PSUs would vest. Target ROIC was 13% and maximum ROIC was 26%. Actual ROIC performance was 32.58% for the fiscal 2021 performance period. Accordingly, these PSUs became earned at 200% of target, subject to an additional two years of service-based vesting requirements. Performance Stock Units - TSR PSUs An additional one-third of the PSUs vest based on the Company’s total stockholder return as compared to the total stockholder return of companies in the TSR PSU Peer Group, measured over a three-year performance period (the TSR PSUs). The TSR PSU awards vest at target and at 200% of target upon achievement of relative total stockholder return at the 50th and 95th percentile, respectively. If the Company’s relative total stockholder return is below the 25th percentile, then no TSR PSUs will vest. At the vesting date, earned PSU awards are settled in shares of common stock, unless settlement has been deferred pursuant to the Company’s Deferred Equity Plan. For details about our use of relative TSR as a performance measure, please see “Why ROIC, Relative TSR and Adjusted FCF?” below. TSR PSUs also are subject to the terms and conditions set forth in the form of TSR Performance Stock Unit Award Agreement. Vesting of TSR PSUs Granted in Fiscal 2018 The PSU awards granted in November 2017 (fiscal 2018) vested in November 2020 (fiscal 2021). These TSR PSUs were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a relative total stockholder return at the 25th percentile or above. If relative total stockholder return for the performance period was below the 25th percentile, none of the PSUs would vest. Hologic’s total stockholder return for the three-year performance period was 66.72%, which put Hologic in the 70th percentile of the TSR PSU peer group. Accordingly, these PSUs vested at 141% of target. Vesting of TSR PSUs Granted in Fiscal 2019 The PSU awards granted in November 2018 (fiscal 2019) vested in November 2021 (fiscal 2022). These TSR PSUs were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a relative total stockholder return at the 25th percentile or above. If relative total stockholder return for the performance period was below the 25th percentile, none of the PSUs would vest. Hologic’s total stockholder return for the three-year performance period was 97.06%, which put Hologic in the 62nd percentile of the TSR PSU peer group. Accordingly, these PSUs vested at 123% of target. Performance Stock Units – FCF PSUs The final one-third of the PSUs vest based on the Company’s adjusted FCF measured over a one-year performance period and the NEO satisfies the service-based three-year cliff vesting period (the FCF PSUs). The FCF PSUs become earned based on the Company’s adjusted FCF performance as compared to plan, with achievement of 164% of plan resulting in earnings of 200% of target. If the Company’s adjusted FCF performance is less than 73% of plan, then no FCF PSUs will become earned. Earned FCF PSUs remain subject to service-based vesting for an additional two years (for a total of a three-year cliff vesting period), at which time the earned FCF PSU awards are settled in shares of common stock, unless settlement has been deferred pursuant to the Company’s Deferred Equity Plan. For details about our use of adjusted FCF as a performance measure, please see “Why ROIC, Relative TSR and Adjusted FCF?” below. FCF PSUs also are subject to the terms and conditions set forth in the form of FCF Performance Stock Unit Award Agreement. TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
The following table outlines the threshold, minimum, target, 145% and maximum FCF goals for the FCF PSUs granted as fiscal 2021 long-term incentive awards (see “2021 Long-Term Annual Incentive Award Grants” below):
(1)
| Calculated at the Company examined the practicesend of the following 15 companies, which it adoptedone-year performance period. |
(2)
| Expressed as our Primary Peer Group in March 2019 (as well as other relevant data):a percentage of target PSUs granted. |
Earning of FCF PSUs Granted in Fiscal 2020 The PSU awards granted in November 2019 (fiscal 2020) became earned in November 2020 (fiscal 2021). These FCF PSUs are subject to three-year service-based cliff vesting, with performance-based vesting contingent on the Company achieving adjusted FCF of $525 million. If adjusted FCF for the performance period was below $525 million, none of the PSUs would vest. Target adjusted FCF was $700 million. Actual adjusted FCF performance was $829.7 million for the fiscal 2020 performance period. Accordingly, these PSUs became earned at 174% of target, subject to an additional two years of service-based vesting requirements. Earning of FCF PSUs Granted in Fiscal 2021 The PSU awards granted in November 2020 (fiscal 2021) became earned in November 2021 (fiscal 2022). These FCF PSUs are subject to three-year service-based cliff vesting, with performance-based vesting contingent on the Company achieving adjusted FCF of $800 million. If adjusted FCF for the performance period was below $800 million, none of the PSUs would vest. Target adjusted FCF was $1,100 million and maximum adjusted FCF was $1,800 million. Actual adjusted FCF performance was $2,251 million for the fiscal 2021 performance period. Accordingly, these PSUs became earned at 200% of target, subject to an additional two years of service-based vesting requirements. 2020 Primary Peer Group CompositionTABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
Summary of Performance of Fiscal 2018 and Fiscal 2019 PSUs As reflected above, the overall performance of the Fiscal 2018 PSUs was 155.5% and Fiscal 2019 PSUs was 161.5%. The increase reflects the Company’s overall performance during the respective periods consistent with the Board’s philosophy to pay for performance. | Why ROIC, Relative TSR and Adjusted FCF? | | | ROIC. The Committee introduced ROIC as a performance metric in fiscal 2014 to hold management accountable for generating greater returns on capital allocated. Investors have been supportive of the use of ROIC. Given the significant improvement in ROIC since its introduction as a performance metric, the Committee believes it is having the intended effect. | | | 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. See Annex 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 Group is calculated and then Hologic’s discrete percentile rank is calculated. The TSR PSUs vest at target and at 200% of target upon achievement of relative TSR at the 50th and 95th percentile, respectively. If the Company’s relative TSR is below the 25th percentile, no TSR PSUs will vest and all will be forfeited. | | | 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 EPS under our STIP as described in Annex A, except the impact to operating results from acquisitions and dispositions are not excluded, and non-operating income and expenses are excluded, such as interest expense, etc. The NOPAT amounts are intended to match the amounts included in our publicly released Non-GAAP results. Average stockholders’ equity is the average of the beginning of the period and the end of the period stockholders’ equity; provided, however, that average stockholders’ equity is adjusted to exclude any charges for impairment of goodwill and intangible assets that occur after September 28, 2013. Average net debt is the average of the beginning of the period and the end of the period net debt which is the total book value of all debt outstanding less cash and cash equivalents. |
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
| How We Establish ROIC, Relative TSR and Adjusted FCF Goals
ROIC. In setting ROIC goals for the ROIC PSUs, the Committee considered past performance as well as future opportunities for efficiencies. Considering the Company’s past and anticipated financial performance as well as its current strategy to accelerate business development activities, for the fiscal 2021 ROIC PSU grants, the Committee determined to adjust the 2021 ROIC minimum threshold to 10%, keep the target at 13% and increase the maximum to 26%. | | | RELATIVE TSR. In implementing and setting the relative TSR goals for the TSR PSUs, the Committee considered market practice as well as the Company’s focus on driving stockholder value. The TSR PSUs granted as fiscal 2021 long-term incentive awards vest at target upon achievement of relative TSR at the 50th percentile of a custom TSR Peer Group. If the Company’s relative TSR is below the 25th percentile, then no TSR PSUs will vest, and all will be forfeited. The Company considered utilizing the 75th percentile of TSR as the threshold for the maximum 200% payout, as many companies do, but determined to use the more challenging 95th percentile as the threshold for maximum payout. | | | 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. | |
Stock Options Stock options vest in four equal annual installments, becoming fully vested on the fourth anniversary of the grant date. Stock options have a 10-year term and are subject to the terms and conditions set forth in the form of Stock Option Award Agreement. Restricted Stock Units RSUs vest in three equal annual installments, becoming fully vested on the third anniversary of the grant date. Only vested RSUs can be exchanged for shares of Hologic common stock. RSUs also are subject to the terms and conditions set forth in the form of Restricted Stock Unit Award Agreement. 2021 Long-Term Annual Incentive Award Grants The annual long-term incentive awards granted to our NEOs in November of 2020 (fiscal 2021) as compared to awards for fiscal 2020 are as follows: | Stephen P. MacMillan | | | 9,896,996 | | | 9,425,710(2) | | | 5.0% | | | Karleen M. Oberton | | | 1,900,000 | | | 1,700,000 | | | 11.8% | | | Sean S. Daugherty | | | 1,200,000 | | | 950,000 | | | 26.3% | | | John M. Griffin | | | 1,700,000 | | | 1,600,000 | | | 6.3% | | | Kevin R. Thornal | | | 1,400,000 | | | 1,000,000 | | | 40% | |
(1)
| 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. |
(2)
| Includes $1,000,000 matching RSU grant made in fiscal 2020 pursuant to Mr. MacMillan’s Employment Agreement, which Mr. MacMillan is no longer entitled to receive. |
The 5% increase in the value of Mr. MacMillan’s fiscal 2021 long-term incentive award annual grant value as compared to his fiscal 2020 annual grant value reflects his leadership in navigating the Company and employees through the COVID-19 pandemic. The increase in value of Ms. Oberton’s fiscal 2021 long-term incentive award grant as compared to her fiscal 2020 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 recognition of his assumption of the role of Group President of Breast/Skeletal Health and GYN Surgical Solutions prior to the end of fiscal 2020. The increase in Mr. Griffin’s TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
grant was based on his strong leadership, execution on business development strategies and focus on priorities to accelerate revenue growth across the Company. Mr. Thornal’s grant increased in recognition of his strong day-to-day leadership in the Company’s successful response to the COVID-19 pandemic. 2022 Long-Term Annual Incentive Award Grants For the annual long-term incentive awards granted to our NEOs in November of 2021 (fiscal 2022), the grants increased by approximately 1% for Mr. MacMillan, 5% for Ms. Oberton, 3% for Mr. 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 Deferred Compensation Program Contributions The Company’s Non-Qualified Deferred Compensation Plan (the DCP) provides our NEOs with non-qualified retirement benefits in excess of what may be provided under our 401(k) Savings and Investment Plan and tax code limitations. The Committee considers the DCP Company contribution in the context of total compensation and views the contribution both as a tool to help close a competitive market gap when evaluating the total value of annual compensation and as a retention mechanism. The DCP allows NEOs to contribute up to 75% of their base salary and 100% of their annual bonus to a supplemental retirement account. In addition, the Company has the ability to make annual contributions to the DCP. Each DCP contribution the Company makes on behalf of our NEOs is subject to a three-year vesting schedule, such that one-third of each contribution vests annually and each contribution is fully vested three years after the contribution is made. In addition, Company contributions become fully vested upon: (i) death, disability or a change of control; (ii) retirement after the attainment of certain age and/or service milestones; or (iii) as otherwise provided by the Committee in its sole discretion. The DCP Company contributions granted to our NEOs in November 2021 (fiscal 2022) and November 2020 (fiscal 2021) are set forth below: | 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 | |
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. Each of our NEOs received slightly decreased DCP contributions for fiscal 2022 based on the lower STIP funding factor for fiscal 2021 compared to fiscal 2020. Deferred Equity Plan The Hologic, Inc. Deferred Equity Plan, as amended (the DEP) is designed to allow executives and non-employee directors to accumulate Hologic stock in a tax-efficient manner and assist them in meeting their long-term equity accumulation goals and stock ownership guidelines. Participants may elect to defer the settlement of RSUs and PSUs granted under the Amended and Restated 2008 Equity Incentive Plan until separation from service or separation from service plus a fixed number of years. Participants may defer settlement by vesting tranche. Although the equity will vest on schedule, if deferral of settlement is elected, no shares will be issued until the settlement date. The settlement date will be the earlier of death, disability, change in control or separation from service/separation from service plus number of years elected. TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
RETIREMENT BENEFITS The Committee maintains retirement benefits to help the Company attract and retain the most highly talented senior executives. Over the years, the Committee has modified these programs to ensure competitive alignment with an evolving market. We believe the overall value of our retirement program is consistent with our industry peers. 401(K) SAVINGS AND INVESTMENT PLAN The Company sponsors a 401(k) Savings and Investment Plan, which is a qualified retirement plan offered to all eligible employees, including our NEOs. The Plan allows participants to elect to defer a portion of their compensation on a pre-tax basis, up to the limits imposed by the Internal Revenue Code of 1986, as amended. In 2021, which includes the first three months of the Company’s fiscal 2022, the Company matched 100% of the first 3% and 50% of the next 2% of each participant’s deferrals, up to an amount equal to 4% of the first $290,000 earned by a participant. EQUITY RETIREMENT PROVISION After considering market trends in retirement program practices as well as the needs of the Company, during fiscal 2016, the Committee approved the addition of a retirement provision to its equity compensation program. The provision, which applies solely to U.S. employees, provides for the continued vesting of RSUs and stock options and pro-rata vesting of PSUs when a person retires, if the individual is either 65 years of age or older, or at least 55 years of age with ten years of continuous service with the Company. While RSUs and stock options continue to vest on their original vesting schedule following retirement, PSUs vest on their original vesting date on a pro-rata basis (based on number of days employed during the applicable performance period) based on actual performance during the performance period (assuming threshold performance is achieved). If threshold performance is not achieved during the applicable performance period, no PSUs will vest. This equity retirement provision is applicable to equity grants made from November 5, 2015 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. OTHER BENEFITS AND PERQUISITES Our NEOs also generally participate in other benefit plans on the same terms as all of our other employees. These plans include our employee stock purchase plan, medical and dental insurance, life insurance, short- and long-term disability insurance programs, as well as customary vacation, leave of absence and other similar policies. We also provide limited perquisites and personal benefits based on considerations unique to each NEO position. During fiscal 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 personal use. The 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 68. Our Decision-Making Process The Compensation Committee oversees the compensation and benefits programs for our NEOs. The Committee is comprised solely of independent, non-employee members of the Board of Directors. The Committee works very closely with its independent compensation consultant and management to ensure that our Company’s executive compensation program is appropriately aligned with our business strategy and is achieving the desired objectives. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed through investors.hologic.com. THE ROLE OF THE COMMITTEE The Committee seeks to ensure that the links between our executive compensation program and our business goals are responsible, appropriate and strongly aligned with stockholder interests. The Committee annually determines the compensation levels of our NEOs by considering several factors, including: Each NEO’s role and responsibilities How the NEO is performing those responsibilities Our historical and anticipated future financial performance TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
Compensation practices of the companies in our peer group(s) Survey data from a broader group of comparable public companies (where appropriate) THE ROLE OF MANAGEMENT During fiscal 2021, Mr. MacMillan reviewed the performance and compensation of the NEOs, other than himself, and made recommendations as to their compensation to the Committee. No executive officer participates in the deliberations of the Committee regarding his or her own compensation. THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT The Committee retained Pearl Meyer & Partners, LLC (Pearl Meyer) to serve as its executive compensation consultant for fiscal 2021. Pearl Meyer did not perform any services for us other than as directed by the Committee. During fiscal 2021, Pearl Meyer advised the Committee on a variety of subjects such as compensation plan design and trends, pay for performance analytics, benchmarking norms, and other such related matters. Pearl Meyer also conducted a risk assessment of our executive compensation practices for fiscal 2021, as described in the “Risk” section on page 14. Pearl Meyer reports directly to the Committee, participates in meetings as requested and communicates with the Committee Chair between meetings as necessary. Prior to engaging Pearl Meyer, the Committee reviewed the firm’s qualifications as well as its independence and any potential conflicts of interest and determined there were none. The Committee has the sole authority to modify or approve Pearl Meyer’s compensation, determine the nature and scope of its services, evaluate its performance, and terminate the engagement and hire a replacement or additional consultant at any time. PEER GROUP The Committee compares our executive compensation program to a group of companies that are comparable in terms of size and industry (the Primary Peer Group). The overall purpose of this peer group is to provide a market frame of reference for evaluating our compensation arrangements (current or proposed), understanding compensation trends among comparable companies, and reviewing other compensation and governance-related topics that may arise during the course of the year. For setting target compensation levels for NEOs in fiscal 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): 2021 Primary Peer Group Composition | 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. | | | DENTSPLY Sirona, Inc.
| | | PerkinElmer, Inc.
| | | Varian Medical Systems, Inc.
| |
Peer Group Data(1) | 50th Percentile | | | $3,527 | | | $24,228 | | | Hologic | | | $3,337 | | | $16,697 | | | Hologic Rank | | | 45th | | | 30th | |
(1)
| Data as available January 2020. | | |
Edwards Lifesciences Corp.
| | | ResMed, Inc.
| | | Waters Corporation | | | | | | 63 | | IDEXX Laboratories, Inc.
|
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
Each year, Pearl Meyer conducts and presents to the Committee an executive compensation competitive assessment to assist the Committee in assessing whether executive target pay levels by element and in the aggregate are competitive in the marketplace. For fiscal 2021, the target annual TDC opportunities, comprised of base salary, target annual STIP, annual long-term incentive awards and deferred compensation contributions, were determined to be competitive with market median for Ms. Oberton, above market median for Messrs. Griffin and MacMillan and below market median for Messrs. Daugherty and Thornal. | | | Steris Plc
| | | Zimmer Biomet Holdings, Inc.
| |
Peer Group Data(1)
| 50th Percentile | | | $3,128 | | | $17,039 | | | Hologic | | | $3,325 | | | $15,553 | | | Hologic Rank | | | 55th | | | 45th | |
(1)
| Data as available January 2019. |
Each year, Pearl Meyer conducts and presents to the Committee an executive compensation competitive assessment to assist the Committee in assessing whether executive target pay levels by element and in the aggregate are competitive in the marketplace. For fiscal 2020, the target annual TDC opportunities, comprised of base salary, target annual STIP, annual long-term incentive awards and deferred compensation contributions, were determined to be competitive with market median for Mr. Griffin, above market median for Mr. MacMillan and below market median for Ms. Oberton and Messrs. Thornal and Valenti.
Changes to the Primary Peer Group Pearl Meyer and the Committee review our Primary Peer Group annually for appropriateness based on a variety of factors including: similarities in revenue levels and size of market capitalization and enterprise value, similarities to the industries in which we operate, the overlapping labor market for top management talent, our status as a publicly traded, U.S.-based, non-subsidiary company, and various other characteristics. The Company uses enterprise value in addition to market capitalization for comparative purposes because of its capital structure. TABLE OF CONTENTS
HOLOGIC, INC. 2021 Proxy Statement
Following the 20202021 review of our Primary Peer Group in March 2020,2021, the Committee did not make any changes.removed Varian Medial Systems, Inc. from our Primary Peer Group as 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 setting target compensation levels for the NEOs for fiscal 20212022 is as follows: | 20212022 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.
Varian Medical Systems, Inc.
Waters Corporation
Zimmer Biomet Holdings, Inc. | |
Peer Group Data(1) | 50th Percentile | | | $3,200 | | | $38,000 | | | Hologic | | | $3,800 | | | $22,500 | | | Hologic Rank | | | 60th | | | 40th | |
(1)
| Data as available January 2021. |
Pearl Meyer also developed a Supplemental Practices Peer Group of larger companies to serve as a reference point in understanding design characteristics of compensation programs at larger companies. The group was not used to set compensation levels for the NEOs. The group consists of both direct product competitors and recent sources of executive talent. Below is the Supplemental Practices Peer Group which the Company referenced while assessing overall compensation design for fiscal 20202021 compensation. Supplemental Practices Peer Group Composition | 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. |
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
TSR Peer Group The Company uses a custom TSR Peer Group comprised of select companies from the Company investor relations performance benchmarking group and the executive compensation Peer Groups discussed above. The TSR Peer Group is approved by the Compensation Committee each year at the time the TSR PSU awards are granted. Companies which are acquired or otherwise delisted during the performance period are excluded from the final calculation. For the fiscal 20202021 TSR PSU awards, the following companies were set as the TSR Peer Group: 20202021 TSR Peer Group Composition
| Abbott Laboratories | | | IDEXX Laboratories, Inc. | | | Quest Diagnostics Inc.Qiagen NV
| | | Agilent Technologies, Inc. | | | Illumina, Inc. | | | ResMedQuest Diagnostics Inc.
| | | Baxter International Inc. | | | Integra LifeSciences Holdings Corp | | | Stryker CorporationResMed Inc.
| | | Becton, Dickinson and Company | | | Intuitive Surgical, Inc. | | | The Cooper Companies, Inc.Stryker Corporation
| | | Boston Scientific Corporation | | | Laboratory Corp. of America Holdings | | | Thermo Fisher ScientificThe Cooper Companies, Inc.
| | | Bruker Corporation | | | Mettler-Toledo International Inc. | | | Varian Medical Systems,Thermo Fisher Scientific Inc.
| | | DENTSPLY SIRONA Inc. | | | NuVasive, Inc. | | | Waters Corporation | | | DexCom, Inc. | | | PerkinElmer, Inc. | | | Zimmer Biomet Holdings, Inc. | | | Edwards Lifesciences Corp. | | | Qiagen NV
| | | | | | | | | | | | | |
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Additional Compensation Practices, Policies & Guidelines Our Position on Employment, Change of Control and Severance AgreementsOUR POSITION ON EMPLOYMENT, CHANGE OF CONTROL AND SEVERANCE AGREEMENTS
Our ability to build the exceptional leadership team in place today was due in large part to our having a full complement of compensation tools available to us and the flexibility to use them. This includes the ability to leverage employment, change of control and severance agreements. The Committee believes that together, our employment, change of control and severance agreements, which are guided by our compensation philosophy and governance practices and policies (e.g., double-trigger change of control provisions, no tax gross-ups), are well aligned with those of our peers. More importantly, they foster stability within senior management by helping our executives maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of our Company. The Committee believes that providing change of control and severance benefits eliminates, or at least reduces, any reluctance of senior management to pursue potential change of control transactions that may be in the best interests of stockholders. We also understand the concern of our stockholders regarding severance arrangements, and in 2015, the Committee adopted a Policy on Executive Severance Agreements. This policy limits severance benefits under any new severance or employment agreements entered into with executive officers to 2.99 times the sum of the executive officer’s base salary and non-equity incentive plan payment or other annual non-equity bonus or award; any benefits in excess of this amount must be ratified by stockholders. For purposes of this policy “severance benefits” do not include the value of accelerated vesting of any outstanding equity awards or payments under the Company’s retirement and deferred compensation plans. Details about the specific arrangements made with our NEOs are set forth on pages 7476 and 7577. Executive Stock Ownership GuidelinesEXECUTIVE STOCK OWNERSHIP GUIDELINES
Our Board believes that our directors and officers should hold a meaningful financial stake in the Company in order to further align their interests with those of our stockholders. Our CEO is expected to achieve equity ownership in the Company with a value of five times his then current base salary and each of our other NEOs and executive officers is expected to achieve equity ownership in the Company with a value of two times his or her then current base salary, within five years of becoming subject to the guidelines. Only shares of stock issued and outstanding (or vested and deferred under our deferred equity plan) are credited towards the ownership goals. No unvested RSUs or PSUs or outstanding stock options (regardless of whether or not vested) are credited towards the ownership goals. All of our NEOs who have been subject to the guidelines for five years have achieved ownership in excess of the guideline. Information about ownership guidelines for our non-employee directors can be found in the “Director Compensation” section on page 3234 of this proxy statement. | Incentivized to Drive Stockholder Value | | | 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 2020,2021, he owned equity in the Company with a value of over 81 times his fiscal 2020 base salary. The value of these shares held by Mr. MacMillan (including shares vested but deferred, but not including any unvested equity) is, in the Company with a value of over $89 million, based on the closing price per share of Hologic stock on September 25, 2020,161 times his fiscal 2021 base salary, making him one of our 3020 largest stockholders. Mr. MacMillan purchased over 17%approximately 11% of these shares in the open market. As evidenced by his substantial ownership of Hologic shares, Mr. MacMillan’s interests are well-aligned with those of our stockholders. | |
Compensation Recoupment Policy Under our compensation recoupment, or clawback, policy, if our Board determines that an officer engaged in fraud or willful misconduct that resulted in a restatement of the Company’s financial results, then the Board may review all performance-based compensation – both cash and equity – awarded to or earned by that officer on the basis of performance during the fiscal periods materially affected by the restatement. If, in the view of our Board, the performance-based compensation would have been lower if it had been based on the restated financial results, the Board may, to the extent permitted by applicable law, seek recoupment from that officer of any portion of such performance-based compensation as it deems appropriate after a review of all relevant facts and circumstances. Any recoupment under this policy may be in addition to, and shall not otherwise limit, any other remedies that may be available to the Company under applicable law, including disciplinary actions up to and including termination of employment. TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Hedging and Pledging Policy Our Insider Trading Policy prohibits employees and directors of the Company from engaging in hedging or similar arrangements with respect to the Company’s securities, including, without limitation, short sales and buying or selling puts, calls or other derivative securities (except for stock options granted by the Company). Pursuant to the Insider Trading Policy, employees and directors are also prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. Tax and Accounting Considerations The Committee considers tax and accounting implications in determining all elements of our compensation plans, programs and arrangements, although they are not the only factors considered. In some cases, other important considerations may outweigh tax or accounting considerations and the Committee maintains the flexibility to compensate its officers in accordance with the Company’s compensation philosophy. Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits the deductibility of compensation to $1 million per year for certain named executive officers of the Company, except that historically Section 162(m) provided for an exemption for compensation that qualified as “performance-based compensation.” In the past, several elements of our named executive officers’ compensation were intended to be deductible under Section 162(m) as performance-based compensation. The Tax Cuts and Jobs Act of 2017 repealed the exemption from the Section 162(m) deduction limit for performance-based compensation, effective for taxable years beginning after December 31, 2017. As a result, we expect that compensation paid to our named executive officers in excess of $1 million generally will not be deductible. TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Executive Compensation Tables Summary Compensation Table The following table presents information regarding compensation of each of the NEOs for services rendered during the fiscal years indicated. A description of our compensation policies and practices as well as a description of the components of compensation payable to our NEOs is included above under “Compensation Discussion and Analysis.” | Name and
Principal Position(1) | | Year | | Salary
($)(2) | | Bonus
($) | | Stock
Awards
($)(4) | | Option
Awards
($)(5) | | Non-Equity
Incentive Plan
Compensation
($)(6) | | Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($) | | All Other
Compensation
($) | | Total
($) | | Name and
Principal Position(1) | | Year | | Salary
($) | | 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 | | | 2020 | | 1,092,604 | | — | | 7,261,555 | | 2,106,425 | | 3,278,181 | | — | | 386,909(7) | | 14,125,674 | | 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 | | | 2019 | | 1,060,900 | | — | | 7,082,065 | | 2,027,373 | | 1,814,139 | | — | | 390,276 | | 12,374,753 | | | 2020 | | 1,092,604 | | — | | 7,261,555 | | 2,106,425 | | 3,278,181 | | — | | 386,909 | | 14,125,674 | | | 2018 | | 1,030,000 | | — | | 27,183,611 | | 12,072,994 | | 1,390,500 | | — | | 363,037 | | 42,040,142 | | | 2019 | | 1,060,900 | | — | | 7,082,065 | | 2,027,373 | | 1,814,139 | | — | | 390,276 | | 12,374,753 | | | Karleen M. Oberton Chief Financial Officer | | | 2020 | | 499,954 | | — | | 1,263,365 | | 424,989 | | 675,000 | | — | | 274,099(8) | | 3,137,407 | | Karleen M. Oberton Chief Financial Officer | | | 2021 | | 549,039 | | — | | 1,489,638 | | 475,102 | | 715,000 | | — | | 339,346(7) | | 3,568,125 | | | 2019 | | 475,000 | | — | | 1,049,897 | | 349,993 | | 425,000 | | — | | 158,075 | | 2,457,965 | | | 2020 | | 499,954 | | — | | 1,263,365 | | 424,989 | | 675,000 | | — | | 274,099 | | 3,137,407 | | | 2018 | | 376,032 | | — | | 262,379 | | 87,492 | | 337,500 | | — | | 76,240 | | 1,139,643 | | | 2019 | | 475,000 | | — | | 1,049,897 | | 349,993 | | 425,000 | | — | | 158,075 | | 2,457,965 | | | John M. Griffin
General Counsel | | | 2020 | | 514,936 | | — | | 1,188,976 | | 399,993 | | 675,000 | | — | | 186,400(9) | | 2,965,305 | | 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 | | | 2019 | | 495,000 | | — | | 1,124,991 | | 374,995 | | 440,000 | | — | | 188,038 | | 2,623,024 | | | — | | — | | — | | — | | — | | — | | — | | — | | — | | | 2018 | | 470,000 | | — | | 1,049,910 | | 349,995 | | 375,000 | | — | | 188,009 | | 2,432,914 | | | — | | — | | — | | — | | — | | — | | — | | — | | — | | | Kevin R. Thornal Division President, Diagnostics | | | 2020 | | 450,075 | | 500,000(3) | | 743,132 | | 249,989 | | 675,000 | | | | 255,290(10) | | 2,873,486 | | John M. Griffin
General Counsel | | | 2021 | | 529,712 | | — | | 1,332,728 | | 425,087 | | 715,000 | | — | | 311,600(9) | | 3,314,127 | | | 2019 | | 408,654 | | 850,000(3) | | 637,412 | | 212,492 | | 385,000 | | — | | 246,740 | | 2,740,298 | | | 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 | | | Peter J. Valenti, III Former Division President, Breast & Skeletal Health | | | 2020 | | 539,935 | | — | | 1,263,365 | | 424,989 | | 810,000 | | — | | 378,045(11) | | 3,416,334 | | Kevin R. Thornal Division President, Diagnostics Solutions | | | 2021 | | 474,519 | | — | | 1,097,433 | | 350,065 | | 675,000 | | — | | 515,373(10) | | 3,112,390 | | | 2019 | | 510,000 | | — | | 1,049,897 | | 349,993 | | 470,000 | | — | | 210,437 | | 2,590,327 | | | 2020 | | 450,075 | | 500,000(2) | | 743,132 | | 249,989 | | 675,000 | | — | | 255,290 | | 2,873,486 | | | 2018 | | 490,000 | | — | | 749,891 | | 249,987 | | 385,000 | | — | | 162,660 | | 2,037,538 | | | 2019 | | 408,654 | | 850,000(2) | | 637,412 | | 212,492 | | 385,000 | | — | | 246,740 | | 2,740,298 | |
(1)
| Reflects position on September 26, 2020,25, 2021, the last day of fiscal 2020. Mr. Valenti retired from the Company effective December 31, 2020. From the end of fiscal 2020 through his retirement, he transitioned from the role of Division President, Breast and Skeletal Health to Senior Advisor to the Chief Executive Officer. 2021. |
(2)
| For fiscal 2020, the amounts included in the “Salary” column also includes the amount of lump sum payments received by each NEO in November 2020 equal to the amount of the base salary reductions that occurred during fiscal 2020 as a result of the COVID-19 pandemic. |
(3)
| For fiscal 2020, represents bonus paid to Mr. Thornal in recognition of his outstanding leadership and performance during the COVID-19 pandemic as the leader of our Diagnostics Division. For fiscal 2019, represents bonus paid in connection with Mr. Thornal assuming the role of Division President, Diagnostics, recognizing his work on the divestiture of the Company’s former Cynosure medical aesthetics division. |
(4)(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 years and PSUs subject to adjusted free cash flow goals (FCF PSUs) granted during fiscal 2021 and 2020. These 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 26, 2020.25, 2021. The RSUs (other than the matching RSUs discussed below) vest annually in equal installments over a required three-year service period, and the PSUs cliff-vest at the end of a three-year period provided the pre-determined performance metrics are achieved (ROIC, relative TSR or adjusted FCF, as applicable). For the PSUs, the grant date fair value is based on our estimate of the probable outcome of the performance conditions applicable to each PSU award. Assuming the achievement of the highest level of performance conditions with respect to these PSUs (200% of target for the ROIC PSUs, TSR PSUs and the FCF PSUs), the maximum possible value of the ROIC, TSR and FCF PSUs, respectively, granted to our NEOs in fiscal 20202021 are: Mr. MacMillan: $2.8$3.3 million, $2.8$3.3 million and $2.8$3.3 million; Ms. Oberton: $633,000, $633,000 and $633,000; Mr. Daugherty: $400,000, $400,000 and $400,000; Mr. Griffin: $567,000, $567,000 and $567,000; Mr. Griffin: $533,000, $533,000 and $533,000; Mr. Thornal: $333,000, $333,000$467,000, $467,000 and $333,000; and Mr. Valenti: $567,000, $567,000 and $567,000. Mr. MacMillan’s stock awards in fiscal 2018 include his special retention equity grant with an aggregate grant date fair value of $20.0 million, split evenly between ROIC PSUs and TSR PSUs. For Mr. MacMillan, the stock awards in fiscal 2020, 2019 and 2018 also include matching RSUs granted on November 11, 2019, November 12, 2018 and December 1, 2017 with a fair value on the date of grant of $1.0 million, $1.0 million and $965,000, respectively, which is equal to the number of shares owned (up to a maximum of $1.0 million), including equity which is vested but deferred, by Mr. MacMillan as of September 28, 2019, September 29, 2018 and September 30, 2017 respectively. These matching RSUs were granted by the Company in accordance with Mr. MacMillan’s Employment Agreement and vest in one installment on the third anniversary of the grant date, assuming Mr. MacMillan is employed by the Company on that date. For more information, see “Mr. MacMillan’s Employment Agreement” on page 47. $467,000. |
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HOLOGIC, INC. 2021 Proxy Statement
(5)(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 26, 2020. Mr. MacMillan’s option awards in fiscal 2018 include a special retention stock option award with an aggregate grant date fair value of $10.0 million.25, 2021. |
(6)(5)
| Represents cash payments under the STIP. Bonuses paid under the 2021, 2020 2019 and 20182019 STIP were based on a combination of Company and individual performance for the applicable fiscal year. For more information, see “Fiscal 20202021 Total Direct Compensation Elements in Detail—Short-Term Incentive Plan” on page 4849. |
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
(7)(6)
| The amount represents (i) the Company’s contributions to the DCP in the amount of $285,000;$500,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan of $11,400;$11,600; (iii) value of Mr. MacMillan’s personal use of a leased automobile provided by the Company of $14,360.54;$14,792; and (iv) reimbursement and payment of expenses related to the Company’s annual salesforce reward trip of $43,872.73; (v) tax reimbursements of $6,786.86 related to the Company’s annual salesforce reward trip; and (vi) $25,489.21$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 $260,000;$250,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan of $17,100; (iii) automobile allowance of $7,800; and (iv) a housing allowance of $26,200 (and a related tax gross-up payment of $11,473), which was discontinued prior to the end of fiscal 2021. |
(9)
| The amount represents (i) the Company’s contributions to the DCP in the amount of $300,000; and (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan of $14,099.11. |
(9)
| The amount represents (i) the Company’s contributions to the DCP in the amount of $175,000; and (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan of $11,400. $11,600. |
(10)
| The amount represents (i) the Company’s contributions to the DCP in the amount of $135,000;$250,000; (ii) expatriate host country tax payment, consistent with practice for all employees on expatriate assignment, made during fiscal 2021 of $172,640 for holdover tax liability related to expatriate assignment prior to becoming an executive officer and related tax gross-up payment made during fiscal 2021 of $68,604; (iii) expatriate tax preparation services and automobile allowance; and (iv) the Company’s matching contributions under our 401(k) Savings and Investment Plan of $11,400; (iii) automobile allowance of $7,800; (iv) reimbursement of expenses related to the Company’s annual salesforce reward trip of $14,759.87; (v) tax reimbursements of $7,499.14 related to the Company’s annual salesforce reward trip; and (vi) moving allowance of $78,831.47. |
(11)
| The amount represents (i) the Company’s contributions to the DCP in the amount of $335,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan of $11,400; (iii) automobile allowance of $6,000; (iv) reimbursement of expenses related to the Company’s annual salesforce reward trip of $17,501.59; and (v) tax reimbursements of $8,143.20 related to the Company’s annual salesforce reward trip.$11,279. |
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Grants of Plan-Based Awards | | | | | | | | Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards(1) | | | Estimated Future
Payouts Under
Equity Incentive
Plan Awards(2) | | | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3) | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | Exercise
Price of
Option
Awards
($/Sh) | | Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(4) | | | | | | | | | Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards(1) | | | Estimated Future
Payouts Under
Equity Incentive
Plan Awards(2) | | | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3) | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | Exercise
Price of
Option
Awards
($/Sh) | | Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(4) | | | Name | | Grant
Date | | Approval
Date | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | Name | | Grant
Date | | Approval
Date | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | | Stephen P. MacMillan | | | | | | | 819,545 | | 1,639,091 | | 3,278,181 | | | | | | | | | | | | | | | | Stephen P. MacMillan | | | | | | | 819,545 | | 1,639,091 | | 3,278,182 | | | | | | | | | | | | | | | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | 46,183 | | | | | | 2,106,407 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | | | | | | | 36,199 | | | | | | 2,474,202 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | | | 152,529 | | 45.61 | | 2,106,425 | | | | | 11/09/2020 | | 11/1/2020 | | | | | �� | | | | | | | | | | | | 123,801 | | 68.35 | | 2,474,782 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | 21,925(5) | | | | | | 999,999 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 12,067 | | 24,133 | | 48,266 | | | | | | | | 1,649,491 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 15,394 | | 30,788 | | 61,576 | | | | | | | | 1,404,241 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 12,067 | | 24,133 | | 48,266 | | | | | | | | 1,986,387 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 15,394 | | 30,788 | | 61,576 | | | | | | | | 1,346,667 | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 12,067 | | 24,133 | | 48,266 | | | | | | | | 1,649,491 | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 15,394 | | 30,788 | | 61,576 | | | | | | | | 1,404,241 | | Karleen M. Oberton | | | | | | | 206,250 | | 412,500 | | 825,000 | | | | | | | | | | | | | | | | | Karleen M. Oberton | | | | | | | 187,500 | | 375,000 | | 750,000 | | | | | | | | | | | | | | | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | | | | | | | 6,949 | | | | | | 474,964 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | 9,318 | | | | | | 424,994 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | | | | | | | | | 23,767 | | 68.35 | | 475,102 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | | | 30,774 | | 45.61 | | 424,989 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 2,317 | | 4,633 | | 9,266 | | | | | | | | 316,666 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 3,106 | | 6,212 | | 12,424 | | | | | | | | 283,329 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 2,317 | | 4,633 | | 9,266 | | | | | | | | 381,342 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 3,106 | | 6,212 | | 12,424 | | | | | | | | 271,713 | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 2,317 | | 4,633 | | 9,266 | | | | | | | | 316,666 | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 3,106 | | 6,212 | | 12,424 | | | | | | | | 283,329 | | Sean S. Daugherty | | | | | | | 172,500 | | 345,000 | | 690,000 | | | | | | | | | | | | | | | | | John M. Griffin | | | | | | | 193,125 | | 386,250 | | 772,500 | | | | | | | | | | | | | | | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | | | | | | | 4,389 | | | | | | 299,988 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | 8,770 | | | | | | 400,000 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | | | | | | | | | 15,010 | | 68.35 | | 300,050 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | | | 28,964 | | 45.61 | | 399,993 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 1,463 | | 2,926 | | 5,852 | | | | | | | | 199,992 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 2,923 | | 5,846 | | 11,692 | | | | | | | | 266,636 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 1,463 | | 2,926 | | 5,852 | | | | | | | | 240,839 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 2,923 | | 5,846 | | 11,692 | | | | | | | | 255,704 | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 1,463 | | 2,926 | | 5,852 | | | | | | | | 199,992 | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 2,923 | | 5,846 | | 11,692 | | | | | | | | 266,636 | | John M. Griffin | | | | | | | 198,750 | | 397,500 | | 795,000 | | | | | | | | | | | | | | | | | Kevin R. Thornal | | | | | | | 168,750 | | 337,500 | | 675,000 | | | | | | | | | | | | | | | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | | | | | | | 6,217 | | | | | | 424,932 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | 5,481 | | | | | | 249,988 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | | | | | | | | | 21,265 | | 68.35 | | 425,087 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | | | 18,102 | | 45.61 | | 249,989 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 2,073 | | 4,145 | | 8,290 | | | | | | | | 283,311 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 1,827 | | 3,654 | | 7,308 | | | | | | | | 166,659 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 2,073 | | 4,145 | | 8,290 | | | | | | | | 341,175 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 1,827 | | 3,654 | | 7,308 | | | | | | | | 159,826 | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 2,073 | | 4,145 | | 8,290 | | | | | | | | 283,311 | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 1,827 | | 3,654 | | 7,308 | | | | | | | | 166,659 | | Kevin R. Thornal | | | | | | | 178,125 | | 356,250 | | 712,500 | | | | | | | | | | | | | | | | | Peter J. Valenti, III | | | | | | | 202,500 | | 405,000 | | 810,000 | | | | | | | | | | | | | | | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | | | | | | | 5,120 | | | | | | 349,952 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | 9,318 | | | | | | 424,994 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | | | | | | | | | 17,512 | | 68.35 | | 350,065 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | | | | | | | | | 30,774 | | 45.61 | | 424,989 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 1,707 | | 3,413 | | 6,826 | | | | | | | | 233,279 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 3,106 | | 6,212 | | 12,424 | | | | | | | | 283,329 | | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 1,707 | | 3,413 | | 6,826 | | | | | | | | 280,924 | | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 3,106 | | 6,212 | | 12,424 | | | | | | | | 271,713 | | | | 11/09/2020 | | 11/1/2020 | | | | | | | | 1,707 | | 3,413 | | 6,826 | | | | | | | | 233,279 | | | | | 11/11/2019 | | 11/4/2019 | | | | | | | | 3,106 | | 6,212 | | 12,424 | | | | | | | | 283,329 | | |
(1)
| Represents threshold, target and maximum annual cash incentive awards under the 20202021 STIP. The threshold amount for each NEO is 50% of target, as the minimum amount payable (subject to individual performance) if threshold performance is achieved. If the threshold is not achieved, the payment to the NEOs would be zero. The maximum amount for each NEO is 200% of target and reflects the maximum amount payable (subject to individual performance) if maximum performance is achieved. Payout is based upon achievement of the performance measures listed in the “2020“2021 Performance Objectives and Results” in the CD&A on page 4950. The actual amounts earned by each NEO are set forth in the Summary Compensation Table. |
(2)
| Represents threshold, target and maximum award amounts for the FY20-FY22FY21-FY23 performance cycle pursuant to ROIC PSUs, TSR PSUs and FCF PSUs issued as part of our fiscal 20202021 annual equity awards. The PSUs are subject to ROIC goals, relative TSR achievement goals and adjusted FCF achievement goals, as applicable. |
• | ROIC PSUs. ROIC PSUs vestbecome earned only if the Company achieves a pre-determined average ROIC threshold at the end of a one-year performance period and vest at the end of a three-year performanceservice period. If we fail to achieve the three-year average ROIC minimum threshold, all ROIC PSUs for that three-yearone-year performance period will be forfeited. If the target three-year average ROIC goal is achieved, 100% of the ROIC PSUs will vest.become earned. The maximum payout for ROIC PSUs is limited to 200% of the shares granted and is earned only if we achieve the maximum three-year average ROIC goal. See “Performance Stock Units – ROIC PSUs” on page 5556 for applicable ROIC goals. |
• | 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 25th, 50th25th, 50th and 95th95th percentile, respectively. |
• | FCF PSUs. FCF PSUs vestbecome earned only if the Company achieves a one-year adjusted free cash flow measure and the awards 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. |
TABLE OF CONTENTS
HOLOGIC, INC. 2021 Proxy Statement
(3)
| Represents RSUs issued as part of our fiscal 20202021 annual equity awards. |
(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 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 26, 2020. |
(5)
| Represents matching RSUs granted pursuant to the terms of Mr. MacMillan’s Employment Agreement. For more information, see “Mr. MacMillan’s Employment Agreement” beginning on page 47. |
Outstanding Equity Awards at Fiscal Year-End | Stephen P. MacMillan | | | 11/7/2014 | | | 190,844(3) | | | — | | | 26.21 | | | 11/07/2024 | | | | | | | | | | | | | | | | | | 11/5/2015 | | | 138,358 | | | — | | | 39.96 | | | 11/05/2025 | | | | | | | | | | | | | | | | | | 12/1/2016 | | | 120,423 | | | 40,142(4) | | | 37.64 | | | 12/01/2026 | | | | | | | | | | | | | | | | | | 12/1/2017 | | | 463,988 | | | 463,990(4) | | | 40.85 | | | 12/01/2027 | | | | | | | | | | | | | | | | | | 11/12/2018 | | | 37,767 | | | 113,304(4) | | | 40.97 | | | 11/12/2028 | | | | | | | | | | | | | | | | | | 11/11/2019 | | | — | | | 152,529(4) | | | 45.61 | | | 11/11/2029 | | | | | | | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 16,916(5) | | | 1,088,545 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | 32,990(5) | | | 2,122,907 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | 24,408(6) | | | 1,570,655 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 23,616(6) | | | 1,519,690 | | | | | | | | | | | | 11/11/2019 | | | | | | | | | | | | | | | 46,183(5) | | | 2,971,876 | | | | | | | | | | | | 11/11/2019 | | | | | | | | | | | | | | | 21,925(6) | | | 1,410,874 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 502,424(7) | | | 32,330,984 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 344,313(7) | | | 22,156,542 | | | | | | | | | | | | 11/11/2019 | | | | | | | | | | | | | | | 53,571(7)(10) | | | 3,447,294 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | | | | | | | 98,968(8) | | | 6,368,591 | | | | | | 11/12/2018 | | | | | | | | | | | | | | | | | | | | | 73,548(9) | | | 4,732,814 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | 61,576(8) | | | 3,962,416 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | 61,576(9) | | | 3,962,416 | | | Karleen M. Oberton | | | 11/5/2015 | | | 7,156(4) | | | — | | | 39.96 | | | 11/05/2025 | | | | | | | | | | | | | | | | | | 12/1/2016 | | | 5,541 | | | 1,848(4) | | | 37.64 | | | 12/01/2026 | | | | | | | | | | | | | | | | | | 12/1/2017 | | | 3,362 | | | 3,363(4) | | | 40.85 | | | 12/01/2027 | | | | | | | | | | | | | | | | | | 11/12/2018 | | | 6,520 | | | 19,560(4) | | | 40.97 | | | 11/12/2028 | | | | | | | | | | | | | | | | | | 11/11/2019 | | | — | | | 30,774(4) | | | 45.61 | | | 11/11/2029 | | | | | | | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 714(5) | | | 45,946 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | 5,695(5) | | | 366,473 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | 9,318(5) | | | 599,613 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 3,639(7) | | | 234,170 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 2,494(7) | | | 160,489 | | | | | | | | | | | | 11/11/2019 | | | | | | | | | | | | | | | 10,808(7)(10) | | | 695,495 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | | | | | | | 17,084(8) | | | 1,099,355 | | | | | | 11/12/2018 | | | | | | | | | | | | | | | | | | | | | 12,696(9) | | | 816,988 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | 12,424(8) | | | 799,484 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | 12,424(9) | | | 799,484 | |
TABLE OF CONTENTS
HOLOGIC, INC. 2021 Proxy Statement
| John M. Griffin | | | 11/5/2015 | | | 22,900(4) | | | — | | | 39.96 | | | 11/05/2025 | | | | | | | | | | | | | | | | | | 12/1/2016 | | | 20,012 | | | 6,671(4) | | | 37.64 | | | 12/01/2026 | | | | | | | | | | | | | | | | | | 12/1/2018 | | | 13,450 | | | 13,452(4) | | | 40.85 | | | 12/01/2027 | | | | | | | | | | | | | | | | | | 11/12/2018 | | | 6,985 | | | 20,958(4) | | | 40.97 | | | 11/12/2028 | | | | | | | | | | | | | | | | | | 11/11/2019 | | | — | | | 28,964(4) | | | 45.61 | | | 11/11/2029 | | | | | | | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 2,856(5) | | | 183,784 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | 6,102(5) | | | 392,664 | | | | | | | | | | | | 11/11/2019 | | | | | | | | | | | | | | | 8,770(5) | | | 564,350 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 14,563(7) | | | 937,129 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 9,981(7) | | | 642,277 | | | | | | | | | | | | 11/11/2019 | | | | | | | | | | | | | | | 10,172(7)(10) | | | 654,568 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | | | | | | | 18,306(8) | | | 1,177,991 | | | | | | 11/12/2018 | | | | | | | | | | | | | | | | | | | | | 13,604(9) | | | 875,417 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | 11,692(8) | | | 752,380 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | 11,692(9) | | | 752,380 | | | Kevin R. Thornal | | | 11/5/2015 | | | 7,633(4) | | | — | | | 39.96 | | | 11/05/2025 | | | | | | | | | | | | | | | | | | 12/1/2016 | | | 6,927 | | | 2,309(4) | | | 37.64 | | | 12/01/2026 | | | | | | | | | | | | | | | | | | 12/1/2017 | | | 6,244 | | | 6,246(4) | | | 40.85 | | | 12/01/2027 | | | | | | | | | | | | | | | | | | 11/12/2018 | | | 3,958 | | | 11,876(4) | | | 40.97 | | | 11/12/2028 | | | | | | | | | | | | | | | | | | 11/11/2019 | | | — | | | 18,102(4) | | | 45.61 | | | 11/11/2029 | | | | | | | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 1,326(5) | | | 85,328 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | 3,458(5) | | | 222,522 | | | | | | | | | | | | 11/11/2019 | | | | | | | | | | | | | | | 5,481(5) | | | 352,702 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 6,760(7) | | | 435,006 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 4,633(7) | | | 298,134 | | | | | | | | | | | | 11/11/2019 | | | | | | | | | | | | | | | 6,357(7)(10) | | | 409,073 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | | | | | | | 10,372(8) | | | 667,438 | | | | | | 11/12/2018 | | | | | | | | | | | | | | | | | | | | | 7,708(9) | | | 496,010 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | 7,308(8) | | | 470,270 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | 7,308(9) | | | 470,270 | |
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
| Peter J. Valenti, III | | | 11/5/2015 | | | 19,083(4) | | | — | | | 39.96 | | | 11/05/2025 | | | | | | | | | | | | | | | | | | 12/1/2016 | | | 20,012 | | | 6,671(4) | | | 37.64 | | | 12/01/2026 | | | | | | | | | | | | | | | | | | 12/1/2017 | | | 9,607 | | | 9,608(4) | | | 40.85 | | | 12/01/2027 | | | | | | | | | | | | | | | | | | 11/12/2018 | | | 6,520 | | | 19,560(4) | | | 40.97 | | | 11/12/2028 | | | | | | | | | | | | | | | | | | 11/11/2019 | | | — | | | 30,774(4) | | | 45.61 | | | 11/11/2029 | | | | | | | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 2,040(5) | | | 131,274 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | 5,695(5) | | | 366,473 | | | | | | | | | | | | 11/11/2019 | | | | | | | | | | | | | | | 9,318(5) | | | 599,613 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 10,402(7) | | | 669,369 | | | | | | | | | | | | 12/1/2017 | | | | | | | | | | | | | | | 7,128(7) | | | 458,687 | | | | | | | | | | | | 11/11/2019 | | | | | | | �� | | | | | | | | 10,808(7)(10) | | | 695,495 | | | | | | | | | | | | 11/12/2018 | | | | | | | | | | | | | | | | | | | | | 17,084(8) | | | 1,099,355 | | | | | | 11/12/2018 | | | | | | | | | | | | | | | | | | | | | 12,696(9) | | | 816,988 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | 12,424(8) | | | 799,484 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | 12,424(9) | | | 799,484 | |
Outstanding Equity Awards at Fiscal Year-End | 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 | |
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
| 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 | |
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
| 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 $64.35,$76.48, which was the closing market price on Nasdaq of our common stock on September 26, 2020,24, 2021, the last trading day of our common stock in fiscal 2020.2021. The market value of PSUs or RSUs that have not vested was determined by multiplying the closing market price by the number of PSUs or RSUs, respectively. |
(2)
| The number and value of the ROIC TSR and FCF PSUs is based on achieving maximum performance, which is 200% of target, as all such outstanding ROIC PSUs were trending, as of the end of fiscal 2020,2021, at or above target performance. The number and value of the TSR PSUs is based on achieving target performance, as all outstanding TSR PSUs were trending, as of the end of fiscal 2021, at or above threshold performance. |
(3)
| These non-qualified stock options vestvested in five equal annual installments beginning on the first anniversary of the date of grant, subject to continued service on each applicable vesting date. |
(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 year, end, with ROIC PSUs granted in fiscal 2019 and fiscal 2021 at 170%200% of target, TSR PSUs granted in fiscal 2019 at 141%123% of target and FCF PSUs granted in fiscal 2021 at 174%200% of target. The ROIC PSUs and TSR PSUs granted in fiscal 2019 remained subject to continued service through December 1, 2020,November 12, 2021, at which time they vested. The ROIC PSUs and FCF PSUs granted in fiscal 2021 remain subject to continued service through November 11, 2022, at which time they will vest.9, 2023. |
(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. |
(10)(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. |
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Option Exercises and Stock Vested | | | | Option Awards | | Stock Awards | | | | | 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
($)(2) | | Name | | Number of Shares
Acquired on Exercise
(#) | | Value Realized
on Exercise ($)(1) | | Number of Shares
Acquired on Vesting | | Value Realized
on Vesting
($)(2) | | | Stephen P. MacMillan | | 647,988 | | 18,062,182 | | 94,123(3) | | 4,756,358 | | Stephen P. MacMillan | | — | | — | | 919,157 | | 64,013,357 | | | Karleen M. Oberton | | 36,809 | | 1,237,075 | | 5,912(4) | | 289,027 | | Karleen M. Oberton | | — | | — | | 12,801(3) | | 893,608 | | | John M. Griffin | | 24,530 | | 490,464 | | 14,397(5) | | 724,342 | | Sean S. Daugherty | | — | | — | | 16,183 | | 1,128,172 | | | Kevin R. Thornal | | 13,888 | | 352,801 | | 4,050 | | 198,912 | | John M. Griffin | | 49,583 | | 1,728,698 | | 33,374(4) | | 2,326,185 | | | Peter J. Valenti, III | | 20,986 | | 561,091 | | 13,377 | | 671,789 | | 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 51,0918,981 vested shares as to which settlement has been deferred to termination date or termination plus either 2, 5, 8, 10 or 15 years pursuant to the terms of the Company’s Amended and Restated Deferred Equity Plan. |
(4)
| Includes 4,401 vested shares as to which settlement has been deferred to termination date or termination plus either 2, 5, 8, 10 or 15 years pursuant to the terms of the Company’s Amended and Restated Deferred Equity Plan. |
(5)
| Consists of 5,7342,856 vested shares as to which settlement has been deferred to termination date or termination plus either 2, 5, 8, 10 or 15 years pursuant to the terms of the Company’s Amended and Restated Deferred Equity Plan. |
Non-Qualified Deferred Compensation | Name | | | | Executive
Contributions
in Last FY
($) | | Registrant
Contributions
in Last FY
($)(1) | | Aggregate
Earnings
in Last FY
($) | | Aggregate
Withdrawals/
Distributions
($) | | Aggregate
Balance at
Last FYE
($) | | 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 | | | | | — | | 285,000 | | 277,776 | | — | | 7,246,623(2) | | Stephen P. MacMillan | | | | | — | | 500,000 | | 2,093,594 | | — | | 9,840,218(2) | | | | | value of deferred equity | | 2,633,233(3) | | | | | | — | | 69,476,961(4) | | | | value of deferred equity | | — | | | | | | — | | 82,573,395(4) | | | Karleen M. Oberton | | | | | 87,442 | | 260,000 | | 148,989 | | — | | 2,297,529(2) | | Karleen M. Oberton | | | | | 125,093 | | 325,000 | | 724,910 | | — | | 3,472,533(2) | | | | | value of deferred equity | | 211,490(3) | | | | | | — | | 283,214(4) | | | | value of deferred equity | | 626,969(3) | | | | | | — | | 1,023,466(4) | | | John M. Griffin | | | | | 66,000 | | 175,000 | | 257,576 | | — | | 2,359,953(2) | | Sean S. Daugherty | | | | | — | | 250,000 | | 217,732 | | — | | 775,487(2) | | | | | value of deferred equity | | 295,530(3) | | | | | | — | | 2,823,099(4) | | | | value of deferred equity | | — | | | | | | — | | — | | | Kevin R. Thornal | | | | | — | | 135,000 | | 7,249 | | | | 421,504(2) | | John M. Griffin | | | | | 101,250 | | 300,000 | | 777,306 | | — | | 3,538,510(2) | | | | | value of deferred equity | | | | | | | | | | — | | | | value of deferred equity | | 198,863(3) | | | | | | — | | 3,573,681(4) | | | Peter J. Valenti, III | | | | | — | | 335,000 | | 33,294 | | — | | 1,172,110(2) | | Kevin R. Thornal | | | | | — | | 250,000 | | 225,109 | | | | 896,613(2) | | | | | value of deferred equity | | — | | | | | | — | | 1,328,441(4) | | | | value of deferred equity | | — | | | | | | | | — | |
(1)
| These contributions, which were made pursuant to our Non-Qualified Deferred Compensation Plan, were determined and funded in November 20192020 (fiscal 2020)2021). These amounts are included in the “All Other Compensation” column of the Summary Compensation Table. |
(2)
| The following amounts of the reported aggregate balance were previously reported as compensation to the NEOs and were included in the Summary Compensation Table for prior fiscal years: Mr. MacMillan: $1,500,000;$5,313,365; Ms. Oberton: $195,000;$797,223; Mr. Daugherty: $0; Mr. Griffin: $730,000;$1,823,789; and Mr. Thornal: $80,000; and Mr. Valenti: $606,250.$215,000. |
(3)
| Reflects value, as of the vesting date, of equity which vested during fiscal 20202021 but settlement has been deferred pursuant to the Company’s Amended and Restated Deferred Equity Plan. |
(4)
| Reflects value, as of September 26, 2020,25, 2021, of cumulative equity which has vested but settlement has been deferred pursuant to the Company’s Amended and Restated Deferred Equity Plan. |
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Potential Payments upon Termination or Change of Control The following table shows potential payments upon termination or a change of control for our NEOs. The terms and conditions of our employment, change of control and severance agreements with all of our NEOs are discussed below. Although our equity grant program provides for certain benefits upon an NEO’s retirement, none of our NEOs were eligible for such benefits assuming a resignation on September 26, 2020.25, 2021. | Name | | Potential Payment on
Change of Control ($)(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
($)(4) | | Name | | Potential Payment on
Change of Control ($)(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
| | | | | | | | | | Stephen P. MacMillan
| | | | | | | | | | | Cash Severance | | 13,069,015 | | — | | 8,741,816 | | 7,649,089 | | Cash Severance | | 11,745,778 | | — | | 7,856,708 | | 6,763,981 | | | Share Awards(5) | | 74,394,410 | | — | | — | | 66,008,061 | | Share Awards(5) | | 54,477,848 | | — | | — | | 44,150,371 | | | Accelerated DCP(6) | | 273,334 | | — | | — | | 273,334 | | Accelerated DCP(6) | | 428,334 | | — | | — | | 428,333 | | | Health/Welfare Benefits(7) | | 35,132 | | — | | — | | 35,132 | | Health/Welfare Benefits(7) | | 36,479 | | — | | — | | 36,479 | | | Total | | 87,771,891 | | — | | 8,741,816 | | 73,965,616 | | Total | | 66,688,439 | | — | | 7,856,708 | | 51,379,164 | | | Karleen M. Oberton
| | | | | | | | | | Karleen M. Oberton | | | | | | | | | | | Cash Severance | | 3,513,250 | | — | | 979,167 | | 1,850,000 | | Cash Severance | | 3,782,350 | | — | | 1,155,000 | | 1,980,000 | | | Share Awards(5) | | 4,583,447 | | — | | — | | 3,358,995 | | Share Awards(5) | | 8,105,267 | | — | | — | | 6,099,579 | | | Accelerated DCP(6) | | 220,000 | | — | | — | | 220,000 | | Accelerated DCP(6) | | 303,333 | | — | | — | | 303,333 | | | Health/Welfare Benefits(7) | | 1,042 | | — | | 1,042 | | 3,125 | | Health/Welfare Benefits(7) | | 1,078 | | — | | 1,078 | | 3,235 | | | Total | | 8,317,739 | | — | | 980,209 | | 5,432,120 | | Total | | 12,192,028 | | — | | 1,156,078 | | 8,386,147 | | | John M. Griffin
| | | | | | | | | | Sean S. Daugherty
| | | | | | | | | | | Cash Severance | | 3,558,100 | | — | | 1,011,667 | | 1,865,000 | | Cash Severance | | 3,019,900 | | — | | 899,000 | | 1,560,000 | | | Share Awards(5) | | 5,829,979 | | — | | — | | 4,584,356 | | Share Awards(5) | | 4,913,531 | | — | | — | | 3,697,499 | | | Accelerated DCP(6) | | 166,667 | | — | | — | | 166,667 | | Accelerated DCP(6) | | 196,666 | | — | | — | | 196,667 | | | Health/Welfare Benefits(7) | | 17,542 | | — | | 17,542 | | 52,625 | | Health/Welfare Benefits(7) | | 20,825 | | — | | 20,825 | | 62,474 | | | Total
| | 9,572,288 | | — | | 1,029,209 | | 6,668,648 | | Total | | 8,150,922 | | — | | 919,825 | | 5,516,640 | | | Kevin R. Thornal
| | | | | | | | | | John M. Griffin
| | | | | | | | | | | Cash Severance | | 3,363,750 | | — | | 880,667 | | 1,800,000 | | Cash Severance | | 3,722,550 | | — | | 1,140,000 | | 1,960,000 | | | Share Awards(5) | | 3,240,402 | | — | | — | | 2,494,135 | | Share Awards(5) | | 8,032,343 | | — | | — | | 6,192,158 | | | Accelerated DCP(6) | | 116,667 | | — | | — | | 116,667 | | Accelerated DCP(6) | | 258,333 | | — | | — | | 258,333 | | | Health/Welfare Benefits(7) | | 18,885 | | — | | 18,885 | | 56,655 | | Health/Welfare Benefits(7) | | 18,215 | | — | | 18,215 | | 54,645 | | | Total | | 6,739,704 | | — | | 899,552 | | 4,467,457 | | Total | | 12,031,441 | | — | | 1,158,215 | | 8,465,136 | | | Peter J. Valenti, III (8)
| | | | | | | | | | Kevin R. Thornal
| | | | | | | | | | | Cash Severance | | 1,350,000 | | — | | 675,000 | | — | | Cash Severance | | 3,438,500 | | — | | 1,053,333 | | 1,825,000 | | | Share Awards(5) | | 5,411,858 | | — | | — | | 4,159,285 | | Share Awards(5) | | 5,263,201 | | — | | — | | 3,895,661 | | | Accelerated DCP(6) | | 270,000 | | — | | — | | 270,000 | | Accelerated DCP(6) | | 211,667 | | — | | — | | 211,667 | | | Health/Welfare Benefits(7) | | 17,542 | | — | | — | | — | | Health/Welfare Benefits(7) | | 19,484 | | — | | 19,485 | | 58,454 | | | Total | | 7,049,400 | | — | | 675,000 | | 4,429,285 | | 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 26, 202025, 2021 following a change of control and payable as a lump sum. For purposes of these amounts, the prior fiscal year is fiscal 2021. |
(2)
| Benefits and payments calculated assuming the executive’s employment was terminated voluntarily or by us for cause on September 26, 202025, 2021 and payable as a lump sum. |
(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 26, 202025, 2021 and payable as a lump sum. For purposes of calculating these amounts, the prior fiscal year as used in the employment agreement and change in control agreements is fiscal 2021. |
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
(4)
| Benefits and payments calculated assuming the executive’s employment was terminated as a result of executive’s death or disability on September 26, 202025, 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 26, 2020,25, 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. |
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HOLOGIC, INC. 2021 Proxy Statement
(5)
| Assumes a change of control price of $64.35,$76.48, which was the closing market price on Nasdaq of our common stock on September 25, 2020,24, 2021, the last trading day for our common stock in fiscal 2020. 2021. For PSU awards with a performance period ending as of fiscal 2021 (or earlier) that remained unvested as of September 25, 2021, such PSUs are included based on actual performance, and all other PSU awards that remained unvested as of September 25, 2021 are included based on target performance. |
(6)
| Under the terms of our DCP, employer contributions to the DCP are fully vested in the event of (i) the executive’s death, disability or a change of control or (i) the executive’s retirement after the attainment of certain age and/or service milestones. |
(7)
| Includes medical and dental benefits assuming the rates and coverage elections in effect as of the end of fiscal 20202021 remain in effect throughout the applicable period. |
(8)
| Mr. Valenti retired on December 31, 2020 and received certain benefits and payments pursuant to the terms of his Retirement and Separation Agreement, as described below under “Retirement Agreement with Mr. Valenti.” |
Change of Control and Severance Agreements The Company has entered into change of control agreements and/or severance agreements with certain of its senior executive officers, including our NEOs. Mr. MacMillan As described in the CD&A, theThe Company has entered into an employment agreement with Mr. MacMillan.MacMillan in 2015, which was amended in 2016 and October 2020. Under the employment agreement, the Committee or the independent members of the Board have discretion to determine Mr. MacMillan’s base salary, target STIP opportunity, Company contribution under the DCP and annual equity grant values. The Employment Agreement also provides for the payment of severance in certain circumstances. Specifically, if, during the term of the Employment Agreement, Mr. MacMillan’s employment is terminated by the Company without cause or if Mr. MacMillan terminates his employment for good reason (as such terms are defined in the Employment Agreement), then he will be entitled to: (i) a payment equal to his accrued compensation through the termination date, which includes pro-rated base salary, reimbursement for business expenses, vacation pay, his annual bonus for the fiscal year prior to the year in which the termination occurs if not paid prior to his termination date, and any vested and/or earned amounts or benefits under the Company’s employee benefit plans, programs, policies or practices; (ii) continued payment of a cash severance amount in equal payments over a two-year severance period in a total amount equal to two times the sum of his annual base salary plus his annual cash bonus for the prior fiscal year; and (iii) payment of a cash severance in the amount of Mr. MacMillan’s annual cash bonus for the fiscal year in which such termination occurs, pro-rated for the then current fiscal year and payable no later than the thirtieth of November following the end of the applicable fiscal year in which the award was earned. If, following a Notice of Non-Renewal by either Mr. MacMillan or the Company and at or after the expiration of the term, Mr. MacMillan’s employment is terminated by the Company without cause or if Mr. MacMillan terminates his employment for good reason, then he will be entitled to the compensation described above, except that the severance period and amount shall be for one year rather than two. In each case, receipt of any severance payments or benefits is conditioned upon Mr. MacMillan’s release of all claims against the Company and its officers and directors.
The Company also entered into a Change of Control Agreement with Mr. MacMillan upon his joining the Company in December 2013. In the event that Mr. MacMillan receives benefits as the result of a change of control, such benefits will be in lieu of any of the severance benefits provided for in his Employment Agreement. Change of Control. Mr. MacMillan’s Change of Control Agreement provides that in the event of a change of control during the term of the agreement, if, in anticipation of or within the three-year period following the change of control (the Employment Period), his employment is terminated for reasons other than death, disability or cause, or he resigns for good reason, he is entitled to certain benefits (a double-trigger arrangement). In such circumstances, he shall have the right to receive (i) a lump sum cash payment equal to his accrued and unpaid compensation through the date of his termination; (ii) a pro-rata highest annual bonus (as defined below) based on the number of days elapsed during the fiscal year through the date of termination; (iii) a lump sum cash payment equal to the product of 2.99 times the sum of his annual base salary for the fiscal year preceding the date of termination and highest annual bonus; and (iv) immediate and full vesting of all stock options, RSUs, PSUs and other equity awards, with any options (or other similar awards) remaining exercisable for the shorter of the remaining term of the award or a period of one year following the executive’s termination. The term “highest annual bonus” is defined as the greater of (i) the average of annual bonuses paid to the executive over the three fiscal years preceding the fiscal year in which the change of control occurs; (ii) the annual bonus paid to the executive in the fiscal year preceding the fiscal year in which the change of control occurs; or (iii) the target bonus award opportunity associated with the Company achieving its 100% target payout level as determined in accordance with the Company’s bonus plan for the fiscal year preceding the fiscal year in which the change of control occurs. Mr. MacMillan will TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
continue to receive health and dental benefits for the remaining term of the Employment Period. Mr. MacMillan’s Change of Control Agreement does not provide for any change of control benefits, including the acceleration of equity awards, if he remains employed by the Company, is terminated by the Company for cause or voluntarily terminates his employment (other than a resignation for good reason). If Mr. MacMillan dies or his employment is terminated by reason of disability during the Employment Period, then he, or his heirs or estate, is entitled to receive (i) a lump sum cash payment equal to all accrued and unpaid compensation through the TABLE OF CONTENTS
HOLOGIC, INC. 2021 Proxy Statement
date of termination (or death) plus a pro-rata highest annual bonus based on the number of days elapsed 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. In the event any payments and benefits provided under the Change of Control Agreement is subject to excise taxes under Section 280G of the Internal Revenue Code of 1986, as amended (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. Ms. Oberton and Messrs. Daugherty, Griffin and Thornal The Company has entered into a Severance and Change of Control Agreement with each of Ms. Oberton and Messrs. Daugherty, Griffin and Thornal. Severance.Each agreement provides that if the executive is terminated by the Company without cause or resigns for good reason, then the executive is entitled to receive certain benefits, including (i) a lump sum cash payment equal to the executive’s accrued and unpaid 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 the executive was terminated; (iii) for one-year from the date of termination, continuation of the executive’s previous year’s salary and payment of an amount equal to the executive’s average annual bonus divided by the number of payroll periods during such one-year severance period; and (iv) a one-year continuation of the executive’s medical and dental benefits. The severance pay and benefits provided under the Severance and Change of Control Agreements are in lieu of any other severance or termination pay to which the executive may be entitled under any 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.Terms relating to benefits payable in connection with termination shortly before or within three years of a change of control are identical to those described above for Mr. MacMillan except that Ms. Oberton and Messrs. Daugherty, Griffin and Thornal shall continue to receive health and dental benefits for a period of one year following the executive’s termination. Terms relating to benefits payable in connection with executive’s death or disability shortly before or within three years of a change of control are identical to those described above for Mr. MacMillian. In the event any payments and benefits provided under the Severance and Change of Control Agreements 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. Prior to his retirement, the Company had entered into a Severance Agreement as well as a Change of Control Agreement with 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 entitled 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 15-month continuation of his annual base salary. In the event any payments and 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 in the event of a change of control and during the two-year period following the consummation of such change of control, if the executive’s employment is terminated for reasons other than death, disability or cause, or if he resigns for good reason (a double-trigger arrangement), then he shall be entitled to receive (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 prorated average annual bonus for the year in which he was terminated; (iii) a lump sum payment equal to the sum of his annual base salary and average annual bonus; (iv) immediate and full vesting of all stock options, RSUs, PSUs and other equity awards; and (v) continued health and dental benefits for a period of one year following termination.
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HOLOGIC, INC. 2021 Proxy Statement
The Company’s equity compensation program, including each NEO’s awards, provides for additional benefits upon certain terminations of employment, in addition to those equity award benefits provided under the Change of Control and Severance Agreements described above. Retirement. Upon an NEO’s retirement, the equity award agreements provide for the continued vesting of RSUs and stock options and pro-rata vesting of PSUs, if the individual is either 65 years of age or older, or at least 55 years of age with 10ten years of continuous service with the Company. While RSUs and stock options continue to vest on their original vesting schedule following retirement, PSUs granted prior to fiscal 2021 vest on their original vesting date on a pro-rata basis (based on number of days employed during the applicable performance period) based on actual performance during the performance period (assuming threshold performance is achieved). If threshold performance is not achieved during the applicable performance period, no PSUs will vest. 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. If threshold performance is not achieved during the applicable performance period, no PSUs will vest. Death or Disability.Upon an NEO’s termination as a result of his or her death or permanent disability, the equity award agreements provide for full acceleration of all stock options and RSUs and acceleration of a pro-rata amount of the target PSUs. TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
The amount of the estimated payments and benefits payable to NEOs, assuming a change of control of the Company or termination of employment as of the last day of fiscal 2020,2021, is shown in the table on page 7375 under the heading “Potential Payments upon Termination or Change of Control.” Retirement Agreement with Mr. ValentiIn connection with his retirement, the Company and Mr. Valenti entered into a Retirement and Separation Agreement on August 25, 2020. Under the terms of the Retirement and Separation Agreement, until December 31, 2020 (the Retirement Date), Mr. Valenti (i) continued to receive his base salary; and (ii) was entitled to continue to participate in any and all retirement, medical, dental, life insurance and other employee benefit plans in which he participated as of the date of the Retirement and Separation Agreement.
Following the Retirement Date and upon Mr. Valenti’s execution and non-revocation of a general release of all claims in favor of the Company, Mr. Valenti received the following benefits, which correspond to the severance benefits he otherwise would have been entitled to receive under his existing Severance Agreement described above:
Continued payment of his base salary for 15 months following the Retirement Date ($675,000);
Payment equal to the average of his annual bonus paid for the prior three fiscal years, pro-rated for the time worked in fiscal 2021 through the Retirement Date, payable in a lump sum ($144,452); and
Cash payment in lieu of health benefit continuation for 12 months following the Retirement Date, payable in a lump sum ($27,107.64).
Pursuant to the Retirement and Separation Agreement, Mr. Valenti’s outstanding equity awards will remain outstanding and continue to vest and be exercisable subject to and in accordance with their respective terms as if Mr. Valenti were “retirement eligible” under the existing terms of the applicable award agreements, except that the performance share units, to the extent earned, will not be subject to pro-ration. In addition, Mr. Valenti’s outstanding unvested balance under our DCP vested in full on the Retirement Date. The Retirement and Separation Agreement provides that Mr. Valenti’s existing non-competition agreement will remain in full force and effect in accordance with its existing terms.
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HOLOGIC, INC. 2021 Proxy Statement
Our philosophy is to pay our employees competitively compared to similar positions in the applicable labor market. We follow that approach worldwide, whether for an executive position or an hourly job at a local facility. We take into account location, job level, time with us and time in current role, experience and skill set, and adjust compensation annually to match the applicable market. By doing so, we believe we maintain a high-quality, stable workforce. Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our CEO. 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. For 2020,2021, our last completed fiscal year: the annual total compensation of the employee identified at median of our Company (other than our CEO), was $84,375;$89,791; the annual total compensation of our CEO was $14,125,674.• | the annual total compensation of our CEO was $14,748,400, as detailed in the Summary Compensation Table on page 68. |
Based on this information, for 2020,fiscal 2021, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than our CEO) was estimated to be approximately 167164 to 1. 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 SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.
For fiscal 2020 and as permitted under Item 402(u) of Regulation S-K,2021, to identify the “median employee” from our employee population, we utilized the same “median employee” established based on the annual base salary as of August 1, 2018September 25, 2021 and fiscal 20182021 bonuses/commissions for all employees employed on August 1, 2018, whichSeptember 25, 2021. We included all employees on our payroll and did not exclude any countries. During fiscal 2020, we do not believe that any changes to our employee population or employee compensation would result in a significant change to our pay ratio. We calculated the compensation of the median employee, for fiscal 2020once identified, in accordance with the requirements of Item 402(c)(2) of Regulation S-K. TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Ratification of
Independent Registered Public
Public Accounting Firm
The Audit and Finance Committee has appointed Ernst & Young LLP (Ernst & Young), an independent registered public accounting firm, to audit our consolidated financial statements for the fiscal year ending September 25, 2021,24, 2022, and the Board is asking stockholders to ratify that selection. Although current law, rules, and regulations, as well as the charter of the Audit and Finance Committee, require the Audit and Finance Committee to engage, retain, and supervise the Company’s independent registered public accounting firm, the Board considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the selection of Ernst & Young for ratification by stockholders as a matter of good corporate practice. Ernst & Young has continuously served as our independent registered public accounting firm since June 24, 2002. A representative of Ernst & Young will be available during the meeting to make a statement if such representative desires to do so and to respond to appropriate questions. Vote Required The affirmative vote of a majority of shares present, in person or represented by proxy, and votingproperly cast on this proposal at the Annual Meeting is required to ratify the appointment of Ernst & Young. Abstentions and broker “non-votes” will not have any effect on the proposal to ratify the appointment of Ernst & Young. If the stockholders do not ratify the selection of Ernst & Young, the Audit and Finance Committee will review the Company’s relationship with Ernst & Young and take such action as it deems appropriate, which may include continuing to retain Ernst & Young as the Company’s independent registered public accounting firm. Recommendation of the Board | | | | Our Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of Ernst & Young.Young for fiscal year 2022. Management proxy holders will vote all duly submitted proxies FOR ratification unless instructed otherwise. | |
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Independent Registered Public Accounting Firm Fees The following is a summary of the fees billed to us by Ernst & Young for professional services rendered for the fiscal years ended September 26, 202025, 2021 and September 28, 2019:26, 2020: | Fee Category | | Fiscal
2020 Fees
($) | | Fiscal
2019 Fees
($) | | Fee Category | | Fiscal
2021 Fees
($) | | Fiscal
2020 Fees
($) | | | Audit Fees | | 5,687,000 | | 6,448,000 | | Audit Fees | | 5,829,000 | | 5,687,000 | | | Audit-Related Fees | | 901,000 | | 2,354,000 | | Audit-Related Fees | | 1,521,700 | | 901,000 | | | Tax Fees | | 1,499,000 | | 2,693,000 | | Tax Fees | | 1,478,500 | | 1,499,000 | | | All Other Fees | | 8,000 | | 7,200 | | All Other Fees | | 8,000 | | 8,000 | | | TOTAL FEES | | 8,095,000 | | 11,502,200 | | TOTAL FEES | | 8,837,200 | | 8,095,000 | |
Audit Fees.Consists of aggregate fees billed for professional services rendered in connection with the audit of our consolidated financial statements, the audit of the effectiveness of our internal control over financial reporting, reviews of the interim consolidated financial statements included in our quarterly reports, international statutory audits and regulatory filings, consents and other services related to SEC filings, and accounting consultations that relate to the audited financial statements and are necessary to comply with GAAP. Audit-Related Fees.Consists of aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” The fiscal 2021 audit-related fees solely related to due diligence services. The fiscal 2020 audit-related fees primarily included amounts for due diligence services and to a lesser extent fees for auditing carve-out financial statements. The fiscal 2019 audit-related fees primarily included amounts for auditing carve-out financial statements for the former Medical Aesthetics segment, and to a much lesser extent, due diligence services. Tax Fees.Consists of aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. In fiscal 20202021 and 2019,2020, these services included assistance regarding federal, state and international tax compliance, assistance with transfer pricing analyses and general consultations. All Other Fees.Represents the license of technical accounting research software. During fiscal 20202021 and fiscal 2019,2020, there were no other fees for any services not included in the above categories. The Audit and Finance Committee considers whether the provision of these services is compatible with maintaining the independence of the independent registered public accounting firm and has determined such services for fiscal 20202021 and 20192020 were compatible. Audit and Finance Committee Policy on Pre-Approval of Services The Audit and Finance Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit and Finance Committee has delegated authority to the Chair of the Audit and Finance Committee to pre-approve services up to a designated amount. A summary of any new services pre-approved by the Chair is reported to the full Audit and Finance Committee in connection with its next scheduled meeting. The Audit and Finance Committee meets with representatives of Ernst & Young periodically, but no less than quarterly throughout the year. The Audit and Finance Committee reviews audit, non-audit and tax services rendered by and the performance of Ernst & Young, as well as fees charged by Ernst & Young for such services. In engaging Ernst & Young for the services described above, the Audit and Finance Committee considered whether the provision of such services is compatible with maintaining Ernst & Young’s independence. TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Audit and Finance Committee Report Pursuant to authority delegated by the Board of Directors of Hologic, Inc., the Audit and Finance Committee is responsible for assisting the Board in its oversight of the integrity of the Company’s consolidated financial statements, the qualifications and independence of the Company’s independent registered public accounting firm, and the Company’s internal financial and accounting controls. Management is responsible for the Company’s financial reporting process, including the responsibility to maintain and evaluate the effectiveness of internal control over financial reporting, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (GAAP). The Company’s independent registered public accounting firm is responsible for auditing those financial statements and expressing an opinion as to their conformity with GAAP. The Audit and Finance Committee’s responsibility is to oversee and review these processes. The Audit and Finance Committee is not, however, engaged in the practice of accounting or auditing and does not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or GAAP or as to the independence of the independent registered public accounting firm. The Audit and Finance Committee relies, without independent verification, on the information provided to it and on the representations made by management and the independent registered public accounting firm. The Audit and Finance Committee’s responsibilities are described in a written charter. A copy of the Audit and Finance Committee’s current charter is publicly available on our website at investors.hologic.com. The Audit and Finance Committee has three members, all of whom are independent directors as defined by Nasdaq listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. The Audit and Finance Committee met nine (9) times during fiscal 2020.2021. The meetings were designed, among other things, to facilitate and encourage communication among the Audit and Finance Committee, management, the internal audit function and the Company’s independent registered public accounting firm, Ernst & Young LLP (Ernst & Young). The Audit and Finance Committee discussed with Ernst & Young the overall scope and plans for its audits and the Committee regularly met with Ernst & Young without the presence of management. Ernst & Young has unrestricted access to the Audit and Finance Committee. 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 26, 2020,25, 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) and the Securities and Exchange Commission. The Audit and Finance Committee also received and reviewed the written disclosure and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit and Finance Committee concerning independence, including relevant considerations of non-audit services and fees, and the Audit and Finance Committee discussed with Ernst & Young its independence from the Company. Based on the review and discussions described above, and subject to the limitations on the Audit and Finance Committee’s role and responsibilities referred to above and in its charter, the Audit and Finance Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 26, 2020.25, 2021. The Audit and Finance Committee has also approved the selection of Ernst & Young as our independent registered public accounting firm for the fiscal year ending September 25, 2021.24, 2022. Respectfully Submitted by the
Audit and Finance Committee Charles J. Dockendorff, Chair
Christiana Stamoulis
Amy M. Wendell TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Securities Ownership by Directors and Executive Officers The following table sets forth certain information regarding beneficial ownership of our common stock as of January 12, 202111, 2022 by each of our directors or nominees for director, each of our NEOs and all of our directors, nominees for director and executive officers as a group. | | | Amount and Nature
of Beneficial
Ownership(1) | | Percent
of Class(2)
(%) | | | | Amount and Nature
of Beneficial
Ownership(1) | | Percent
of Class(2)
(%) | | | Non-Employee Directors
| | | | | | Non-Employee Directors
| | | | | | | Sally W. Crawford(3) | | 174,610 | | * | | Sally W. Crawford(3) | | 181,143 | | * | | | Charles J. Dockendorff(3) | | 46,704(4) | | * | | Charles J. Dockendorff(3) | | 55,454(4) | | * | | | Scott T. Garrett(3) | | 102,551 | | * | | Scott T. Garrett(3) | | 109,084 | | * | | | Ludwig N. Hantson(3) | | 18,652 | | * | | Ludwig N. Hantson(3) | | 23,707 | | * | | | Namal Nawana(3) | | 36,222 | | * | | Namal Nawana(3) | | 42,755 | | * | | | Christiana Stamoulis(3) | | 84,045 | | * | | Christiana Stamoulis(3) | | 90,578 | | * | | | Amy M. Wendell(3) | | 44,362 | | * | | Amy M. Wendell(3) | | 50,895 | | * | | | Named Executive Officers
| | | | | | Named Executive Officers
| | | | | | | Stephen P. MacMillan(3) | | 2,269,529 | | * | | Stephen P. MacMillan(3) | | 2,794,267 | | 1.1% | | | Karleen M. Oberton(3) | | 68,009 | | * | | Karleen M. Oberton(3) | | 112,207 | | * | | | John M. Griffin(3) | | 129,829 | | * | | Sean S. Daugherty(3) | | 85,014 | | * | | | Kevin R. Thornal(3) | | 44,521 | | * | | John M. Griffin(3) | | 165,313 | | * | | | Peter J. Valenti, III(3) | | 98,726 | | * | | Kevin R. Thornal(3) | | 86,477 | | * | | | All directors, nominees for director and executive officers as a group (14)(5) | | 3,201,278 | | 1.2 | | 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 12, 202111, 2022 is based upon 257,661,792251,302,942 shares of our common stock outstanding. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting and investment power with respect to shares. Shares of our common stock subject to options currently exercisable or exercisable within 60 days after January 12, 202111, 2022 and RSUs that vest within 60 days after January 12, 202111, 2022 are deemed outstanding for computing the percentage ownership of the person holding such options and RSUs but are not deemed outstanding for computing the percentage ownership of any other person. |
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
(3)
| Includes the following options currently exercisable or exercisable within 60 days after January 12, 202111, 2022 (column a); and RSUs/PSUs vesting within 60 days after January 12, 202111, 2022 (column b). Does not include the following PSUs/RSUs which have vested or will vest within 60 days after January 12, 2021,11, 2022, but as to which settlement has been deferred (column c): |
| | | (a) Options | | (b) RSUs/PSUs | | (c) Deferred Equity | | | | (a) Options | | (b) RSUs/PSUs | | (c) Deferred Equity | | | Sally W. Crawford | | 47,763 | | 2,217 | | — | | Sally W. Crawford | | 52,818 | | 1,478 | | — | | | Charles J. Dockendorff | | 26,792 | | 2,217 | | 2,217 | | Charles J. Dockendorff | | 31,847 | | 1,478 | | — | | | Scott T. Garrett | | 44,653 | | 2,217 | | 4,633 | | Scott T. Garrett | | 49,708 | | 1,478 | | 4,633 | | | Ludwig N. Hantson | | 15,857 | | 2,217 | | 2,217 | | Ludwig N. Hantson | | 20,912 | | 1,478 | | 3,695 | | | Namal Nawana | | 22,509 | | 2,217 | | — | | Namal Nawana | | 27,564 | | 1,478 | | — | | | Christiana Stamoulis | | 44,653 | | 2,217 | | — | | Christiana Stamoulis | | 49,708 | | 1,478 | | — | | | Amy M. Wendell | | 29,712 | | 2,217 | | — | | Amy M. Wendell | | 34,767 | | 1,478 | | — | | | Stephen P. MacMillan | | 1,299,417 | | — | | 1,079,673 | | Stephen P. MacMillan | | 1,638,262 | | — | | 1,079,673 | | | Karleen M. Oberton | | 40,321 | | — | | 13,381 | | Karleen M. Oberton | | 62,157 | | — | | 41,121 | | | John M. Griffin | | 68,071 | | — | | 46,727 | | Sean S. Daugherty | | 43,678 | | — | | — | | | Kevin R. Thornal | | 21,808 | | — | | — | | John M. Griffin | | 67,657 | | — | | 46,727 | | | Peter J. Valenti, III | | 35,144 | | 20,644 | | — | | Kevin R. Thornal | | 37,793 | | — | | — | |
(4)
| Includes 19,91211,271 shares of common stock held in a Grantor Retained Annuity Trust. Trust and 8,641 shares held in a revocable trust. |
(5)
| Includes, for threetwo executive officers not specifically named in the table, an aggregate of 104,14559,700 common shares issuable upon the exercise of options presently exercisable or exercisable within 60 days after January 12, 2021.11, 2022. |
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Security Ownership by Certain Beneficial Owners The following table sets forth certain information regarding beneficial ownership of our common stock as January 12, 202111, 2022 by each person who is known by us to own beneficially more than 5% of the outstanding shares of our common stock, based on public filings with the SEC. | Name of and Address Beneficial Owner | | Amount and Nature of
Beneficial Ownership(1) | | Percent of Class(2)
(%) | | Name of and Address Beneficial Owner | | Amount and Nature of
Beneficial Ownership(1) | | Percent of Class(2)(%) | | | Greater than 5% Beneficial Owners
| | | | | | Greater than 5% Beneficial Owners
| | | | | | | T. Rowe Price Associates, Inc.(3)
100 E. Pratt St. Baltimore, MD 21202 | | 44,152,761 | | 17.1 | | 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 | | 30,140,408 | | 11.7 | | The Vanguard Group(4)
100 Vanguard Blvd. Malvern, PA 19355 | | 27,548,047 | | 11.0% | | | FMR LLC(5)
245 Summer Street, Boston, MA 02210 | | 25,750,344 | | 10.0 | | BlackRock, Inc.(5)
55 East 52nd Street New York, NY 10055 | | 20,838,302 | | 8.3% | | | BlackRock, Inc.(6)
55 East 52nd Street New York, NY 10055 | | 21,995,732 | | 8.5 | | 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 12, 202111, 2022 is based upon 257,661,792251,302,942 shares of our common stock outstanding. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting and investment power with respect to shares. |
(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 14, 2020.16, 2021. The Schedule 13G/A indicates that, as of December 31, 2019,2020, T. Rowe Price Associates, Inc. had sole voting power over 16,419,94215,388,840 shares and sole dispositive power over 44,093,70539,270,192 shares, and T. Rowe Price Mid-Cap Growth Fund, Inc. had sole voting power over 13,500,000 shares. |
(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 12, 2020.10, 2021. The Schedule 13G/A indicates that, as of December 31, 2019,2020, The Vanguard Group had sole voting power over 425,664 shares, shared voting power over 81,863437,229 shares, sole dispositive power over 29,670,40126,405,598 shares and shared dispositive power over 470,0071,142,449 shares. |
(5)
| Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G/A filed with the SEC by FMR LLCBlackRock, Inc. on December 10, 2020.January 29, 2021. The Schedule G/13G/A indicates that, as of December 9,31, 2020, FMR LLCBlackRock, Inc. had sole voting power over 2,106,56818,366,323 shares and sole dispositive power over 25,750,34420,838,302 shares. |
(6)
| Amount and nature of ownership listed is based solely upon information contained in a Schedule 13G/A filed with the SEC by BlackRock, Inc.FMR LLC on February 5, 2020.September 10, 2021. The Schedule 13G/A indicates that, as of December 31, 2019, BlackRock, Inc.the filing date of September 10, 2021, FMR LLC had sole voting power over 19,074,9091,301,237 shares and sole dispositive power over 21,995,73213,258,141 shares. |
Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our officers and directors and holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. As a matter of practice, our administrative staff assists our officers and directors in preparing initial reports of ownership and reports of changes in ownership and files those reports on their behalf. Based on our review of information provided and representations made by the reporting persons, we believe that all required Section 16(a) filing requirements were met with respect to the period ended September 25, 2021, except that, due to an administrative error, a Form 5 was filed late on behalf of Mr. MacMillan related to a gift of 15,000 shares to an academic institution in fiscal 2020. Such transaction was subsequently reported in a Form 5 that was filed on October 20, 2021. TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
about the Meeting and Voting WHY AM I RECEIVING THESE MATERIALS? The Company is making this proxy statement and other Annual Meeting materials available to you on the internet or, upon your request, sending printed versions of these materials to you by mail, because the Board of Directors of the Company is soliciting your proxy to vote at our Annual Meeting of Stockholders to be held on March 11, 202110, 2022 at 8:00 a.m., Eastern Time, at our offices, 250 Campus Drive, Marlborough, Massachusetts 01752, and at any adjournment(s) or postponement(s) thereof. The mailing address of the principal executive office of the Company is 250 Campus Drive, Marlborough, MA 01752. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement. We are monitoringcontinue to monitor COVID-19 developments and other circumstances, as well as guidance issued by relevant health organizations. Shouldorganizations, and we may determine that alternative arrangements may beare advisable or required, such as changing the date, time, location or format of the meeting, wemeeting. We will announce our decisionany 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. WHAT IS THE PURPOSE OF THE ANNUAL MEETING? At the Annual Meeting, stockholders will vote upon matters that are summarized in the formal meeting notice. The proxy statement contains important information for you to consider when deciding how to vote on the matters before the meeting. Please read it carefully. WHO CAN VOTE? Our Board of Directors has fixed the close of business on January 12, 202111, 2022 as the record date (the Record Date). Accordingly, only holders of record of our common stock, $0.01 par value per share, as of the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s) or postponement(s) thereof. As of the Record Date, an aggregate of 257,661,792251,302,942 shares of our common stock were issued and outstanding, held by 922877 holders of record. The holders of our common stock are entitled to one vote per share on any proposal presented at the Annual Meeting. WHAT ITEMS AM I VOTING ON? Stockholders will vote on the following items at the Annual Meeting: 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 20212022 (Proposal No. 3); and |
4.
| The transaction of such other business as may properly come before the meeting or any adjournment thereof. |
WHAT ARE THE VOTING RECOMMENDATIONS OF THE BOARD OF DIRECTORS? Our Board of Directors recommends that you vote your shares: | each of the nominees for director (Proposal No. 1); | | | the approval of the non-binding advisory resolution approving the Company’s executive compensation (Proposal No. 2); | | | the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for fiscal 20212022 (Proposal No. 3). | |
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
HOW DO I VOTE MY SHARES? You may vote in person or by proxy. Your execution of a proxy will not in any way affect your right to attend the Annual Meeting and vote in person. If you are a stockholder of record (that is, if you hold shares that are directly registered in your own name), there are four ways to vote: | 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 Notice). | | | 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. | |
If your shares are held in the name of a bank, broker or other holder of record, which is known as being held in “street name,” you will receive separate voting instructions with your proxy materials. If you hold your shares in street name, your ability to vote by internet or by telephone depends on the voting process of the bank, broker or other holder of record that holds your shares. Although most banks, brokers and other holders of record also offer internet and telephone voting, availability and specific procedures will depend on their voting arrangements. Please follow their directions carefully. If you want to vote shares that you hold in street name at the Annual Meeting, you must request a legal proxy from the bank, broker, or other holder of record that holds your shares and present that proxy, along with valid photo identification and sufficient proof of share ownership as of the record date, 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. CAN I CHANGE MY VOTE AFTER I HAVE VOTED? You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting by: (1) filing with our Corporate Secretary a written notice of revocation, (2) executing a later dated proxy relating to the same shares and delivering it to our Corporate Secretary, or (3) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). 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. HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING? AThe holders of a majority in voting power of theall stock issued, outstanding shares of our common stockand entitled to vote at the Annual Meeting must be present in person or by proxy to hold the Annual Meeting and conduct business. This is called a quorum. Votes withheld, abstentions and broker “non-votes” are counted as present or represented for purposes of determining the presence or absence of a quorum. A “non-vote” occurs when a broker holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because, in respect of such other proposal, the broker does not have discretionary voting power and has not received instructions from the beneficial owner. Shares voted in the manner described above will be counted as present at the Annual Meeting. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AND HOW ARE VOTES COUNTED? A nominee will be elected to the Board of Directors if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election. Abstentions and broker non-votes will not have any effect on this proposal. In accordance with our Bylaws, if any nominee for director in an uncontested election fails to receive a majority of the votes cast “for” the nominee’s election, the nominee must promptly tender his or her resignation to our Board of Directors. This is an uncontested election of directors because the number of nominees for director does not exceed the number of directors to be elected. Within 90 days after the certification of the election results, the remaining members of our Board of Directors shall, through a process managed by the Nominating and Corporate Governance Committee, and excluding the director nominee in question, determine whether to accept such resignation and publicly disclose the results of such determination. Approval of Proposals No. 2 and No. 3 requires the affirmative vote of a majority of shares present, in person or represented by proxy, and votingthe votes properly cast on each such matter at the Annual Meeting. Abstentions and broker “non-votes” are included in the number of shares present or represented for purposes of quorum but are disregarded for purposes of determining whether any of the proposals have been approved. Banks, brokers, or other holders of record may vote shares held for a customer in street name on matters that are considered to be “routine” even if they have not received instructions from their customer. A broker “non-vote” occurs when a bank, broker, or other holder of record has not received voting instructions from a customer and cannot vote the customer’s shares because the matter is not considered routine. One of the proposals before the Annual Meeting this year is deemed a “routine” matter, namely the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for fiscal 20212022 (Proposal No. 3). This means that if your shares are held in street name your bank, broker, or other nominee can vote your shares on that proposal if you do not provide timely instructions for voting your shares. The election of directors (Proposal No. 1) and the non-binding advisory vote to approve executive compensation (Proposal No. 2) are not considered “routine” matters. As a result, if you do not instruct your bank, broker or nominee how to vote with respect to those matters, your bank, broker or nominee may not vote on those proposals and a broker “non-vote” will occur. ARE THERE OTHER MATTERS TO BE VOTED ON AT THE ANNUAL MEETING? We do not know of any other matters to be presented at the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your proxy authorizes us to vote, or otherwise act in accordance with the best judgment and discretion of the persons named as proxies below. HOW ARE PROXIES VOTED? The persons named as the proxies, Stephen P. MacMillan, Karleen M. Oberton and John M. Griffin, were selected by our Board of Directors. Mr. MacMillan is a director and officer of Hologic, and Ms. Oberton and Mr. Griffin are officers of Hologic. All properly executed proxies returned in time to be counted at the Annual Meeting will be voted. When giving your proxy, you may withhold authority to voteabstain from voting for any individual nominee for director. | Your proxy will be voted in accordance with your instructions. If you submit your proxy card without specifying your voting instructions, your shares will be voted in accordance with the recommendations of our Board of Directors listed above for all matters presented in this proxy statement. | |
WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING? The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting. TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
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? Under rules adopted by the SEC, we are furnishing proxy materials to our stockholders primarily via the internet, instead of mailing printed copies of those materials to each stockholder. On or about January 21, 2021,20, 2022, we will mail to our stockholders of record as of January 12, 202111, 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 (the Notice) containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report on Form 10-K. All stockholders will have the ability to access our proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access our proxy materials on the internet or to request printed versions are provided in the Notice. The Notice also instructs you on how to access your proxy card to vote through the internet or by telephone. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via email until you elect otherwise. HOW CAN I RECEIVE PROXY MATERIALS ELECTRONICALLY? The Notice will provide you with instructions regarding the method of delivery for future proxy materials. Choosing to access our proxy materials via the Internet or to receive future proxy materials by email will reduce the impact of our Annual Meetings on the environment as well as decrease the cost of printing and mailing documents to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it. If you hold your stock through a bank, broker or other holder of record and you would like to receive future proxy materials electronically, please refer to the information provided by that entity for instructions on how to elect this option. HOW DO I RECEIVE A PAPER COPY OF THE MATERIALS? If you prefer to receive paper copies of the proxy materials, you can still do so. You may request a paper copy by following the instructions provided in the Notice. The Notice also provides you with instructions on how to request paper copies of the proxy materials on an ongoing basis. There is no charge to receive the materials by mail. You may request printed copies of the materials until one year after the date of the Annual Meeting. If you have previously elected to receive printed proxy materials, you will continue to receive these materials in paper format until you elect otherwise. WHAT IS “HOUSEHOLDING”? If you are a registered stockholder residing at an address with other registered stockholders, andyou will receive only one copy of the proxy statement or annual report unless you indicate otherwise. If you wish to receive a separate copy of the proxy statement or annual report, or if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, please contact our mailing agent, Broadridge, either by calling toll-free at 1-866-540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you own shares through a bank, broker or other nominee, you should contact the nominee directly concerning Householding. WHO IS PAYING FOR THE COST OF THIS PROXY SOLICITATION? All costs of solicitation of proxies will be borne by us. In addition to solicitations by mail, certain of our directors, officers, employees and other agents, without additional remuneration, may solicit proxies in person or by telephone or email. We may elect to engage outside professionals to assist us in the distribution and solicitation of proxies at a fee to be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of shares held in their names, and we will reimburse them for their reasonable out-of-pocket costs. Solicitation may also be made of some stockholders in person or by mail, telephone or email following the original solicitation. Additionally, we have retained Okapi Partners LLC to assist us in the solicitation and distribution of proxies for the Annual Meeting. The estimated cost of such services is $10,000, plus out-of-pocket expenses. Stockholders with questions or that need assistance in voting their shares may contact Okapi toll-free at (877) 259-6290. Trademark Notice Hologic, The Science of Sure, Women’s Health Symbol or Logo,Biotheranostics, Diagenode, Genius, Genius 3D, 3D MAMMOGRAPHY, ThinPrep, Mobiadiag, NovaSure, MyoSure, Affirm,NXC Imaging, Aptima, Panther, Panther Fusion SmartCurve, Somatex, Intelligent 2D, Hologic Clarity HD, Acessa Health, Faxitron, Fluent, Focal Therapeutics, SuperSonic Imagine, Brevera, Localizer, and associated logos are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries. All other trademarks are the property of their respective owners. TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
for the 20222023 Annual Meeting Any stockholder who intends to present a Rule 14a-8 proposal at Hologic’s Annual Meeting of Stockholders to be held in 2022,2023, and who wishes to have a proposal included in Hologic’s proxy statement for that meeting, must deliver the proposal to the Corporate Secretary. All proposals must be received by the Corporate Secretary no later than September 23, 202122, 2022 and must satisfy the rules and regulations of the SEC as well as the applicable provisions of our Bylaws to be eligible for inclusion in the proxy statement for that meeting. A stockholder or group of up to 20 stockholders who have continuously owned at least 3% of Hologic’s common stock for at least three years have the ability to submit director nominees (up to the greater of two or 20% of the Board) for inclusion in the related proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements specified between August 24, 202123, 2022 and September 23, 202122, 2022 and must include the information required for any Notice of Proxy Access Nomination (as defined in the Bylaws). To be eligible for consideration at the 20222023 Annual Meeting of Stockholders, any proposal that is a proper subject for consideration which has not been submitted by the deadline for inclusion in the proxy statement (as set forth above) and any nomination for director that is made outside of the proxy access procedures (as described above) must comply with the procedures specified in Hologic’s Bylaws. These procedures require, among other things, that any such proposal or nomination be received by the Corporate Secretary between close of business on November 11, 202110, 2022 and December 11, 2021.10, 2022. This advance notice period is intended to allow all stockholders an opportunity to consider all business and nominees expected to be considered at the meeting. 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. All submissions to, or requests of, the Corporate Secretary should be made to Hologic’s principal executive offices at 250 Campus Drive, Marlborough, Massachusetts 01752. Incorporation by Reference To the extent that this proxy statement has been or will be specifically incorporated by reference into any filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, the sections of the proxy statement entitled “Compensation Committee Report” and “Audit and Finance Committee Report” shall not be deemed to be so incorporated, unless specifically provided in any such filing. Financial Matters and Form 10-K WE WILL PROVIDE EACH BENEFICIAL OWNER OF OUR SECURITIES WITH A COPY OF OUR ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SEC FOR OUR MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE SENT TO INVESTOR RELATIONS, HOLOGIC, INC., 250 CAMPUS DRIVE, MARLBOROUGH, MA 01752. ALTERNATIVELY, A BENEFICIAL OWNER MAY ACCESS THE COMPANY’S ANNUAL REPORT ON FORM 10-K ON THE COMPANY’S WEBSITE AT investors.hologic.com. | IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 11, 2021:10, 2022: The Proxy Statement and the Hologic Annual Report on Form 10-K for the fiscal year ended September 26, 2020 and the Proxy Card25, 2021 are available at www.proxyvote.com. | |
TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Non-GAAP Reconciliation Use of Non-GAAP Financial Measures: The Company has used non-GAAP financial measures in this proxy statement, including adjusted revenue, adjusted EPS and adjusted FCF. Adjusted revenue for fiscal 20202021 and 20192020 means our consolidated revenue determined in accordance with GAAP, calculated on a constant currency basis using the foreign currency exchange rate applied in setting the Company’s fiscal 20202021 budget setestablished in the fourth quarter of fiscal 2020 and 2019, respectively. For fiscal 2021, adjusted revenue excludes incremental revenue associated with the Company’s acquisition of Mobidiag Oy (Mobidiag), Biotheranostics, Inc. (Biotheranostics) and 2018, respectively.Diagenode, SA (Diagenode). For fiscal 2020, adjusted revenue excludes incremental revenue associated with the Company’s acquisition of Alpha Imaging, LLC (Alpha) and Acessa Health, Inc. (Acessa). For fiscal 2019, adjusted revenue excludes incremental revenue associated with the Company’s acquisition of Focal Therapeutics, Inc. (Focal) and Grand X-Ray Imaging (Grand X-Ray). Adjusted EPS means our consolidated net income (loss) per share (on a fully-diluted basis) determined in accordance with GAAP, adjusted to exclude: (i) the amortization of intangible assets and impairment of goodwill, intangible assets and equipment; (ii) additional depreciation expense from acquired fixed assets and accelerated depreciation relatedadjustments to consolidation and closure of facilities;record contingent consideration at fair value; (iii) additional expenses resulting from the purchase accounting adjustment to record inventory at fair value and adjustments to contingent consideration;value; (iv) restructuring and divestiture charges and facility closure and consolidation charges, including accelerated depreciation, and costs incurred to integrate acquisitions (including retention, transaction bonuses, legal and professional consulting services) and separate divested businesses from existing operations; (v) expenses related to itsthe divested Cynosure medical aesthetics businesbusiness incurred subsequent to the disposition date primarily related to indemnification provisions for legal and tax matters; (vi) transaction related expenses for divestitures and acquisitions; (vii) third-party expenses incurred related to implementing the European MDR/IVDR requirements and obtaining the appropriate approvals for its existing productsproducts; (viii) debt extinguishment losses and related transaction costs; (ix) the unrealized (gains) losses on the mark-to-market of forward foreign currency contracts and foreign currency option contracts for which the Company has not elected hedge accounting; (x) litigation settlement charges (benefits) and non-income tax related charges (benefits); (xi) other-than-temporary impairment losses on investments and realized gains and losses resulting from the sale of investments; (xii) the one-time discrete impact of tax reform and other one-time impacts related to internal restructuringrestructurings and non-operational items; (xiii) other one-time, non-recurring, unusual or infrequent charges, expenses or gains that may not be indicative of the Company’sCompany's core business results; and (xiv) income taxes related to such adjustments. This calculation further excludes the results of Mobidiag, Biotheranostics and Diagenode post-acquisition in order to level set the results for purposes of the 2021 STIP calculation. 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. This calculation further excludes the results of Focal and Grand X-Ray post-acquisition in order to level set the results for purposes of the 2019 STIP calculation. Adjusted FCF for fiscal 2021 and 2020 means our net cash provided by operating activities determined in accordance with GAAP less purchases of property and equipment, adjusted to exclude: (i) restructuring, divestiture and facility closure and consolidation expenses and costs incurred to integrate acquisitions and separate divested businesses from existing operations; (ii) acquisition transaction expenses; (iii) contingent consideration recordedlitigation settlements; (iv) non-income tax related charges; and (v) the results of Mobidiag, Biotheranostics, and Diagenode post-acquisition in order to level set the operating sectionresults for purposes of the cash flow statement; (iv) litigation settlements; (v) expenses related to the divested Cynosure medical aesthetics business incurred subsequent to the disposition date;2021 FCF calculation and (vi) the results of Alpha and Acessa post-acquisition in order to level set the results for purposes of the 2020 FCF calculation. This calculation further adds back nine months of budgeted operating income for the divested medical aestheticsMedical Aesthetics business in order to level set the results for purposes of the 2020 FCF calculation. The non-GAAP financial measures used in this proxy statement adjust for specified items that can be highly variable or difficult to predict. The Company generally uses these non-GAAP financial measures to facilitate management’s financial and operational decision-making, including evaluation of Hologic’s historical operating results, comparison to competitors’ operating results and determination of management incentive compensation. These non-GAAP financial measures reflect an additional way of viewing aspects of the company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting Hologic’s business. Because non-GAAP financial measures exclude the effect of items that increase or decrease the company’s reported results of operations, management strongly encourages investors to review the Company’s consolidated financial statements and publicly filed reports in their entirety. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. The Company’s definition of these non-GAAP measures may differ from similarly titled measures used by others. A reconciliation of the non-GAAP revenue and non-GAAP EPS to the most directly comparable GAAP financial measures is included in the following pages. TABLE OF CONTENTS HOLOGIC, INC. 20212022 Proxy Statement
Reconciliation of GAAP EPS to Non-GAAP Adjusted EPS (as calculated pursuant to the terms of the Short-Term Incentive Plan) | | | | Year Ended | | | | | Year Ended | | | (Unaudited)
(In millions, except earnings per share) | | September 26, 2020
($) | | September 28, 2019
($) | | (Unaudited)
(In millions, except earnings per share) | | September 25, 2021
($) | | September 26, 2020
($) | | | GAAP net (loss) income | | 1,110.5 | | (203.6) | | GAAP net income | | 1,869.7 | | 1,110.5 | | | Adjustments: | | | | | | Adjustments: | | | | | | | Amortization of acquired intangible assets(1) | | 292.9 | | 370.5 | | Amortization of acquired intangible assets(1) | | 318.9 | | 292.9 | | | Fair value write-up of acquired inventory(2) | | 6.7 | | 7.1 | | Fair value write-up of acquired inventory(2) | | 7.9 | | 6.7 | | | Acquisition related adjustments(3) | | 2.2 | | 6.2 | | Acquisition related adjustments(3) | | 21.0 | | 2.0 | | | Restructuring, integration/consolidation costs and MDR expenses(4) | | 26.6 | | 16.7 | | Restructuring, and integration/consolidation costs(4) | | 23.2 | | 30.2 | | | Incremental depreciation expense(5) | | — | | 1.1 | | Debt extinguishment loss and transaction costs(5) | | 27.4 | | — | | | Debt extinguishment loss(6) | | — | | 0.8 | | Contingent consideration adjustments(6) | | (6.7) | | 0.3 | | | Loss on sale of investments(7) | | — | | (0.9) | | Unrealized losses (gains) on forward foreign currency contracts(7) | | 4.3 | | (3.8) | | | Unrealized (gains) losses on forward foreign currency contracts(8) | | (3.8) | | 2.1 | | MDR expenses(8) | | 9.8 | | 2.5 | | | Debt transaction costs(9) | | — | | 0.8 | | Purchased research and development asset charge(9) | | 7.0 | | — | | | Loss from SSI(10) | | — | | 1.5 | | Impairment of intangible assets and equipment(10) | | — | | 30.2 | | | Purchased research and development asset charges(11) | | — | | 4.5 | | Other non-operating charges (benefit)(11) | | 1.8 | | (1.0) | | | Impairment of intangible assets and equipment(12) | | 30.2 | | 685.4 | | Non-income tax charges (benefits)(12) | | 4.5 | | (2.9) | | | Litigation settlements(13) | | 0.7 | | 4.5 | | Discrete tax benefit from the sale of Cynosure(13) | | — | | (313.4) | | | Additional Cynosure related expenses(14) | | 5.5 | | — | | Income tax effect of reconciling items(14) | | (106.4) | | (104.4) | | | Other non-operating charges(15) | | (1.0) | | — | | Non-GAAP net income | | 2,182.4 | | 1,049.8 | | | Non-income tax settlement adjustment(16) | | (2.9) | | — | | Net loss attributable to non-controlling interest | | (1.8) | | (3.4) | | | Discrete impact of tax reform(17) | | — | | 5.0 | | Non-GAAP net income attributable to Hologic per Press Release | | 2,184.2 | | 1,053.2 | | | Discrete tax benefit from the sale of Cynosure(18) | | (313.4) | | — | | Further Adjustments for STIP: | | | | | | | Tax benefit of internal reorganization(19) | | — | | (19.2) | | Less: Incremental net operating income from fiscal 2020 acquisitions(15) | | — | | (5.0) | | | Income tax effect of reconciling items(20) | | (104.4) | | (223.2) | | Plus: Incremental net operating loss from fiscal 2021 acquisitions(16) | | 11.7
| | — | | | Non-GAAP net income | | 1,049.8 | | 659.3 | | Tax effect of adjustments(14) | | (2.5) | | 1.3 | | | Net loss attributable to non-controlling interest | | (3.4) | | — | | Non-GAAP net income – STIP | | 2,193.4 | | 1,049.5 | | | Non-GAAP net income attributable to Hologic per Press Release | | 1,053.2 | | 659.3 | | Non-GAAP EPS - STIP(17) | | 8.45 | | 3.97 | | | Further Adjustments for STIP: | | | | | | | | Less: Incremental operating loss from fiscal 2019 acquisitions(21) | | — | | 3.0 | | | | Less: Incremental operating income from fiscal 2020 acquisitions(22) | | (5.0) | | | | | | Less: SuperSonic Imagine operating loss | | — | | 1.8 | | | | Tax effect of adjustments(20) | | 1.3 | | (0.9) | | | | Non-GAAP net income – STIP | | 1,049.5 | | 663.2 | | | | Non-GAAP EPS - STIP(23) | | 3.97 | | 2.44 | | |
EXPLANATORY NOTES TO RECONCILIATIONS: (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 acquisitions in fiscal 20202021 and fiscal 2019.2020. |
(3)
| To reflect expenses with third parties related to acquisitions and divestitures prior to when such transactions are completed. These expenses primarily comprise broker fees, legal fees, and consulting and due diligence fees. Fiscal 2019 included an adjustment to the estimated contingent consideration liability related to the Faxitron acquisition, which was payable upon Faxitron meeting defined revenue growth metrics. |
(4)
| 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 the exclusion of third-party expenses incurred to obtain compliance with the European Medical Device Regulation requirement for the Company's existing products for which it already has FDA approval and/or CE mark. |
(5)
| To reflect non-cash fair value adjustments for additional depreciation expensea debt extinguishment loss from refinancing the Company’s 2025 Senior Notes and related transaction expenses recorded to the fair value write-up of fixed assets acquired in the Gen-Probe acquisition and accelerated depreciation expense related to facility closure and business consolidation.interest expense. |
(6)
| To reflect debt extinguishment losses primarily from refinancingadjustments to the Company’s Credit Agreementestimated contingent consideration liabilities related to the Acessa Health and Senior Notes.Faxitron acquisitions in fiscal 2021 and 2020, respectively, which are payable upon meeting defined revenue growth metrics. |
(7)
| To reflect realized gains and losses on the sale of available-for-sale marketable securities and a cost method investment. |
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HOLOGIC, INC. 2021 Proxy Statement
(8)
| 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. |
(9)
| To reflect the amount of debt issuance costs recorded directly to interest expense as a result of the fiscal 2019 refinancing of the Company’s Credit Agreement. |
(10)(8)
| To reflect the exclusion of third party expenses in SuperSonic Imagine’s (SSI) net loss that Hologic would exclude from its non-GAAP net incomeincurred to be consistent. Hologic acquired 46% of SSI on August 1, 2019 and accounted for this investment as an equity-method investment. As such, Hologic was required to record in its statement of operations its proportionate share of SSI’s net lossobtain compliance with the European Medical Device Regulation requirement for the two months ended September 28, 2019.Company's existing products for which it already has FDA approval and/or CE mark. |
(11)(9)
| To reflect the purchase of intangible assets in fiscal 2019 to be used in a research and development projectsproject that havehas no future alternative use. |
(12)(10)
| For 2020, toTo reflect recording the Cynosure business to fair value based upon meeting the assets-held-for-sale criteria in the first quarter of fiscal 2020 due to executing an agreement to sell the business. For 2019, to |
(11)
| To reflect an intangible assetmiscellaneous non-operating charges. |
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
(12)
| To reflect non-income tax charges, settlements and equipment impairment charge aggregating $685.4 millionbenefits, including from a statute of limitations expiration, related to the Medical Aesthetics reportable segment, which is comprised solely of the Cynosure business. The Company identified impairment indicators in both the second and fourth quarters of fiscal 2019 and determined the undiscounted cash flows of the asset group were not sufficient to recover the carrying value of the asset group. As such, the Company determined the fair value of the asset group and recorded an impairment charge for the difference between its fair value and carrying value.prior years' matters. |
(13)
| To reflect a discrete tax benefit from the Company’s settlementssale of litigation.Cynosure. |
(14)
| To reflect additional expenses incurred related to the Cynosure dispositionan estimated annual effective tax rate of 21.50% and indemnification provisions22.75% for legalfiscal 2021 and tax matters that existed as of the date of disposition.2020, respectively. |
(15)
| To reflect miscellaneous non-operating charges. |
(16)
| To reflect a non-income tax settlement adjustment in the fourth quarter of fiscal 2020 as the Company settled a non-income tax issue under audit. |
(17)
| To reflect the discrete impact of tax reform to the provision for income taxes in fiscal 2019. The benefit reduction of $5.0 million recorded in the year ended September 28, 2019 was primarily related to credit utilization limitations and executive compensation deduction disallowances resulting from the completion of computations in the three months ended December 29, 2018.
|
(18)
| To reflect a discrete tax benefit from the sale of Cynosure, for which the Company recorded a long-term receivable. |
(19)
| To reflect a discrete tax benefit recorded in the year ended September 28, 2019 from the adjustment of the Company’s current and deferred tax accounts related to an internal restructuring. |
(20)
| To reflect an estimated annual effective tax rate of 22.75% and 21.75% for fiscal 2020 and 2019, respectively. |
(21)
| For fiscal 2019 to determine Non-GAAP net income under the fiscal 2019 STIP, adjusted Non-GAAP net income excludes pre-tax income generated by the Focal and Grand X-Ray acquisitions during fiscal 2019. |
(22)
| For fiscal 2020 to determine Non-GAAP net income under the fiscal 2020 STIP, adjusted Non-GAAP net income excludes pre-tax income (loss) generated by the Alpha Imaging and Acessa Health acquisitions during fiscal 2020. |
(23)(16)
| For fiscal 2021 to determine Non-GAAP net income under the fiscal 2021 STIP, adjusted Non-GAAP net income excludes pre-tax income (loss) generated by the Mobidiag, Biotheranostics and Diagenode acquisitions during fiscal 2021. |
(17)
| Non-GAAP earnings per share was calculated based on 264,613259,706 and 271,263264,613 weighted average diluted shares outstanding for the years ended September 25, 2021 and September 26, 2020, and September 28, 2019, respectively. |
Reconciliation of GAAP Revenue to Adjusted Revenue
(excluding the impact of acquisitions and dispositions) | Consolidated GAAP Revenue | | | 3,776.4 | | | 3,367.3 | | | | | | | | | Less: Incremental revenue from fiscal 2019 acquisitions | | | — | | | (11.9) | | | | | | | | | Less: Incremental revenue from fiscal 2020 acquisitions | | | (7.8) | | | — | | | | | | | | | Less: Adjustment to reduce blood screening revenue to budget | | | | | | (30.0) | | | | | | | | | FX Impact at budget rates | | | (29.0) | | | 25.7 | | | | | | | | | Adjusted Revenue | | | 3,739.6 | | | 3,351.1 | | | 388.5 | | | 11.6 | |
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HOLOGIC, INC. 2021 Proxy Statement
| Consolidated GAAP Revenue | | | 5,632.3 | | | 3,776.4 | | | | | | | | | Less: Incremental revenue from fiscal 2020 acquisitions | | | — | | | (7.8) | | | | | | | | | Less: Incremental revenue from fiscal 2021 acquisitions | | | (62.2) | | | — | | | | | | | | | FX Impact at budget rates | | | (47.1) | | | (29.0) | | | | | | | | | Adjusted Revenue | | | 5,523.0 | | | 3,739.6 | | | 1,783.4 | | | 47.7 | |
Reconciliation of GAAP Revenue to Organic Revenue | (Unaudited)
(In millions, except percentages) | | 2020
($) | | 2019
($) | | | Change | | (Unaudited)
(In millions, except percentages) | | 2021
($) | | 2020
($) | | | Change | | | ($) | | (%) | | | ($) | | (%) | | | Consolidated GAAP Revenue | | 3,776.4 | | 3,367.3 | | | | | | Consolidated GAAP Revenue | | 5,632.3 | | 3,776.4 | | | | | | | Less: Medical Aesthetics revenue | | (65.3) | | (315.6) | | | | | | Less: Medical Aesthetics revenue | | — | | (65.3) | | | | | | | Less: Blood Screening revenue | | (43.6) | | (58.5) | | | | | | Less: Blood Screening revenue | | (49.6) | | (43.6) | | | | | | | Less: Incremental revenue from SSI and Acessa | | (22.3) | | — | | | | | | Less: Incremental revenue from acquisitions: Acessa, Biotheranostics, Diagenode and Mobidiag in 2021 and SSI and Acessa in 2020 | | (71.6) | | (22.3) | | | | | | | FX Impact at constant currency rates | | (1.6) | | — | | | | | | FX Impact at constant currency rates | | (34.8) | | (1.6) | | | | | | | Adjusted Revenue | | 3,643.6 | | 2,993.2 | | 650.4 | | 21.7 | | Organic Revenue | | 5,476.3 | | 3,643.6 | | 1,832.7 | | 50.3 | |
Reconciliation of GAAP International Revenue to Organic International Revenue | (Unaudited)
(In millions, except percentages) | | 2020
($) | | 2019
($) | | | Change | | (Unaudited)
(In millions, except percentages) | | 2021
($) | | 2020
($) | | | Change | | | ($) | | (%) | | | ($) | | (%) | | | Consolidated GAAP Revenue | | 913.2 | | 831.3 | | | | | | Consolidated GAAP Revenue | | 1,730.0 | | 913.2 | | | | | | | Less: Medical Aesthetics revenue | | (34.4) | | (160.2) | | | | | | Less: Medical Aesthetics revenue | | — | | (34.4) | | | | | | | Less: Incremental revenue from SSI | | (18.2) | | — | | | | | | Less: Incremental revenue from SSI | | — | | (18.2) | | | | | | | FX Impact at constant currency | | (1.7) | | — | | | | | | Less: Incremental revenue from Acessa, Biotheranostics, Diagenode and Mobidiag | | (24.6) | | — | | | | | | | Adjusted Revenue | | 858.9 | | 671.1 | | 187.8 | | 28.0 | | FX Impact at constant currency | | (100.5) | | (1.7) | | | | | | | | Organic International Revenue | | 1,604.9 | | 858.9 | | 746.0 | | 86.9 | |
Reconciliation of GAAP International Revenue to Adjusted Constant Currency International Revenue | (Unaudited)
(In millions, except percentages) | | 2020
($) | | 2019
($) | | | Change | | (Unaudited)
(In millions, except percentages) | | 2021
($) | | 2020
($) | | | Change | | | ($) | | (%) | | | ($) | | (%) | | | Consolidated GAAP International Revenue | | 913.2 | | 831.3 | | 81.9 | | 9.9 | | Consolidated GAAP International Revenue | | 1,730.0 | | 913.2 | | 816.8 | | 89.5 | | | FX Impact at constant currency rates | | (1.3) | | 34.6 | | | | | | FX Impact at constant currency rates | | (100.5) | | (1.3) | | | | | | | Adjusted Constant Currency International Revenue | | 911.9 | | 865.9 | | 46.0 | | 5.3 | | Adjusted Constant Currency International Revenue | | 1,629.5 | | 911.9 | | 717.6 | | 78.7 | |
TABLE OF CONTENTS HOLOGIC, INC. 2022 Proxy Statement
Reconciliation of GAAP Net Cash Provided by Operating Activities to Adjusted Free Cash Flow | GAAP Net Cash Provided by Operating Activities
| | | 896.6
| | | Less: Purchase of property and equipment
| | | (98.3)
| | | Plus: Restructuring, divestiture, and integration/consolidation costs
| | | 18.7
| | | Plus: Budgeted Medical Aesthetics operating income
| | | 18.1
| | | Plus: Acquisition transaction expenses
| | | 5.7
| | | Plus: Medical Aesthetics expenses subsequent to the disposition
| | | 3.3
| | | Plus: Litigation settlements
| | | 0.7
| | | Less: Incremental operating income from fiscal 2020 acquisitions
| | | (5.4)
| | | Tax effect of adjustments
| | | (9.7)
| | | Adjusted Free Cash Flow
| | | 829.7
| |
| GAAP Net Cash Provided by Operating Activities | | | 2,330.4 | | | 896.6 | | | Less: Purchase of property and equipment (excluding receipts from Department of Defense) | | | (118.0) | | | (98.3) | | | Plus: Restructuring, divestiture, and integration/consolidation costs | | | 15.3 | | | 18.7 | | | Plus: Budgeted Medical Aesthetics operating income | | | — | | | 18.1 | | | Plus: Acquisition transaction expenses | | | 21.0 | | | 5.7 | | | Plus: Medical Aesthetics expenses subsequent to the disposition | | | — | | | 4.0 | | | Plus: Tax payments | | | 7.0 | | | — | | | Plus (Less): Incremental net operating (income) loss from fiscal 2021 and 2020 acquisitions | | | 9.5 | | | (5.4) | | | Tax effect of adjustments | | | (13.7) | | | (9.7) | | | Adjusted Free Cash Flow | | | 2,251.5 | | | 829.7 | |
| |
HOLOGIC, INC.
250 CAMPUS DRIVE
MARLBOROUGH, MA 01752
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on March 10, 2021 for shares held directly and by 11:59 P.M. Eastern Time on March 8, 2021 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 MATERIALS
To 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 - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on March 10, 2021 for shares held directly and by 11:59 P.M. Eastern Time on March 8, 2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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| | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | | | | D29309-P48008-Z78836 | KEEP THIS PORTION FOR YOUR RECORDS | | DETACH AND RETURN THIS PORTION ONLY | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
| | | | | | | | | | | | | | | | HOLOGIC, INC. | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote | | | | | | | | FOR each of the listed nominees: | | | | | | | | | | | | | | | | | | | | 1 | Election of Directors | | | | | | | | | | | | | | | | | | | | | | | | Nominees: | For | Against | Abstain | | | | | | | | | | | | | | | | | | | | | | 1a | Stephen P. MacMillan | ☐ | ☐ | ☐ | | The Board of Directors recommends you vote FOR proposals 2 and 3: | For | Against | Abstain | | | | | | | | | | | | | | | 1b. | Sally W. Crawford | ☐ | ☐ | ☐ | | 2 | A non-binding advisory resolution to approve executive compensation. | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | | 1c. | Charles J. Dockendorff | ☐ | ☐ | ☐ | | 3. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2021. | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | | | | | | | | | | 1d. | Scott T. Garrett | ☐ | ☐ | ☐ | | NOTE: Such other business as may properly come before the meeting or any adjournments or postponements thereof. | | | | | | | | | | | | | | | | | | | | | | 1e. | Ludwig N. Hantson | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | | | | 1f. | Namal Nawana | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | | | | 1g | Christiana Stamoulis | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | | | | 1h. | Amy M. Wendell | ☐ | ☐ | ☐ | | | | | | | | | | | | | | | | | | | 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] | Date | | | | | | Signature (Joint Owners) | Date | | | |
TABLE OF CONTENTS Important 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.
D29310-P48008-Z78836
| | | | | | | | | | | | | | | | | | HOLOGIC, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
March 11, 2021
| | | | | | | | | | The 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 11, 2021 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 OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
| | | | | | | | | | Please mark, sign, date and return this proxy card promptly using the enclosed reply envelope. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Continued and to be signed on reverse side | | | | | | | | |
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