Retirement. Executive Stock Ownership GuidelinesOur 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 employment or five years from the adoption of the guideline, whichever is later. Only shares of stock issued and outstanding (or vested and deferred under our deferred equity plan) are credited towards the ownership goals. AllFor all of our NEOs, have achieved ownership in excess ofother than Mr. Verstreken, upon an NEO’s retirement, the guideline. Information about ownership guidelines for our non-employee directors can be found in the “Director Compensation” section on page 48 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 5 times his base salary. As of the end of fiscal 2017, he owned equity in the Company with a value of over34 times his fiscal 2017 base salary. The value of these shares held by Mr. MacMillan (including shares vested but deferred, but not including any unvested equity) is over $35 million, based on the closing price per share of Hologic stock on September 29, 2017. Mr. MacMillan purchased 25% 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 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.
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 programs is consistent with our industry peers.
| Hologic, Inc. 2018 Proxy Statement | 39 |
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 Code. In 2017, which includes the first three months of the Company’s fiscal 2018, 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 $270,000 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, providesaward agreements provide 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 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). 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. This
Death or Disability. Upon an NEO’s termination as a result of his or her death or permanent disability, the equity retirement provision is applicable to equity grants made from November 5, 2015 forward.Other Benefitsaward agreements provide for full acceleration of all stock options and Perquisites
Our NEOs also generally participate in other benefit plans on the same terms as allRSUs and acceleration 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 2017, we provided eacha pro-rata amount of the NEOs with an automobile allowance. In addition, Mr. MacMillan has access to private air transportation for business purposes and limited non-entertainment personal use. target PSUs.
The
non-entertainment personal use is subject to a maximum aggregate incremental cost to the Company of $150,000 per fiscal year. The values of all perquisites and other personal benefits provided to our NEOs are included in the “All Other Compensation” columnamount of the
Summary Compensation Table on page 41.Taxestimated payments and Accounting Considerations
The Committee considers tax and accounting implications in determining all elementsbenefits payable to NEOs, assuming a change 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.
For fiscal year 2017, Section 162(m) of the Code generally limited the deductibility of compensation to $1 million per year for certain named executive officerscontrol of the Company unless compensation in excessor termination of employment as of the limit qualified as performance-based compensation. Base salaries, time-vested restricted stock, time-vested retention payments, and bonuses that were not subject tolast day of fiscal 2022, is shown in the achievement of pre-established performance goals did not qualify as performance-based compensation, and were generally subject totable on page 79 under the deduction limit. For fiscal 2017, we intended for stock options, PSUs and certain annual incentive awards under our STIP to qualify as performance-based compensation under Section 162(m) of the Code. It is anticipated that changes to the tax laws effective as of January 1, 2018 will have an impact on Section 162(m) deductibility going forward. These changes could, but may not, impact compensation decisions for fiscal 2018 and beyond.
COMPENSATION COMMITTEE REPORT
We, the Compensation Committee of the Board of Directors of Hologic, Inc., have reviewed and discussed the Compensation Discussion and Analysis (CD&A) set forth above with management of the Company, and based on such review and discussion, recommended to the Board that the CD&A be included in this report.
Compensation Committee
Scott T. Garrett,Chair (current)
Sally W. Crawford,Chair (former)*
Elaine S. Ullian
| * | Ms. Crawford served as Chair of the Compensation Committee during fiscal 2017, the compensation period covered by this CD&A. |
| Hologic, Inc. 2018 Proxy Statement | 40 |
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table presents information regarding compensation of each of the NEOs for services rendered during fiscal 2017, 2016 and 2015. 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 | | Year | | Salary ($)(1) | | Bonus ($) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | Non-Equity Incentive Plan Compensation ($)(4) | | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | | All Other Compensation ($) | | Total ($) | |
Stephen P. MacMillan Chairman, President and Chief Executive Officer | | 2017 | | 1,048,077 | | — | | 6,229,190 | | 1,955,682 | | 1,545,000 | | — | | 426,959 | (5) | 11,204,908 | |
| 2016 | | 1,000,000 | | — | | 5,437,437 | | 1,812,490 | | 1,875,000 | | — | | 669,665 | | 10,794,592 | |
| 2015 | | 1,000,000 | | — | | 5,456,214 | | 1,811,110 | | 2,625,000 | | — | | 441,535 | | 11,333,859 | |
Robert W. McMahon Chief Financial Officer | | 2017 | | 549,904 | | — | | 1,312,439 | | 437,493 | | 405,000 | | — | | 222,233 | (6) | 2,927,069 | |
| 2016 | | 509,192 | | — | | 1,424,951 | | 474,993 | | 485,000 | | — | | 318,120 | | 3,212,256 | |
| 2015 | | 450,000 | | — | | 1,124,986 | | 373,422 | | 595,000 | | — | | 242,105 | | 2,785,513 | |
Eric B. Compton Former Chief Operating Officer | | 2017 | | 555,000 | | — | | 1,312,439 | | 437,493 | | 345,000 | | — | | 233,909 | (7) | 2,883,841 | |
| 2016 | | 508,962 | | — | | 1,499,886 | | 499,984 | | 490,000 | | — | | 346,704 | | 3,345,536 | |
| 2015 | | 450,000 | | — | | 1,143,700 | | 379,647 | | 600,000 | | — | | 371,812 | | 2,945,159 | |
John M. Griffin General Counsel | | 2017 | | 478,654 | | — | | 974,957 | | 324,999 | | 355,000 | | — | | 217,607 | (8) | 2,351,217 | |
| 2016 | | 449,539 | | — | | 899,979 | | 299,990 | | 425,000 | | — | | 312,460 | | 2,386,968 | |
Peter J. Valenti, III Division President, Breast & Skeletal Health | | 2017 | | 488,798 | | — | | 974,957 | | 324,999 | | 325,000 | | — | | 205,405 | (9) | 2,319,159 | |
| 2016 | | 456,962 | | — | | 749,970 | | 249,987 | | 435,000 | | — | | 253,596 | | 2,145,515 | |
| (1) | Salaries for fiscal 2017 listed above differ slightly from the fiscal 2017 base salaries discussed in the CD&A and approved by the Compensation Committee due to an extra payroll week in fiscal 2017, payment for which is included above. |
| (2) | The amount included in the “Stock Awards” column represents the aggregate grant date fair value of RSUs and PSUs subject to ROIC goals (ROIC PSUs”) and relative shareholder return (“TSR”) goals (“TSR PSUs”) granted during the respective fiscal years. The RSUs vest annually in equal installments over a required service period, and the PSUs cliff-vest at the end of a three-year period in the event the pre-determined performance metrics are achieved (whether ROIC or relative TSR achievement). The values of these awards have been determined under U.S. generally accepted accounting principles, which are the values used for purposes of our consolidated financial statements. The grant date fair value of RSUs and ROIC PSUs are calculated using the closing price of our Common Stock on the grant date. The grant date fair value of ROIC PSUs assumes achievement at 100% of target. The maximum payout for ROIC PSUs is 200% of target and assuming achievement at 200% of target, additional compensation of approximately $2.0 million, $437,000, $437,000, $325,000, and $325,000 would be recognized for ROIC PSUs granted in fiscal 2017 for each of Messrs. MacMillan, McMahon, Compton, Griffin, and Valenti, respectively. ROIC PSUs granted in fiscal 2015 vested at 200% of target, resulting in additional compensation of approximately $3.6 million, $750,000 and $762,000 for each of Messrs. MacMillan, McMahon, and Compton, respectively. TSR PSUs were first granted in the fiscal 2017 grant cycle, and the grant date fair value of TSR PSUs was calculated using the Monte Carlo simulation model. The calculation of fair value incorporates the probability of achieving more than the target value of shares granted as achievement can be up to 200% of target, however, the compensation expense recognized remains unchanged. For Mr. MacMillan, the amount in fiscal 2017 also includes matching RSUs granted on December 1, 2016 with a fair value on the date of grant of $362,228, which is equal to the number of shares held by Mr. MacMillan as of September 24, 2016. These matching RSUs were granted by the Company in accordance with Mr. MacMillan’s Amended and Restated Employment Agreement, dated September 18, 2015, as amended September 24, 2016, and vest in one installment on December 1, 2019, assuming Mr. MacMillan’s employment on that date. For more information, see “Employment Agreement” beginning on page 36. For a detailed description of the assumptions used to calculate the grant date fair value, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2017. |
| (3) | 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 and have a ten-year term. The values have been determined under U.S. generally accepted accounting principles, which are the values used for purposes of our consolidated financial statements. For stock option valuations, we use a binomial lattice model to determine the grant date fair value. The valuation model requires the use of certain underlying assumptions, which are based on management’s best estimates. The key assumptions used in the valuation of stock options include: expected stock price volatility, expected life of the stock option, the risk-free interest rate and dividend yield. For a detailed description of the assumptions used to calculate the grant date fair value, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2017. |
| (4) | Represents cash payments under the STIP. Bonuses paid under the 2017, 2016 and 2015 STIP were based on a combination of Company and individual performance. |
| (5) | The amount represents (i) the Company’s contributions to the DCP in the amount of $312,500; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) the balance of a temporary housing allowance which has been discontinued; (iv) Company paid insurance premiums; (v) automobile allowance; (vi) reimbursement of expenses related to the Company’s annual salesforce reward trip; (vii) tax reimbursements of $5,027 related to the annual salesforce reward trip; and (viii) $48,142 attributable to non-business use of private aircraft for travel to meetings of the Board of Trustees of an educational institution. |
| (6) | The amount represents (i) the Company’s contributions to the DCP in the amount of $180,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) Company paid insurance premiums; and (iv) automobile allowance. |
Hologic, Inc. 2018 Proxy Statement | 41
|
| (7) | The amount represents (i) the Company’s contributions to the DCP in the amount of $180,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) automobile allowance; (iv) Company paid insurance premiums; (v) reimbursement of expenses related to the Company’s annual salesforce reward trip; and (vi) tax reimbursements of $4,151 related to the annual salesforce reward trip. |
| (8) | The amount represents (i) the Company’s contributions to the DCP in the amount of $180,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) automobile allowance; and (iv) Company paid insurance premiums. |
| (9) | The amount represents (i) the Company’s contributions to the DCP in the amount of $150,000; (ii) the Company’s matching contributions under our 401(k) Savings and Investment Plan; (iii) automobile allowance; (iv) Company paid insurance premiums; (v) reimbursement of expenses related to the Company’s annual salesforce reward trip; and (vi) tax reimbursements of $6,085 related to the annual salesforce reward trip. |
Grants of Plan-Based Awards
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | All Other | | All Other | | | | | |
| | | | | Estimated Possible | | Estimated Future | | Stock | | Option | | | | Grant | |
| | | | | Payouts Under | | Payouts Under | | Awards: | | Awards: | | | | Date Fair | |
| | | | | Non-Equity Incentive | | Equity Incentive | | Number of | | Number of | | Exercise | | Value of | |
| | | | | Plan Awards(1) | | Plan Awards(2) | | Shares of | | Securities | | Price of | | Stock and | |
| | | | | | | | | | | | | | | | | Stock or | | Underlying | | Option | | Option | |
| Grant | | Approval | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | Units | | Options | | Awards | | Awards | |
Name | Date | | Date | | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | (#)(3) | | (#) | | ($/Sh) | | ($)(4) | |
Stephen P. MacMillan | | | | | 772,500 | | 1,545,000 | | 3,090,000 | | | | | | | | | | | | | | | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | | | 160,565 | | 37.64 | | 1,955,682 | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | 51,957 | | | | | | 1,955,661 | |
12/1/2016 | | 11/7/2016 | | | | | | | | 25,979 | | 51,957 | | 103,914 | | | | | | | | 1,955,661 | |
12/1/2016 | | 11/7/2016 | | | | | | | | 19,997 | | 39,993 | | 79,986 | | | | | | | | 1,955,658 | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | 9,623 | (5) | | | | | 362,210 | |
Robert W. McMahon | | | | | 202,500 | | 405,000 | | 810,000 | | | | | | | | | | | | | | | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | | | 35,919 | | 37.64 | | 437,493 | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | 11,623 | | | | | | 437,490 | |
12/1/2016 | | 11/7/2016 | | | | | | | | 5,812 | | 11,623 | | 23,246 | | | | | | | | 437,490 | |
12/1/2016 | | 11/7/2016 | | | | | | | | 4,473 | | 8,946 | | 17,892 | | | | | | | | 437,459 | |
Eric. B. Compton | | | | | 204,375 | | 408,750 | | 817,500 | | | | | | | | | | | | | | | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | | | 35,919 | | 37.64 | | 437,493 | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | 11,623 | | | | | | 437,490 | |
12/1/2016 | | 11/7/2016 | | | | | | | | 5,812 | | 11,623 | | 23,246 | | | | | | | | 437,490 | |
12/1/2016 | | 11/7/2016 | | | | | | | | 4,473 | | 8,946 | | 17,892 | | | | | | | | 437,459 | |
John M. Griffin | | | | | 176,250 | | 352,500 | | 705,000 | | | | | | | | | | | | | | | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | | | 26,683 | | 37.64 | | 324,999 | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | 8,634 | | | | | | 324,984 | |
12/1/2016 | | 11/7/2016 | | | | | | | | 4,317 | | 8,634 | | 17,268 | | | | | | | | 324,984 | |
12/1/2016 | | 11/7/2016 | | | | | | | | 3,323 | | 6,646 | | 13,292 | | | | | | | | 324,989 | |
Peter J. Valenti, III | | | | | 180,000 | | 360,000 | | 720,000 | | | | | | | | | | | | | | | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | | | 26,683 | | 37.64 | | 324,999 | |
12/1/2016 | | 11/7/2016 | | | | | | | | | | | | | | 8,634 | | | | | | 324,984 | |
12/1/2016 | | 11/7/2016 | | | | | | | | 4,317 | | 8,634 | | 17,268 | | | | | | | | 324,984 | |
12/1/2016 | | 11/7/2016 | | | | | | | | 3,323 | | 6,646 | | 13,292 | | | | | | | | 324,989 | |
| (1) | Represents threshold, target and maximum annual cash incentive awards under the 2017 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 target amount is based upon achievement of the performance measures listed in the “2017 Performance Objectives and Results” in the CD&A on page 31. 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 FY17-FY20 performance cycle pursuant to ROIC PSUs and TSR PSUs issued as part of our fiscal 2017 annual equity awards. The PSUs are subject to ROIC goals and relative TSR achievement goals. |
| ● | ROIC PSUs. ROIC PSUs vest only if the Company achieves a pre-determined average ROIC threshold at the end of a three-year performance period. If we fail to achieve the three-year average ROIC minimum threshold, all ROIC PSUs for that three-year performance period will be forfeited. If the target three-year average ROIC goal is achieved, 100% of the ROIC PSUs will vest. 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. Assuming achievement at 200% of target for the ROIC PSUs, additional compensation of approximately $2.0 million, $437,000, $437,000, $325,000, and $325,000 would be recognized for each of Messrs. MacMillan, McMahon, Compton, Griffin, and Valenti, respectively. See “Why ROIC” on page 33 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. Compensation expense for TSR PSUs will remain the same regardless of the percentile achieved. For TSR PSUs, threshold, target and maximum award amounts are payable upon achievement of relative TSR in the 25th, 50th and 95th percentile, respectively. |
Hologic, Inc. 2018 Proxy Statement | 42 |
| (4) | This column shows the full grant date fair value of RSUs, ROIC PSUs, TSR PSUs and stock options under U.S. generally accepted accounting principles granted to our NEOs. The RSUs vest over time and the PSUs cliff-vest after three years in the event the pre-determined ROIC and total shareholder return targets are achieved. The grant date fair values of RSUs and PSUs are calculated using the closing price of our common stock on the grant date. The grant date fair value of PSUs assumes achievement at 100% of target. The grant date fair value of TSR PSUs was calculated using the Monte Carlo simulation model. For stock option valuations, we use a binomial lattice model to determine the grant date fair value. For a detailed description of the assumptions used to calculate the grant date fair value, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2017. |
| (5) | Represents matching RSUs granted pursuant to the terms of Mr. MacMillan’s Employment Agreement. For more information, see “Employment Agreement” beginning on page 36. |
Outstanding Equity Awards at Fiscal Year-End
| | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| | | | | | | | | | | | | | | | Equity Incentive | |
| | | | | | | | | | | | | | Equity Incentive | | Plan Awards: | |
| | | | | | | | | | | | | | Plan Awards: | | Market or | |
| | | | | | | | | | | | | | Number of | | Payout Value | |
| | Number of | | Number of | | | | | | | | Market Value | | Unearned | | of Unearned | |
| | Securities | | Securities | | | | | | Number of | | of Shares or | | Shares, Units | | Shares, Units or | |
| | Underlying | | Underlying | | Option | | | | Shares or | | Units of Stock | | or Other Rights | | Other Rights | |
| | Unexercised | | Unexercised | | Exercise | | Option | | Units of Stock | | That Have Not | | That Have Not | | That Have Not | |
| | Options (#) | | Options (#) | | Price | | Expiration | | That Have Not | | Vested | | Vested | | Vested | |
Name | | Exercisable | | Unexercisable | | ($) | | Date | | Vested (#) | | ($)(1) | | (#)(2) | | ($)(1) (2) | |
Stephen P. MacMillan | | 518,389 | | 345,595 | (3) | 22.29 | | 12/06/2020 | | | | | | | | | |
| 76,337 | | 114,507 | (4) | 26.21 | | 11/07/2024 | | | | | | | | | |
| 34,589 | | 103,769 | (5) | 39.96 | | 11/05/2025 | | | | | | | | | |
| | | 160,565 | (6) | 37.64 | | 12/01/2026 | | 47,688 | (11) | 1,748,939 | | | | | |
| | | | | | | | | 34,696 | (13) | 1,272,996 | | | | | |
| | | | | | | | | 30,238 | (15) | 1,109,432 | | | | | |
| | | | | | | | | 51,957 | (19) | 1,906,302 | | | | | |
| | | | | | | | | 9,623 | (25) | 353,068 | | | | | |
| | | | | | | | | 277,564 | (12) | 10,183,824 | | | | | |
| | | | | | | | | | | | | 181,430 | (14) | 6,656,666 | |
| | | | | | | | | | | | | 103,914 | (23) | 3,812,604 | |
| | | | | | | | | | | | | 79,986 | (24) | 2,934,686 | |
Robert W. McMahon | | 50,179 | | 33,453 | (7) | 23.82 | | 05/26/2021 | | | | | | | | | |
| 15,739 | | 23,610 | (4) | 26.21 | | 11/07/2024 | | | | | | | | | |
| 7,633 | | 22,901 | (5) | 39.96 | | 11/05/2025 | | | | | | | | | |
| 1,643 | | 4,930 | (8) | 34.79 | | 03/07/2026 | | | | | | | | | |
| | | 35,919 | (6) | 37.64 | | 12/01/2026 | | | | | | | | | |
| | | | | | | | | 7,347 | (16) | 269,561 | | | | | |
| | | | | | | | | 7,154 | (13) | 262,480 | | | | | |
| | | | | | | | | 6,707 | (15) | 246,080 | | | | | |
| | | | | | | | | 1,444 | (18) | 52,980 | | | | | |
| | | | | | | | | 11,623 | (19) | 426,448 | | | | | |
| | | | | | | | | 57,230 | (12) | 2,099,768 | | | | | |
| | | | | | | | | | | | | 40,040 | (14) | 1,469,068 | |
| | | | | | | | | | | | | 8,622 | (17) | 316,342 | |
| | | | | | | | | | | | | 23,246 | (23) | 852,896 | |
| | | | | | | | | | | | | 17,892 | (24) | 656,458 | |
Hologic, Inc. 2018 Proxy Statement | 43 |
| | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| | | | | | | | | | | | | | | | Equity Incentive | |
| | | | | | | | | | | | | | Equity Incentive | | Plan Awards: | |
| | | | | | | | | | | | | | Plan Awards: | | Market or | |
| | | | | | | | | | | | | | Number of | | Payout Value | |
| | Number of | | Number of | | | | | | | | Market Value | | Unearned | | of Unearned | |
| | Securities | | Securities | | | | | | Number of | | of Shares or | | Shares, Units | | Shares, Units or | |
| | Underlying | | Underlying | | Option | | | | Shares or | | Units of Stock | | or Other Rights | | Other Rights | |
| | Unexercised | | Unexercised | | Exercise | | Option | | Units of Stock | | That Have Not | | That Have Not | | That Have Not | |
| | Options (#) | | Options (#) | | Price | | Expiration | | That Have Not | | Vested | | Vested | | Vested | |
Name | | Exercisable | | Unexercisable | | ($) | | Date | | Vested (#) | | ($)(1) | | (#)(2) | | ($)(1) (2) | |
Eric B. Compton | | 28,609 | | 19,074 | (9) | 20.89 | | 04/14/2021 | | | | | | | | | |
| 16,002 | | 24,003 | (4) | 26.21 | | 11/07/2024 | | | | | | | | | |
| 7,156 | | 21,469 | (5) | 39.96 | | 11/05/2025 | | | | | | | | | |
| 2,378 | | 8,217 | (8) | 34.79 | | 03/07/2026 | | | | | | | | | |
| | | 35,919 | (6) | 37.64 | | 12/01/2026 | | | | | | | | | |
| | | | | | | | | 4,189 | (20) | 153,694 | | | | | |
| | | | | | | | | 7,273 | (13) | 266,846 | | | | | |
| | | | | | | | | 6,256 | (15) | 229,533 | | | | | |
| | | | | | | | | 2,407 | (18) | 88,313 | | | | | |
| | | | | | | | | 11,623 | (19) | 426,448 | | | | | |
| | | | | | | | | 58,182 | (12) | 2,134,698 | | | | | |
| | | | | | | | | | | | | 37,536 | (14) | 1,377,196 | |
| | | | | | | | | | | | | 14,370 | (17) | 527,236 | |
| | | | | | | | | | | | | 23,246 | (23) | 852,896 | |
| | | | | | | | | | | | | 17,892 | (24) | 656,458 | |
John M. Griffin | | 9,812 | | 14,718 | (10) | 32.38 | | 03/01/2025 | | | | | | | | | |
| 5,725 | | 17,175 | (5) | 39.96 | | 11/05/2025 | | | | | | | | | |
| | | 26,683 | (6) | 37.64 | | 12/01/2026 | | | | | | | | | |
| | | | | | | | | 4,752 | (22) | 174,351 | | | | | |
| | | | | | | | | 5,005 | (15) | 183,633 | | | | | |
| | | | | | | | | 8,634 | (19) | 316,781 | | | | | |
| | | | | | | | | 38,014 | (21) | 1,394,734 | | | | | |
| | | | | | | | | | | | | 30,030 | (14) | 1,101,800 | |
| | | | | | | | | | | | | 17,268 | (23) | 633,563 | |
| | | | | | | | | | | | | 13,292 | (24) | 487,683 | |
Peter J. Valenti, III | | 8,394 | | 15,532 | (7) | 23.82 | | 05/26/2021 | | | | | | | | | |
| 4,770 | | 12,592 | (4) | 26.21 | | 11/07/2024 | | | | | | | | | |
| | | 14,313 | (5) | 39.96 | | 11/05/2025 | | | | | | | | | |
| | | 26,683 | (6) | 37.64 | | 12/01/2026 | | | | | | | | | |
| | | | | | | | | 3,411 | (16) | 125,150 | | | | | |
| | | | | | | | | 3,815 | (13) | 139,972 | | | | | |
| | | | | | | | | 4,171 | (15) | 153,034 | | | | | |
| | | | | | | | | 8,634 | (19) | 316,781 | | | | | |
| | | | | | | | | | | | | 30,522 | (12) | 1,119,852 | |
| | | | | | | | | | | | | 25,024 | (14) | 918,130 | |
| | | | | | | | | | | | | 17,268 | (23) | 633,563 | |
| | | | | | | | | | | | | 13,292 | (24) | 487,683 | |
| (1) | Based upon the closing price of $36.69, which was the closing market price on NASDAQ of our common stock on September 29, 2017, the last trading day of our common stock in fiscal 2017. 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 PSUs is based on achieving maximum performance, which is 200% of target. |
| (3) | These stock options were granted on December 6, 2013 and vest over five years in equal annual installments through December 6, 2018. |
| (4) | These stock options were granted on November 7, 2014 and vest over five years in equal annual installments through November 7, 2019. |
| (5) | These stock options were granted on November 5, 2015 and vest over four years in equal annual installments through November 5, 2019. |
| (6) | These stock options were granted on December 1, 2016 and vest over four years in equal annual installments through December 1, 2020. |
| (7) | These stock options were granted on May 26, 2014 and vest over five years in equal annual installments through May 26, 2019. |
| (8) | These stock options were granted on March 7, 2016 and vest over four years in equal annual installments through March 7, 2020. |
| (9) | These stock options were granted on April 14, 2014 and vest over five years in equal annual installments through April 14, 2019. |
| (10) | These stock options were granted on March 1, 2015 and vest over five years in equal annual installments through March 1, 2020. |
| (11) | These RSUs were granted on December 6, 2013 and vest over four years in equal annual installments through December 6, 2017. |
Hologic, Inc. 2018 Proxy Statement | 44 |
| (12) | Represents ROIC PSUs granted on November 7, 2014 which vested in one installment on November 7, 2017. The Company achieved pre-determined annual ROIC minimum improvement hurdles for each year during the FY15-FY17 performance period and exceeded the three-year average threshold at the end of the three-year performance period, resulting in vesting at 200% of target. See “Why ROIC?” on page 33 for applicable performance measures. |
| (13) | These RSUs were granted on November 7, 2014 and vest over four years in equal annual installments through November 7, 2018. |
| (14) | Represents ROIC PSUs that were granted on November 5, 2015 and vest in one installment on November 5, 2018 only if the Company exceeds a three-year average ROIC threshold at the end of a three-year performance period. See “Why ROIC?” on page 33 for applicable performance measures. |
| (15) | These RSUs were granted on November 5, 2015 and vest over three years in equal annual installments through November 5, 2018. |
| (16) | These RSUs were granted on May 26, 2014 and vest over four years in equal annual installments through May 26, 2018. |
| (17) | Represents ROIC PSUs that were granted on March 7, 2016 and vest in one installment on March 7, 2019 only if the Company exceeds a three-year average ROIC threshold at the end of a three-year performance period. See “Why ROIC?” on page 33 for applicable performance measures. |
| (18) | These RSUs were granted on March 7, 2016 and vest over three years in equal annual installments through March 7, 2019. |
| (19) | These RSUs were granted on December 1, 2016 and vest over three years in equal annual installments through December 1, 2019. |
| (20) | These RSUs were granted on April 14, 2014 and vest over four years in equal annual installments through April 14, 2018. |
| (21) | Represents ROIC PSUs granted on February 2, 2015, which vest in one installment on February 2, 2018, assuming the NEO is still employed on such date. The Company achieved pre-determined annual ROIC minimum improvement hurdles for each year during the FY15-FY17 performance period and exceeded the three-year average threshold at the end of the three-year performance period, resulting in satisfaction of the performance conditions at 200% of target. See “Why ROIC?” on page 33 for applicable performance measures. |
| (22) | These RSUs were granted on February 2, 2015 and vest over four years in equal annual installments through February 2, 2019. |
| (23) | Represents ROIC PSUs that were granted on December 1, 2016 and vest in one installment on December 1, 2019 only if the Company achieves a minimum three-year average ROIC threshold at the end of the three-year performance period. See “Why ROIC?” on page 33 for applicable performance measures. |
| (24) | Represents TSR PSUs granted on December 1, 2016 and vest in one installment on December 1, 2019 only if the Company achieves the minimum total shareholder return target relative to a defined peer group. |
| (25) | Represents matching RSUs that were granted on December 1, 2016 and vest in one installment on December 1, 2019. Matching RSUs were granted pursuant to Mr. MacMillan’s Employment Agreement and are conditioned on Mr. MacMillan’s continued employment. |
Option Exercises and Stock Vested
| | | | | | | | | | |
| | Option Awards | | Stock Awards |
Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting | | | Value Realized on Vesting ($)(1) | |
Stephen P. MacMillan | | — | | — | | 625,394 | (2) | | 24,851,934 | |
Robert W. McMahon | | — | | — | | 14,938 | (3) | | 611,751 | |
Eric B. Compton | | — | | — | | 82,504 | (4) | | 3,470,915 | |
John M. Griffin | | — | | — | | 4,878 | (5) | | 189,057 | |
Peter J. Valenti, III | | 7,766 | | 152,632 | | 7,404 | (6) | | 301,065 | |
| (1) | 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. |
| (2) | Includes 588,418 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. |
| (3) | Includes 7,347 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 7,824 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) | Includes 2,502 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. |
| (6) | Includes 2,085 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. |
Hologic, Inc. 2018 Proxy Statement | 45 |
Potentialheading “Potential Payments upon Termination or Change of Control
The following table shows potential payments upon terminationControl.”
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
change of control for our NEOs. The termslocal facility. We take into account location, job level, time with us and
conditions of our employment, change of controltime in current role, experience and
severance agreements with all of our NEOs are discussed above under “Compensation Discussionskill set, and
Analysis – Employment, Change of Control and Severance Agreements.”Name | Potential Payment on Change of Control ($)(1) | Potential Payment on Voluntary Termination or Termination for Cause ($)(2) | Potential Payment on Involuntary Termination (Without Cause) or Termination by Executive for Good Reason ($)(3) | |
Stephen P. MacMillan | | | | |
Cash Severance | 9,104,550 | — | 5,150,000 | |
Share Awards(4) | 24,361,229 | — | — | |
Accelerated DCP(5) | 354,167 | — | — | |
Health/Welfare Benefits(6) | 49,785 | — | — | |
Total | 33,869,731 | — | 5,150,000 | |
Robert W. McMahon | | | | |
Cash Severance | 3,094,650 | — | 1,035,000 | |
Share Awards(4) | 4,642,155 | — | — | |
Accelerated DCP(5) | 203,333 | — | — | |
Health/Welfare Benefits(6) | 18,939 | — | 18,939 | |
Total | 7,959,077 | — | 1,053,939 | |
Eric B. Compton | | | | |
Cash Severance | 3,059,767 | — | 1,023,333 | |
Share Awards(4) | 4,507,608 | — | — | |
Accelerated DCP(5) | 203,333 | — | — | |
Health/Welfare Benefits(6) | 17,537 | — | 17,537 | |
Total | 7,788,245 | — | 1,040,870 | |
John M. Griffin | | | | |
Cash Severance | 2,581,367 | — | 863,333 | |
Share Awards(4) | 2,547,091 | — | — | |
Accelerated DCP(5) | 203,333 | — | — | |
Health/Welfare Benefits(6) | 16,595 | — | 16,595 | |
Total | 5,348,386 | — | 879,928 | |
Peter J. Valenti, III | | | | |
Cash Severance | 925,833 | — | 600,000 | |
Share Awards(4) | 2,646,413 | — | — | |
Accelerated DCP(5) | 167,083 | — | — | |
Health/Welfare Benefits(6) | 16,595 | — | — | |
Total | 3,755,924 | — | 600,000 | |
| (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 30, 2017 following a change of control and payable as a lump sum. |
| (2) | Benefits and payments calculated assuming the executive’s employment was terminated voluntarily or by us for cause on September 30, 2017 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 30, 2017 and payable as a lump sum. |
| (4) | Assumes a change of control price of $36.69, which was the closing market price on NASDAQ of our common stock on September 29, 2017, the last trading day for our common stock in fiscal 2017. In the event of an executive’s death or disability, the value of the accelerated stock options, RSUs and PSUs would be as shown in column (b). |
| (5) | Under the terms of our DCP (see discussion below), employer contributions to the DCP are fully vested in the event of (1) the executive’s death, disability or a change of control or (2) the executive’s retirement after the attainment of certain age and/or service milestones. |
| (6) | Includes medical and dental benefits. |
Hologic, Inc. 2018 Proxy Statement | 46 |
adjust compensation annually to match the applicable market. By doing so, we believe we maintain a high-quality, stable workforce. Non-Qualified Deferred Compensation
Name | | | | Executive Contributions in Last FY ($) | | Registrant Contributions in Last FY ($)(1) | | Aggregate Earnings in Last FY ($) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last FYE ($) | |
Stephen P. MacMillan | | | | 468,750 | | 312,500 | | 692,818 | | — | | 5,792,577 | (2) |
| | value of deferred equity | | 23,417,580 | (3) | — | | — | | — | | 21,589,056 | (4) |
Robert W. McMahon | | | | 295,471 | | 180,000 | | 185,030 | | — | | 1,298,695 | (2) |
| | value of deferred equity | | 318,492 | (3) | — | | — | | — | | 269,561 | (4) |
Eric B. Compton | | | | 383,358 | | 180,000 | | 152,717 | | — | | 1,623,387 | (2) |
| | value of deferred equity | | 318,295 | (3) | — | | — | | — | | 287,063 | (4) |
John M. Griffin | | | | 159,462 | | 180,000 | | 81,361 | | — | | 742,775 | (2) |
| | value of deferred equity | | 95,276 | (3) | — | | — | | — | | 91,798 | (4) |
Peter J. Valenti, III | | | | — | | 150,000 | | 58,494 | | — | | 473,515 | (2) |
| | value of deferred equity | | 73,397 | (3) | — | | — | | — | | 76,499 | (4) |
| (1) | These contributions, which were made pursuant to our Non-Qualified Deferred Compensation Plan, were determined and paid in November 2016 (fiscal 2017). 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 compensation for fiscal 2016 and are included in the “All Other Compensation” column of the Summary Compensation Table for that year: Messrs. MacMillan, $437,500; McMahon, $250,000, Compton, $250,000, Griffin, $250,000 and Valenti, $201,250. |
| (3) | Reflects value, as of the vesting date, of equity which vested during fiscal 2017 but as to which settlement has been deferredUnder rules adopted pursuant to the Company’s Amended and Restated Deferred Equity Plan. |
| (4) | Reflects value, as of September 30, 2017, of equity which vested during fiscal 2017 but as to which settlement has been deferred pursuant to the Company’s Amended and Restated Deferred Equity Plan. |
Non-Qualified Deferred Compensation Plan. Effective as of March 15, 2006, we adopted a Non-Qualified Deferred Compensation Plan (the “DCP”), to provide non-qualified retirement benefits to a select group of our senior management and highly compensated employees including the NEOs. The DCP was amended and restated on each of October 15, 2011, November 5, 2013 (effective as of October 15, 2013) and September 17, 2015. The DCP is a deferred compensation plan that permits our NEOs to contribute up to 75% of their annual base salary and 100% of their annual bonus to a supplemental retirement account. In addition, the Company retains the ability to make annual discretionary contributions to the DCP on behalf of participants. 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 (1) death, disability or a change of control, (2) retirement after the attainment of certain age and/or service milestones, or (3) as otherwise provided by the Compensation Committee in its sole discretion. Elective contributions made by the NEOs are 100% vested.
A separate DCP account is established for each NEO and each account is credited with earnings, if any, based on the performance of mutual funds in which the account is invested. The obligations under the DCP are our general unsecured obligations to pay money in the future. We established a rabbi trust as a source of funds which can satisfy the obligations under the DCP. An NEO has no rights to any assets held by the rabbi trust, except as general creditors. An NEO’s rights to any amounts credited to his DCP account may not be alienated, sold, transferred, assigned, pledged, attached or otherwise encumbered by the NEO, but may pass upon his death pursuant to a beneficiary designation in accordance with the terms of the DCP.
DCP benefits are paid in lump sum, or at the NEO’s election, in annual installments for a period of up to fifteen years. Distributions of DCP benefits will begin following the earlier of the NEO’s normal retirement date or a date-certain distribution date elected by the participant. In certain instances, the Internal Revenue Code of 1986, as amended, requires that distribution not be made to an NEO until six months after his separation from service. An NEO may also receive a distribution if he or she suffers an unforeseeable emergency in accordance with the Internal Revenue Code of 1986, as amended.
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. All of our NEOs have elected to participate in the DEP.
Hologic, Inc. 2018 Proxy Statement | 47 |
DIRECTOR COMPENSATION
The Board of Directors has approved a compensation structure consisting of a $70,000 cash retainer, an annual equity award with a value of $185,000, and, for some positions, a supplemental cash retainer, as described below. Our Lead Director also receives an additional annual equity grant valued at $60,000.
The Compensation Committee, in conjunction with the Board of Directors, periodically reviews compensation paid to non-employee directors and makes recommendations for adjustments, as appropriate. In December 2016, the Compensation Committee recommended, and the Board approved, a $10,000 increase in cash compensation (from $60,000 to $70,000) and a $10,000 increase in equity compensation (from $175,000 to $185,000), beginning in the second quarter of fiscal 2017. No change was made to committee retainers or to the Lead Director’s annual equity grant value.
The Company reimburses all directors for reasonable travel expenses incurred in connection with Board and committee meetings. We also extend coverage to them under our directors’ and officers’ indemnity insurance policies. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors.
Cash Retainers
Board members. In fiscal 2017, the non-employee director annual cash retainer was $60,000 during the first quarter and $70,000 during each subsequent quarter, resulting in an effective annual cash retainer of $67,500 ($15,000 of which was paid for the first quarter of fiscal 2017 and $17,500 of which was paid for each of the second, third and fourth fiscal quarters).
Committee members. Not including the Chairs, each member of the Audit and Finance Committee and the Compensation Committee receives a supplemental annual cash retainer of $10,000, one-fourth of which is paid each quarter. Not including the Chairs, each member of the Nominating and Corporate Governance Committee receives a supplemental annual cash retainer of $6,000, one-fourth of which is paid each quarter.
Committee Chairs. The Chair of each of the Audit and Finance Committee and the Compensation Committee receives a supplemental annual cash retainer of $20,000, one-fourth of which is paid each quarter. The Chair of the Nominating and Corporate Governance Committee receives a supplemental annual cash retainer of $12,000, one-fourth of which is paid each quarter.
Lead Director. The Lead Director does not receive a supplemental annual cash retainer, other than for service as a committee member or Chair. The Lead Director is compensated for his or her additional service as the Lead Director in the form of equity only.
Equity Awards
Board members. Each non-employee director receives an annual equity grant having a value of $185,000 (as determined under generally accepted accounting principles) on the date of the grant. Of this award, $92,500 consists of restricted stock units (“RSUs”) and $92,500 consists of options to purchase common stock of the Company. The RSUs and options are granted on the date of each Annual Meeting and vest on the date of the next year’s Annual Meeting; options have a term of ten years. A non-employee director who joins the Board after the date of an Annual Meeting receives a pro-rated grant based on the number of days served through the next Annual Meeting.
Lead Director. Our independent Lead Director receives, in addition to the annual board grant, an annual Lead Director grant having a value of $60,000 (as determined under generally accepted accounting principles). Of this award, $30,000 consists of RSUs and $30,000 consists of options to purchase common stock of the Company. The RSUs and options vest over a one-year period and the options have a term of ten years.
Beginning in fiscal 2016, the Compensation Committee approved awarding the annual equity grants on the date of the Annual Meeting of Stockholders following the election or re-election of directors. Each of our non-employee directors elected at our Annual Meeting in March 2017 received an annual equity grant. One of our former directors, Christopher Coughlin, forfeited this annual equity grant due to his resignation from the Board in March2017 after the 2017 Annual Meeting.
Stock Ownership Guidelines
We believe that stock ownership by our non-employee directors aligns the interests of our directors with the long-term interests of our stockholders. Accordingly, the Company has significant stock ownership guidelines in place. In June 2015, the Board of Directors strengthened these ownership guidelines by increasing them for non-employee directors from three times annual base cash retainer to five times annual base cash retainer. Each non-employee director is expected to meet this ownership guideline within five years of his or her election to the Board or June 2020, whichever is later. For purposes of meeting these guidelines, only the value of shares which are issued and outstanding, or restricted stock units which have vested but as to which settlement has been deferred, will be counted. All of our non-employee directors either currently meet our director stock ownership guidelines or are on track to meet the guidelines within five years of becoming a director. For information regarding the stock ownership guidelines applicable to our Chief Executive Officer and other executive officers, please see the Compensation Discussion and Analysis section titled “Executive Stock Ownership Guidelines.”
|
| Hologic, Inc. 2018 Proxy Statement 48
|
The following table sets forth the compensation paid to our non-employee directors for service on our Board during the fiscal year ended September 30, 2017. Compensation for Stephen P. MacMillan, our Chairman, President and Chief Executive Officer, is set forth in the Summary Compensation Table on page 41. Mr. MacMillan does not receive any additional compensation for his service as a director.
2017 DIRECTOR COMPENSATION TABLE
Name | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Total ($) |
Christopher J. Coughlin* | 40,000 | | — | (2) | | — | (2) | | 40,000 |
Sally W. Crawford | 97,500 | | 92,476 | | | 92,493 | | | 282,469 |
Charles J. Dockendorff | 26,667 | | 75,540 | | | 75,544 | | | 177,751 |
Scott T. Garrett | 83,500 | | 92,476 | | | 92,493 | | | 268,469 |
Nancy L. Leaming* | 40,000 | | — | (3) | | — | (3) | | 40,000 |
Lawrence M. Levy | 73,500 | | 92,476 | | | 92,493 | | | 258,469 |
Christiana Stamoulis | 77,500 | | 92,476 | | | 92,493 | | | 262,469 |
Elaine S. Ullian | 89,500 | | 122,490 | | | 122,496 | | | 334,486 |
Amy M. Wendell | 60,000 | | 112,258 | | | 112,293 | | | 284,551 |
*Served as a director for a portion of fiscal 2017. As of fiscal year end, this former director did not have any Stock Awards or Option Awards outstanding.
(1) | The value of Stock Awards and Option Awards represents the grant date fair value of such award. The fair value of Stock Awards, which are RSUs, is based on the closing price of our common stock on the grant date. The fair value of Option Awards, which are stock options, is determined by use of a binomial lattice model. For a detailed description of the assumptions used to calculate the grant date fair value of stock options, see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2017. |
(2) | These awards were forfeited due to the resignation of this individual from our Board in March 2017, just after grant. |
(3) | As this individual did not stand for re-election at our March 2017 Annual Meeting, she did not receive the annual equity award granted to directors in March 2017 following our Annual Meeting. |
The following table sets forth the aggregate number of Stock Awards and Option Awards (representing unexercised option awards, both exercisable and unexercisable, and unvested RSUs) held at September 30, 2017 by each person then serving as a director.
Name | Number of Units of Stock that have not Vested (#) | Number of Shares Subject to Option Awards Held (#) |
Sally W. Crawford | 2,206 | 59,966 |
Charles J. Dockendorff | 1,747 | 5,396 |
Scott T. Garrett | 2,206 | 58,607 |
Lawrence W. Levy | 2,206 | 72,740 |
Christiana Stamoulis | 2,206 | 90,933 |
Elaine S. Ullian | 2,922 | 78,598 |
Amy S. Wendell | 2,206 | 8,316 |
Hologic, Inc. 2018 Proxy Statement
| 49 |
| Proposal No. 2 | Non-Binding Advisory Vote to Approve Executive Compensation |
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 provisionsratio 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 2022, our last completed fiscal year:
the annual total compensation of the employee identified at median of our Company (other than our CEO), was $89,257;
• | the annual total compensation of our CEO was $14,335,632, as detailed in the Summary Compensation Table on page 72. |
Based on this information, for fiscal 2022, 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 161 to 1.
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 2022, and as permitted under Item 402(u) of Regulation S-K, we utilized the same “median employee” established based on the annual base salary as of September 25, 2021 and fiscal 2021 bonuses/commissions for all employees employed on September 25, 2021, which included all employees on our payroll and did not exclude any countries. During fiscal 2022, 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 2022 in accordance with the requirements of Item 402(c)(2) of Regulation S-K.