Hologic, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box;
Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule 14a-12


Hologic, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (check all boxes that apply):
No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i) and 0-11

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HOLOGIC, INC. 2023 Proxy Statement

Fiscal 2022 was another dynamic year for Hologic. As an organization, we remained steadfast in our commitment to our Purpose, Passion and Promise. We continued on our path of being purpose driven and results driven, where we continued to elevate women’s health and deliver strong financial results – all while navigating the challenges of persistent macro headwinds. These efforts set the foundation to embed ESG in our business.

The strength of our business in these uncertain times is no coincidence. We believe the decisions we made and the steps we took during the pandemic position Hologic to deliver strong top-line growth and profitability in our fiscal 2023 and beyond.

Starting with our pursuit of our Purpose, Passion and Promise, and elevating women’s health in fiscal 2022, we brought the results of the Hologic Global Women’s Health Index to the global stage at the World Economic Forum in Davos, Switzerland. A remarkable opportunity where we connected with world leaders and change-makers to influence the improvement of the health and wellbeing of women around the world. We also continued progress with our Project Health Equality and Global Access Initiative – both programs aimed at increasing awareness and access to high quality diagnostic testing and screening to underserved communities and regions.

Taking a step further in 2022, we partnered with Mary J. Blige, a fellow champion for women’s health, in our first ever Super Bowl commercial. In the commercial, we urged women to prioritize their health and to prioritize their well woman’s visit. We did so at a time when COVID-19 was declining from the highest and steepest COVID-19 surge to date. It was the right time, and Hologic and Mary J. were the right voices to reach out to women and encourage women to return to their physicians’ offices after months of cancelling routine check-ups and screenings due to COVID-19.

And finally we partnered with the Women’s Tennis Association (WTA), an organization with global reach, to achieve significant progress through a shared vision of greater wellness and equality for women.
Together, the WTA and Hologic rally around our collective mission to champion women, while modernizing our respective industries of healthcare and sports. We are off to an incredible start and look forward to further the opportunities for our organizations to continue to positively influence change.

Through our commitment to purpose, we elevated women’s health and elevated the Hologic brand. In doing so, we enabled Hologic to drive excellent results. In fiscal 2022, we significantly exceeded our goals, driven by the strength of our base Diagnostics and GYN Surgical businesses, as well as continuing to capture COVID-19 testing demand.

In Diagnostics, constant currency revenue growth of over 10%, excluding the impact of COVID-19, was powered by our Molecular Diagnostics business. Within Molecular, the strong performance was broad based and fueled by a combination of legacy and newer assays in our broad and growing portfolio. Our Panther instrumentation continues to deliver incredible benefits for our customers through assay consolidation, scalability, and automation. With 19 assays and a vastly expanded installed base of approximately 3,250 instruments, we are eager to capitalize on the opportunity in front of us.

In GYN Surgical, we continue to deliver on a strategy to expand the business and add new growth drivers. We are excited about the outlook for our laparoscopic portfolio of Acessa and Bolder, as well as strong performance from MyoSure and the complementary Fluent Fluid Management System. While the business was challenged by high COVID-19 prevalence in our fiscal second quarter of 2022, we achieved strong organic constant currency growth exiting the year at nearly 9% in our fiscal fourth quarter.

In Breast Health, we are proud of the resilience of our teams. While we experienced a significant headwind to revenue and profitability due to constrained supply of semi-conductor chips in 2022, we believe that the worst of this supply chain challenge is in
the rearview mirror, and we expect a recovery of the business throughout fiscal 2023. The Breast Health business is fundamentally more diverse with more recurring revenue than ever before with substantial service and disposables revenue.

Beyond our core business performance, our balance sheet and low leverage continue to be pillars of strength. With over $2.3 billion of cash and cash equivalents, a net leverage ratio of 0.2x, and excellent cash flow generation, we have valuable flexibility in a period of macro instability.

As we look ahead to 2023 and beyond, we expect our strong financial performance to continue to enable us to lean into our purpose-based initiatives and continue our positive impact by delivering products and services that advance the state of women’s health globally.

To conclude, I would like to acknowledge our nearly 7,000 employees worldwide who truly make these results possible. In 2022, Hologic was named to the annual lists of Top Workplaces by both The Boston Globe and The San Diego Union-Tribune, ranking fifth on the list for largest companies in Massachusetts and fourth for large companies in San Diego County. Our sites in Marlborough, Massachusetts and San Diego, California represent two of our three largest employee campuses. This recognition speaks to the incredible employees and culture we have at Hologic – a culture that is the foundation of our engagement and commitment to our purpose.

I would also like to thank our Board of Directors (“Board”) and stockholders for your confidence and support throughout another a great year. I am more excited than ever about Hologic’s future.

Sincerely,

Stephen P. MacMillan
Chairman, President and
Chief Executive Officer

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HOLOGIC, INC. 2023 Proxy Statement
Notice of Annual
Meeting of Stockholders


Thursday, March 9, 2023
8:00 a.m. Eastern Time


250 Campus Drive
Marlborough, Massachusetts
01752



To Our Stockholders:
The Annual Meeting of Stockholders of Hologic, Inc., a Delaware corporation (“Hologic” or the “Company”), will be held on March 9, 2023 at 8:00 a.m., Eastern Time, at the offices of the Company, 250 Campus Drive, Marlborough, Massachusetts 01752 for the following purposes:
1.
To consider and act upon the election of the nine (9) nominees identified in the accompanying proxy statement to serve as directors for the ensuing year (Proposal No. 1);
2.
To conduct an advisory vote to approve our executive compensation (Proposal No. 2);
3.
To conduct an advisory vote on the frequency of future advisory votes to approve our executive compensation (Proposal No. 3);
4.
To approve the Hologic, Inc. Amended and Restated 2008 Equity Incentive Plan (Proposal No. 4);
5.
To approve the Hologic, Inc. Amended and Restated 2012 Employee Stock Purchase Plan (“ESPP”) (Proposal No. 5);
6.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2023 (Proposal No. 6); and
7.
To transact such other business as may properly come before the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the proxy statement accompanying this Notice.
Our Board of Directors has fixed the close of business on January 11, 2023 as the record date. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the meeting. Stockholders who plan to attend the meeting must present valid photo identification. Stockholders of record will be verified against an official list available at the registration area. If your shares are held in the name of a bank, broker or other holder of record (an intermediary), please also bring to the Annual Meeting your bank or brokerage statement evidencing your beneficial ownership of Hologic stock to gain admission to the meeting; if you wish to vote these shares in person at the meeting, you must obtain a legal proxy from the holder of record of your shares and present it at the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date.
We are pleased to continue utilizing the Securities and Exchange Commission (SEC) rules that allow issuers to furnish proxy materials to their stockholders via the internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about January 19, 2023, we will mail to our stockholders of record as of January 11, 2023 (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice of Meeting and Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement and our Annual Report on Form 10-K.
Our Board of Directors appreciates and encourages stockholder participation in the Company’s affairs. Whether or not you plan to attend the meeting, it is important that your shares be represented.
January 19, 2023
By order of the Board of Directors,

Mark W. Irving
Vice President and Corporate Secretary

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HOLOGIC, INC. 2023 Proxy Statement
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Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and the Company’s most recent Annual Report on Form 10-K before casting your vote. References to “Hologic,” the “Company,” “we,” “us” or “our” refer to Hologic, Inc. and its subsidiaries.
2023 Annual Meeting of Stockholders
MEETING AGENDA AND VOTING RECOMMENDATIONS
Proposal
Board
Recommendation
Page
Election of Nine Directors
FOR
Say-on-Pay: Advisory Vote to Approve Executive Compensation
FOR
Say-on-Frequency: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation
ONE YEAR
Approval of the Hologic, Inc. Amended and Restated 2008 Equity Incentive Plan
FOR
Approval of the Hologic, Inc. Amended and Restated 2012 Employee Stock Purchase Plan
FOR
Ratification of the Appointment of Ernst & Young LLP for fiscal 2023
FOR
Attendance:
All stockholders who were stockholders of record and beneficial owners as of January 11, 2023 may attend the Annual Meeting. Stockholders who plan to attend the meeting must present a valid government-issued picture identification such as a driver’s license or passport. Stockholders of record will be verified against an official list available at the registration area. If your shares are held in the name of a bank, broker or other holder of record (an intermediary), please also bring your bank or brokerage statement evidencing your beneficial ownership of Hologic stock to gain admission. As the beneficial owner, you have the right to direct your intermediary on how to vote and are also invited to attend the meeting; however, since you are not the stockholder of record, you may not vote these shares in person at the meeting, unless you obtain a legal proxy from the holder of record of your shares and present it at the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date.
Electronic Stockholder Document Delivery
We are pleased to offer our stockholders the benefits and convenience of electronic delivery of our proxy statements, annual reports and other stockholder materials. By electing to receive and access future documents electronically, you help
Hologic to progress on its sustainability initiatives, reduce costs and benefit the environment by consuming fewer natural resources and creating less paper waste. We encourage stockholders to elect to receive an email that will provide electronic links to our proxy materials as well as to the proxy voting site. For further information on how to sign up for electronic delivery, please see page 104 of this proxy statement.

YOUR VOTE IS IMPORTANT
Stockholders as of January 11, 2023, the record date, are entitled to vote. Each share of common stock is entitled to one vote for each of the proposals presented at the meeting.
 
 
 
 

Vote By Internet
Go to www.proxyvote.com and enter the 12-digit control number provided on your proxy card or voting instruction form.
 
 
 
 

Vote By Telephone
Call 800-690-6903 or the number on your proxy card or voting instruction form. You will need the 12-digit control number provided on your proxy card or voting instruction form.
 
 
 
 

Vote By Mail
Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.
 
 
 
 

Vote In Person
See the instructions regarding attendance at the Annual Meeting.
 
 
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  PROXY STATEMENT SUMMARY 2023 Proxy Statement
Performance Highlights
15%
Worldwide Organic Molecular Diagnostics Revenue Growth ex. COVID-19
Approximately 15% growth in constant currency driven by a combination of legacy and newer assays.
87%
Worldwide Panther Installed Base
More than 87% growth in our global Panther installed base since the end of fiscal 2019.
$2.34b
Cash and Cash Equivalents
Our cash balance provides tremendous flexibility in an uncertain macro environment.
0.2x
Net Debt
Leverage under 1x provides firepower for internal investment, tuck-in M&A, and share repurchases.
$542m
Share Repurchases
Effectively deploying capital in fiscal 2022 and a new $1 billion five-year authorization for the future.
Hologic, Inc. is an innovative medical technology company primarily focused on improving women’s health through early detection and treatment. The Company operates in the following markets: Diagnostics, Breast and Skeletal Health, and GYN Surgical.
Our market-leading products include our molecular diagnostic assays for SARS-CoV-2, our Panther and Panther Fusion fully automated molecular testing instruments, our ThinPrep Pap test, our Aptima infectious disease assays, our Genius 3D Mammography technology, our NovaSure device for endometrial ablation, and our MyoSure system for intrauterine tissue removal.
Fiscal year 2022 was another strong year for Hologic. We delivered total revenue of $4.86 billion, GAAP EPS of $5.13, and non-GAAP EPS of $6.02. Our strength was driven by our base Diagnostics and GYN Surgical businesses, as well as continuing SARS-CoV-2 revenue. While our Breast Health business was adversely impacted by supply chain shortages throughout the year, we expect a strong recovery in our fiscal 2023.
Further, we continue to guide to 5% to 7% base business organic revenue growth in constant currency (excluding revenue from COVID-19 assays and related products such as collection kits) through 2025. For fiscal 2023 specifically, we guided that each of our base businesses will grow low double-digits organically for the year in constant currency. This fiscal 2023 guidance reflects exceptional confidence in our core businesses.
Above all, as we did in fiscal 2022, we will continue our commitment to our Purpose, Passion and Promise. We are purpose driven and results driven, and are focused on elevating women’s health and delivering solid financial results. At Hologic, it is not a choice of one or the other, it is both – where our commitment to our purpose unlocks exceptional financial results.
Operational highlights from fiscal 2022 include:
 In our Diagnostics division, we expanded our installed base in fiscal 2022 by over 350 instruments. We now have approximately 3,250 Panthers installed around the world. In addition, our core Molecular franchise grew approximately 15% in fiscal 2022 highlighting strong assay adoption for not only our legacy menu of sexually transmitted infections, but also new assays such as our vaginitis panel.
 In our Breast Health division, the business is now more balanced than ever, operating across the entire continuum of breast health care, and is well-positioned to succeed in fiscal 2023 and beyond as supply chain pressures ease. In fiscal 2022, 45% of the Division’s revenue came from service and 25% from our Interventional segment (including breast conserving surgery revenue), highlighting a business with more recurring and disposables revenue than in the past.
 Our GYN Surgical division continues to execute on a strategy to broaden the division from a two-product hysteroscopy business to a more diverse and focused OB/GYN provider. We are excited about the future of our laparoscopic portfolio of Acessa and Bolder, as well as continued strong contributions from our core MyoSure business and the related Fluent Fluid Management System.
 Finally, we are thrilled to continue to invest in social initiatives made possible by our strong financial performance. Of note, first, we released the second annual findings of our Hologic Global Women’s Health Index, a breakthrough survey measuring the experiences of women and girls across 122 countries and territories, accounting for 94% of the female global population aged 15 and older. Second, we continue to expand our Global Access Initiative, bringing high quality molecular diagnostic testing at affordable pricing to underserved communities. And third, we will continue to invest in Project Health Equality to champion underserved women through greater awareness of the importance of preventative care, world-class clinical resources, access to care at strategic locations and culturally informed research.
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Financial highlights from fiscal 2022
Poised for long-term 5% to 7% organic growth, with low double- digit constant currency organic revenue growth excluding COVID-19 for fiscal 2023, our core business is more diverse, with more growth drivers, than ever before.
 We significantly increased our installed base of Panther instruments to approximately 3,250 globally.
 We drove top-line growth through the continued successful integration of multiple businesses acquired over the last several years, each diversifying our core business.
 We expect to continue to use our strong operating cash flows to accelerate growth by executing strategic acquisitions, reinvesting in our business, and completing share repurchases.
 We are committed to using our strong revenue growth and profits to fund key social initiatives that, in turn, will help us promote effective health policy and increase access to our products, ultimately benefiting more women.
 
 
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  PROXY STATEMENT SUMMARY 2023 Proxy Statement
Corporate Governance Highlights
BOARD COMPOSITION AND DIRECTOR NOMINEES
Nominee and Principal Occupation
Age
Director Since
Current Committee Membership

Stephen P. MacMillan (Non-Independent)
Chairman, President and
Chief Executive Officer
Hologic, Inc.
59
2013
 N/A

Sally W. Crawford (Independent)
Former Chief Operating Officer
Healthsource, Inc.
69
2007
 Lead Independent Director
 Compensation
 Nominating and Corporate
Governance (CHAIR)

Charles J. Dockendorff (Independent)
Former Chief Financial Officer
and Executive Vice President
Covidien plc
68
2017
 Audit and Finance (CHAIR)

Scott T. Garrett (Independent)
Senior Operating Partner
Water Street Healthcare Partners
72
2013
 Compensation (CHAIR)
 Nominating and Corporate Governance

Ludwig N. Hantson (Independent)
Former Chief Executive Officer
Alexion Pharmaceuticals, Inc.
60
2018
 Compensation
 Nominating and Corporate Governance

Namal Nawana (Independent)
Executive Chairman
Sapphiros
52
2018
 Compensation
 Nominating and Corporate Governance

Christiana Stamoulis (Independent)
Executive Vice President and
Chief Financial Officer
Incyte Corporation
52
2011
 Audit and Finance

Stacey D. Stewart (Independent)
Former President and CEO
March of Dimes Inc.
58
2023
 Audit and Finance

Amy M. Wendell (Independent)
Former Senior Vice President,
Strategy & BD&L
Covidien plc
62
2016
 Audit and Finance
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Board Composition and Experience

 
 
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  PROXY STATEMENT SUMMARY 2023 Proxy Statement
PERCENT OF WOMEN ON HOLOGIC BOARD
For each of the past 12 years, women have comprised over 30% of our board.

WE BELIEVE IN GOOD CORPORATE GOVERNANCE
Hologic is committed to good corporate governance, which we believe helps us to sustain our success and build long-term stockholder value. We are committed to sound governance practices that provide our stockholders with meaningful rights and foster strong independent leadership in our boardroom.
Board Practices
Stockholder Matters
 Annual election of directors

 Eight of our nine director nominees are independent

 All committees consist solely of independent directors

 Regular executive sessions of independent directors

 Lead Independent Director

 44% of our board nominees are women, including
our Lead Independent Director and Chair of our
Nominating and Corporate Governance Committee

 Board Committee oversight of environmental, social and governance (ESG) matters and reporting
 Proxy access

 Active stockholder engagement

 Stockholders permitted to act by written consent

 Stockholder right to request a special meeting

 Annual say-on-pay advisory vote

 No shareholder rights plan (poison pill)

 Majority vote standard in uncontested elections
of directors

Other Governance Practices
 No hedging or pledging of our securities permitted by executive officers or directors
 Robust executive and director stock ownership guidelines
 Majority of shares may remove directors with or without cause
RISK MANAGEMENT PROCESS
Risk oversight is handled by the full Board as well as at the individual committee level, with the Board focusing on the evolving business and risk landscape. The Company’s risk management process focuses on a comprehensive but targeted annual enterprise risk management assessment which is presented to the Board as well as periodic reports on evolving risks and mitigating actions, as warranted. Additionally, the executive leadership team’s individual performance objectives are aligned with the top risks identified in the annual enterprise risk management process. See also Oversight Responsibilities on page 14 of this proxy statement for further information.
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STOCKHOLDER OUTREACH
Hologic values the views of its stockholders, which is why we regularly and proactively engage with our largest stockholders throughout the year. During fiscal 2022, management met or offered to meet with stockholders representing approximately 55% of our outstanding shares to discuss our business strategy, our approach to executive compensation as well as ESG progress. Stockholder feedback and perspectives are shared with the Board. See also Stockholder Engagement on page 15 of this proxy statement.
SUSTAINABILITY
As a public company, we understand that creating value for our stockholders is one of our fundamental obligations, but we believe how we create that value is important. By focusing on our unique Purpose, Passion and Promise, we strive to generate long-term, profitable growth that benefits not just our stockholders, but also our customers and patients around the globe. These principles inspired our team’s incredible efforts since the pandemic began and put us in a position to seize the opportunities COVID-19 presented as well as mitigate the risks. While we certainly did not predict the COVID-19 pandemic, we did put in place people, processes and capabilities that enabled us to adapt quickly, make a massive contribution to human health, drive value for customers, employees and stockholders and strengthen our base businesses.
Executive Compensation Highlights
EXECUTIVE COMPENSATION BEST PRACTICES
What We Do
What We Don’t Do
 Double-trigger for accelerated equity vesting upon a change of control

 Golden parachute policy

 Compensation recoupment (clawback) policy

 Meaningful stock ownership guidelines for our CEO, non-employee directors and executive officers

 Robust annual review of compensation program elements, each NEO’s role and responsibilities, performance metrics, practices of companies in our peer group and survey data

 Independent compensation consultant

 Compensation Committee of all independent, non-employee directors

 Annual risk assessments
 No tax gross-ups on severance or change of control payments

 No hedging/pledging of Hologic stock

 No option repricing without stockholder approval

 No excessive perquisites for executives

 No excessive risk-taking in our compensation programs
The Compensation Committee has responsibility for oversight of the Company’s executive compensation framework, and within that framework, works with management to align pay with performance.
 
 
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  PROXY STATEMENT SUMMARY 2023 Proxy Statement
2022 Executive Compensation Framework
Fixed Variable
Short Term
Component
% of Total Target(1)
Rationale
Key Characteristics
Base Salary

 Attract and retain talent with a competitive level of pay that reflects executive’s experience, role and responsibilities
 Cash Award
Short-Term Incentive Plan (STIP) Award

 Incentivize and reward for corporate and individual performance

 Drive achievement of
specific goals
 Cash Award based primarily on two metrics:

 Adjusted Revenue

 Adjusted EPS
LONG TERM
Restricted Stock Units

 Encourage long-term focus

 Incentivize and reward for performance

 Align interests of executives with stockholders

 Attract and retain talent
 Equity Award

 Annual vesting over three years
Stock Options

 Encourage long-term focus

 Incentivize and reward for performance

 Align interests of executives with stockholders

 Attract and retain talent
 Equity Award

 Annual vesting over four years
Performance Stock Units

 Encourage long-term focus

 Incentivize and reward for performance

 Align interests of executives with stockholders

 Attract and retain talent

 Drive achievement of specific goals
 Equity Award

 Cliff vest after three years, based on performance

 ROIC

 Relative TSR

 Adjusted Free Cash Flow
Deferred Compensation Program (DCP) Contributions

 Incentivize and reward for performance

 Attract and retain talent
 Cash Award

 Annual vesting over three years
(1)
Based on the average of the target direct annual compensation elements for all the named executives in 2022.
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The charts above, which reflect target total direct compensation, exclude the value of other benefits and perquisites.
CEO Pay-for-Performance Alignment
LONG-TERM FOCUS
The Company continues to invest significantly in its people, infrastructure and products. The power of our focused, and motivated teams is palpable, which has driven growth in revenue and profits over the past nine years. Under Mr. MacMillan’s leadership, revenue, on average, has increased by 9% annually over that time period.
Under the stewardship of our management team, with significant contributions by our commercial teams, we have accomplished the following:
2013
2022
 $4.0 billion net debt

 Declining organic sales and earnings

 No meaningful product pipeline
Net Debt Decreased to $0.5 Billion

 Strong cash flow generation

 Disciplined approach to strengthening the balance sheet
More Growth Drivers in Each of our Base Businesses

 More global, with more diverse and recurring revenue

 Focused on long-term organic revenue growth of 5% to 7% through 2025, excluding COVID-19, for each business

 Expanded our Panther instrument installed base from just over 1,700 at the end of fiscal 2019 to approximately 3,250 at the end of fiscal 2022
Investing in Meaningful Social Initiatives to Improve Women’s Health

 Hologic Global Women’s Health Index, a breakthrough survey, conducted annually in partnership with Gallup, measuring the experiences of women and girls across 122 countries and territories, accounting for 94% of the female global population aged 15 and older

 Project Health Equality, an initiative to champion underserved women through greater awareness about the importance of preventive care, world-class clinical resources, access to care at strategic locations and culturally informed research
 
AS A RESULT SHARE PRICE HAS INCREASED BY 182% SINCE 2013
 
 
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Note About Forward-Looking Statements and Website References
This proxy contains forward-looking information that involves risks and uncertainties, including statements about the Company’s plans, objectives, expectations and intentions. Such statements include, without limitation: financial or other information included herein based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; the Company’s strategies, positioning, resources, capabilities, and expectations for future performance including with regard to sustainability and human capital matters; and the Company’s business and financial outlook. These forward-looking statements are based upon current expectations and assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.
These risks and uncertainties include, without limitation: the ongoing and possible future effects of global challenges, including macroeconomic uncertainties, the war in Ukraine, other economic disruptions and U.S. and global recession concerns, on the Company’s customers and suppliers and on the Company’s business, financial condition, results of operations and cash flows and the Company’s ability to draw down its revolver; the effect of the worldwide political and social uncertainty and divisions, including the impact on trade regulation and tariffs, that may adversely impact the cost and sale of the Company’s products in certain countries, or increase the costs the Company may incur to purchase materials, parts and equipment from its suppliers; the ongoing and possible future effects of supply chain constraints, including the availability of critical raw materials and components, including semiconductor chips, as well as cost inflation in materials, packaging and transportation; the possibility of interruptions or delays at the Company’s manufacturing facilities, or the failure to secure alternative suppliers if any of the Company’s sole source third-party manufacturers fail to supply the Company; the development of new competitive technologies and products and competition; the Company’s ability to predict accurately the demand for its products, and products under development and to develop strategies to address markets successfully; continued demand for the Company’s COVID-19 assays; the timing, scope and effect of further U.S. and international governmental, regulatory, fiscal, monetary and public health responses to the COVID-19 pandemic and any future public health crises; potential cybersecurity threats and targeted computer crime; the ability to execute acquisitions and the impact and anticipated benefits of completed acquisitions and acquisitions the Company may complete in the future; the ability to consolidate certain of the Company’s manufacturing and other operations on a timely basis and within budget, without disrupting its business and to achieve anticipated cost synergies related to such actions; the ability of the Company to successfully manage leadership and organizational changes, including the ability of the Company to attract, motivate and retain key employees and maintain engagement and efficiency in remote work environments; the ability to obtain regulatory approvals and clearances for the Company’s products, including the implementation of the European Union Medical Device Regulations, and to maintain compliance with complex and evolving regulations; the Company’s reliance on third-party reimbursement policies to support the sales and market acceptance of its products, including the possible adverse impact of government regulation and changes in the availability and amount of reimbursement and uncertainties for new products or product enhancements; changes to applicable laws and regulations, including tax laws, global health care reform, and import/export trade laws; changes in guidelines, recommendations and studies published by various organizations that could affect the use of the Company’s products; uncertainties inherent in the development of new products and the enhancement of existing products, including FDA approval and/or clearance and other regulatory risks, technical risks, cost overruns and delays; the risk that products may contain undetected errors or defects or otherwise not perform as anticipated; risks associated with strategic alliances and the ability of the Company to realize anticipated benefits of those alliances; the risks of conducting business internationally; the risk of adverse exchange rate fluctuations on the Company’s international activities and businesses; the early stage of market development for certain of the Company’s products; the Company’s leverage risks, including the Company’s obligation to meet payment obligations and financial covenants associated with its debt; risks related to the use and protection of intellectual property; expenses, uncertainties and potential liabilities relating to litigation, including, without limitation, commercial, intellectual property, employment and product liability litigation; and technical innovations that could render products marketed or under development by the Company obsolete.
The risks included above are not exhaustive. Other factors that could adversely affect the Company’s business and prospects are described in the filings made by the Company with the SEC. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.
Website references and hyperlinks throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated into, nor does it form a part of, this proxy statement.
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HOLOGIC, INC. 2023 Proxy Statement
Governance of the Company
We take a comprehensive, year-round view of corporate governance and our adoption of good governance practices enhances our accountability to stockholders. Hologic’s governance responsibilities are built on a foundation of interactive dialogue with stockholders, written principles and continuous improvement, which we believe will help us sustain our success, build trust in the Company and continue to create long-term stockholder value. To that end, the Company has in place Corporate Governance Guidelines, which are reviewed annually and are designed to assist the Company and the Board in implementing effective corporate governance practices. The Board has also adopted a Code of Conduct that applies to all of our employees, officers and directors and a Code of Ethics that applies specifically to senior financial officers (included as Appendix A to our Code of Conduct) setting the tone from the top. We review our Code of Conduct annually and make revisions as needed. The Company maintains a comprehensive compliance program, which is overseen by the Audit and Finance Committee, and a library of compliance policies which provide more detailed guidance to employees on a variety of topics, such as anti-bribery and anti-corruption laws, anti-discrimination and anti-harassment laws, privacy laws and many others. Hologic is a proud supporter of the ideals and values articulated by AdvaMed and is a signatory to the AdvaMed Code of Conduct. The Company also maintains a compliance hotline whereby compliance questions and concerns may be voiced via email or phone by employees and third parties alike, with an option to remain anonymous.
We also have written charters for each of the Board of Directors’ standing committees, which are reviewed annually. Information about Hologic’s corporate governance practices and copies of the Corporate Governance Guidelines, committee charters and Code of Conduct are available at investors.hologic.com. Hologic posts additional information on our website from time to time as the Board makes changes to our corporate governance practices.
Our Board believes that good governance requires not only an effective set of specific practices, but also a culture of responsibility and accountability throughout the organization. Governance at Hologic is intended to achieve both. Good governance ultimately depends on the quality of an organization’s leadership, and our Board is committed to recruiting and retaining directors and officers with proven leadership ability and personal integrity.
The Board has implemented corporate governance practices that it believes are both in the best interests of Hologic and our stockholders, as well as compliant with the rules and regulations of the SEC and the listing standards of Nasdaq. The Board reviews these practices on an ongoing basis.
Board Refreshment and Recruitment
Our Board has an ongoing commitment to Board refreshment and to having highly qualified, independent voices in the boardroom. The Board believes the fresh perspectives brought by new directors are critical to a forward-thinking and strategic Board when appropriately balanced with the insight and deeper understanding of our business provided by longer-serving directors. The Board believes that its members, collectively, should possess diverse and complementary skills and experience in order to oversee our business and evaluate management strategy effectively. Through purposeful refreshment, five new independent directors have been elected to our Board since December 2016.
Recognizing that the selection of qualified directors is complex and crucial to the long-term success of the Company, the Nominating and Corporate Governance Committee seeks to identify candidates who are prominent in their fields or otherwise possess exemplary qualities that will enable them to effectively function as directors. While the Committee does not believe it is appropriate to establish any specific minimum qualifications for directors, it focuses on character, reputation, and personal integrity, as well as candidates who reflect diverse backgrounds, including diversity of race, gender, ethnicity, culture and geography. The Board’s recruitment process reflects a deliberate search for both specific skills and experiences, as needed. This practice keeps our Board energized with valuable expertise and additional perspectives. Ms. Stewart joined our Board as an independent director effective January 2, 2023. We believe she further strengthens our Board’s mix of diverse perspectives and brings operational experience leading large purpose-driven organizations, a background in finance and valuable knowledge and viewpoints on healthcare, policy, and health equity.
Currently, approximately 56% percent of our directors have been on our Board for seven years or less.
 
 
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Director Recruitment Process
Candidate
Recommendations

Nominating and
Corporate
Governance
Committee

Board of Directors

Stockholders
From search firms, directors, management and stockholders
Considers current and future needs of the Board

Screens qualifications and considers diversity

Reviews independence and potential conflicts

Recommends nominee to the Board
Evaluates candidates, analyzes independence and selects nominee
Vote on nominees at Annual Meeting
Board Assessment
Each year, the Nominating and Corporate Governance Committee, together with the Lead Independent Director, oversees an annual evaluation process. Our Lead Independent Director also serves as Chair of the Nominating and Corporate Governance Committee. As such, she oversees the annual Board evaluation process. The evaluations help inform the Committee’s discussions regarding Board succession planning and refreshment and complement the Committee’s evaluation of the size and composition of the Board. The Board also recognizes that a robust and constructive evaluation process is an important part of good corporate governance and board effectiveness. Our Board is committed to an annual evaluation process and recognizes this process promotes continuous improvement. The annual self-assessment evaluates the performance of the Board and its committees in accordance with a procedure established by the Nominating and Corporate Governance Committee. In 2022, the full Board and each Board committee completed anonymous written questionnaires that requested subjective comment in key areas and solicited input for areas of development. The results were compiled and discussed by the Board and each committee, as applicable, and changes in practices or procedures were considered, as necessary. The evaluation results were reviewed in detail by the Chairman and the Lead Independent Director, who led a discussion with the full Board highlighting both areas of strength and areas of opportunity.
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Board Leadership Structure Overview
The Board recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure to best serve the interests of our stockholders. Given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary as circumstances warrant. The Company’s Corporate Governance Guidelines provide the Board the flexibility to determine whether to have a combined or separate Chairman of the Board and Chief Executive Officer. In its annual review, the Board has affirmed combining the roles because it provides unified leadership and accountability in quickly and seamlessly identifying and carrying out the strategic priorities of the Company and designating a Lead Independent Director. With its Lead Independent Director, this governance structure also provides a form of leadership that allows the Board to function independently from management and exercise objective judgment regarding management’s performance and enables the Board to fulfill its duties effectively and efficiently. Hologic’s Corporate Governance Guidelines establish clearly defined roles and responsibilities designed to ensure that the Lead Independent Director retains a strong and independent voice in leading the Board. For more detail on the roles and responsibilities of both the Chairman and Lead Independent Director, see Board Leadership Structure on page 28 of this proxy statement.

 
 
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HOLOGIC, INC. 2023 Proxy Statement
Our Board’s Role and Responsibilities
Overview
The Board, on behalf of the Company and its stockholders, oversees the management of the Company. While the Company’s senior officers, under the direction of the Chief Executive Officer, are responsible for the day-to-day operations of the Company, the Board oversees the strategic, financial and management policies of the Company, and preparation of financial statements and other reports that accurately reflect requisite information about the Company. Taking an active role in the Company’s strategic direction, the Board regularly educates itself on the Company’s products, markets, customers, competition and culture. The Board assesses risk, evaluates management’s performance, plans for successors and provides overall guidance and direction to the Company.
Oversight Responsibilities
Strategy
One of the Board’s key responsibilities is overseeing the Company’s corporate strategy. The Board has deep expertise in strategy development and insight into the most important issues facing the Company. Using its knowledge, expertise and diverse composition, the Board regularly discusses the key priorities of our Company and its businesses, taking into consideration global economic, socioeconomic and regulatory trends, stakeholder interests and developments in healthcare.
The Board continued its annual review of the Company’s long-term strategic plans over a five-year horizon and focused on positioning the business to emerge even stronger and poised for growth as the COVID-19 pandemic wanes.
Throughout the year and at Board meetings, the Board receives information and updates from management and actively engages with senior leaders with respect to the Company’s short- and long-term strategy, including the strategic plans for our businesses, research and development, and the competitive environment.
The Company’s independent Directors hold regularly scheduled executive sessions, without management present, to discuss strategy.
The Board discusses and reviews feedback on strategy from our stockholders and other stakeholders.
Corporate strategy discussions are enhanced with periodic engagements held outside the boardroom, such as visits to our business locations and research and development facilities. These visits provide the directors with an opportunity to observe the execution and impact of the Company’s strategy and to engage with senior leaders and employees to deepen their understanding of our businesses, competitive environments and culture.
Risk
The Board has oversight of the risk management process, which includes overseeing our process for identifying, assessing and mitigating significant financial, operational, strategic, cybersecurity and other risks that may affect the Company. A fundamental part of risk oversight is understanding the risks that we face, the steps management is taking to manage those risks, and assessing our appetite for risk. The risk assessment process also considers whether risks are short-, medium-, or long-term, such that the management of significant risks can be prioritized, in part, based on the timeframe of such risks. Risk management systems, including our internal auditing procedures, internal control over financial reporting and corporate compliance programs, are designed in part to inform management about our material risks. Our Board receives regular reports from management on matters relating to strategic and operational initiatives, financial performance and legal developments, including the related enterprise-risk exposures. The involvement of the Board in the oversight of our strategic planning process is a key part of its assessment of the risks inherent in our corporate strategy.
Each year, the Board also reviews an enterprise risk management report (ERM report) compiled by business leaders who have assessed risk throughout the business over a three-year horizon, focusing on financial risk, legal/compliance risk and operational/strategic risk. The ERM report details the Company’s top ten risks as well as mitigating actions and plans relating to those risks. The ERM report includes a rolling three-year evaluation period reflecting mitigation activity progress and risk rating changes and is presented to and discussed with the Board each year. Underscoring the Board’s and management’s focus on enterprise risk are the individual performance objectives of the executive leadership team for fiscal 2022, which are aligned with the Company’s top enterprise risks, as identified in the ERM report.
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While the Board has overall responsibility for risk oversight, each of the three standing committees of the Board regularly assesses risk in connection with executing their responsibilities. In performing this function, each committee meets in executive session with key management personnel and representatives of outside advisors as needed and has full access to management, as well as the ability to engage advisors. The Board believes its leadership structure described in the “Board Leadership Structure” section of this proxy statement enables the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Independent Director and working through each of the three standing committees, to proactively participate in the oversight of management’s actions. The committees also provide reports to the full Board on these and other areas for review.
The Audit and Finance Committee focuses on cybersecurity risk as well as financial risk, including internal controls. The Committee receives regular reports on cybersecurity as well as an annual risk assessment report from the Company’s internal auditors.
The Compensation Committee oversees risk relating to compensation. At the direction of the Committee, its independent compensation consultant conducts a risk assessment of our executive compensation programs, and members of our internal legal, human resources and sales operations departments evaluate our other compensation programs to assess risk. These results are presented to the Compensation Committee annually. The Compensation Committee and its independent compensation consultant reviewed and discussed these assessments for fiscal 2022, and the Compensation Committee concurred with the assessment that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our business.
The Nominating and Corporate Governance Committee oversees our governance processes and attendant risks, as well as our sustainability efforts and reporting on ESG.
Succession Planning
Succession planning starts with Mr. MacMillan, his team and the Compensation and Nominating and Corporate Governance Committees but is continued with the full Board. The Board devotes significant time on its agenda to reviewing and discussing the succession plans for the CEO and each of his direct reports as part of building a diverse and inclusive workforce. In recent years, the Board and Mr. MacMillan have intensified their focus on succession planning. Mr. MacMillan provides a talent update at every Board and Compensation Committee meeting and the Board reviews in-depth succession plans at least annually, considering long-term, medium-term and short-term options. The Board also has exposure to succession candidates through their periodic participation in Board meetings and/or engagement outside of Board meetings.
Stockholder Engagement
While the Board, through the Nominating and Corporate Governance Committee, oversees stockholder matters and participates in meetings with stockholders, as appropriate, management has the principal responsibility for stockholder communications and engagement. As discussed below, management provides written and oral updates to the Board concerning stockholder feedback.
During fiscal 2022, we continued the year-round approach to stockholder engagement we implemented in 2015. Just before our Annual Meeting we reached out to our largest stockholders along with a number of our smaller stockholders. In addition to discussions just before our Annual Meeting, we initiated discussions during a quieter period several months later, reaching out to a number of our largest stockholders, representing approximately 55% of our outstanding shares. Directors participate in these discussions as requested and are updated on any feedback.
In addition to input on current governance and executive compensation topics and sustainability initiatives specific to Hologic, we invite discussion on any other topics or trends stockholders may wish to share with us. We believe that positive, two-way dialogue builds informed relationships that promote transparency and accountability. Management provides written and oral updates on the discussions with stockholders to our Lead Independent Director, Chairman, the Compensation Committee and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee in turn allocates specific issues to relevant Board committees for further consideration. Each Board committee reviews relevant feedback and determines if additional discussion and actions are necessary by the respective committee or the full Board. The Board considers stockholder perspectives, as well as the interests of all stakeholders, when overseeing company strategy, formulating governance practices and designing compensation programs.
YEAR-ROUND STOCKHOLDER ENGAGEMENT
 
 
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HOLOGIC, INC. 2023 Proxy Statement
Targeted Outreach
As discussed above, our Board of Directors and management are committed to regular engagement with our stockholders and soliciting their views and input on important performance, executive compensation, environmental, social and other governance matters. We take our say-on-pay results seriously and also discussed the results of our previous say-on-pay results with our stockholders during our fall engagement. We value stockholder views and insights and believe that positive two-way dialogue builds informed relationships that promote transparency and accountability. We continued with our year-round approach to engagement and during fiscal 2022 we reached out to our top 20 institutional stockholders, representing approximately 55% of our shares. Seventeen of the 20 institutional investors did not feel a meeting was necessary at this time or did not respond. We also had numerous conversations with stockholders and investment analysts as part of our normal investor relations activities, at times along with Mr. MacMillan. Details of stockholder feedback are incorporated throughout this proxy statement.
Annual Outreach (Fall 2022)


During the “offseason”, we reached out to our top 20 institutional stockholders representing approximately 55% of our shares

Meetings 


We ultimately met with three of our largest investors as part of this outreach

Matters Discussed


Business highlights for the fiscal year, our compensation plan design, and ESG progress
 
Annual Outreach Feedback
Overall, the meetings were positive and productive with our stockholders supporting our compensation programs while recognizing our compensation approach is truly performance based. Stockholders appreciated hearing that we continue to consider their feedback as we evaluate our compensation program and structure. Stockholders were supportive that for fiscal 2023 PSU awards granted in November 2022, ROIC, relative TSR and adjusted FCF will each be measured over a three-year performance period, and no PSU awards will contain a one-year measurement period. This is the same practice we employed in fiscal 2022. Additionally, for relative TSR PSUs awarded for fiscal 2023, we again include a payout cap at 100% for negative TSR performance that otherwise warrants above-target funding. Additionally, stockholders were encouraged by the level of Board engagement, and the election of Stacey Stewart to our Board. Lastly, stockholders recognized the Company’s progress on ESG, particularly regarding our focus on important social initiatives to help improve healthcare access and equality (Hologic Global Women’s Health Index, Project Health Equality and Global Access Initiative). For more detail, see Proposal No. 2 − Non-Binding Advisory Vote to Approve Executive Compensation on page 39 of this proxy statement.
Stockholder Communications with the Directors
In general, any stockholder communication directed to our Board or one of its committees will be delivered to our Board or the appropriate committee. However, the Company reserves the right not to forward to our Board any abusive, threatening or otherwise inappropriate materials. Stockholders may contact our Board and committees thereof by writing to them in care of Corporate Secretary, Hologic, Inc., 250 Campus Drive, Marlborough, MA 01752.
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Environmental and Social
Sustainability
Led by our senior management team and overseen by our Nominating and Corporate Governance Committee along with the Board of Directors, Hologic’s sustainability efforts are founded on the principle that virtually all business decisions have economic, environmental and social implications. We believe that integrating these considerations into our business strategy and decisions is an important part to growing the long-term success of the Company and benefits our stockholders, customers and employees. Likewise, we strive to nurture and engage our employees and to respect our suppliers and our communities. We are compelled through our Purpose, Passion and Promise to work to improve the health of our communities, customers, patients and employees, and seek to ensure that the decisions we make today have a positive effect on future generations.
We continue to build upon and expand from our initial sustainability disclosure in 2016 and published our third annual Sustainability Report in February 2022, which is available on investors.hologic.com. To manage the process, we formed a cross-functional internal steering committee consisting of senior leaders across all areas of the Company, which then presented its findings to the Nominating and Corporate Governance Committee and the full Board. The steering committee holds meetings and reviews sustainability frameworks, including those published by the Sustainability Accounting Standards Board (SASB), the Global Reporting Initiative (GRI) and the Task Force on Climate-related Finance Disclosures (TCFD) which helped us develop our framework for the report and identify relevant topics for disclosure. We are committed to incorporating these issues into our business operations, and to continually evaluate our sustainability issues for future reporting. Our efforts continue to be recognized. For example, MSCI, a leading provider of ESG support tools for the global investment community, where our rating of AA, places us within the top quartile among our peers of ESG performance, Newsweek once again named Hologic as one of America’s 500 Most Responsible Companies, we were included in the Dow Jones Sustainability Index of North America for the second year in a row, and the Drucker Institute again recognized Hologic on their list of Best-Managed Companies. We look to continue to share our efforts through subsequent Sustainability Reports building on the journey that began several years ago to demonstrate our commitment to sustainable business practices.
Human Capital Management
Attracting and retaining key talent is a high priority for our management team and our Board. To enhance the Board’s understanding of the Company’s culture and talent pipeline, the Board conducts meetings and schedules site visits at the Company’s locations, meets regularly with high-potential executives in formal and informal settings and also reviews and discusses the results of the Company’s annual employee engagement survey.
At Hologic, our approximately 7,000 employees worldwide work to deliver on our Purpose, Passion and Promise with great ideas, innovations and leadership to propel our organization forward.
Our goal is to develop and maintain a talented, engaged and diverse workforce that has a positive impact both on our performance and on our customers and their patients. We have been conducting an annual engagement survey since 2015 in which a significant majority of our employees regularly participate. We believe our foundation of employee engagement, our commitment to our employees and their commitment to each other, fortifies our leaders and teams and enhances their performance. We also offer a range of programs to develop our managers and enhance our leadership across the Company. Our efforts are aimed at increasing organizational talent and capabilities and identifying and developing potential successors for key leadership positions.
In support of Hologic’s vision to be a great place to work for all employees, we invest in the physical, emotional and financial well-being of our employees by providing robust compensation and benefits programs. These programs (which vary by country/region) include a variety of health plan options, tax-favorable savings accounts and other wellness offerings to help make life better. In 2022, Hologic was named to the annual lists of Top Workplaces by both The Boston Globe and The San Diego Union-Tribune, ranking fifth on the list for largest companies in Massachusetts and fourth for large companies in San Diego County. Our sites in Marlborough, Massachusetts and San Diego, California represent two of our three largest employee campuses.
In addition, in response to the continuing challenges stemming from the COVID-19 pandemic, we developed several employee-focused initiatives to support the physical, mental, and financial well-being of our employees. These initiatives include providing enhanced accident and critical illness insurance, increasing access to telehealth services, developing an employee assistance program that provides mental health therapy, wellness coaching, and medication management, and offering subscriptions to self-care mobile apps.
 
 
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HOLOGIC, INC. 2023 Proxy Statement
Diversity Drives Performance
As our passion is to be global champions for women’s health, we are committed to creating an inclusive and diverse work environment that promotes equal opportunity, dignity and respect, starting with our Board and our Leadership team. Of our nine directors, four, representing 44% of the Board, are women, one of our directors self-identifies as African American and another self-identifies as Asian. For each of the past 12 years, women have comprised over 30% of our Board. Also, three of our directors were born outside of the United States, and two were predominantly educated outside of the United States, which we believe promotes diverse perspectives on our Board. We believe that our focus on the lives of women has helped us to attract a diverse workforce and build an inclusive ethos where different perspectives are valued and respected. Building a diverse workforce begins with our hiring practices and extends to our access to opportunities, strategic development and promotion of internal talent. We seek to identify and develop high-potential women and other diverse individuals within the Company. In addition to women holding several key roles within the Company (Chief Financial Officer; Chief Human Resources Officer; Vice President, Global Tax and Treasury; Vice President of Finance, Breast and Skeletal Health; Vice President of Internal Audit; and Chief of Staff), persons of color have assumed important leadership roles as Division President, GYN Surgical; Vice President of Sales, Breast and Skeletal Health; Vice President, Investor Relations; and Corporate Secretary. Additionally, given that our commercial teams are an important pipeline for senior management, we are pleased that a significant number of our commercial team members below the level of vice president are women and/or people of color. As our Company has expanded globally, we have built and grown local teams with in-country expertise and knowledge that represent more than 36 countries.
We strive to hire the most talented person for the job and believe that, over time, this will lead to an increasingly diverse workforce and reflect the communities in which we operate. As a part of finding the most qualified people, we seek to identify and consider diverse slates of candidates for roles across the organization, from the boardroom and c-suite to all levels of the workforce. We believe our focus on talent identification, development, engagement and succession planning has been particularly successful in developing a deep and diverse talent pipeline. For example, when Mr. MacMillan became CEO in late 2013, the Global Leadership Team (GLT) he joined was comprised entirely of white men. As of January 1, 2023, the GLT consisted of 27% women and 18% ethnically diverse members, demonstrating our commitment to diversity while understanding more progress will be made. As part of our continued commitment to transparency on diversity, our U.S. Federal Employment Information Report (EEO-1) is also publicly available on our website at investors.hologic.com.
Philanthropy and Community Support
Our Company’s response to the COVID-19 pandemic highlighted our ability to “do well by doing good” and allowed us to significantly expand our philanthropic activities. We thoughtfully and strategically reinvested our upside earnings into both our business and into our passion to be champions for women’s health. We center our giving efforts in three specific areas in an effort to maximize our impact in ways that align with the values of our employees and customers, as well as with organizations that share our values and commitment to promoting healthier lives. For us, those areas are: women’s health and other healthcare fields in which we operate; science, technology, engineering and math education (STEM), especially for underprivileged groups; and social and racial equality, especially in healthcare. In 2021, the Company contributed $20 million to its corporate charitable fund, the largest contribution in Company history, and in the first quarter of fiscal 2022, we announced a further expansion to our philanthropic efforts with a pledge to make $5 million in donations to non-profit organizations located near our major facilities during the 2022 fiscal year. In addition, based on the belief that education is the key to social equality, we created two scholarship programs focused on lower-income and first-generation college students – one for families of Company employees and another for non-profit groups that provide college readiness programs. We also introduced an employee matching program to supplement donations that many of our employees make to non-profit organizations of their choice and support employees in giving back to community organizations through volunteering.
At Hologic, our actions begin with our Purpose, Passion and Promise, and our industry-leading employee engagement (in the top five percent of companies according to Gallup), which fuels our strong performance. Our strong financial performance – growing revenue and profits – enables us to invest more aggressively in initiatives that deepen our impact on the world, initiatives such as the Hologic’s Global Women’s Health Index, Project Health Equality and the Global Access Initiative. We believe these important efforts help increase awareness, boost access to state-of-the-art care, promote a more appropriate public policy environment, and ultimately lead to better, more timely diagnoses for patients.
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Global Women’s Health Index
In September 2022, we announced the year-two results of the Hologic Global Women’s Health Index. Developed in partnership with leading analytics and advice firm Gallup, the Hologic Global Women’s Health Index is an unprecedented, in-depth examination of critical markers for women’s health, by country and territory, and over time. The Hologic Global Women’s Health Index provides an actionable, science-backed data roadmap for improving life expectancy and quality of life for women and girls worldwide. We are committed to conducting the Global Women’s Health Index on an annual basis. This commitment builds on Hologic’s more than 30 years of championing women’s health around the world through its products for breast and cervical cancer screening, infectious disease detection, and gynecologic surgery, and its partnerships with numerous global initiatives promoting better access to healthcare.

A Champion for Women’s Health
We are committed to improving women’s health worldwide and we work tirelessly to seek to ensure that women’s health is prioritized and that current technologies are used to their fullest, life-saving potential. We are fortunate, that for our initiatives to benefit women’s health, each objective is intimately connected to our business strategy. Through our deep focus on innovation and The Science of Sure, we generate financial returns and leverage these benefits to invest in groundbreaking women’s health initiatives like our Hologic Global Women’s Health Index, Project Health Equality and work with the World Economic Forum. These achievements enable us to elevate women’s health globally by advancing access globally, policy and awareness.

 
 
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HOLOGIC, INC. 2023 Proxy Statement
Proposal No. 1 –
Election of Directors
Nine directors are to be elected at the Annual Meeting. Our Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the individuals listed below for election as directors. All of the director nominees, other than Ms. Stewart, were previously elected by our stockholders at the 2022 Annual Meeting. The Board used a professional search firm to identify potential directors. It reviewed a number of qualified candidates and, after considering her qualifications and conducting personal interviews, the Nominating and Corporate Governance Committee unanimously recommended that Ms. Stewart be appointed to the Board. In December 2022, the Board of Directors unanimously appointed her to the Board, effective January 2, 2023.
Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Board’s nominees named below. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for the nominee, if any, who shall be designated by the present Board to fill the vacancy. Each nominee has consented to serve as a director if elected. The proposed nominees are being nominated in accordance with the provisions of our Seventh Amended and Restated Bylaws (our “Bylaws”). The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders or until a successor has been elected and qualified.
Vote Required
Under our Bylaws, 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.
Recommendation of the Board


Our Board unanimously recommends that you vote “FOR” the nominees listed below. Management proxy holders will vote all duly submitted proxies FOR the nominees listed below unless instructed otherwise.
Our Board of Directors
Composition, Diversity, Assessment and Qualifications
Understanding the importance of its responsibility to provide effective oversight, our Board strives to maintain an appropriate balance of tenure, diversity, skills and experience on the Board. In evaluating potential candidates for director, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials, including: character and integrity, business acumen, experience, commitment and diligence. The Nominating and Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for director. It does not, however, have a formal policy in this regard. The Nominating and Corporate Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, as well as diversity of gender, race and ethnicity. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Corporate Governance Committee believes that the backgrounds and qualifications of the directors considered as a whole should provide a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities. Generally, directors should be individuals who have succeeded in their particular fields and who demonstrate integrity, reliability and extensive knowledge of corporate affairs. The Nominating and Corporate Governance Committee also considers other relevant factors as it deems appropriate, including the current composition of the Board.
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More specifically, the following chart lists the self-identified diverse attributes of our Directors:

Directors who were born outside the United States: 3
Directors who were predominantly educated outside of the United States: 2
The Board has also employed a variety of assessment formats, depending on the perceived needs of the Board at the time. Formats over the past few years have included individual Board member peer reviews managed by the general counsel, a facilitated discussion with the full Board, and individual Board and committee written evaluations followed by a discussion at each committee level and with the full Board. As a part of these evaluations, the Nominating and Corporate Governance Committee and the Board examine characteristics which they believe will augment the current skill set of the Board. Over the past six years, the Board has identified key skill sets it felt would benefit the Board, including experience as a senior executive in a large, complex, global company, deep understanding of the Company’s markets and/or customers, a product background, and extensive global experience. As a result, Ms. Wendell and Mr. Dockendorff joined the Board in 2016 and 2017, respectively; both of whom had been senior executives at large, complex, global medical device companies, have operational and transactional experience and an understanding of the Company’s markets and customers. Ms. Wendell brings particular expertise in business development and strategy, which is key at a time when the Company is increasing its business development activity. Mr. Dockendorff brings extensive financial expertise for complex global healthcare organizations. In 2018, Mr. Nawana and Dr. Hantson joined the Board, each bringing strong global perspectives, hailing from and being educated outside of the United States, industry knowledge and executive leadership experience – key attributes as we seek to grow internationally and continue to focus on commercial and operational execution. In 2023, Ms. Stewart joined the Board, bringing experience leading large purpose-driven organizations, a background in finance and valuable knowledge and perspective on healthcare, policy, and health equity.
 
 
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HOLOGIC, INC. 2023 Proxy Statement

Alignment of Director Skills and Strategy

Hologic is an innovative medical technology company primarily focused on improving women’s health and well-being through early detection and treatment. We are focused on generating long-term, sustainable growth through commercial and operational execution, targeted acquisitions and international expansion, among other things.

Our Nominating and Corporate Governance Committee has determined that each of our director nominees possesses the appropriate qualifications, skills and experience to effectively oversee our long-term business strategy.

Role of the Nominating and Corporate Governance Committee
As provided in its charter, the Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become directors. As the Nominating and Corporate Governance Committee seeks to identify and evaluate director candidates, it may rely on input provided by a number of sources, including the Nominating and Corporate Governance Committee members, our other directors or officers, our stockholders, and third parties such as professional search and screening firms. A copy of the Nominating and Corporate Governance Committee’s current charter is publicly available on our website at investors.hologic.com. See also our Board Refreshment and Recruitment process on page 11 of this proxy statement for further information.
Stockholder Recommendations
The Nominating and Corporate Governance Committee will consider stockholder recommendations for Board nominees using the criteria described in the preceding paragraphs, which are the same as those used to evaluate candidates from other sources. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve, if elected, and evidence of the nominating stockholder’s ownership of the Company’s stock should be sent to the attention of our Corporate Secretary, Hologic, Inc., 250 Campus Drive, Marlborough, Massachusetts 01752. If you wish to formally nominate a candidate, you must follow the procedures described in our Bylaws.
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HOLOGIC, INC. 2023 Proxy Statement
2023 Director Nominees
Set forth below is certain biographical information regarding the nominees as of January 2, 2023, as well as the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person should serve as a director.
STEPHEN P. MACMILLAN


Age
59

Director Since
2013
Key Experience and Qualifications
As our Chairman, President and Chief Executive Officer, Mr. MacMillan has direct responsibility for the Company’s strategy and operations. During his tenure at Hologic, Mr. MacMillan has set the Company’s vision, strategic direction and execution priorities. He is a unique leader who has led the Company through a period of dramatic transformation and revitalization, especially during the COVID-19 pandemic. His role as Chairman and CEO creates a critical link between management and the Board of Directors, enabling the Board to perform its oversight function with the benefits of management’s perspectives on the business.
Mr. MacMillan was appointed as President, Chief Executive Officer and a director in December 2013 and was elected Chairman of the Board in June 2015. From October 2012 to December 2013, Mr. MacMillan was the Chief Executive Officer of sBioMed, LLC, a biomedical research company. From 2003 to 2012, he served in various roles at Stryker Corporation, including Chief Operating Officer from 2003 to 2005, Chief Executive Officer from 2005 to 2012 and Chairman from 2010 to 2012. Prior to 2003, Mr. MacMillan was a senior executive with Pharmacia Corporation, where he oversaw five global businesses. Prior to joining Pharmacia, Mr. MacMillan spent 11 years with Johnson & Johnson in a variety of senior roles in both the U.S. and Europe, including as President of its consumer pharmaceuticals joint venture with Merck. Mr. MacMillan began his career with Procter & Gamble in 1985.

Mr. MacMillan holds a Bachelor of Arts degree in economics from Davidson College, where he previously served on the Board of Trustees, and is a graduate of Harvard Business School’s Advanced Management Program.
Former Public Company Boards
 Alere, Inc.
 Boston Scientific Corporation
 Stryker Corporation
 Texas Instruments Incorporated
 
 
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HOLOGIC, INC. 2023 Proxy Statement
SALLY W. CRAWFORD


Age
69

Director Since
2007

Lead Independent Director Since
2017

Committees
 Compensation
 Nominating
and Corporate Governance (Chair)
Key Experience and Qualifications
Ms. Crawford’s service in various senior executive positions in the managed care sector and her continuing healthcare consulting practice contribute to her significant management and leadership experience and expertise in operational, regulatory and related disciplines applicable to our business and operations.
Ms. Crawford became a member of our Board when we merged with Cytyc Corporation in October 2007, having previously served as a director of Cytyc since January 1998. From April 1985 until January 1997, Ms. Crawford served as Chief Operating Officer of Healthsource, Inc., a publicly held managed care organization headquartered in New Hampshire. During her tenure at Healthsource, Inc., Ms. Crawford held a variety of positions and responsibilities, including leading that company’s Northern Region operations and marketing efforts. Since January 1997, Ms. Crawford has been a healthcare consultant in New Hampshire.

Ms. Crawford earned a bachelor’s degree from Smith College and a master’s degree in communications from Boston University.
Other Current Public Company Boards
 Abcam PLC
 ZimVie Inc.
Former Public Company Boards
 Exact Sciences Corporation
 Insulet Corporation
 Universal American Corporation
 Zalicus Inc. (now EPIRUS Biopharmaceuticals, Inc.)
CHARLES J. DOCKENDORFF


Age
68

Director Since
2017

Committees
 Audit and Finance
(Chair)
Key Experience and Qualifications
Mr. Dockendorff has extensive experience with financial accounting matters for complex global healthcare organizations as well as substantial experience overseeing the financial reporting processes of large public companies. He has a strong track record of value creation and brings a depth of experience in operations and strategy to our Board.
Mr. Dockendorff was appointed to our Board in May 2017. He was formerly Executive Vice President and Chief Financial Officer of Covidien plc, a global medical device and supplies company. He was CFO at Covidien and its predecessor, Tyco Healthcare, from 1995 to 2015. Mr. Dockendorff joined the Kendall Healthcare Products Company, the foundation of the Tyco Healthcare business, in 1989 as Controller and was named Vice President and Controller in 1994. He was appointed Chief Financial Officer of Tyco Healthcare in 1995. Prior to joining Kendall/Tyco Healthcare, Mr. Dockendorff was the Chief Financial Officer, Vice President of Finance and Treasurer of Epsco Inc. and Infrared Industries, Inc. In addition, Mr. Dockendorff worked as an accountant for Arthur Young & Company (now Ernst & Young) and the General Motors Corporation.

Mr. Dockendorff holds a bachelor’s degree in accounting from the University of Massachusetts at Amherst and a Master of Science in finance from Bentley College.
Other Current Public Company Boards
 Boston Scientific Corporation
 Haemonetics Corporation
 Keysight Technologies, Inc.
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HOLOGIC, INC. 2023 Proxy Statement
SCOTT T. GARRETT


Age
72

Director Since
2013

Committees
 Compensation (Chair)
 Nominating and Corporate Governance
Key Experience and Qualifications
Mr. Garrett’s previous experience as a Chief Executive Officer and in other senior leadership positions with biomedical and diagnostics companies enables him to bring to the Board an operational perspective as well as valuable insights and experience, particularly in the diagnostics space.
Mr. Garrett joined our Board in May 2013. Mr. Garrett is currently a Senior Operating Partner at Water Street Healthcare Partners, a strategic investor focused on the healthcare industry. He joined Water Street in 2011 after approximately 35 years in the global healthcare industry. Prior to joining Water Street, Mr. Garrett served as Chairman, President and Chief Executive Officer of Beckman Coulter, a leading biomedical company, from 2008 to 2011. Mr. Garrett joined Beckman Coulter in 2002 as President, Clinical Diagnostics Division and was promoted in 2003 to President and Chief Operating Officer. In January 2005, he became Chief Executive Officer, adding the position of Chairman in 2008. Prior to that, Mr. Garrett served as Vice Chairman and Interim Chief Executive Officer of Kendro Laboratory Products from 1999 to 2001. From 1994 to 1998, he served as Chairman, President and Chief Executive Officer of Dade Behring, a leading diagnostics company. He began his career at American Hospital Supply Corporation and continued there after that company was acquired by Baxter International, ultimately serving as Chief Executive of Baxter’s global laboratory business, Baxter Diagnostics.

Mr. Garrett also serves on the boards of companies in which Water Street has an ownership interest.

Mr. Garrett received a Bachelor of Science in mechanical engineering from Valparaiso University and a Master of Business Administration from Lake Forest Graduate School of Management.
Other Current Public Company Boards
 HCW Biologics, Inc.
 Immucor, Inc.
LUDWIG N. HANTSON


Age
60

Director Since
2018

Committees
 Compensation
 Nominating and Corporate Governance
Key Experience and Qualifications
With over 30 years of experience in the biopharmaceutical industry, as well as extensive experience as an executive leading global, innovative organizations, Dr. Hantson brings a global perspective and an understanding of operational matters to our Board.
Dr. Hantson was appointed to our Board in November 2018. Since March 2017, Dr. Hantson was the Chief Executive Officer of Alexion Pharmaceuticals, Inc., a global biopharmaceutical company, until its acquisition by AstraZeneca in July 2021. Prior to joining Alexion, he was President and Chief Executive Officer of Baxalta Incorporated, a biopharmaceutical company, until 2016. In July 2015, Dr. Hantson led Baxalta’s successful spin-off as a public company from Baxter International Inc., where he was President of Baxter BioScience. He joined Baxter in May 2010 and established the BioScience division as an innovative specialty and rare disease company. Prior to Baxter, from 2001 to 2010, Dr. Hantson held several leadership roles at Novartis AG, including CEO of Pharma North America, CEO of Europe, and President of Pharma Canada. Prior to Novartis, he spent 13 years with Johnson & Johnson in roles of increasing responsibility in marketing and R&D.

Dr. Hantson received his Ph.D. in motor rehabilitation and physical therapy, master’s degree in physical education, and a certification in high secondary education, all from the University of Louvain in Belgium.
Former Public Company Boards
 Alexion Pharmaceuticals, Inc.
 Baxalta Incorporated
 
 
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HOLOGIC, INC. 2023 Proxy Statement
NAMAL NAWANA


Age
52

Director Since
2018

Committees
 Compensation
 Nominating and Corporate Governance
Key Experience and Qualifications
Mr. Nawana brings to our Board a wealth of complex management and worldwide operational experience in the healthcare industry. He has an entrepreneurial spirit, strong product background, understands our markets, and brings in-depth knowledge of the opportunities and challenges facing global companies.
Mr. Nawana joined our Board in January 2018. In July 2021, Mr. Nawana co-founded and became Executive Chairman and a member of the Board of Directors of Sapphiros, a platform to support the next generation of diagnostics. He is also Chairman of multiple private companies which he founded or co-founded including Neoenta, Neoenta Design, GrapheneDX, and Satio. Mr. Nawana previously served as the Chief Executive Officer and a member of the Board of Directors of Smith & Nephew plc, a global portfolio medical technology business, from May 2018 to November 2019. Prior to joining Smith & Nephew, he was Chief Executive Officer, President and a member of the Board of Directors of Alere, Inc., a global manufacturer of rapid point-of-care diagnostic tests, from October 2014 until October 2017, when Alere was acquired by Abbott Laboratories. Mr. Nawana spent 15 years at Johnson & Johnson in various leadership roles, including as Worldwide President of DePuy Synthes Spine, a Johnson & Johnson company, from February 2011 to November 2012.

Mr. Nawana holds an Honors degree in Mechanical Engineering and a Master of Medical Science from the University of Adelaide, South Australia, and an MBA from Henley Management College.
Former Public Company Boards
 Alere, Inc.
 Smith & Nephew plc
CHRISTIANA STAMOULIS


Age
52

Director Since
2011

Committees
 Audit and Finance
Key Experience and Qualifications
Ms. Stamoulis’ strength in strategy and corporate finance, coupled with her extensive experience in executing initiatives for growth in the medical products field and related industries, enable her to provide valuable insights to the Board. She also contributes a unique perspective on financial and capital markets operations.
Ms. Stamoulis has been a director since November 2011. In February 2019, Ms. Stamoulis assumed the role of Executive Vice President and Chief Financial Officer of Incyte Corporation, a biopharmaceutical company. From January 2015 to the end of January 2019, Ms. Stamoulis served as Chief Financial Officer of Unum Therapeutics, a biotechnology company, adding the role of President in February 2018. Prior to Unum, from January 2014 to December 2014, she was an independent advisor to biopharmaceutical companies. Prior to that, from 2009 until December 2013, Ms. Stamoulis served as Senior Vice President of Corporate Strategy and Business Development at Vertex Pharmaceuticals Incorporated. Ms. Stamoulis joined Vertex in 2009 with approximately 15 years of experience in the investment banking and management consulting industries, where she advised global pharmaceutical and biotechnology companies on strategic and corporate finance decisions. Prior to joining Vertex, from 2006 to 2009, she was a Managing Director in the Investment Banking division of Citigroup where she led the building of the firm’s U.S. Life Sciences investment banking practice. Prior to her role at Citigroup, she was at Goldman, Sachs & Co., where she spent the majority of her investment banking career. Ms. Stamoulis started her career as a strategy consultant at The Boston Consulting Group.

Ms. Stamoulis holds a Bachelor of Science in economics and a Bachelor of Science in architecture from the Massachusetts Institute of Technology (MIT). Additionally, she holds a Master of Business Administration from the MIT Sloan School of Management, where she focused on applied economics and finance.
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HOLOGIC, INC. 2023 Proxy Statement
STACEY D. STEWART


Age
58

Director Since
2023

Committees
 Audit and Finance
Key Experience and Qualifications
Ms. Stewart brings to our Board deep expertise as an executive leading large purpose-driven organizations, a background in finance and valuable knowledge and perspective on healthcare, policy, and health equity.
Ms. Stewart was appointed to our Board effective January 2023. Ms. Stewart served as President & CEO of March of Dimes Inc., a leading nonprofit organization, from November 2016 to December 2022. From June 2009 to November 2016, Ms. Stewart served in a variety of executive positions, including U. S. President of operations and executive vice president for Community Impact Leadership and Learning, at United Way Worldwide, the world's largest charitable organization. From February 2007 to April 2009, Ms. Stewart was a senior vice president of Fannie Mae, a government-sponsored enterprise that supports liquidity and stability in the secondary mortgage market.

Ms. Stewart holds a Bachelor of Arts from Georgetown University and a Master of Business Administration from the University of Michigan.
Other Current Public Company Boards
 PennyMac Mortgage Investment Trust
AMY M. WENDELL


Age
62

Director Since
2016

Committees
 Audit and Finance
Key Experience and Qualifications
Ms. Wendell brings to our Board deep expertise in all areas of mergers and acquisitions, portfolio management, resource allocation and identification of new market opportunities, with a focus on the medical devices industry. This expertise, together with her extensive knowledge of developed and emerging markets as well as of early-stage technologies, enables her to provide valuable insights on strategy and potential growth opportunities.
Ms. Wendell was appointed to our Board in December 2016. From January 2016 until April 2019. Ms. Wendell served as a Senior Advisor for Perella Weinberg Partner’s Healthcare Investment Banking Practice, a global financial services firm. Her scope of responsibilities involved providing guidance and advice with respect to mergers and acquisitions and divestitures for clients and assisting the firm in connection with firm-level transactions. From 2015 until September 2018, Ms. Wendell served as a Senior Advisor for McKinsey’s Strategy and Corporate Finance Practice and also served as a member of McKinsey’s Transactions Advisory Board to help define trends in mergers and acquisitions, as well as help shape McKinsey’s knowledge agenda. McKinsey is a management consultant company. From 1986 until January 2015, Ms. Wendell held various roles of increasing responsibility at Covidien plc (including its predecessors, Tyco Healthcare and Kendall Healthcare Products), including engineering, product management and business development. Most recently, from December 2006 until Covidien’s acquisition by Medtronic plc in January 2015, she served as Senior Vice President of Strategy and Business Development, where she led the company’s strategy and portfolio management initiatives and managed all business development, including acquisitions, equity investments, divestitures and licensing/distribution. She is Chairman of the Board of Por Cristo, a non-profit charitable medical service organization involved in health care work for at-risk women and children in Latin America.

Ms. Wendell holds a Bachelor of Science in mechanical engineering from Lawrence Technological University and a Master of Science degree in biomedical engineering from the University of Illinois.
Other Current Public Company Boards
 AxoGen, Inc.
 Baxter International Inc.
Former Public Company Boards
 Ekso Bionics
 
 
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HOLOGIC, INC. 2023 Proxy Statement
Board Leadership Structure
Chairman and Lead Independent Director Roles
Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon the Company’s needs and the Board’s assessment of its leadership from time to time. The Board and the Nominating and Corporate Governance Committee review the structure of the Board and Hologic leadership as part of the succession planning process on an ongoing basis. The Board also reviews its structure during its annual self-assessment.
The Board believes that Hologic and its stockholders are best served at this time by having our CEO, Stephen P. MacMillan, also serve as our Chairman, and Sally W. Crawford, an independent director, serve as our Lead Independent Director. Combining the roles of Chairman and CEO makes clear that we have a single leader who is directly accountable to the Board and, through the Board, to our stockholders. It establishes one voice who speaks for the Company to customers, employees, stockholders and other stakeholders. This structure reinforces Mr. MacMillan’s overall responsibility for the Company’s business and strategy, under the oversight and subject to the review of the Board. It strengthens the Board and the Board’s decision-making process because Mr. MacMillan, who has first-hand knowledge of our operations and the major issues facing Hologic, chairs the Board meetings where the Board discusses strategic and business issues. The combined roles facilitate a Board process that is able to identify and respond to challenges and opportunities in a more timely and efficient manner than a non-executive chairman structure would provide. A perfect example of the benefits to this structure was the ability for Mr. MacMillan to rapidly respond to the shifting business priorities as a result of the COVID-19 pandemic while keeping the Board fully informed. This structure also enables Mr. MacMillan to act as the key link between the Board and other members of management and facilitate an efficient Board process.
The Board recognizes the importance of having a strong independent Board leadership structure to provide accountability. Accordingly, our Corporate Governance Guidelines provide that if the Chairman is not an independent director, then the independent directors will select a Lead Independent Director. The Board believes that a Lead Independent Director is an integral part of our Board structure and facilitates the effective performance of the Board in its role of providing governance and oversight. In December 2017, the Board appointed Sally W. Crawford to serve as Lead Independent Director. During 2022, the Board again considered and affirmed the current efficacy of the Lead Independent Director and combined Chairman/CEO structure for the Company. We have also discussed this structure with a number of our largest stockholders. While several advised that they do scrutinize combined Chair/CEO structures as a matter of practice, none expressed concern over this structure for Hologic.
In addition to discharging the specific responsibilities identified below, Mr. MacMillan consults with Ms. Crawford on a variety of matters, including governance and strategy. As Lead Independent Director and Chair of the Nominating and Corporate Governance Committee, Ms. Crawford takes the lead in Board structure and composition. In addition, Ms. Crawford’s ability to assert independent leadership while working collaboratively with other directors, particularly evident when she served as chair of the Compensation Committee, as well as her diligence and preparedness, enable her to serve effectively as our Lead Independent Director and as Chair of our Nominating and Corporate Governance Committee.
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Ms. Crawford, as Lead Independent Director, has significant responsibilities. Certain specific responsibilities are set forth in Hologic’s Corporate Governance Guidelines and include:

 Presiding at the meetings of the Board at which the Chairman is not present;

 Convening meetings of the independent directors, including executive sessions held in conjunction with each regularly scheduled Board meeting;

 Serving as the principal liaison between the Chairman and the independent directors, including with respect to matters arising in executive sessions of the independent directors;

 Working with the Chairman and the Nominating and Corporate Governance Committee to establish processes to assist the Board in the efficient discharge of its duties;

 Approving Board meeting agendas as well as the quality, quantity and timeliness of information sent to the Board;

 Approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;

 Recommending to the Chairman the retention of outside advisors, as appropriate, who report directly to the Board on board-wide matters;

 Being available, if requested by stockholders, and when appropriate, for consultation and direct communication; and

 Coordinating with the other independent directors in respect of each of the foregoing and performing such other duties as may be properly requested by the Board.
Mr. MacMillan’s responsibilities as Chairman of the Board are also set forth in our Corporate Governance Guidelines and include:

 Presiding at meetings of the Board of Directors and stockholders;

 Establishing processes to assist the Board in the efficient discharge of its duties;

 Organizing and presenting agendas for Board meetings based on advice from the Lead Independent Director, Committee Chairs, directors and members of senior management;

 Facilitating the proper flow of information to the Board and working to see that meetings are efficient and informative;

 Working with the Nominating and Corporate Governance Committee to develop processes for structuring Committees and overseeing their functions, including assignments of Committee members and Chairs;

 Working with the Nominating and Corporate Governance Committee to develop processes for development and succession planning for senior executives; and

 Performing such other duties as may be properly requested by the Board.
Independent Directors and Committees
In evaluating its leadership structure, the Board also considered that, other than Mr. MacMillan, all of our directors are independent. Our independent directors appropriately challenge management and demonstrate independent judgment in making important decisions for our Company. In addition, each of the Board’s standing committees – Audit and Finance, Compensation, and Nominating and Corporate Governance – is composed entirely of independent directors. As a result, oversight of key matters, such as the integrity of Hologic’s financial statements, executive compensation, the nomination of directors and evaluation of the Board and its committees, is entrusted solely to independent directors.
 
 
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HOLOGIC, INC. 2023 Proxy Statement
Executive Sessions
The Board meets in executive session without the CEO in connection with each regularly scheduled Board meeting as well as any other times it deems appropriate. The active involvement of the independent directors, combined with the qualifications and significant responsibilities of our Lead Independent Director, promote strong, independent oversight of Hologic’s management and affairs.
Board Committees
The standing committees of the Board currently are the Audit and Finance Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Board has adopted a charter for each of the three standing committees that addresses the make-up and functioning of each committee. The charters for each of the three standing committees are publicly available on our website at investors.hologic.com.
All of the Board committees are composed entirely of “independent” directors, as such term is defined in the listing standards of Nasdaq. The Board has determined that the following current directors are “independent,” according to the above definition: Sally W. Crawford, Charles J. Dockendorff, Scott T. Garrett, Ludwig N. Hantson, Namal Nawana, Christiana Stamoulis, Stacey D. Stewart and Amy M. Wendell. Mr. MacMillan is not considered independent because he is an active officer of the Company. In addition, both the Audit and Finance Committee and the Compensation Committee are composed entirely of independent directors who meet the heightened independence standards applicable to directors serving on such committees under Nasdaq listing standards and the rules of the Securities Exchange Act of 1934, as amended (the Exchange Act).
The current membership of each committee is listed below.
 
 
 
 
Board Committees
Name
Age
Position
Director
Since
Audit
and
Finance
Compensation
Nominating
and Corporate
Governance
Sally W. Crawford
69
Director
2007
 
Chair
Charles J. Dockendorff
68
Director
2017
Chair
 
 
Scott T. Garrett
72
Director
2013
 
Chair
Ludwig N. Hantson
60
Director
2018
 
Namal Nawana
52
Director
2018
 
Christiana Stamoulis
52
Director
2011
 
 
Stacey D. Stewart(1)
58
Director
2023
 
 
Amy M. Wendell
62
Director
2016
 
 
Number of Meetings in Fiscal 2022
 
 
 
9
5
4
(1)
Ms. Stewart was not a member of our Board or its respective Committees in fiscal 2022.
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HOLOGIC, INC. 2023 Proxy Statement
Audit and Finance Committee


Mr. Dockendorff
(Chair)

Members
Ms. Stamoulis
Ms. Stewart
Ms. Wendell

FY2022 Meetings
9
The Audit and Finance Committee is responsible for assisting our Board in the oversight of (i) our financial reporting process, accounting functions, internal audit functions and internal control over financial reporting, and (ii) the qualifications, independence, appointment, retention, compensation and performance of our independent registered public accounting firm. The Audit and Finance Committee also oversees financing and capital allocation strategies, reviews and approves financing transactions to the extent delegated by the Board, reviews the Company’s ability to enter into swaps and other derivatives transactions, and reviews the Company’s tax structure, among other things. The Audit and Finance Committee considers financial risk, including internal controls, and receives an annual risk assessment report from the Company’s internal auditors. The Audit and Finance Committee also reviews and approves related-party transactions (unless such review and approval has been delegated to another committee consisting solely of independent directors).

None of the current or former members of the Audit and Finance Committee are employees of the Company and our Board has determined that each such member of the Audit and Finance Committee is independent (as independence is defined in the current listing standards of Nasdaq and Section 10A(m)(3) of the Exchange Act).

Audit Committee Financial Expert. The Board has determined that Mr. Dockendorff and Ms. Stamoulis each qualify as an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K.
2022 Key Focus Areas

 Accounting treatment of acquisitions

 Capital allocation and debt structure

 Cybersecurity

 Internal controls and compliance

 Continued timely adoption of new accounting standards

 Global tax strategy
 
 
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HOLOGIC, INC. 2023 Proxy Statement
Compensation Committee



Mr. Garrett
(Chair)

Members
Ms. Crawford
Dr. Hantson
Mr. Nawana

FY2022 Meetings
5
The primary functions of the Compensation Committee include: (i) reviewing and approving the compensation for each of our executive officers and other senior officers as the Compensation Committee deems appropriate; (ii) evaluating the performance, as it relates to their compensation, of the executive officers, other than the CEO (whose performance is evaluated by the Nominating and Corporate Governance Committee and the Board of Directors), and such other senior officers as the Compensation Committee deems appropriate; (iii) overseeing the administration and the approval of grants and terms of equity awards under our equity-based compensation plans; (iv) reviewing and approving other compensation plans as the Compensation Committee deems appropriate; (v) general oversight of risks associated with our compensation policies and practices; and (vi) approving and/or recommending for review and approval by the Board compensation for members of the Board, and each committee thereof. The Board and Compensation Committee may delegate limited authority to executive officers or other directors of the Company to grant equity awards to non-executive officers. Currently, our Senior Vice President, Human Resources, has been delegated such authority, subject to the terms, conditions and limitations previously approved by the Compensation Committee and the Board, with each of the President and Chief Executive Officer and the Chief Financial Officer authorized to serve as an alternate to the Senior Vice President, Human Resources.
2022 Key Focus Areas

 Human capital management, including talent development, retention and succession planning

 Compensation program design structure, including appropriate metrics and goals for the Short-Term Cash Incentive Program and Performance Stock Units

 Allocation of fiscal 2022 STIP

 Executive compensation and pay-for-performance alignment

 Compensation risk assessment
Nominating and Corporate Governance Committee


Ms. Crawford
(Chair)

Members
Mr. Garrett
Dr. Hantson
Mr. Nawana

FY2022 Meetings
4
The Nominating and Corporate Governance Committee is responsible for recommending to the Board potential candidates for director and considering various corporate governance issues, including evaluating the performance of the Board and its committees, developing and periodically reviewing our Corporate Governance Guidelines, reviewing and recommending to the Board any changes to the committee charters, recommending the composition and chair of our Board committees, monitoring compliance with our stock ownership guidelines, evaluating the performance of our CEO annually, leading the succession planning and process for our CEO and oversight of ESG matters and reporting. The Nominating and Corporate Governance Committee also considers suggestions regarding possible candidates for director as described under “Stockholder Recommendations” on page 22.
2022 Key Focus Areas

 CEO succession planning

 Board and Committees composition and assessment

 Stockholder engagement

 Sustainability

 Governance structures and best practices
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HOLOGIC, INC. 2023 Proxy Statement
Board Practices, Processes and Policies
Director Orientation and Continuing Education
When a new director joins the Board, or just before joining (assuming entry into a confidentiality agreement), he or she is provided with a business briefing book, which gives an overview of Hologic and its businesses, products, markets, strategic plans, and risks. Once elected to the Board, the new director generally has the opportunity to have individual meetings with members of the senior management team. They also receive a governance handbook, which includes general Board information, Board committee charters, the Company’s charter and Bylaws and all of the Company’s governance policies. Directors also have opportunities for continuing education, including access to third-party programs as well as regular presentations at Board meetings.
Meetings of the Board and its Committees
The Board met six times during the fiscal year ended September 24, 2022 and each of our directors attended at least 83% of the total number of meetings of the Board and all committees of the Board on which he or she served, with no director missing more than one meeting. In fiscal 2022, overall attendance for our directors at all Board and committee meetings was approximately 94% and 100%, respectively. During fiscal 2022, the independent directors of the Board met in executive session during each of the Board’s regular quarterly meetings and at such other Board and committee meetings as the independent directors elected.
Attendance by Directors at the Annual Meeting of Stockholders
Our Board has scheduled a Board meeting in conjunction with the Annual Meeting of Stockholders. Our directors are encouraged to attend the Annual Meeting of Stockholders each year. Last year, all eight of our directors who were nominated for election attended the Annual Meeting of Stockholders held on March 10, 2022.
Code of Ethics
Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, we have adopted a Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer, principal accounting officer and controller, and other persons performing similar functions. The Company’s Code of Conduct applies to all directors, officers and employees. The Company requires all of its directors, officers and employees to adhere to the Code of Conduct in addressing legal and ethical issues that they encounter in the course of doing their work. The Code of Conduct requires our directors, officers, and employees to avoid conflicts of interest, comply with all laws and regulations, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. All newly hired employees are required to certify that they have reviewed, understand and agree to comply with the Code of Conduct. Our Code of Ethics for Senior Financial Officers is publicly available on our website at investors.hologic.com as Appendix A to our Code of Conduct.
 
 
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HOLOGIC, INC. 2023 Proxy Statement
Certain Relationships and Related-Party Transactions
As provided in its charter, the Audit and Finance Committee reviews and approves related-party transactions (unless such review and approval has been delegated to another committee consisting solely of disinterested independent directors). The non-exclusivity of this delegation provides the Board with flexibility to address the particular circumstances of any related-party transaction. Additionally, if one or more members of the Audit and Finance Committee are otherwise conflicted, or for any other reason, the Board reserves the right to establish a separate committee of disinterested independent directors to review a particular transaction. Regardless of the deliberative body of disinterested independent directors reviewing a related-party transaction, the standard applied in reviewing such transaction is whether the transaction is on terms no less favorable to the Company than terms generally available from an unaffiliated third party under the same or similar circumstances. The Board generally considers related-party transactions to be those transactions that are required to be disclosed pursuant to Item 404 of Regulation S-K. Pursuant to the policy, the Audit and Finance Committee reviews and considers relevant facts and circumstances in determining whether or not to approve or ratify such a transaction.
The Audit and Finance Committee reviewed and approved one transaction with respect to fiscal 2022 that qualified as a related-party transaction. The stepson of Sally Crawford, a member of our Board, is employed by the Company as an IT Business Analyst. Ms. Crawford was not involved in the hiring of Peter Wells. Mr. Wells earned approximately $148,800 in annual compensation during fiscal 2022 and participated in the Company’s standard benefit plans which was commensurate with his peers’ compensation and established in accordance with the Company’s compensation practices applicable to all employees with equivalent qualifications, experiences, and responsibilities. He did not serve as an executive officer of the Company during this period and did not have a key Company-level strategic role within the Company, in that he did not drive the strategy or direction of the Company, nor was he personally accountable for the Company’s financial results.
Director Compensation
Compensation Structure
The Board of Directors has a compensation structure consisting of a cash retainer, an annual equity award and, for some positions, a supplemental cash retainer, as described below. As with our executive compensation program, the director compensation program emphasizes equity incentives. This reflects our belief that equity awards serve to align the interests of our directors with those of our stockholders.

Benchmarking

The Compensation Committee, in conjunction with the Board, annually reviews compensation paid to non-employee directors and makes recommendations for adjustments, as appropriate. In December 2021, the Compensation Committee recommended, and the Board approved a $10,000 increase in the Board equity grant (from $210,000 to $220,000) that took effect in the second quarter of fiscal 2022. This compensation change, which was recommended by and reviewed with the Compensation Committee’s independent compensation consultant, brought the Board’s compensation closer to the market median.

In December 2022, the Compensation Committee reviewed the current compensation structure for non-employee directors, considered advice from its independent compensation consultant and recommended further increasing the equity grant to all directors by $10,000 (from $220,000 to $230,000) to more closely align with the market median. The Board approved the recommendation, which is effective upon the date of the Annual Meeting.
The Company reimburses all directors for reasonable travel expenses incurred in connection with Board and committee meetings and offers private air travel for meetings as may be necessary. We also extend coverage under our directors’ and officers’ indemnity insurance policies and have entered into our standard form of Indemnification Agreement with each director. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors.
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Cash Retainers
 
Non-employee Directors

Cash retainers are paid quarterly at the beginning of each quarter. In fiscal 2022, the non-employee director annual cash retainer was $90,000.
Committee Members

In fiscal 2022, there were no supplemental cash retainers for committee membership.
Lead Independent Director

In fiscal 2022, the Lead Independent Director received a $40,000 supplemental cash retainer, which is paid quarterly at the beginning of each quarter.
Committee Chairs

Audit and Finance Committee

The Chair of the Audit and Finance Committee received a supplemental annual cash retainer of $25,000, one-fourth of which was paid each quarter.

Compensation Committee

The Chair of the Compensation Committee received a supplemental annual cash retainer of $20,000, one-fourth of which was paid each quarter.

Nominating and Corporate Governance Committee

The Chair of the Nominating and Corporate Governance Committee received a supplemental annual cash retainer of $15,000, one-fourth of which was paid each quarter.

Equity Awards
Board Members
In fiscal 2022, each non-employee director received an annual equity grant having a value of $220,000 on the date of the grant, with the number of shares determined under U.S. generally accepted accounting principles (GAAP). Of this award, $110,000 consisted of restricted stock units (RSUs) and $110,000 consisted 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. Each of our non-employee directors elected at our Annual Meeting in March 2022 received an annual equity grant. In December 2022, the Compensation Committee reviewed the current compensation structure for non-employee directors, considered advice from its independent compensation consultant and recommended increasing the equity grant to all directors by $10,000 (from $220,000 to $230,000). The Board approved the recommendation which is effective upon the date of the 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 requiring each non-employee director to own shares having a value equal 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. For purposes of meeting these guidelines, only the value of shares which are issued and outstanding, or RSUs which have vested but as to which settlement has been deferred, will be counted. No unvested RSUs or outstanding options (regardless of whether or not vested) are credited towards the ownership goals. All our non-employee directors who have been subject to the guidelines for five years have met or exceeded the guidelines.
The following table sets forth the compensation paid to our non-employee directors for service on our Board during the fiscal year ended September 24, 2022. Compensation for Stephen P. MacMillan, our Chairman, President and Chief
 
 
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Executive Officer, is set forth in the Summary Compensation Table on page 72. Mr. MacMillan does not receive any additional compensation for his service as a director. Additionally, Stacey D. Stewart was appointed to our Board in fiscal 2023 and thus did not receive any compensation in fiscal 2022.
2022 Director Compensation Table
Name
Fees
Earned
or Paid
in Cash
($)
Stock
Awards
($)(1)
Option
Awards
($)(1)
Total
($)
Sally W. Crawford
145,000
109,988
109,989
364,977
Charles J. Dockendorff
115,000
109,988
109,989
334,977
Scott T. Garrett
110,000
109,988
109,989
329,977
Ludwig N. Hantson
90,000
109,988
109,989
309,977
Namal Nawana
90,000
109,988
109,989
309,977
Christiana Stamoulis
90,000
109,988
109,989
309,977
Amy M. Wendell
90,000
109,988
109,989
309,977
(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 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 24, 2022.
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 24, 2022 by each person (other than Mr. MacMillan and Ms. Stewart) 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
1,565
58,111
Charles J. Dockendorff
1,565
37,140
Scott T. Garrett
1,565
55,001
Ludwig N. Hantson
1,565
26,205
Namal Nawana
1,565
32,857
Christiana Stamoulis
1,565
55,001
Amy M. Wendell
1,565
40,060
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Executive Officers
Executive officers are chosen by and serve at the discretion of the Board. Set forth below are the names and ages of our executive officers, as of January 11, 2023, along with certain biographical information for all but Stephen P. MacMillan, our Chairman, President and Chief Executive Officer. For Mr. MacMillan’s biographical information, please see page 23.
Name
Age
Title
Stephen P. MacMillan
59
Chairman, President and Chief Executive Officer
Karleen M. Oberton
53
Chief Financial Officer
Erik S. Anderson
41
Division President, Breast & Skeletal Health Solutions
John M. Griffin
62
General Counsel
Elisabeth (Lisa) A. Hellmann
54
Senior Vice President, Human Resources and Corporate Communications
Essex D. Mitchell
43
Division President, GYN Surgical Solutions
Kevin R. Thornal
49
Group President, Global Diagnostic Solutions
Jan Verstreken
55
Group President, International
MS. OBERTON

Chief Financial Officer
Ms. Oberton became our Chief Financial Officer in August 2018. She joined Hologic in 2006 as corporate controller and was promoted to Chief Accounting Officer in 2015. Before joining Hologic, Ms. Oberton served as senior corporate controller of Immunogen from 2004 to 2006. Prior to that, she was an Audit Senior Manager in Ernst & Young’s Life Science practice and in Arthur Andersen’s High Technology practice. Ms. Oberton was an active Certified Public Accountant for more than 18 years and holds a Bachelor of Science in Business Administration from Merrimack College. She is a member of Merrimack College’s Leadership Council.
MR. Anderson


Division President, Breast and Skeletal Health Solutions
Mr. Anderson was promoted to President, Breast & Skeletal Health Solutions in September 2022. He joined Hologic’s Breast & Skeletal Health Division in 2014 as Regional Sales Manager for the Upper Midwest, then was promoted to Area Business Director. In August 2017, Mr. Anderson took over as Vice President of Sales for Hologic’s Medical Aesthetics business (“Cynosure”). Mr. Anderson led the business while also leading Hologic’s divestiture of Cynosure and its transition to new ownership in December 2019. Mr. Anderson rejoined Hologic as Vice President, Global Service Initiative and Breast & Skeletal Health Field Service/Technical Support in early 2020, and was promoted to President, Global Services in August 2021. Prior to joining Hologic, Mr. Anderson worked at ImpediMed and Stryker Instruments. He has a bachelor’s degree in Marketing from Iowa State University.
MR. GRIFFIN


General Counsel
Mr. Griffin joined us in February 2015 as General Counsel with nearly 30 years of experience across a broad spectrum of legal matters. Mr. Griffin worked at Covidien from 2000 to 2015 where he most recently served as Vice President, Deputy General Counsel. Previously, from 1994 to 2000, Mr. Griffin served as Assistant United States Attorney in Boston, Massachusetts, and prosecuted complex criminal cases. He began his career at Nutter, McClennen & Fish in Boston. Mr. Griffin currently serves on the board of directors for Por Cristo in Boston and New England Legal Foundation. He also serves as Treasurer and on the Board of Directors for Health Care Volunteers International. He has a Juris Doctor degree from Harvard Law School and a Bachelor of Arts in political science from Columbia University.
 
 
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MS. HELLMANN


Senior Vice President, Human Resources and Corporate Communications
Ms. Hellmann was promoted to Senior Vice President, Human Resources in June of 2021 and assumed responsibility for corporate communications in early fiscal 2022. Previously, she had served as both Vice President of Human Resources for Hologic’s Diagnostics division and Head of Global Internal Communications since 2017. As a strategic and trusted partner to her customers and colleagues, she helps build and sustain high-performing teams through a positive employee experience, organizational effectiveness, and a strong company culture. Before re-joining Hologic in 2017, Ms. Hellmann was Chief People Officer of NAVICAN Genomics, a cancer services company, from January 2017 to August 2017 and prior to that, she held various HR positions of broad and increasing responsibility at Gen-Probe Incorporated and other innovative biotech companies and laboratories. She earned a BA in Human Biology from Stanford University and a master’s degree in Global HR Leadership from Rutgers University.
MR. MITCHELL


Division President, GYN Surgical Solutions
Mr. Mitchell was promoted to Division President, GYN Surgical Solutions in August 2020, after joining the Company in September 2017 as Vice President of Sales and Commercial Excellence for the GYN Surgical division. Mr. Mitchell has over 16 years of medical device and pharmaceutical experience. From 2006 to 2017, he worked for Stryker Corporation, where he held various commercial roles of increasing responsibility, leading sales and marketing in multiple divisions during his tenure. Prior to his career in healthcare, Mr. Mitchell played professional football in both the National and Canadian Football Leagues. He received his BS in Business Administration from the Fisher College of Business at The Ohio State University.
MR. THORNAL


Group President, Global Diagnostic Solutions
Mr. Thornal became the President of our Diagnostics Solutions Division in July 2019 and was promoted to Group President, Global Diagnostic Solutions in April 2022. He joined Hologic in 2014 as Vice President, Customer Experience, Field Service and Clinical Applications for the Breast and Skeletal Health division. He transitioned to Vice President, Breast and Skeletal Health for the Europe, Middle East and Africa region in early 2016, and was promoted to President of Hologic’s Medical Aesthetics Division in July 2017. Prior to joining Hologic, Mr. Thornal worked at Stryker from 2004 to 2014 in positions of increasing responsibility in sales, marketing, and mergers and acquisitions. Throughout his career, he has established a track record of leading businesses that deliver strong growth and commercial excellence. Mr. Thornal previously played professional football, including a short stint with the Atlanta Falcons. He holds a Bachelor of Arts in History, with minors in English and Secondary Education, from Southern Methodist University.
MR. VERSTREKEN


Group President, International
Mr. Verstreken has been Group President, International since October 2020; prior to that, he served as Regional President, Europe Middle East, Africa (EMEA), Canada and Latam. He joined Hologic in January 2017 with more than 25 years of experience, primarily at Teleflex. He served as President of Asia Pacific (APAC) for Teleflex from 2013 to 2016, and from 2009 to 2013 was Regional Vice President and General Manager, EMEA. Mr. Verstreken has broad experience creating and developing strong distribution channels while building aligned teams in a global, matrix organization. He also has been involved in mergers and acquisitions, leading a number of major integrations. In 1992, he co-founded Access Medical SA, a provider of specialized laparoscopic surgical devices that was later acquired by Teleflex. He holds a Bachelor of Marketing degree from the Hoger Handels Instituut in Turnhout, Belgium, and has completed leadership coursework at the Thunderbird School of Global Management and the Levinson Institute at Harvard.
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Proposal No. 2 – Non-Binding Advisory Vote to Approve Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the provisions of Section 14A of the Exchange Act, require that we provide our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. Our Board has determined to provide our stockholders this opportunity on an annual basis.
As described in the Compensation Discussion and Analysis (the CD&A), our executive compensation philosophy is to provide appropriate competitive compensation opportunities to our executives with actual pay outcomes heavily influenced by the achievement of Company performance targets and individual performance objectives (in other words, “pay for performance”) in support of our business strategy and creation of long-term stockholder value. The Company’s management team embraces a performance culture and is focused on driving growth of the business. Over the past nine years, under the guidance of a focused and motivated senior management team, we have built a sustainable growth company, our stock price has increased 182% and the engagement of our employees has also increased significantly.

As you review our “say-on-pay” proposal, we encourage you to consider
 Our financial performance was strong despite continued unpredictability driven by macro-economic uncertainty, supply chain constraints and the ongoing COVID-19 pandemic.
 We believe Hologic is a much stronger company today than prior to the COVID-19 pandemic. Driven by growth in our core women’s health franchises, a significantly larger Panther installed base, international expansion, and strategic acquisitions completed over the past two years, we believe we have more growth drivers across our business than ever before.
 Since March 2020, Hologic has shipped more than 199 million SARS-CoV-2 virus tests worldwide, making us a leader in helping communities and countries better manage the impact of the virus. We have also committed to multi-year, multi-million-dollar initiatives to elevate the status of women’s health and work to reduce disparities in breast, cervical and gynecologic healthcare.
 We believe that our NEOs’ compensation is aligned with our performance, motivating high performance among our NEOs within an entrepreneurial, incentive-driven culture and reflecting overall target compensation that is competitive with that being offered to individuals holding comparable positions at other public companies with which we compete for business and talent.
 We take our 2021 and 2022 say-on-pay vote results very seriously and increased our engagement with our stockholders and have made changes to our executive compensation program in recent years, in particular to PSU performance periods, to incorporate the feedback; and based on our most recent discussions with our largest stockholders, they have communicated an endorsement of our annual compensation program as it has evolved.
Our Compensation Committee continually evaluates the design and direction of our compensation structure and each year, we take into account the result of the “say-on-pay” vote cast by our stockholders. In recent years, following stockholder feedback, our say-on-pay vote results and issues raised by proxy advisory firms, we have taken a number of actions, including those described below, which we believe demonstrate our Board’s responsiveness and commitment to incorporating stockholder feedback as we review our governance and compensation structure.
Overall, following our actions, our meetings have been positive and productive with our stockholders communicating support for our compensation programs. Although we did not hear common themes, consistent suggestions or any areas of concern on compensation matters during this year’s annual stockholder outreach, we value all stockholder feedback we receive, and as in previous years, the management team provided detailed feedback on the meetings to our Lead Independent Director as well as to our Compensation Committee and Nominating and Corporate Governance Committee. Our Compensation Committee continues to regularly evaluate our executive compensation structure and assesses its effectiveness to ensure the design is incenting performance that is in the best interests of the Company as well as our
 
 
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stockholders and considers the varied perspectives as it continues to design and evolve our executive compensation program. The full Board is also updated on feedback received. Through this dialogue with investors, we received additional validation on the design of our executive compensation program and the compensation-related actions we continue to take to support our employees. For additional context, see below for information about our discussions with investors on governance and executive compensation matters in recent years.
Below is a summary of the feedback we received through our fall 2021 investor engagement program and how we responded.
By way of background, at our 2021 Annual Meeting of Stockholders, we saw a decline, compared to the prior year, in say-on-pay approval (69% approval). We believe the decrease was driven by one-year performance measurement periods on certain PSU awards granted in fiscal 2020 and fiscal 2021 and benefits offered to a former executive officer in connection with his retirement, as well as a special bonus awarded to the executive officer who spearheaded our exceptional COVID-19 pandemic response. Regarding the PSU awards, the ROIC and TSR performance measures prior to fiscal 2021 included a three-year performance period. In light of uncertainty resulting from the COVID-19 pandemic, we made a conscious decision for fiscal 2021 to change the ROIC performance period from three years to one year (with a three-year service requirement) and to keep the TSR performance period at three years. Our consistent practice has been not to adjust or change PSU performance measures following PSU grants, whether based on business results or outside impacts (such as a pandemic). To continue this practice, changing the ROIC performance period to one year for fiscal 2021 was, in our judgment, the right decision for management and our stockholders given the unknown impact from the COVID-19 pandemic. Our expectation was to revisit the ROIC performance period in future years and to return to the three-year period, as appropriate.

What We Heard
Our Response
The majority of investors we spoke with during our annual outreach viewed our one-year performance measurement periods on PSUs as their most significant area of concern surrounding our compensation program. Although they understood the temporarily shortened performance periods in response to the pandemic, they preferred we use multi-year performance periods.
In response to the concerns expressed regarding one-year performance measurement periods on PSUs, the PSU awards granted in November 2021 with respect to the 2022 fiscal year and future fiscal years contain three-year performance periods for all performance measures, and no PSU awards contain a one-year measurement period. All investors with whom we spoke, representing approximately 43% of our outstanding shares, supported the significant PSU design changes we made for fiscal year 2022, with investors commenting that they appreciated the responsiveness and the changes alleviated specific concerns they raised with us in connection with our say-on-pay vote at our 2021 Annual Meeting of Stockholders.
A limited number of our stockholders, but primarily proxy advisory firms, commented that they generally prefer relative TSR metrics that require above peer median performance for target payouts with a cap on payouts if absolute TSR is negative.
While the Compensation Committee evaluated setting the target to above median, the Compensation Committee decided to maintain our current target, but implement a payout cap at 100% for negative TSR performance that otherwise warrants above-target funding. In evaluating the relative TSR metric for our PSUs, the Compensation Committee noted that nearly all of our peer group with a relative TSR metric require performance at the median.
The majority of investors we spoke with did not raise concerns with our original approach in fiscal 2020 to the retirement benefits to our former executive officer and the special bonus to an executive officer. Generally, the investors who we spoke with appreciated that nothing about fiscal year 2020 was ordinary and that Hologic was faced with many unexpected challenges and through the guidance, adaptability and commitment of its leaders, was able to grow as a company. A few investors raised concerns or questions whether our fiscal year 2020 compensation practices reflected a policy change
We discussed with stockholders and included in our 2022 proxy statement that such retirement benefits, which recognized our former executive’s age, tenure and outstanding contributions to Hologic, and special bonus, which recognized the efforts of our executive officer who spearheaded our exceptional COVID-19 pandemic response, were extraordinary in nature and did not reflect a policy change, nor were we expecting to make them in the future. Following that discussion, the investors we spoke with did not raise additional specific concerns around our approach to retirement benefits and
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regarding the Board’s or the Compensation Committee’s view towards retirement benefits or special bonuses and would become routine.
special bonuses, and they appeared satisfied with our approach. As noted, the discussion on those topics constituted a small portion of our outreach conversations because most investors did not initially raise concerns or questions on them. Further, as discussed below regarding our fall 2022 investor outreach, no investor raised any concerns regarding the fiscal year 2020 retirement benefits to our former executive officer or the special bonus to an executive officer.
Investors appreciated seeing our progress on ESG disclosure and encouraged us to continue to publish an annual sustainability report and to look to include additional environmental targets and metrics where possible.
We published our third annual sustainability report in February 2022, which included new environmental goals following the achievement of the previous targets we set in 2016. We also, for the first time, disclosed data pertaining to electricity, waste and water consumption.
Below is a summary of the feedback we received through our fall 2022 investor engagement program and how we responded.
At our 2022 Annual Meeting of Stockholders, we saw a small increase, compared to the prior year, in our say-on-pay vote approval to 70.47%. While say-on-pay is a key indicator of stockholder feedback, we were disappointed that we did not see a higher level of support for our say-on-pay vote approval at the 2022 Annual Meeting, since based on our discussions with our largest stockholders, we believed they continued to support our compensation program as it has evolved and did not express concerns of responsiveness following our say-on-pay vote at our 2021 Annual Meeting of Stockholders. That said, following the results of our say-on-pay vote approval at the 2022 Annual Meeting, we conducted a more extensive outreach initiative directed at our top 20 institutional investors, representing approximately 55% of our outstanding shares. We also had numerous conversations with stockholders and investment analysts as part of our normal investor relations activities. For this year, the investors we reached out to indicated they were satisfied with our executive compensation program, did not have concerns they wished to share with us, or did not respond. For the investors we spoke to as part of our annual outreach, they understood and supported our overall executive compensation program design and felt our stockholder outreach, the significant changes we made to our compensation program and the previous confirmation of our view on retirement benefits and special bonuses addressed any specific concerns they raised, along with historical proxy advisory firm areas of concern. See also Stockholder Engagement on page 15 of this proxy statement.

What We Heard
Our Response
Questions were raised by Institutional Shareholder Services, Inc. (“ISS”) about our Board’s responsiveness to our say-on-pay approval of 69% at our 2021 Annual Meeting of Stockholders.
In fall 2022, we conducted a more extensive outreach initiative directed at our top 20 institutional investors, representing approximately 55% of our outstanding shares. We also had numerous conversations with stockholders and investment analysts as part of our normal investor relations activities. Based on all of our discussions with our stockholders, they communicated support for our compensation program as it has evolved, did not express concerns of responsiveness and appreciated the significant changes we made to our compensation program to address all of the investor feedback we heard, along with certain historical ISS areas of concern.
Investors appreciated our continued use of three-year performance periods for each performance metric applicable to our PSU awards.
We value the feedback and reiterated that our Board understood the historical concerns expressed regarding one-year performance measurement periods on PSUs and for PSU awards granted starting in November 2021 with respect to the 2022 fiscal year and future fiscal years, ROIC, relative TSR and adjusted FCF are each measured over a three-year performance period, with no PSU awards containing a one-year measurement period.
One of our top five investors commented that: “they had no material concerns with our executive compensation
We continue to believe that positive, two-way dialogue builds informed relationships that promote transparency
 
 
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program” and recognized the “positive changes” we made to our compensation program and were “supportive” of our executive compensation program.
and accountability and our Board continues to consider stockholder perspectives, as well as the interests of all stakeholders, when overseeing and formulating governance practices and designing compensation programs.
Investors appreciated hearing about our ESG initiatives, in particular our social initiatives.
We directed investors to (i) the second annual findings of our Hologic Global Women’s Health Index, a survey measuring the experiences of the world’s women and girls, (ii) the expansion of our Global Access Initiative, bringing high quality molecular diagnostic testing at affordable pricing to underserved communities and regions, and (iii) our investment in Project Health Equality to champion underserved women through greater awareness of the importance of preventative care, world-class clinical resources, access to care at strategic locations and culturally informed research. We continue to be committed to using our strong revenue growth and profits to fund key social initiatives that, in turn, we believe will help us promote effective health policy and increase access to our products, ultimately benefiting more women.
Investors were interested to hear more around the addition of Ms. Stewart to our Board.
We provided disclosure around the composition of our current Board and the skills we consider important for our directors to have as well as our process for identifying and evaluating potential director candidates, including a focus on character, reputation, and personal integrity, as well as candidates who reflect diverse backgrounds, including diversity of race, gender, ethnicity, culture and geography.
We are asking our stockholders to indicate their support for our NEO compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives you as a stockholder the opportunity to express your views on our NEOs’ compensation. This vote is not intended to address any specific element of our compensation programs, but rather to address our overall approach to the compensation of our NEOs described in this proxy statement. To that end, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
RESOLVED, that stockholders of Hologic, Inc., hereby approve the compensation paid to the Company’s named executive officers, as described in this proxy statement under the “Compensation Discussion and Analysis” section, the “Executive Compensation Tables” section and other narrative disclosure contained therein, pursuant to the SEC’s compensation disclosure rules.
Because your vote is advisory, it will not be binding upon the Company, the Compensation Committee or our Board. However, the Company values the opinions expressed by stockholders in their vote on this proposal and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs.
Vote Required
Approval of this proposal requires the affirmative vote of a majority of shares present, in person or represented by proxy, and voting on this proposal at the Annual Meeting. Abstentions and broker “non-votes” will not have any effect on the proposal to approve executive compensation as disclosed in this proxy statement.
Recommendation of the Board


Our Board of Directors unanimously recommends that you vote “FOR” the approval of this resolution. Management proxy holders will vote all duly submitted proxies FOR approval unless instructed otherwise.
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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 below with management of the Company, and based on such review and discussion, recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K.
Compensation Committee
Scott T. Garrett, Chair
Sally W. Crawford
Ludwig N. Hantson
Namal Nawana
 
 
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Compensation Discussion
and Analysis
In this Compensation Discussion and Analysis section (CD&A), we describe the executive compensation program for our CEO, CFO and our three other most highly compensated executive officers serving as of September 24, 2022 (collectively, our named executive officers, or NEOs). We also explain how the Compensation Committee determined the pay of our NEOs and its rationale for specific decisions related to fiscal 2022 compensation. As a reminder, our fiscal year ends on the last Saturday in September. Fiscal 2022 began on September 26, 2021 and ended on September 24, 2022.
Our Named Executive Officers for Fiscal 2022
Name
Title
Stephen P. MacMillan
Chairman, President and Chief Executive Officer (CEO)
Karleen M. Oberton
Chief Financial Officer (CFO)
John M. Griffin
General Counsel
Kevin R. Thornal
Group President, Global Diagnostic Solutions
Jan Verstreken
Group President, International
Executive Summary
2022 Business Strategy & Performance Highlights
Hologic had an exceptional year in fiscal 2022, driven by the strong performance of our Molecular Diagnostics and Surgical businesses, and our continued contributions to the fight against the COVID-19 pandemic.
We significantly exceeded our financial goals overall, although total revenue and EPS were down compared to fiscal 2021, as expected. Both decreases were driven primarily by lower COVID assay sales, and lower sales of capital equipment in our Breast Health division as a result of global semiconductor supply chain shortages. Total revenue decreased 13.7%, or 12.3% in constant currency, to $4.86 billion. GAAP diluted earnings per share (EPS) were $5.13, a decrease of 28.8% versus the prior year, while adjusted EPS were $6.02, down 28.4% compared to fiscal 2021.(1) Notably, our Molecular Diagnostics business grew 10.2%, excluding COVID-19 revenue on an organic, constant currency basis, and our Surgical business grew 8.3% in constant currency.
Cash flow continued to be strong in fiscal 2022. Operating cash flow was $2.13 billion, a decrease of 8.8% compared to fiscal 2021, yet remained significantly above pre-COVID levels. Similar to revenue and EPS, cash flow was lower compared to the prior year, driven by lower COVID assay revenue and lower capital equipment revenue in Breast Health. As a result of our robust cash flow, in fiscal 2022, we repurchased 7.7 million shares of our own stock for $542 million, reflecting great confidence in our future.
We believe Hologic is a much stronger company today than prior to the pandemic. Driven by growth in our core women’s health franchises, a significantly larger Panther installed base, international expansion, and strategic acquisitions completed over the past two years, we have more growth drivers across our business than ever before. As we look ahead, we expect each of our core franchises – Diagnostics, Breast and Skeletal Health, and Surgical, to produce low double-digit organic top line growth for fiscal 2023, excluding the impact of COVID-19. Further, with our strong cash flow, we plan to continue to prioritize tuck-in M&A opportunities and share repurchases.
Finally, our commitment to our Purpose, Passion and Promise remains at the center of all that we do at Hologic. Our dedication to helping more women, while strategically investing in our business to deliver innovative, life-changing technologies remains steadfast. These technologies power our perpetual cycle of reaching and helping more patients around the world, all while delivering value and strong financial results for our shareholders.
(1)
The definition of non-GAAP adjusted EPS as used as a performance measure in our Short-Term Incentive Plan and a reconciliation of non-GAAP adjusted EPS to GAAP EPS is provided in Annex A to this proxy statement.
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Diagnostics
Breast Health
Diagnostics revenue decreased 18.3% (16.8% in constant currency) to $3.02 billion, driven primarily by lower COVID assay sales as COVID testing declined from fiscal 2021.

As expected, as COVID testing declined, sales of our non-COVID testing menu returned. Both core-STI assays and newer assays, including our BV CV/TV vaginosis panel and virology menu, led the way. Rounding out Diagnostics, our ThinPrep cervical cancer test remains the leader in the U.S. liquid cytology market.

In Molecular Diagnostics, our Panther installed base is now nearly 3,250 Panthers strong, a significant increase compared to the 1,700 instruments installed in the field when we exited fiscal 2019.

With Panther, laboratory customers are leveraging our broad assay menu and consolidating their testing on our platform. Nearly 33% of our U.S. Diagnostics customers are running at least four assays and nearly 55% of new customers globally, those added after April 2020, are running at least two other assays in addition to COVID.

Finally, Biotheranostics, a 2021 acquisition and leader in molecular tests for breast and metastatic cancers, is adding strong top-line growth for the division, as planned.
Breast Health revenue declined 9.2% (8.1% in constant currency) to $1.23 billion, driven primarily by constrained mammography gantry supply.

As the COVID-19 pandemic forced shutdowns of communities, cities and countries, supply chains across the globe were severely impacted.

As well documented throughout 2022, the semiconductor chip industry was acutely impacted by both labor and material shortages, creating substantial supply chain disruptions.

These disruptions directly impacted our Breast Health business, ultimately causing a shortfall in the gantries available to supply to our customers. While demand for our gantries remained strong, due to constrained supply in fiscal 2022, we faced a revenue headwind of approximately $250 million.

As we look ahead to fiscal 2023, we expect the gantry supply headwind to gradually subside throughout the year, and the business to exit 2023 at normalized levels.
Surgical
International
GYN Surgical revenue grew 7.1% (8.3% in constant currency) to $523 million.

Our MyoSure procedure for hysteroscopic tissue removal and our NovaSure procedure for endometrial ablation continue to lead their respective categories and improve women’s lives worldwide. In fiscal 2022, Surgical sales growth was driven by both our MyoSure and our Fluent Fluid Management Systems.

In addition, our laparoscopic portfolio, including the Acessa radiofrequency ablation procedure and Bolder advanced energy vessel sealing tools, demonstrated strong signs of progress as access to physicians increased when COVID restrictions subsided. We expect these products to continue driving growth in fiscal 2023 and beyond.
International revenue, which includes sales from all our divisions, declined 19.4% (14.8% in constant currency) to $1.40 billion.

Similar to our worldwide results, the decline in International revenue was driven primarily by lower COVID assay sales and lower mammography gantry sales as a result of constrained supply.

Our strong COVID response, acquisitions, and social initiatives like the Hologic Global Women’s Health Index continue to act as a tailwind to our International business.

We remain excited about the international opportunity ahead. We are confident that our strong management teams, enhanced capabilities and elevated profile will power top-line growth and profitability for years to come.
 
 
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Leaning into our Passion, Purpose and Promise
During Mr. MacMillan’s tenure at Hologic, he has led the Company through a period of dramatic transformation and revitalization, continued market share gains and sustained revenue growth. Leaning in to our Passion, Purpose and Promise has led to consistent growth in our base businesses, directly impacted our stock performance and total shareholder return (TSR), as reflected below in particular over the last three fiscal years and since the appointment of Mr. MacMillan as CEO, and allowed us to make a bigger social impact on the world.

Fiscal 2022 Executive Compensation Highlights
In establishing the executive compensation program for fiscal 2022, the Compensation Committee continued to focus on pay for performance and competitive pay, with an emphasis on total direct compensation.
EMPHASIS ON PERFORMANCE-BASED TOTAL DIRECT COMPENSATION
The components of Total Direct Compensation (TDC) are Base Salary, Short-Term Incentives, Long-Term Incentives and Deferred Compensation Awards.
Short-Term Incentives take the form of annual cash bonuses under our Short-Term Incentive Plan (STIP), which are paid only if the Company achieves adjusted revenue and adjusted earnings per share (EPS) performance above a pre-determined threshold.
Long-Term Incentives take the form of equity awards which are granted under our Long-Term Equity Incentive Plan (LTIP) based on performance and, in the case of performance stock units (PSUs), vest only if the Company achieves return on invested capital (ROIC), relative total shareholder return (TSR), and/or adjusted free cash flow (FCF) above pre-determined thresholds.
Deferred Compensation takes the form of a cash award under our Deferred Compensation Plan (DCP) which vests over three years and is awarded based on Company performance under the STIP as well as individual performance.
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The charts below, which show the TDC of our CEO and our other NEOs for fiscal 2022, illustrate that a majority of NEO TDC is performance based (91.4% for our CEO and an average of 79.8% for our other NEOs). These charts include the full value of equity awards granted during fiscal 2022 and exclude the value of other benefits and perquisites.


PERFORMANCE MEASURES LINK TO STRATEGY
In setting performance measures for the incentive compensation plans, the Committee first considers the Company’s strategy, contemplating the Company’s long- and short-term goals and how those goals are measured.
As the Company has been focused on growth as well as efficient use of capital and creating value for stockholders, the Committee determined that using the measures of adjusted revenue, adjusted EPS and ROIC were appropriate for the incentive compensation plans. These are all non-GAAP measures that are used by management to facilitate its operational decision-making and provide key insights into the Company and management’s achievements. Additionally, the use of ROIC continues to be supported in discussions with stockholders. The Committee added the measure of relative TSR in fiscal 2017 to provide an external performance measure and link executive compensation directly to the creation of stockholder value. In fiscal 2020, the Committee added the measure of adjusted free cash flow (FCF). Adjusted FCF is an important metric for the Company as it seeks to continue to deploy capital efficiently with continued business development activity and share repurchases.
BALANCED APPROACH TO LONG-TERM INCENTIVES
The Committee takes a balanced approach to long-term incentives, and for fiscal 2022 annual grants:
Determined that long-term incentive awards for executive officers would continue to be allocated 50% to PSUs, 25% to RSUs and 25% to stock options, as in fiscal 2021.
Utilized relative TSR as well as ROIC and adjusted FCF as performance measures for PSUs awarded as long-term incentive compensation to provide a balanced approach with two absolute metrics (ROIC and adjusted FCF) and a relative metric (TSR).
Divided PSU grant values evenly between PSUs subject to ROIC, relative TSR and adjusted FCF measures.
Approved grants of stock options, RSUs, PSUs and Deferred Compensation Program (DCP) contributions in alignment with our compensation philosophy and program.
 
 
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PAY-FOR-PERFORMANCE ALIGNMENT
Goal Rigor
2022 STIP
 
Target
Maximum
Adjusted Revenue
Represents approximately 29.4% decrease over prior year adjusted revenue.
Represents approximately 8.6% growth over prior year adjusted revenue.
Adjusted EPS
Represents approximately 58.6% decrease over prior year adjusted EPS.
Represents approximately 5.3% decrease over prior year adjusted EPS.

Threshold adjusted revenue and adjusted EPS are generally set in line with prior year adjusted results, but fiscal year 2022 created unique difficulties as we had to factor in unpredictability regarding the future demand for SARS-CoV-2 tests to create challenging targets with maximum funding only occurring through exceptional results. The fiscal year 2022 adjusted revenue target represents an over 20% increase from the fiscal year 2020 adjusted revenue target and the fiscal year 2022 adjusted EPS target represents an over 37% increase from the fiscal year 2020 adjusted EPS target, with the fiscal year 2020 targets being the last STIP targets set prior to the COVID-19 pandemic. While fiscal year 2022 targets for adjusted revenue and adjusted EPS were lower in absolute terms compared to fiscal year 2021 results, this was due to an unprecedented year-over-year comparison, with fiscal year 2021 impacted by exceptional SARS-CoV-2-driven test revenue, which was expected to decrease in fiscal year 2022 as the COVID-19 pandemic evolved. The Compensation Committee determined that the adjusted revenue and adjusted EPS targets for fiscal year 2022 were appropriate in light of all these factors as well as macroeconomic factors, Company financial projections and the consensus view of investment analysts covering the Company. As shown in the “2022 Performance Objectives and Results” section on page 55 of this proxy statement, the maximum adjusted revenue represents over 50% performance above the target, while the maximum adjusted EPS represents over 128% performance above target, showing the exceptional results needed to achieve maximum funding (which was not achieved).
2022 PSU Awards
 
Target
Maximum
ROIC
Target was set at 13% in order to motivate management to grow the business and encourage meaningful business development investments. Average ROIC for the three-year period ending in fiscal 2022 was 24.45%.
Three-year average ROIC goal of 16%.
Relative TSR
Target requires relative TSR at 50th percentile.
95th percentile is required for maximum payout.
Adjusted Free Cash Flow
Three-year cumulative target adjusted FCF of $2,800M.
Three-year cumulative adjusted FCF of $5,000M.
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2022 COMPENSATION DECISIONS
Increased base salaries for NEOs, ranging from 3.5% to 21.1% (see “Fiscal 2022 Total Direct Compensation Elements in Detail — Base Salary” for additional information), including a 3.5% increase for Mr. MacMillan.
The funding of the 2022 STIP was based on the achievement of pre-determined adjusted revenue and adjusted EPS goals. The Company-wide STIP pool was funded at 150% in light of strong performance in our Diagnostics and Surgical Divisions and continued testing demand driven by of the COVID-19 pandemic. The STIP targets for adjusted revenue and adjusted EPS reflect challenging targets, with maximum funding occurring only through exceptional results, including extraordinary SARS-CoV-2 test demand and remarkable base business performance.
Increased fiscal 2022 LTIP grant values for all NEOs based on fiscal 2021 performance, anticipated future performance and market competitiveness of compensation, continuing to reward for performance and drive NEO retention.
Determined that long-term incentive awards for executive officers will continue to be allocated 50% to PSUs, 25% to RSUs and 25% to stock options, consistent with fiscal 2021.
For PSUs awarded as long-term incentive compensation, determined to continue utilizing relative TSR, ROIC and adjusted FCF as performance measures, with each measure weighted equally, to provide a balanced approach with two consistent absolute metrics (ROIC and adjusted FCF) and one relative metric (TSR), with a payout cap at 100% for negative TSR performance that otherwise warrants above-target funding. The ROIC PSUs for fiscal 2022 returned to a three-year measurement period, with the three-year cliff vesting period remaining consistent with awards in previous years, and the adjusted FCF PSUs shifted from a one-year to a three-year cumulative measurement period. The target and maximum for ROIC PSUs granted in fiscal year 2022 reflect challenging targets, that we believe continue to motivate management to grow the business and encourage meaningful business development investments, while also recognizing the unpredictability regarding future demand for SARS-CoV-2 tests and macroeconomic uncertainty. The maximum target for ROIC PSUs granted in fiscal year 2022 also represents an increase of 1% over the historical maximum target for ROIC PSUs granted in fiscal years 2019 and 2020, prior to the COVID-19 pandemic. The target and maximum for FCF PSUs granted in fiscal year 2022 reflect challenging targets, that we believe continue to motivate management to drive profitable growth with strong capital discipline, while also recognizing the unpredictability regarding future demand for SARS-CoV-2 tests and macroeconomic uncertainty.
Looking Ahead to Fiscal 2023
The Committee has made several decisions relating to executive pay for fiscal 2023, including:
Increased base salaries for NEOs, ranging from 4% to 8.3%. Mr. MacMillan’s increase is 4% consistent with the total 4% merit increase funding provided Company-wide and based on his leadership and contributions to strengthen the Company’s base businesses, expected future contributions and knowledge, and based on a comparative analysis of CEO compensation in our peer group and survey data.
Increased fiscal 2023 LTIP grant values for all NEOs based on fiscal 2022 performance, anticipated future performance and market competitiveness of compensation, continuing to reward for performance and drive NEO retention.
Determined that funding of the 2023 STIP will be based on the achievement of pre-determined adjusted revenue and adjusted EPS goals, consistent with fiscal 2022. The STIP targets for adjusted revenue and adjusted EPS reflect challenging targets, with maximum funding occurring only through exceptional results, including remarkable base business performance and continued strong SARS-CoV-2 test demand.
Determined that long-term incentive awards for executive officers will continue to be allocated 50% to PSUs, 25% to RSUs and 25% to stock options, as in fiscal 2022.
For PSUs awarded as long-term incentive compensation, determined to continue utilizing relative TSR, ROIC and adjusted FCF as performance measures over three years, to provide a balanced approach with two consistent absolute metrics (ROIC and adjusted FCF) and one relative metric (TSR), with a payout cap at 100% for negative TSR performance that otherwise warrants above-target funding. The weighting for PSUs for fiscal 2023 has been adjusted to increase the weight of adjusted FCF from 33% to 50% and set ROIC and TSR at 25% each. The greater emphasis on adjusted FCF promotes profitable growth with strong capital discipline in uncertain economic times and focuses performance on our ability to generate cash to fund capital initiatives such as making acquisitions and share repurchases, each of which has been in focus for us from a capital deployment standpoint.
 
 
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HOLOGIC, INC. 2023 Proxy Statement
“Say-on-Pay” and Stockholder Feedback
Our Compensation Committee continually evaluates the design and direction of our compensation structure and each year, we take into account the result of the “say-on-pay” vote cast by our stockholders. In recent years, following stockholder feedback, our say-on-pay vote results and issues raised by proxy advisory firms, we have taken a number of actions, including those described below, which we believe demonstrate our Board’s responsiveness and commitment to incorporating stockholder feedback as we review our governance and compensation structure. While say-on-pay is a key indicator of stockholder feedback, we also are committed to maintaining an open dialogue with our institutional investors and stockholders throughout the year. Similar to previous years, in the proxy “offseason”, we reach out to discuss business topics, seek feedback on our performance and address other matters of importance to our stockholders. Since our 2022 Annual Meeting, we have actively engaged with a number of our largest institutional investors specifically on governance issues, including by reaching out to our top 20 institutional investors, representing approximately 55% of our outstanding shares. We ultimately met with three of those top 20 institutional investors, with our General Counsel; Vice President, Investor Relations; Vice President, Corporate Secretary; and Senior Director, Investor Relations all participating in the meetings. To the extent requested by investors, directors also participate in these discussions.
Overall, our “offseason” meetings have been positive and productive with our stockholders communicating support for our compensation programs. Although we did not hear common themes, consistent suggestions or any areas of concern on compensation matters during this year’s annual stockholder outreach, we value all stockholder feedback we receive, and as in previous years, the management team provided detailed feedback on the meetings to our Lead Independent Director as well as to our Compensation Committee and Nominating and Corporate Governance Committee. Our Compensation Committee continues to regularly evaluate our executive compensation structure and assesses its effectiveness to ensure the design is incenting performance that is in the best interests of the Company as well as our stockholders and considers the varied perspectives as it continues to design and evolve our executive compensation program. The full Board is also updated on feedback received. Through this dialogue with investors, we received additional validation on the design of our executive compensation program and the compensation-related actions we continue to take to support our employees.
For additional context, see below for information about our discussions with investors on executive compensation matters in recent years.
Below is a summary of the feedback we received through our fall 2021 investor engagement program and how we responded.
By way of background, at our 2021 Annual Meeting of Stockholders, we saw a decline, compared to the prior year, in say-on-pay approval (69% approval). We believe the decrease was driven by one-year performance measurement periods on certain PSU awards granted in fiscal 2020 and fiscal 2021 and benefits offered to a former executive officer in connection with his retirement, as well as a special bonus awarded to the executive officer who spearheaded our exceptional COVID-19 pandemic response. Regarding the PSU awards, the ROIC and TSR performance measures prior to fiscal 2021 included a three-year performance period. In light of uncertainty resulting from the COVID-19 pandemic, we made a conscious decision for fiscal 2021 to change the ROIC performance period from three years to one year (with a three-year service requirement) and to keep the TSR performance period at three years. Our consistent practice has been not to adjust or change PSU performance measures following PSU grants, whether based on business results or outside impacts (such as a pandemic). To continue this practice, changing the ROIC performance period to one year for fiscal 2021 was, in our judgment, the right decision for management and our stockholders given the unknown impact from the COVID-19 pandemic. Our expectation was to revisit the ROIC performance period in future years and to return to the three-year period, as appropriate.

What We Heard
Our Response
The majority of investors we spoke with during our annual outreach viewed our one-year performance measurement periods on PSUs as their most significant area of concern surrounding our compensation program. Although they understood the temporarily shortened performance periods in response to the pandemic, they preferred we use multi-year performance periods.
In response to the concerns expressed regarding one-year performance measurement periods on PSUs, the PSU awards granted in November 2021 with respect to the 2022 fiscal year and future fiscal years contain three-year performance periods for all performance measures, and no PSU awards contain a one-year measurement period. All investors with whom we spoke, representing approximately 43% of our outstanding shares, supported the significant PSU design changes we made for fiscal year 2022, with investors commenting that they appreciated the responsiveness and the changes alleviated specific
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concerns they raised with us in connection with our say-on-pay vote at our 2021 Annual Meeting of Stockholders.
A limited number of our stockholders, but primarily proxy advisory firms, commented that they generally prefer relative TSR metrics that require above peer median performance for target payouts with a cap on payouts if absolute TSR is negative.
While the Compensation Committee evaluated setting the target to above median, the Compensation Committee decided to maintain our current target, but implement a payout cap at 100% for negative TSR performance that otherwise warrants above-target funding. In evaluating the relative TSR metric for our PSUs, the Compensation Committee noted that nearly all of our peer group with a relative TSR metric require performance at the median.
The majority of investors we spoke with did not raise concerns with our original approach in fiscal 2020 to the retirement benefits to our former executive officer and the special bonus to an executive officer. Generally, the investors who we spoke with appreciated that nothing about fiscal year 2020 was ordinary and that Hologic was faced with many unexpected challenges and through the guidance, adaptability and commitment of its leaders, was able to grow as a company. A few investors raised concerns or questions whether our fiscal year 2020 compensation practices reflected a policy change regarding the Board’s or the Compensation Committee’s view towards retirement benefits or special bonuses and would become routine.
We discussed with stockholders and included in our 2022 proxy statement that such retirement benefits, which recognized our former executive’s age, tenure and outstanding contributions to Hologic, and special bonus, which recognized the efforts of our executive officer who spearheaded our exceptional COVID-19 pandemic response, were extraordinary in nature and did not reflect a policy change, nor were we expecting to make them in the future. Following that discussion, the investors we spoke with did not raise additional specific concerns around our approach to retirement benefits and special bonuses, and they appeared satisfied with our approach. As noted, the discussion on those topics constituted a small portion of our outreach conversations because most investors did not initially raise concerns or questions on them. Further, as discussed below regarding our fall 2022 investor outreach, no investor raised any concerns regarding the fiscal year 2020 retirement benefits to our former executive officer or the special bonus to an executive officer.
Below is a summary of the feedback we received through our fall 2022 investor engagement program and how we responded.
At our 2022 Annual Meeting of Stockholders, we saw a small increase, compared to the prior year, in our say-on-pay vote approval to 70.47%. While say-on-pay is a key indicator of stockholder feedback, we were disappointed that we did not see a higher level of support for our say-on-pay vote approval at the 2022 Annual Meeting, since based on our discussions with our largest stockholders, we believed they continued to support our compensation program as it has evolved and did not express concerns of responsiveness following our say-on-pay vote at our 2021 Annual Meeting of Stockholders. That said, following the results of our say-on-pay vote approval at the 2022 Annual Meeting, we conducted a more extensive outreach initiative directed at our top 20 institutional investors, representing approximately 55% of our outstanding shares. We also had numerous conversations with stockholders and investment analysts as part of our normal investor relations activities. For this year the investors we reached out to indicated they were satisfied with our executive compensation program, did not have concerns they wished to share with us, or did not respond. For the three investors we spoke to as part of our annual outreach, they understood and supported our overall executive compensation program design and felt our stockholder outreach, the significant changes we made to our compensation program and the previous confirmation of our view on retirement benefits and special bonuses addressed any specific concerns they raised, along with historical proxy advisory firm areas of concern.
 
 
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HOLOGIC, INC. 2023 Proxy Statement

What We Heard
Our Response
Questions were raised by Institutional Shareholder Services, Inc. (“ISS”) about our Board’s responsiveness to our say-on-pay approval of 69% at our 2021 Annual Meeting of Stockholders.
In fall 2022, we conducted a more extensive outreach initiative directed at our top 20 institutional investors, representing approximately 55% of our outstanding shares. We also had numerous conversations with stockholders and investment analysts as part of our normal investor relations activities. Based on all of our discussions with our stockholders, they communicated support for our compensation program as it has evolved, did not express concerns of responsiveness and appreciated the significant changes we made to our compensation program to address all of the investor feedback we heard, along with certain historical ISS areas of concern.
Investors appreciated our continued use of three-year performance periods for each performance metric applicable to our PSU awards.
We value the feedback and reiterated that our Board understood the historical concerns expressed regarding one-year performance measurement periods on PSUs and for PSU awards granted starting in November 2021 with respect to the 2022 fiscal year and future fiscal years, ROIC, relative TSR and adjusted FCF are each measured over a three-year performance period, with no PSU awards containing a one-year measurement period.
One of our top five investors commented that: “they had no material concerns with our executive compensation program” and recognized the “positive changes” we made to our compensation program and were “supportive” of our executive compensation program.
We continue to believe that positive, two-way dialogue builds informed relationships that promote transparency and accountability and our Board continues to consider stockholder perspectives, as well as the interests of all stakeholders, when overseeing and formulating governance practices and designing compensation programs.
Based on our continued discussions with our largest stockholders, as described above, we believe they continue to endorse our annual compensation program as it has evolved, even in light of the results at the 2022 Annual Meeting. Our Compensation Committee regularly evaluates our executive compensation structure and assesses its effectiveness to ensure the design is incenting performance that is in the best interests of the Company as well as our stockholders.
Executive Compensation Best Practices
We have in place a number of industry-leading practices.

What We Do

What We Don’t Do
 Double-trigger for accelerated equity vesting upon a change
of control

 Golden parachute policy

 Compensation recoupment (clawback) policy

 Meaningful stock ownership guidelines for our CEO, non-employee directors and executive officers

 Robust annual review of compensation program elements, each NEO’s role and responsibilities, performance metrics, practices of companies in our peer group and survey data

 Independent compensation consultant

 Compensation Committee of all independent, non-employee directors

 Annual risk assessments
 No tax gross-ups on severance or change of control payments

 No hedging/pledging of Hologic stock

 No option repricing without stockholder approval

 No excessive perquisites for executives

 No excessive risk-taking in our compensation programs
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Compensation of Executive Officers
Our Compensation Philosophy
The ability to compete effectively in the markets within which we operate depends to a large extent on our success in identifying, recruiting, developing and retaining management talent. We also need to remain focused on creating sustainable long-term growth and stockholder value. To this end, the design of our executive compensation program and the decisions made by the Committee are guided by the following principles:
Pay for performance. We believe that our compensation programs should motivate high performance among our NEOs within an entrepreneurial, incentive-driven culture and that compensation levels should reflect the achievement of short- and long-term performance objectives.
Competitive pay. We aim to establish overall target compensation (compensation received when achieving expected results) that is competitive with that being offered to individuals holding comparable positions at other public companies with which we compete for business and talent.
Focus on total direct compensation. We seek to offer a total executive compensation package that best supports our leadership talent and business strategies. We use a mix of fixed and variable pay to support these objectives, as well as provide benefits and perquisites, where appropriate.
Principal Elements of Pay: Total Direct Compensation
Our compensation philosophy is supported by the following principal elements in our annual executive compensation program:
Element
Form
Purpose
Base Salary
Cash (fixed)
Provides a competitive level of pay that reflects the executive’s experience, role and responsibilities.
Short-Term Incentives
Cash (variable)
Rewards achievement of individual, business segment/function and/or overall corporate results for the most recently completed fiscal year.
Long-Term Incentives
Equity (variable)
Provides meaningful incentives for management to execute on longer-term financial and strategic growth goals that drive stockholder value creation and supports the Company’s retention strategy.
Deferred Compensation
Cash (variable)
Rewards achievement of corporate results and individual performance for the most recently completed fiscal year and also serves as a differentiating recruiting tool and retention mechanism.
 
 
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HOLOGIC, INC. 2023 Proxy Statement
Fiscal 2022 Total Direct Compensation Elements in Detail
BASE SALARY
Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. It is the minimum payment for a satisfactory level of individual performance as long as the executive remains employed with us. Base salary is set at the Committee’s discretion after taking into account the competitive landscape including the compensation practices of the companies in our selected peer groups (and, where appropriate, survey data from a broader index of comparable public companies), our business strategy, our short- and long-term performance goals and certain individual factors, such as position, salary history, individual performance and contribution, length of service with the Company and placement within the general base salary range offered to our NEOs.
The base salaries for our NEOs for fiscal 2022 were as follows:
 
Base Salaries of NEOs(1)
 
NEO
FY2022
Salary
($)
FY2021
Salary
($)
Percentage
Increase
(%)
Stephen P. MacMillan
1,130,972
1,092,727
3.5%
Karleen M. Oberton(2)
600,000
550,000
9.1 %
John M. Griffin
560,000
530,000
5.7 %
Kevin R. Thornal(3)
575,000
475,000
21.1 %
Jan Verstreken
579,330
545,000
6.3 %
(1)
Except as otherwise noted, reflects base salaries set at the beginning of the fiscal year indicated.
(2)
Ms. Oberton’s base salary adjustment reflected her strong performance and leadership, including driving capital allocation strategy and optimizing the International and Shared Services structure, while also bringing her base salary closer to the market median.
(3)
In addition to an adjustment at the beginning of fiscal 2022, Mr. Thornal’s base salary was subsequently adjusted in April 2022 to reflect his increased responsibility for global research and development as well as business development in Diagnostics, which is reflected herein.
Based on the Company’s financial performance in fiscal 2021, base salary increases ranged from 3.5% to 21.1%.
SHORT-TERM INCENTIVE PLAN
How the STIP Works
The STIP provides our NEOs the opportunity to earn a performance-based cash bonus based on the achievement of a combination of financial and non-financial corporate, divisional and/or individual goals.
1.
Establish Payout Opportunities. Targeted payout levels are expressed as a percentage of base salary and established for each participant. An individual’s bonus components are determined by such individual’s title and/or role. Bonus payouts could range from 0% to 200% of targeted payout levels (e.g., the maximum bonus payout for an individual with a targeted payout level of 50% of annual base salary would be 100% of annual base salary).
2.
Determine Financial Objectives. The corporate financial goals under the 2022 STIP were focused on the achievement of adjusted revenue and adjusted EPS performance objectives (for definition of adjusted revenue and adjusted EPS, see Annex A).
3.
Set Individual Performance Objectives. The 2022 STIP also provides for the assessment of performance based upon the achievement of individual performance objectives, which for some NEOs included divisional performance objectives, all of which were approved by the Committee.
4.
Calculate Funding Levels. The overall funding level of the STIP is generally determined based upon the Company’s performance against the established targets. Funding of the STIP is contingent upon achieving the threshold level for at least one of the two corporate performance objectives. If neither corporate performance objective threshold is met, there is no payout under the STIP.
5.
Approve Individual Awards. Individual bonus awards for NEOs were calculated based upon the targeted payout levels and achievement of corporate financial and individual performance objectives.
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Individual Bonus Opportunity Ranges(1)

(1)
Expressed as a percentage of base salary
2022 Performance Objectives and Results
The Committee believed the financial performance components of the 2022 STIP were achievable, but appropriately challenging, based on market climate and internal budgeting and forecasting. The following table outlines the threshold, target and maximum financial performance objectives for the 2022 STIP, as well as the results achieved:


Why Adjusted Revenue and Adjusted EPS?
ADJUSTED REVENUE. The Committee believes that organic growth, that is, revenue growth excluding the impact of changes in foreign exchange rates and current-year acquisitions and other transactions, is an important measure of management’s achievements in operating the Company’s core businesses during the year. Accordingly, the Committee utilizes adjusted revenue as a performance measure in the STIP.
Adjusted revenue, which is intended to reflect organic growth, is calculated on a constant currency basis using budgeted foreign currency exchange rates and, pursuant to the terms of our STIP, is also adjusted (i) to remove the effect of acquisitions or dispositions (including the discontinuance of a product or product line other than in the ordinary course of business) that are completed during the reporting period that materially affect the Company’s consolidated revenue; and (ii) to exclude any acquisition-related accounting or other effects that are excluded in the calculation of adjusted EPS. Revenue and net income that are adjusted to exclude the impact of these events are non-GAAP measures.
For fiscal 2022, adjusted revenue was calculated on a constant currency basis, using the fiscal 2022 budgeted foreign currency exchange rates, and excluding the impact of the Bolder acquisition. A reconciliation of our non-GAAP adjusted revenue to our GAAP revenue is provided in Annex A to this proxy statement.
ADJUSTED EPS. This metric is used by management to evaluate our historical operating results and as a comparison to competitors’ operating results. The Committee agrees with this approach and uses this non-GAAP measure as a performance measure in the STIP.
Adjusted EPS is calculated as set forth in Annex A. This financial measure adjusts for specified items that can be highly variable or difficult to predict, as well as certain effects of acquisitions and dispositions that may not necessarily be indicative of operational performance. A reconciliation of our non-GAAP adjusted EPS to our GAAP EPS is provided in Annex A to this proxy statement.
 
 
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How We Establish Adjusted Revenue and Adjusted EPS Goals
In setting the adjusted revenue and adjusted EPS goals for our 2022 STIP, the Committee considered the Company’s historical performance as well as the market climate and internal budgeting and forecasting. For the 2022 STIP, adjusted revenue at target represents approximately 29.4% decrease over the prior year adjusted revenue, while adjusted revenue at maximum represents approximately 8.6% growth over prior year adjusted revenue. Adjusted EPS at target represents approximately a 58.6% decrease compared to the prior year adjusted EPS, while adjusted EPS at maximum represents approximately a 5.3% decrease compared to the prior year adjusted EPS. While fiscal year 2022 targets for adjusted revenue and adjusted EPS were lower in absolute terms compared to fiscal year 2021 results, this was due to an unprecedented year-over-year comparison, with fiscal year 2021 impacted by exceptional SARS-CoV-2-driven test revenue. The Compensation Committee determined that the adjusted revenue and adjusted EPS targets for fiscal year 2022 were appropriate in light of all these factors as well as macroeconomic factors, Company financial projections and the consensus view of investment analysts covering the Company. As shown in the chart above, the maximum adjusted revenue represents over 50% performance above the target, while the maximum adjusted EPS represents over 128% performance above target, showing the exceptional results needed to achieve maximum funding (which was not achieved). Threshold adjusted revenue and adjusted EPS are generally set in line with prior year adjusted results, but we also factor in unpredictability regarding the future demand for SARS-CoV-2 tests and the continuing strong demand for SARS-CoV-2 tests to create challenging targets, with maximum funding only occurring through exceptional results.
2022 STIP Awards
For fiscal 2022, the Company’s adjusted revenue performance was 146% of target and adjusted EPS was 157% of target. With adjusted revenue weighted 60% and adjusted EPS weighted 40%, these performance results yield a payout at 150% of target. Individual bonus awards for NEOs were then calculated based on this overall funding level as well as the targeted payout levels and individual performance objectives for each NEO, as discussed in more detail below.
Individual performance objectives reflected the top priorities for our NEOs and were aligned with the top risks identified in our annual enterprise risk management process, including driving global growth, strengthening the pipeline for 2023 and beyond and succession planning and talent development. Messrs. Thornal’s and Verstreken’s individual performance objectives also included revenue growth performance for their respective divisions.
MR. MACMILLAN

Fiscal 2022 STIP Awards

Based on the Company’s financial performance as well as an assessment of Mr. MacMillan’s individual performance for fiscal 2022, Mr. MacMillan was awarded a total bonus amount of $2,544,687, which represents 150% of his overall target amount.

Performance Objectives and Outcomes
Mr. MacMillan’s individual performance objectives were designed to reward the achievement of the following goals:
Performance Goals
Fiscal 2022 Performance Outcomes
Driving global growth and recovery by accelerating base business recovery, scaling up the supply chain and optimizing the global operating model.
 Continued exceptional leadership through uncertain times, with base businesses emerging poised for growth.
 Drove very strong financial results in fiscal 2022, which exceeded goals.
 Leveraged strength of business to focus on our role to globally help more women.
Strengthening the product pipeline for 2023 and beyond by accelerating acquisitions, executing successful integrations and identifying a pipeline of product launches.
 Bolstered placement of Panther molecular diagnostic instruments worldwide, seeing strong core-STI assays and newer assay use and strengthened and expanded the International business.
 Continued focus on executing integration plans to drive growth and broaden the Company’s product portfolio and offerings.
Focusing on succession planning and talent development by continuing to develop potential successors for key leadership positions.
 Continued emphasis on leadership development of potential successors and key management roles, and building an inclusive ethos which values diversity.
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HOLOGIC, INC. 2023 Proxy Statement
MS. OBERTON

Fiscal 2022 STIP Awards

Based on the Company’s financial performance as well as an assessment of Ms. Oberton’s individual performance for fiscal 2022, Ms. Oberton was awarded a total bonus amount of $675,000, which represents 150% of her overall target amount.

Performance Objectives and Outcomes
Ms. Oberton’s individual performance objectives were designed to reward the achievement of the following goals:
Performance Goals
Fiscal 2022 Performance Outcomes
Driving global growth and accelerating recovery by providing strategic partnership to support scale up of supply chain, global services and network optimization, as well as optimizing corporate solutions.
 Drove capital allocation strategy with continued acquisitions and share repurchases while maintaining a net leverage ratio under 1x.
 Partnered with supply chain and business to define a plan for multi-year network optimization.
 Delivered on fiscal 2022 global service initiatives measurement objectives.
Strengthening the product pipeline for 2023 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.
 Supported robust research and development investments to drive organic revenue growth.
 Delivered financial support to help realize cost synergies assumed in deal models and drive for 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.
 Continued to develop internal candidates for key roles.
 Increased talent pipeline as measured by increase in number of potential successors for critical positions.



 
 
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HOLOGIC, INC. 2023 Proxy Statement
MR. GRIFFIN

Fiscal 2022 STIP Awards

Based on the Company’s financial performance as well as an assessment of Mr. Griffin’s individual performance for fiscal 2022, Mr. Griffin was awarded a total bonus amount of $630,000, which represents 150% of his overall target amount.

Performance Objectives and Outcomes
Mr. Griffin’s individual performance objectives were designed to reward the achievement of the following goals:
Performance Goals
Fiscal 2022 Performance Outcomes
Driving global growth by aligning and allocating legal resources to support growth across all regions and franchises.
 The legal, business development and integration teams focused on the most important priorities to accelerate revenue growth.
 Partnered with supply chain and divisional leaders to manage operations through uncertain/evolving times.
Strengthening the product pipeline for 2023 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 identified transactions and continued to expand business development pipeline.
 Continued executing integration plans in Integration Management Office partnering with divisions/regions.
 Aligned intellectual property and other legal resources with critical pipeline programs.
Focusing on succession planning and talent development by developing potential successors, updating and assessing succession plans for direct reports and retaining key talent.
 Provided key experiences and refined development plans for potential successors.
 Refined development plans for all attorneys and professionals.
 Hired and integrated for open roles, including a key commercial role.
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HOLOGIC, INC. 2023 Proxy Statement
MR. THORNAL

Fiscal 2022 STIP Awards

Based on the Company’s financial performance as well as an assessment of Mr. Thornal’s individual performance for fiscal 2022, Mr. Thornal was awarded a total bonus amount of $646,875, which represents 150% of his overall target amount.

Performance Objectives and Outcomes
Mr. Thornal’s individual performance objectives were designed to reward the achievement of the following goals:
Performance Goals
Fiscal 2022 Performance Outcomes
Driving global growth by solidifying Hologic’s role in SARS-CoV-2 testing, accelerating the growth of the base Diagnostics Division and delivering on acquisition deal models and integration.
 Exceeded growth targets with strong placement of our Panther instruments.
 Strong progress on the integration of acquisitions, including Biotheranostics and its lab expansion to drive further growth.
 Partnered to grow international Diagnostics’ revenue.
Strengthening the pipeline for 2023 and beyond by completing launch of in-process research and development and rebuilding acquisition target list in strategic priority areas.
 Launched COVID/Flu Multiplex, and in process for additional assay launches.
 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.


 
 
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HOLOGIC, INC. 2023 Proxy Statement
MR. VERSTREKEN

Fiscal 2022 STIP Awards

Based on the Company’s financial performance as well as an assessment of Mr. Verstreken’s individual performance for fiscal 2022, Mr. Verstreken was awarded a total bonus amount of $602,473, which represents 150% of his overall target amount.

Performance Objectives and Outcomes
Mr. Verstreken’s individual performance objectives were designed to reward the achievement of the following goals:
Performance Goals
Fiscal 2022 Performance Outcomes
Driving global growth by maximizing Hologic’s role in SARS-CoV-2 testing, accelerating the growth of the International base Diagnostics Division and delivering on acquisition deal models and integration.
 Exceeded growth targets with focus on base business.
 Focused on integration of acquisition deal model value drivers.
 Drove growth with strong placement of our Panther instruments internationally.