HAEMONETICS CORP
For the period ended Mar 30, 2024. Filed Jun 7, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 30, 2024 · Filed Jun 7, 2024
Contents
Proxy Statement Summary
This summary highlights selected information in this proxy statement (this "Proxy Statement"), which is being furnished in connection with the solicitation of proxies by Haemonetics Corporation for use at the 2024 Annual Meeting of Shareholders. Please review this entire Proxy Statement before voting. References in this Proxy Statement to "Haemonetics," the "Company," "we," "us" or "our" refer to Haemonetics Corporation.
Voting Roadmap
2024 ANNUAL MEETING OF SHAREHOLDERS
| Date and Time: | Thursday, July 25, 2024 at 8:00 A.M., Eastern Time |
|---|---|
| Place: | Haemonetics Corporation125 Summer StreetBoston, MA 02110 |
| Commence Mail Date: | On or about June 10, 2024 |
| Record Date: | May 22, 2024 |
MEETING AGENDA AND VOTING RECOMMENDATIONS
| Voting Items | Board Recommendation | For Further Information | |||
| 1 | Election of nine director nominees named in this Proxy Statement for one-year terms expiring at the 2025 Annual Meeting of Shareholders | FOR each director nominee | Page 9 | ||
| 2 | Approval, on an advisory basis, of our named executive officers’ compensation | FOR | Page 19 | ||
| 3 | Ratification of our independent registered public accounting firm for fiscal 2025 | FOR | Page 49 |
HOW TO VOTE
| ONLINE | BY PHONE | BY MAIL | IN PERSON |
|---|---|---|---|
| Go to www.envisionreports.com/HAE and enter the 15-digit control number provided on your proxy card or voting instruction form. | If you received a paper copy of your proxy materials by mail, call the number on your proxy card or voting instruction form. You will need the 15-digit control number provided on your proxy card or voting instruction form. | If you received a paper copy of your proxy materials by mail, complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope. | See the instructions beginning on page 55 regarding how to attend and vote in person at the meeting. |
HAEMONETICS CORPORATION | 2024 Proxy Statement 3
Performance Highlights
Haemonetics is a global healthcare company dedicated to providing a suite of innovative medical products and solutions for customers, to help them improve patient care and reduce the cost of healthcare. Our technology addresses important medical markets: blood and plasma component collection, the surgical suite and hospital transfusion services. We view our operations and manage our business in three principal reporting segments: Plasma, Blood Center and Hospital. The Company's common stock trades on the New York Stock Exchange ("NYSE") under the symbol "HAE."
Fiscal 2024 was a positive year for Haemonetics, as we experienced continued strong demand for our products and delivered for customers despite a challenging and uncertain macroeconomic environment. Throughout fiscal 2024, we advanced our market leadership and portfolio evolution by investing selectively, acquiring attractive new products and rationalizing non-strategic assets while continuing to meet strong demand for our products. In Plasma, we strengthened our reputation by overcoming hurdles to support all of our customers through consecutive years of unprecedented growth, rolled out Persona® and NexLynk DMS® software upgrades and introduced our new Express® Plus technology. In Hospital, we delivered our third consecutive year of high-teens organic revenue growth and took steps to accelerate inorganic growth with our acquisitions of OpSens Inc. and Attune Medical (the latter of which closed in early fiscal 2025). Through strategic portfolio rationalization initiatives and a heightened focus on global apheresis, we also took steps to improve the margin profile and durable contribution of our Blood Center business. Additionally, we continued our pursuit of improved productivity, delivering further Operational Excellence Program savings and embedding these skills in the fabric of our organization. Midway through our long-range plan targeting transformational growth, diversification and sustainability in our business, Haemonetics remains on track to deliver increased value to our customers and our shareholders.
For further discussion of our fiscal 2024 business highlights and how our fiscal 2024 performance affected our Named Executive Officers' compensation, please see our Compensation Discussion and Analysis beginning on page 22. For additional information on our fiscal 2024 financial results please see our Annual Report on Form 10-K for the fiscal year ended March 30, 2024.
Governance Highlights
In August 2023, the Board elected Diane M. Bryant as a director following the retirement of Catherine M. Burzik. The following "Governance Highlights" are for the nine Board members nominated for re-election at our 2024 Annual Meeting of Shareholders, including Ms. Bryant, all of whom (with the exception of Christopher A. Simon, our President and Chief Executive Officer) are independent.
BOARD COMPOSITION SNAPSHOT
| DIRECTOR TENURE | AVERAGE DIRECTOR AGE | ||||||
|---|---|---|---|---|---|---|---|
| 0-3 years | 3-7 years | 7+ years | 67.1 years | ||||
| 2 Directors | 4 Directors | 3 Directors | |||||
| DIRECTOR DIVERSITY(SELF-IDENTIFIED) | AVERAGE DIRECTOR TENURE | ||||||
| 6.9 years | |||||||
| Gender Diversity | Racial/Ethnic Diversity | U.S. Military Veterans | |||||
| 3 Directors | 1 Director | 2 Directors | |||||
| INDEPENDENCE | |||||||
| Independent | |||||||
| 8 Directors (including Board Chair) | |||||||
| Bryant | Pomeroy | Zane | Johnson | Johnson | Simon | ||
4 HAEMONETICS CORPORATION | 2024 Proxy Statement
BOARD MEMBERS
| Name and Principal Professional Experience | Age | DirectorSince | Independent | Committee Membership |
|---|---|---|---|---|
| DIRECTOR NOMINEES | ||||
| Christopher A. SimonPresident and Chief Executive Officer, Haemonetics | 60 | 2016 | N/A | |
| Robert E. AbernathyRetired Chairman and Chief Executive Officer, Halyard Health, Inc. | 69 | 2017 | ü | Compensation Governance and Compliance |
| Diane M. BryantFormer Chairman and Chief Executive Officer, NovaSignal Corp. | 62 | 2023 | ü | CompensationTechnology |
| Michael J. CoyleFormer President and Chief Executive Officer, iRhythm Technologies, Inc. | 62 | 2020 | ü | AuditTechnology |
| Charles J. DockendorffRetired Executive Vice President and Chief Financial Officer,Covidien plc | 69 | 2014 | ü | Audit Governance and Compliance |
| Lloyd E. JohnsonRetired Global Managing Director, Finance and Internal Audit, Accenture Corporation | 70 | 2021 | ü | AuditGovernance and Compliance |
| Mark W. Kroll, Ph.D.Retired Senior Executive Officer, St. Jude Medical, Inc. | 71 | 2006 | ü | CompensationTechnology |
| Claire Pomeroy, M.D., M.B.A.President, Albert and Mary Lasker Foundation | 69 | 2019 | ü | CompensationTechnology |
| Ellen M. Zane (Board Chair)CEO Emeritus of Tufts Medical Center | 72 | 2018 | ü | Governance and Compliance |
Committee Chair
INDEPENDENT DIRECTOR QUALIFICATIONS
As discussed below under “Board Composition and the Director Nomination Process” (beginning on page 9), the Governance and Compliance Committee is responsible for reviewing and assessing the appropriate skills, experience and backgrounds that should be reflected in the composition of the Board. The experience, expertise and diversity represented by the Board as a collective body allow the Board to lead Haemonetics in a manner that serves its shareholders’ interests appropriately. The Governance and Compliance Committee believes that the independent directors on our Board have an effective mix of experience, qualifications, attributes and skills that are important to our business, which include:
CEO or direct profit and
loss accountability
Accountability for medical affairs or
relevant clinical or R&D activities
Responsibility for product development,
innovation and technology
Responsibility or accountability
for enterprise risk management
Other public company
board experience
Responsibility for
operational effectiveness
Experience in financial
compliance and reporting
Responsibility for corporate
strategic planning or major output
Mergers and acquisitions experience
HAEMONETICS CORPORATION | 2024 Proxy Statement 5
BOARD REFRESHMENT
The Board does not endorse arbitrary term limits for director service, nor does it believe in automatic re-nomination until directors reach a mandatory retirement age. The Board and each committee of the Board conduct an annual self-evaluation of their performance, which is an important determinant for Board refreshment. Director feedback solicited from the formal self-evaluation process is discussed during Board and committee meetings and, where appropriate, addressed with management. The Board's annual self-evaluation process also includes an individual Board member peer review component. The director peer review process was facilitated by our Board Chair in fiscal 2024 with feedback provided to each individual director.
As provided in the Company’s Principles of Corporate Governance, directors generally will not be nominated for re-election at any annual meeting of shareholders following their 75th birthday. To further promote refreshment, and as an alternative to term limits, the Principles of Corporate Governance also provide that the Board will seek to maintain anaverage tenure of ten years or less for its independent Board members as a group (see "Board Composition Snapshot" on page 4 for the current average tenure of our independent Board members). The Board maintains discretion in each case to waive these guidelines for a director if it deems such waiver to be in the best interests of the Company.
How We Think About Board Refreshment
BEST PRACTICES
We are committed to high standards in corporate governance and creating a corporate governance environment that supports the long-term success of our Company. Our governance practices include the following:
| BOARD PRACTICES | SHAREHOLDER PRACTICES |
|---|---|
| ü Independent Board Chair and directors (other than CEO)ü Committees consist solely of independent directorsü Annual election of directors ü Regular executive sessions of independent directorsü Board oversight of risk management and compliance ü Annual Board and standing committee evaluations, including individual Board member peer review ü Guidelines to promote refreshment, including age 75 retirement and average director tenure of ten years or less | ü Transparent and active shareholder engagement (outreach to over 52% of shares outstanding in each of last six years) ü Annual say-on-pay advisory vote, with over 94% approval in each of the last nine yearsü Majority voting provisions in Charter and By-Lawsü Shareholder right to call special meetingsü Director resignation policy if a director does not obtain a majority of the votes cast in an uncontested election ü No shareholder rights plan (i.e., a "poison pill") |
| OTHER BEST PRACTICES | |
| ü Maintain strong executive compensation governance and pay practices (see "Strong Governance and Pay Practices" beginning on page 25) | |
6 HAEMONETICS CORPORATION | 2024 Proxy Statement
SHAREHOLDER OUTREACH
The Company is committed to transparent and active engagement with its shareholders. On an ongoing basis, members of senior management meet with shareholders to discuss the Company's business fundamentals, performance and long-term outlook. Our Board also proactively engages with shareholders on governance and executive compensation matters and other topics of shareholder interest. During the fall and winter of fiscal 2024, our Board Chair (who also Chairs our Governance and Compliance Committee) and our Compensation Committee Chair offered meetings to shareholders that collectively held nearly 58% of our shares outstanding. Together with members of our Legal and Investor Relations teams, these Board members met in the fourth quarter of fiscal 2024 with shareholders representing nearly 35% of shares outstanding to discuss, among other things, Haemonetics' corporate strategy and performance, board diversity and refreshment, executive compensation, corporate responsibility and other governance matters. Details of shareholder feedback are discussed throughout this Proxy Statement.
For information on how to contact our Board please see "Communications with the Board of Directors" on page 14.
CORPORATE RESPONSIBILITY
At Haemonetics, our corporate responsibility programs and practices inform our corporate strategy and support our Purpose as we strive to drive greater possibilities and meaningfully advance healthcare. How we do this work is equally important.
We are committed to taking the necessary steps across all parts of our business to ensure the long-term health and success of our Company, our colleagues, our customers and our communities. Haemonetics’ corporate responsibility framework augments our corporate strategy by proactively identifying and managing the environmental, social and governance, or ESG, risks and opportunities relevant to our Company and those we serve across four sustainability pillars, as represented in the graphic below:
For more information, please see our 2022 Corporate Responsibility Report available on our website at www.haemonetics.com. We currently expect to publish our next Corporate Responsibility report in spring 2025. The 2022 Corporate Responsibility Report and other information on our website are not incorporated by reference into, and do not form any part of, this Proxy Statement.
HAEMONETICS CORPORATION | 2024 Proxy Statement 7
Performance Highlights
ELEMENTS OF TOTAL COMPENSATION
When setting compensation for our Named Executive Officers, or NEOs, the Compensation Committee focuses on total direct compensation. Total direct compensation includes three major components – base salary, annual short-term incentive compensation and annual long-term incentive compensation – all of which are designed to work together to drive a complementary set of behaviors and outcomes. The following chart illustrates, for fiscal 2024, the target annual compensation mix among the three elements of direct compensation for our Chief Executive Officer and, on average, for our other NEOs. For more information, see "Target Annual Compensation Mix" on page 29.
(1)Long-term incentive compensation reflects grant value of fiscal 2024 annual long-term incentive awards granted to our Named Executive Officers. For more information, see "Individual Fiscal 2024 Long-Term Incentive Awards" beginning on page 33.
Cautionary Note Regarding Forward-Looking Statements
Any statements contained in this Proxy Statement that do not describe historical facts may constitute forward-looking statements. Forward-looking statements in this Proxy Statement may include, without limitation, statements regarding (i) plans and objectives of management for operations of the Company, including plans or objectives related to the development and commercialization of, and regulatory approvals related to, the Company’s products and plans or objectives related to the Operational Excellence Program and portfolio rationalization initiatives; (ii) estimates or projections of financial results, financial condition, capital expenditures, capital structure or other financial items, including with respect to the Company's share repurchase program; (iii) the impact of inflationary pressures in our global manufacturing and supply chain; and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences. Factors that may cause actual results to differ materially from those contemplated by the statements in this Proxy Statement can be found in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended March 30, 2024 under the headings "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" and in our other filings with the Securities and Exchange Commission ("SEC"). The Company does not undertake to update these forward-looking statements.
This Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be statements of management's future expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts.
8 HAEMONETICS CORPORATION | 2024 Proxy Statement
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