Christopher Simon
HAEMONETICSAbout Christopher Simon
Christopher A. Simon is President and Chief Executive Officer of Haemonetics and has served on the Board since September 2016; he is 61, holds a BS in Economics from Wharton and an MBA from Harvard Business School, and previously was a Senior Partner at McKinsey leading the Global Medical Products Practice . Under his leadership, fiscal 2025 delivered GAAP revenue of $1.361 billion (+4.0% reported; +1.4% organic), adjusted EPS of $4.57 (+15.4% YoY), free cash flow of $144.6 million (+23.3% YoY), and adjusted operating margin of 24.0% (+290 bps YoY), though one-year TSR was negative and three-year TSR was flat-to-down versus indices . The Board has determined Simon is not independent; Haemonetics maintains an independent Board Chair, separate from the CEO role, with regular executive sessions each quarter .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; led Global Medical Products Practice | 1993–2016 | Strategy leadership for global med-tech; led Haemonetics strategy review in 2015 |
| Baxter Healthcare Corporation | Commercial roles | Not disclosed | Commercial operating experience in healthcare |
| U.S. Army | Infantry Officer, Korea, 1st Ranger Battalion | Not disclosed | Leadership and discipline foundations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sotera Health Company | Director (public company board) | Not disclosed | Industry adjacency (sterilization) and governance experience |
| AdvaMed | Director | Not disclosed | Policy/industry advocacy network |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $1,012,885 | $1,088,469 | $1,100,000 |
| Target Bonus (% of Salary) | Not disclosed | 125% | 125% |
| Actual Annual Bonus Paid ($) | $2,200,000 | $2,447,500 | $1,131,625 |
Notes:
- FY2025 corporate bonus pool funded at 82.3% of target for corporate NEOs; Simon’s payout aligned with pool funding .
Performance Compensation
FY2025 Short-Term Incentive Plan (STIP)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Metric Payout |
|---|---|---|---|---|---|---|
| Adjusted Revenue ($mm) | 60% | $1,326.4 | $1,396.2 | $1,466.0 | $1,363.8 | 76.8% |
| Adjusted EPS ($) | 40% | $4.14 | $4.60 | $5.06 | $4.52 | 90.5% |
| Total Payout (% of Target) | — | — | — | — | — | 82.3% |
Design features:
- Metrics weighted 60% Adjusted Revenue, 40% Adjusted EPS, reflecting growth and profitability priorities .
- Revenue results exclude above-plan CSL North America disposables and divestiture impacts, consistent with plan design .
Long-Term Incentive (LTI) Mix and PSU Structure (FY2025 grants)
- CEO LTI allocation: 60% PSUs, 20% RSUs, 20% stock options, increasing performance-orientation via PSUs .
- PSU metric: 3-year rTSR vs S&P MidCap 400 components; payout 0–200% of target with negative TSR cap at 100% .
PSU outcomes in FY2025 (awards with performance periods ending FY2025):
| Performance Period | NEO Recipients | Metric | Threshold | Target | Maximum | Result | Payout (% of Target) |
|---|---|---|---|---|---|---|---|
| May 18, 2021 – May 17, 2024 | Basil, Simon, Strong | rTSR | 30th pct | 51st pct | 80th pct | 80th pct | 200% |
| Jul 13, 2021 – Jul 12, 2024 | Strong | rTSR | 30th pct | 51st pct | 80th pct | 73rd pct | 176% |
Grant sizes FY2025:
| Grant Value Awarded ($) | FY 2024 | FY 2025 |
|---|---|---|
| Christopher A. Simon | $6,500,000 | $7,000,000 |
FY2025 equity grants detail (grant date 5/17/2024):
| Instrument | Quantity | Option Exercise Price ($/sh) | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs (target) | 43,873 | — | Included in $8,426,642 total equity fair value |
| RSUs | 14,624 | — | Included in $8,426,642 total equity fair value |
| Options | 32,140 | $95.73 | $1,399,974 |
Equity Ownership & Alignment
- Beneficial ownership: 575,914 shares, equal to 1.19% of outstanding as of May 27, 2025 .
- Options exercisable within 60 days (as of 5/27/2025): 284,543 .
- Ownership guidelines: CEO required to hold 5x base salary; status “Compliant” .
- Hedging/pledging: Prohibited for directors/officers under Securities Trading Policy .
- Insider activity: FY2025 option exercises 104,516 shares ($4,780,562 value realized) and stock vesting 128,904 shares ($12,338,543) indicate meaningful scheduled equity conversions; policy imposes trading windows and pre-clearance .
Outstanding unvested equity at FY2025 year-end (closing price $63.19 on 3/28/2025):
| Category | Quantity | Market/Payout Value ($) |
|---|---|---|
| Unvested RSUs (multiple grants) | 6,629; 13,021; 12,150; 14,624 | $418,887; $822,797; $767,759; $924,091 respectively |
| Unearned PSUs (target) | 52,083; 36,451; 43,873 | $3,291,125; $2,303,339; $2,772,335 respectively |
Employment Terms
- Employment agreement: Auto-renewing annually; specifies base salary, target variable comp; eligible for annual equity grants; includes reimbursement provisions at hire (expired) .
- Severance agreement (non-CIC): 2x salary over 24 months for CEO; pro-rated annual bonus; benefits continuation; outplacement; 280G “best net” cutback (no excise tax gross-up) .
- Change-in-control (double-trigger): Lump sum 2.99x salary + target bonus; 36 months benefits; accelerated vesting (time-based full; performance-based pro rata/greater-of formulas) .
- Potential payments (as of 3/29/2025):
- Involuntary termination without cause (non-CIC): $2,200,000 cash; plus $15,000 other benefits .
- Double-trigger CIC termination: $7,400,250 cash; $71,723 benefits; $8,816,912 equity; $15,000 other; total $16,303,885 .
- Clawbacks: Governance Principles clawback for misconduct/restatement plus Dodd-Frank compliant recovery policy; both incorporated into STIP and equity awards .
Board Governance (Simon as Director)
- Board service: Director since 2016; not independent; no committee membership; other eight directors independent; independent Chair (Ellen M. Zane) .
- Committees: Audit, Compensation, Governance & Compliance, Technology—composed solely of independent directors; clear delineation of oversight .
- Meetings and executive sessions: FY2025 Board met 7 times; independent directors held executive sessions at each regular quarterly meeting .
- Director compensation: CEO receives no additional director compensation; non-employee director program disclosed separately .
Compensation & Pay-for-Performance Context
Summary Compensation Table (total direct pay components)
| Component ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $1,012,885 | $1,088,469 | $1,100,000 |
| Stock Awards (RSUs/PSUs fair value) | $5,924,933 | $6,320,923 | $7,026,668 |
| Option Awards (fair value) | $1,499,980 | $1,624,959 | $1,399,974 |
| Non-Equity Incentive (STIP) | $2,200,000 | $2,447,500 | $1,131,625 |
| All Other Compensation | $48,597 | $63,262 | $64,221 |
| Total | $10,686,395 | $11,545,113 | $10,722,488 |
Program design highlights:
- CEO variable pay ~88% of target total compensation; annual grants timed post-earnings and Form 10-K to avoid MNPI issues .
- Strong governance practices: meaningful stock ownership guidelines; double-trigger CIC; robust clawbacks; no excise tax gross-up .
Company Performance Reference Points (FY2025)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue (GAAP, $bn) | $1.309 | $1.361 |
| Adjusted EPS ($) | $3.96 | $4.57 |
| Free Cash Flow ($mm) | $117.3 | $144.6 |
| Adjusted Operating Margin (%) | 21.1% | 24.0% |
| One-Year TSR (CAPIQ $100 basis) | $84.55 | $62.60 |
Say-on-pay and shareholder feedback:
- 2024 say-on-pay approval ~97%; >94% approval in each of last ten years; investor feedback led to adding FCF to FY2026 STIP and 3-year average organic revenue to FY2026 PSU metrics .
Equity Ownership & Alignment Details
- Security Ownership table confirms Simon’s beneficial stake and options exercisable within 60 days; directors and officers are largely compliant with ownership guidelines .
- Equity Compensation Plans capacity and dilution management highlighted; RSUs/PSUs reduce reserve at tiered ratios; ESPP participation noted (Simon participated FY2025) .
Compensation Peer Group (Benchmarking risk context)
- FY2025 peer group includes Avanos, Azenta, Bio-Rad, Bio-Techne, Bruker, CONMED, Globus Medical, ICU Medical, Insulet, Integra LifeSciences, LivaNova, Masimo, Merit Medical, QuidelOrtho, Revvity, Veradigm; Haemonetics positioned ~40–55th percentile on size metrics (revenue, market cap-to-revenue) .
- FY2026 peer group adds Teleflex; removes Veradigm post-delisting .
- Philosophy references median market data without strict targeting at median; Pearl Meyer engaged as independent consultant; independence assessed .
Related Party Transactions and Risk Indicators
- No related party transactions reportable under Item 404(a) in FY2025; policy requires Audit Committee review for any related person transactions >$120,000 .
- Trading policy prohibits pledging/hedging; no option repricing without shareholder approval; compensation risk assessment concluded programs are not likely to have a material adverse effect .
Investment Implications
- Alignment: High proportion of performance-based equity (60% PSU for CEO) and strong ownership/clawback policies support long-horizon incentives; CEO is compliant with 5x salary ownership guideline, and hedging/pledging is prohibited, reducing misalignment risk .
- Payout sensitivity: FY2025 STIP funded at 82.3% amid macro challenges; PSUs paid at 200% for the 2021–2024 cycle on rTSR—investors should monitor addition of FCF and organic revenue metrics in FY2026 to improve linkage to fundamental value creation beyond relative TSR .
- Overhang and selling pressure: FY2025 saw sizable option exercises and vesting value realization by Simon; while policy-governed windows limit opportunism, continued monitoring of Form 4 activity and PSU cycles is advisable for near-term supply dynamics .
- Governance buffer: Independent Chair, independent committees, robust pay practices (e.g., double-trigger CIC, no excise tax gross-up) mitigate classic CEO/director dual-role concerns; Simon’s board role lacks committee influence, preserving independence in oversight .
- Performance trajectory: Fundamental metrics improved (adjusted margin, EPS, FCF) despite negative one-year TSR; the FY2026 compensation design changes indicate responsiveness to investor feedback, a positive governance signal for prospective returns .