Claire Pomeroy
HAEMONETICSAbout Claire Pomeroy
Claire Pomeroy, M.D., is an independent director of Haemonetics, serving since April 2019. She is President of the Albert and Mary Lasker Foundation and is a distinguished infectious disease expert with broad leadership experience in health system administration, healthcare delivery, medical research, and public health. Age 70, she currently chairs Haemonetics’ Technology Committee and serves on the Compensation Committee . The Board has determined she is independent under SEC and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UC Davis School of Medicine / UC Davis Health System | Dean; Vice Chancellor | Not disclosed (prior to 2013) | Led academic medicine and health system operations |
| Becton, Dickinson and Company | Director | Resigned March 2022 | Board service ended in connection with joining Embecta’s board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albert and Mary Lasker Foundation | President; Director | Since 2013 | Oversees support for medical research; governance leadership |
| Embecta Corp. | Director (public company) | Since March 2022 | Board member; public company oversight |
| Center for Women in Academic Medicine and Science | Chair | Not disclosed | Advocacy and leadership in academic medicine |
| Sierra Health Foundation; Science Philanthropy Alliance; Science Communication Lab; Geisinger Commonwealth School of Medicine; Research!America; Morehouse School of Medicine | Director | Not disclosed | Non-profit/academic governance roles |
Board Governance
- Committee assignments: Compensation Committee member; Technology Committee Chair .
- Independence: Board determined all directors except the CEO were independent in fiscal 2025 .
- Attendance: The Board held 7 meetings (4 regular, 3 special) in fiscal 2025; each director attended at least 75% of the Board and applicable committee meetings. All directors at the time attended the 2024 Annual Meeting .
- Executive sessions: Independent directors held executive sessions at each regular quarterly meeting; chaired by Ellen M. Zane (Board Chair) .
- Service limits: Directors generally limited to four other public company boards; audit committee service limits enforced. Compliance affirmed for fiscal 2025 .
- Governance practices: Independent Chair, annual elections, regular evaluations including peer review, majority voting, right to call special meetings, no poison pill .
- Say-on-pay: 97% approval in 2024; ≥94% approval each of the last ten years, with active shareholder outreach led by Board Chair and Compensation Chair .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-Chair) | $55,000 | Standard Board retainer |
| Board meeting retainer | $10,000 (covers up to 8 meetings) | Additional live meetings $2,000; telephonic $750 |
| Committee chair retainer | Technology Chair: $10,000 | Audit Chair $20,000; Compensation Chair $15,000; Governance & Compliance Chair $10,000 |
| Committee meeting fees | Technology Committee member: $6,000 (up to 8 mtgs/yr) | Audit members $12,000 (up to 12 mtgs); Compensation members $9,000 (up to 8 mtgs); Governance & Compliance members $6,000 (up to 8 mtgs) |
| Equity grant | ~$200,000 in RSUs annually | RSUs vest on 1st anniversary of grant; directors elected off-cycle receive prorated awards |
| Director (FY2025) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Claire Pomeroy | $90,000 | $199,954 | $289,954 |
| FY2025 RSU Grant Detail | Grant Date | Units | Grant-date Fair Value |
|---|---|---|---|
| Annual Director RSU | July 25, 2024 | 2,207 | $199,954 |
| Unvested Director RSUs at 3/29/2025 | Units |
|---|---|
| Claire Pomeroy | 2,207 |
Performance Compensation
Directors receive time-based RSUs; no director-specific performance metrics are disclosed. As a Compensation Committee member, Pomeroy oversees executive pay-for-performance design and outcomes:
| 2025 Bonus Plan – Executive (Non-BU) Metrics | Weight | Threshold | Target | Max | Result | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted Revenue ($mm) | 60% | 1,326.4 | 1,396.2 | 1,466.0 | 1,363.8 | 76.8% |
| Adjusted EPS ($) | 40% | 4.14 | 4.60 | 5.06 | 4.52 | 90.5% |
| Overall funding (Executives) | — | — | — | — | — | 82.3% |
| 2025 Bonus Plan – Business Unit Leaders | Weight | Threshold | Target | Max | Result | Payout vs Target |
|---|---|---|---|---|---|---|
| Plasma & Blood Center Revenue ($mm) – Galvin | 60% | 764.5 | 804.7 | 845.3 | 798.0 | 91.7% |
| Adjusted Operating Income ($mm) – Galvin & Strong | 40% | 298.8 | 332.0 | 365.2 | 326.6 | 91.8% |
| Hospital Revenue ($mm) – Strong | 60% | 571.4 | 601.5 | 631.5 | 565.8 | 0.0% |
PSU design: Three-year rTSR vs S&P MidCap 400, 0–200% payout; negative TSR caps payout at 100% . FY2025 PSU outcomes for legacy grants ranged from 176% to 200% of target .
Other Directorships & Interlocks
- Current: Embecta Corp. (public company) .
- Prior: Becton, Dickinson and Company; resigned March 2022 upon joining Embecta’s board .
- Interlocks: No Compensation Committee interlocks; none of Haemonetics’ executive officers served on the boards/comp committees of entities with executives serving on Haemonetics’ Board/Compensation Committee in FY2025 .
- Related-party transactions: Company reports no transactions requiring Item 404(a) disclosure since the beginning of FY2025; policies/procedures were followed .
Expertise & Qualifications
- Infectious diseases; global health services; health policy; medical innovation .
- Technology oversight: Chairs Technology Committee (R&D pipeline, IP strategy, product quality/safety/cybersecurity) .
- Broader governance profile: Extensive non-profit/academic board roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Claire Pomeroy | 14,179 | <1% | Determined per SEC rules; includes shares vesting within 60 days |
- Director stock ownership guideline: 5x annual cash retainer for non-employee directors; Compensation Committee reports directors are compliant as of FY2025 year-end .
- Unvested RSUs: 2,207 at FY2025 year-end .
- Hedging/pledging: Prohibited under Securities Trading Policy; strong governance practice cited .
- Section 16 filings: All directors/officers timely filed in FY2025 .
Governance Assessment
- Board effectiveness: Pomeroy anchors clinical/scientific rigor as Technology Committee Chair, aligning innovation agenda with strategy and overseeing R&D competitiveness, quality, and cybersecurity—key risk areas for a medtech company . Independence and active committee service support robust oversight .
- Pay-for-performance oversight: As a Compensation Committee member, she helped maintain performance-linked pay structures (Adjusted Revenue/EPS; BU revenue/Adjusted Op Income) with capped bonus pools and rigorous PSU rTSR design, consistent with strong shareholder support (97% say-on-pay in 2024; ≥94% for ten years) .
- Alignment: Director compensation mix balances cash and time-based equity; RSU vesting over one year with meaningful ownership guidelines and compliance signal alignment and skin-in-the-game without excessive risk-taking .
- Conflicts/related-party exposure: No related-party transactions reported; Compensation Committee interlocks absent; hedging/pledging prohibited—reducing conflict and misalignment risk .
- Attendance/engagement: Board/committee cadence was active (Board: 7 meetings; Technology: 4) with minimum attendance thresholds met by all directors; regular executive sessions enhance independent oversight .
- Red flags: None disclosed regarding related-party transactions, interlocks, delinquent filings, or hedging/pledging. Note the company’s one-year TSR decline in FY2025 amidst macro challenges, though PSU payouts reflect three-year rTSR performance; continued monitoring of pay outcomes vs TSR trajectory is warranted .