Diane Bryant
HAEMONETICSAbout Diane M. Bryant
Diane M. Bryant (age 63) is an independent director of Haemonetics Corporation, appointed in August 2023. She is former Chairman and Chief Executive Officer of NovaSignal Corp. (June 2020–July 2023), previously Chief Operating Officer of Google Cloud (Dec 2017–July 2018), and spent 32 years at Intel, culminating as Group President of the Data Center Group. She holds a B.S. in electrical engineering from UC Davis and completed Stanford’s Executive Program; she was named to Fortune’s 50 Most Powerful Women in Business in 2015 and 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NovaSignal Corp. | Chairman & CEO | Jun 2020–Jul 2023 | Led brain health medtech/data; strategic growth through acquisition exit |
| Google Cloud | Chief Operating Officer | Dec 2017–Jul 2018 | Operational leadership at scale; enterprise cloud execution |
| Intel Corporation | Group President, Data Center Group (among multiple roles over 32 years) | ~1985–2017 | Led global data center platforms; technology innovation and enterprise risk management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadcom Inc. | Director | Current | Public company board experience; technology and cybersecurity oversight |
| University of California, Davis | Chair, Chancellor’s Board of Advisors | Current | Academic governance and strategic counsel |
| Celestial AI (private) | Director | Current | Emerging AI hardware; technology advisory |
| United Technologies Corporation | Director | Jan 2017–Apr 2020 (ended upon Raytheon merger) | Large-cap industrial board service |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined all directors except the CEO were independent; all standing committees consist solely of independent directors . |
| Haemonetics Committees (Current) | Compensation Committee member; Technology Committee member . |
| Committee Chairs | Not a chair; Compensation chaired by Robert Abernathy; Technology chaired by Claire Pomeroy . |
| Attendance | Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting . |
| Executive Sessions | Independent directors held executive sessions at each regular quarterly Board meeting; presided by the independent Board Chair . |
| 2025 Meeting Counts | Board: 7 (4 regular, 3 special); Audit: 9; Compensation: 5; Governance & Compliance: 4; Technology: 4 . |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| FY2025 Cash Fees (Bryant) | $80,000 | As reported for fiscal year ended Mar 29, 2025 . |
| Annual Board Retainer | $55,000 | Non-employee directors . |
| Board Meeting Retainer | $10,000 (covers up to 8 meetings); then $2,000 per additional live meeting; $750 per additional telephonic meeting | Applies to all directors except Board Chair (who receives a separate retainer) . |
| Committee Chair Retainers | Audit: $20,000; Compensation: $15,000; Governance & Compliance: $10,000; Technology: $10,000 | Role-based . |
| Committee Meeting Fees | Audit: $12,000 (up to 12 meetings); Compensation: $9,000 (up to 8); Governance & Compliance: $6,000 (up to 8); Technology: $6,000 (up to 8) | Member attendance fees . |
| Board Chair Retainer | $250,000 in lieu of standard fees | For Board Chair . |
Performance Compensation
| Component | Amount/Structure | Vesting/Performance |
|---|---|---|
| FY2025 Stock Awards (Bryant) | $199,954 | Annual RSU grant; RSUs vest on first anniversary of grant . |
| FY2024 Stock Awards (Bryant) | $199,984 | Annual RSU grant; RSUs vest on first anniversary of grant . |
| Annual Director Equity | Approx. $200,000 in RSUs | Time-based vesting; no director performance metrics disclosed . |
Director RSUs are time-based; no PSUs or performance-based equity for non-employee directors are disclosed in Haemonetics’ director compensation program .
Director Compensation (History)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $52,609 | $80,000 |
| Stock Awards ($) | $199,984 | $199,954 |
| Total ($) | $252,593 | $279,954 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Board(s) | Broadcom Inc. . |
| Interlocks/Conflicts | None reported; Compensation Committee disclosed no interlocks or insider participation among members (including Bryant) in FY2025 . |
| Related Party Transactions | Company reported no transactions requiring disclosure under Item 404(a) since the beginning of FY2025; policy mandates Audit Committee review of any such items . |
Expertise & Qualifications
- Technology and innovation, cybersecurity, software/cloud, enterprise risk management, and business development expertise .
- Recognized industry leader (Fortune’s 50 Most Powerful Women, 2015 and 2016) .
- Senior operating experience at global technology organizations (Intel, Google Cloud) .
Equity Ownership
| Item | Details |
|---|---|
| Total Beneficial Ownership | 4,433 shares; <1% of outstanding . |
| Unvested RSUs (as of FY2025 year-end) | 2,207 RSUs . |
| Ownership Guidelines | Non-employee directors: 5x annual cash retainer; Compensation Committee reports directors are compliant . |
| Hedging/Pledging | Prohibited by Company policy (no hedging/pledging of Haemonetics stock) . |
Insider Trades
| Date | Filing/Type | Security | Quantity | Notes |
|---|---|---|---|---|
| Jul 25, 2025 | Form 4 | RSUs | Notional RSU grant; vest 100% on first anniversary | Company portal/EDGAR confirm RSUs with one-year vesting . |
| Jul 24, 2025 | Aggregator record | RSUs | 2,693 | Aggregated insider log; indicative of annual director grant . |
Company’s Securities Trading Policy prohibits hedging and pledging; no pledges disclosed for directors .
Shareholder Voting Signals
| Proposal/Person | For | Withhold/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Director Election – Diane M. Bryant | 43,568,258 | 287,059 | — | 1,757,724 |
| 2024 Director Election – Diane M. Bryant | 47,637,507 | 195,190 | — | 1,079,553 |
| 2025 Say-on-Pay | 43,016,961 | 585,626 | 252,730 | 1,757,724 |
| 2024 Say-on-Pay | 46,230,466 | 1,460,004 | 142,227 | 1,079,553 |
| 10-Year Trend (proxy disclosure) | Over 94% approval | — | — | — |
| 2024 Proxy Highlight | ~97% say-on-pay approval | — | — | — |
Haemonetics disclosed over 94% say-on-pay approval in each of the last ten years, with ~97% approval at the 2024 meeting .
Governance Assessment
- Committee assignments position Bryant on key oversight bodies: Compensation (executive pay design, risk assessment) and Technology (R&D pipeline oversight, cybersecurity, quality) – reinforcing board effectiveness in both human capital and innovation governance .
- Strong investor support: very high “For” votes for Bryant’s election in 2024 and 2025; robust say-on-pay approvals signal alignment with shareholder expectations .
- Independence and attendance: Board affirms independence and that each director met minimum attendance thresholds; independent-only committees and quarterly executive sessions support robust oversight .
- Compensation and ownership alignment: Director pay mix blends modest cash with time-based RSUs; ownership guidelines require 5x retainer and are reported compliant; hedging/pledging prohibited, mitigating misalignment risk .
- Conflicts and related-party exposure: No related party transactions requiring disclosure in FY2025; Compensation Committee interlocks report no insider participation – low conflict risk .
RED FLAGS: None identified in filings—no related-party transactions, no hedging/pledging, high shareholder support, and independence affirmed .