Ellen Zane
HAEMONETICSAbout Ellen M. Zane
Ellen M. Zane, age 73, is the independent Board Chair of Haemonetics Corporation and Chair of the Governance and Compliance Committee. She joined the Board in January 2018 and has served as Board Chair since August 2021. Zane is CEO Emeritus of Tufts Medical Center (President & CEO, 2004–2011) and previously served as Network President at Partners HealthCare (now Mass General Brigham) prior to 2004. She also serves on the public company boards of Boston Scientific Corporation and Synchrony Financial.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haemonetics Corporation | Independent Director | 2018–present | Board Chair since Aug 2021; Governance & Compliance Chair |
| Tufts Medical Center | President & CEO; CEO Emeritus | 2004–2011 (CEO); Emeritus thereafter | Led major academic medical center |
| Partners HealthCare (Mass General Brigham) | Network President | Pre-2004 | Academic hospital network leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific Corporation | Director | Current | Not disclosed here |
| Synchrony Financial | Director | Current | Not disclosed here |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Zane is independent under SEC/NYSE standards |
| Board Chair | Independent Chair; presides at all Board and shareholder meetings; facilitates information flow; separate from CEO role |
| Committee Assignments | Governance & Compliance Committee (Chair) |
| Committee Composition | All standing committees consist solely of independent directors |
| Meeting Attendance | Each director attended at least 75% of Board and committee meetings in FY2025 |
| Meeting Counts FY2025 | Board: 7; Audit: 9; Compensation: 5; Governance & Compliance: 4; Technology: 4 |
| Executive Sessions | Held at each regular quarterly meeting; Zane presided over all executive sessions |
| Shareholder Engagement | Zane (as Board Chair) and Comp Committee Chair offered meetings to holders of ~53% of shares; met with holders of >21% in Q4 FY2025 |
| Say-on-Pay Signal | ~97% approval at 2024 meeting; >94% approval for last ten years |
| Service Limits | Directors capped at four other public boards; all directors in compliance; Zane within limits |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Chair cash retainer (FY2025) | $250,000 | In lieu of standard director retainer and meeting fees |
| Committee Chair cash retainer (policy) | $10,000 | Governance & Compliance Chair retainer per policy (policy detail; individual total for Zane shown below) |
| Committee meeting fees (policy) | $6,000–$12,000 | Varies by committee and meeting count per policy |
| FY2025 Cash Fees – Ellen M. Zane | $250,000 | Reported fees earned/paid in cash |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Annual RSU grant | July 25, 2024 | 2,207 RSUs | 100% vest on first anniversary of grant | $199,954 |
| Outstanding unvested RSUs at FY2025 end | As of Mar 29, 2025 | 2,207 RSUs | Unvested | — |
Director equity is time-based RSUs; no performance-based (PSU) or options are disclosed for non-employee directors in FY2025 tables.
Other Directorships & Interlocks
| Company | Sector | Relationship to HAE | Potential Interlocks/Conflicts |
|---|---|---|---|
| Boston Scientific Corporation | Medical devices | Large medtech peer | No related-party transactions reported by HAE in FY2025 |
| Synchrony Financial | Financial services | Unrelated | No related-party transactions reported by HAE in FY2025 |
- Board and committee service limitation policy helps mitigate overboarding risk; directors (including Zane) are in compliance.
- Audit Committee reviews related party transactions under formal policy; none required reporting since the beginning of FY2025.
Expertise & Qualifications
- Healthcare leadership: CEO of Tufts Medical Center; senior network leadership at Partners HealthCare/Mass General Brigham.
- Governance leadership: Board Chair; Governance & Compliance Committee Chair overseeing compliance, corporate governance principles, ESG reporting, and director education.
- CEO performance oversight: Board Chair gathers input, assesses CEO performance, and reviews with Compensation Committee.
Equity Ownership
| Item | Amount/Status | Date/Context |
|---|---|---|
| Beneficially owned common shares | 16,680 | As of May 27, 2025 (record date) |
| Percent of shares outstanding | <1% | 48,041,228 shares outstanding; directors shown as “*” less than 1% |
| Unvested RSUs | 2,207 | As of Mar 29, 2025 |
| Hedging/Pledging | Prohibited for directors under Securities Trading Policy | FY2025 proxy statement |
| Stock ownership guidelines (directors) | 5x annual cash retainer (non-chair); Board Chair: 2x non-employee director dollar threshold; status: Compliant | Measured as of FY2025 end |
Compensation Committee Analysis (Signals)
- Independent consultant: Pearl Meyer advised on peer group and FY2026 compensation design.
- Peer group positioning: HAE below 50th percentile on revenue and market cap vs peers; compensation design adjusted accordingly.
- Shareholder feedback integrated: Added free cash flow to FY2026 STI metrics; added 3-year average organic revenue growth to PSU metrics alongside rTSR.
Governance Assessment
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Strengths:
- Independent Board Chair since 2011; Zane presides over executive sessions, reinforcing independent oversight.
- Clear committee leadership and independence; Governance & Compliance chaired by Zane with robust compliance oversight and ESG reporting cadence.
- Strong shareholder engagement led by Board Chair; sustained high say-on-pay approval indicates investor alignment.
- Director stock ownership guidelines with verified compliance; hedging/pledging prohibited.
-
Potential Risks/RED FLAGS:
- Multiple external boards increase time demands; HAE policy caps at four other boards and confirms compliance.
- Interlocks with large medtech (Boston Scientific) warrant routine related-party review; HAE reports no related-party transactions in FY2025.
- Attendance disclosure is threshold-based (≥75%); while acceptable, it lacks director-specific rates—ongoing monitoring advisable.
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Overall investor confidence implications:
- Independent chair structure, active engagement, and stringent trading/ownership policies support board effectiveness and alignment.
- No reported conflicts, strong compliance culture, and responsive compensation governance reduce governance risk.