Frank Chan
HAEMONETICSAbout Frank Chan
Frank W. Chan, age 55, joined Haemonetics as Executive Vice President and Chief Operating Officer on April 7, 2025, overseeing R&D, regulatory, global manufacturing, and supply chain, reporting to the CEO . He holds a B.Eng. in medical engineering from Concordia University and M.Eng. and Ph.D. in biomedical engineering from McGill University; prior roles include President of Medtronic’s Acute Care & Monitoring (2015–2025) and leadership positions at Covidien (2011–2015) and DePuy Orthopaedics . Company performance context for pay-for-performance: FY2025 revenue was $1.361B (+4% reported, +1.4% organic), adjusted EPS $4.57 (+15.4%), free cash flow $144.6M (+23.3%), and adjusted operating margin 24.0% (+290 bps); one-year TSR declined to about $74 from $100, and three-year TSR decreased to ~$99 vs. $100 baseline, informing incentive calibration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medtronic plc | President, Acute Care & Monitoring; prior commercial/operational/technical leadership roles | 2015–2025 | Led global airway management, patient monitoring, connected care portfolio; drove product innovation and growth |
| Covidien plc | Leadership positions across R&D and medical affairs | 2011–2015 | Cross-functional leadership advancing development and medical affairs capabilities |
External Roles
No public-company board or external governance roles disclosed for Chan.
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $550,000 annually, effective on joining (Apr 7, 2025) |
| Target Annual Bonus | 80% of base salary under FY2026 short‑term incentive plan; payout based on company financial metrics and individual performance |
| Long‑Term Incentive (LTI) Target | $1,600,000 equity award target value under FY2026 LTI program, subject to Compensation Committee approval |
| Sign‑On Bonus | $350,000 paid after first 60 days; $300,000 repayable if voluntary termination or termination for cause within first 12 months; $150,000 repayable if voluntary termination or termination for cause between months 12–24 |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY2026 Short‑Term Incentive | Adjusted revenue, adjusted EPS; Committee added free cash flow to FY2026 program | Not disclosed | Not disclosed | N/A (FY2026) | Tied to company metric attainment and individual performance | Cash, annually |
| FY2026 PSUs | rTSR vs S&P MidCap 400 components over 3 years; Committee added 3‑year average annual organic revenue growth as additional PSU metric | rTSR payout curve: 0–200% of target; negative TSR caps at 100% | Not disclosed | N/A | 0–200% of target based on rTSR and added growth metric | Cliff at end of 3‑year period (May 17, 2024–May 16, 2027 example cadence; design continues) |
| RSUs | Time-based | N/A | N/A | N/A | N/A | 3-year ratable vesting (1/3 annually) |
| Stock Options | Time-based | N/A | N/A | N/A | N/A | 4-year ratable vesting (25% annually); exercise price equals closing price on grant date |
Notes:
- FY2025 incentive mechanics for NEOs used adjusted revenue and adjusted EPS (60%/40%) or business unit revenue and adjusted operating income (60%/40%); FY2026 added free cash flow (weighting not disclosed) .
- PSU rTSR methodology and payout curve disclosed; addition of 3-year average organic revenue growth target begins in FY2026 .
Equity Ownership & Alignment
- Beneficial ownership for Chan not disclosed in the FY2025 proxy’s ownership table (as he joined in April 2025 and was not a FY2025 NEO) .
- Company prohibits hedging or pledging of Haemonetics stock under the Securities Trading Policy; strong ownership culture via share ownership guidelines for directors and NEOs (CEO 5x salary; other NEOs 2x salary) with compliance tracked annually; guidelines inform alignment expectations as executives enter NEO status .
- Equity plan structure: outstanding company-wide RSUs and PSUs have no exercise price; options priced at grant-date close; shares available for future issuance under the 2019 LTIP and ESPP disclosed, indicating capacity for alignment awards .
Employment Terms
| Provision | Term |
|---|---|
| Start Date | April 7, 2025; role: EVP & COO |
| Agreements | Standard executive severance, change‑in‑control (CIC), and indemnification agreements; terms consistent with NEO framework |
| Severance (non‑CIC) | If terminated without cause: cash equal to 1x base salary over 12 months; company portion of medical/dental premiums for 12 months; pro‑rated annual bonus based on actual company performance; up to 12 months outplacement; Section 280G cut‑back/best‑net of tax if applicable; benefits cease upon violation of confidentiality, non‑compete, non‑solicit |
| Change‑in‑Control (double trigger) | If termination without cause or resignation for good reason within two years post‑CIC: lump‑sum 2x (salary + target bonus); 24x company portion of medical/dental/life/disability premiums; up to 12 months outplacement; immediate vesting of time‑based equity; pro‑rata vesting for performance‑based awards per more favorable award terms; 280G cut‑back/best‑net of tax; benefits cease upon violation of confidentiality, non‑compete, non‑solicit |
| Equity Award CIC Terms | Options/RSUs immediately vest on qualifying double‑trigger; PSUs vest based on greater of performance through CIC date or pro‑rata target; continued eligibility for pro‑rata target upon death, disability, qualifying retirement |
| Clawbacks | Governance Principles clawback for misconduct leading to restatement or material Code of Conduct violation; Dodd‑Frank compliant clawback policy applies to STI and LTI awards; non‑duplicative recovery |
| Non‑Compete/Non‑Solicit | Customary covenants embedded in severance and CIC agreements |
Performance & Track Record
- Prior leadership: Chan led Medtronic’s Acute Care & Monitoring global portfolio and previously held R&D and medical affairs roles at Covidien; career includes program management at DePuy Orthopaedics, indicating strong operational and technical orientation .
- Company FY2025 context for his operations remit: Hospital organic revenue +12%; Plasma organic revenue −6% amid temporary collection pullback and CSL transition; divested Whole Blood to focus on higher-margin growth; balance sheet strengthened (convertible notes, credit facility); share repurchases to offset dilution .
- Pay-versus-performance discipline is supported by shareholders: say‑on‑pay ~97% approval at 2024 meeting; FY2026 program enhancements add free cash flow (STI) and 3‑year organic revenue growth (PSU) alongside rTSR .
Related Party Transactions and Risk Indicators
- No related party transactions requiring disclosure since the beginning of FY2025 .
- Governance protections: no tax gross‑ups for excise taxes in CIC, no option repricing without shareholder approval, no hedging or pledging, meaningful ownership guidelines, annual compensation risk assessment concluded programs are not reasonably likely to create material adverse risk .
Compensation Peer Group (Benchmarking context)
- Committee uses medical technology peers to calibrate competitiveness; FY2026 peer group includes Avanos, Bruker, Insulet, Merit Medical, CONMED, Integra, QuidelOrtho, Revvity, Globus Medical, LivaNova, Bio‑Rad, ICU Medical, Masimo, Teleflex; Haemonetics sits near 35–40th percentile on revenue/market cap/ratio, ~25th on employees, informing award sizing and mix .
Investment Implications
- Incentive alignment: high at‑risk mix (80% bonus target; $1.6M LTI) tethered to rTSR and added cash/organic growth metrics should link Chan’s upside to shareholder outcomes; clawbacks and ownership norms mitigate agency risk .
- Retention and potential selling pressure: time‑based RSUs (3‑yr) and options (4‑yr) promote retention; absence of hedging/pledging reduces misalignment; watch FY2026 Form 4s for initial grants and vesting calendars to assess potential periodic supply from vests .
- Change‑in‑control economics: double‑trigger 2x salary+bonus and equity acceleration are market standard—supports continuity without excessive golden parachute risk; disciplined severance (1x salary, pro‑rated bonus) outside CIC lowers financial leakage .
- Execution risk: COO mandate spans R&D and operations amid plasma market normalization and China headwinds; success on Hospital innovation and supply chain efficiency will be key levers for FY2026 FCF and organic growth targets embedded in incentives .