James D'Arecca
HAEMONETICSAbout James D'Arecca
James C. D’Arecca, age 54, is Executive Vice President and Chief Financial Officer of Haemonetics, having joined in April 2022; he holds a B.S. in Accounting from Rutgers University, an MBA from Columbia University, and is a Certified Public Accountant . Company performance in fiscal 2025 included GAAP revenue of $1.361 billion (+4.0% reported, +1.4% organic), adjusted EPS of $4.57 (+15.4% y/y), free cash flow of $144.6 million (+23.3% y/y), and adjusted operating margin of 24.0% (+290 bps y/y) . Over fiscal 2025, a $100 investment in HAE declined to ~$74; over fiscal 2023–2025, a $100 investment declined to ~$99, underscoring rTSR sensitivity that informs PSU outcomes . Strategic finance actions during FY25 included issuing $700M of 2.5% convertible notes due 2029, refinancing with a five-year $1B credit facility, and completing $225M of share repurchases .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TherapeuticsMD, Inc. | Chief Financial Officer | Jun 2020–Apr 2022 | Public company CFO experience in women’s health; transitioned to HAE CFO |
| Allergan plc (f/k/a Actavis plc) | SVP & Chief Accounting Officer | Aug 2013–May 2020 | Led global accounting through large-scale transactions (merger into AbbVie), controls and reporting |
| Bausch & Lomb | Chief Accounting Officer | Not disclosed | Senior accounting leadership at major medtech/pharma brand |
| Merck & Co., Inc.; Schering-Plough | Finance and business development roles | Not disclosed | Broad big-pharma finance and BD skill set |
| PricewaterhouseCoopers LLP | Audit (pharma/medtech/CPG focus) | 1992–2005 | Foundation in audit/controls across regulated industries |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Prestige Consumer Healthcare, Inc. | Director | Current | Public company board service complements CFO perspective |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $525,000 | $548,213 | $575,582 (paid) |
| Base salary setting ($) | — | — | $580,000 (Committee-set FY25 base) |
| Target Bonus (% of Salary) | — | 75% | 80% |
| Actual Bonus Paid ($) | $770,192 | $735,919 | $381,872 |
Summary compensation detail:
| Component ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards | $1,386,179 | $1,458,507 | $1,563,677 |
| Option Awards | $574,980 | $374,975 | $424,958 |
| Non-Equity Incentive Plan (Bonus) | $770,192 | $735,919 | $381,872 |
| All Other Compensation | $108,299 | $28,445 | $29,580 |
| Total | $3,764,650 | $3,146,059 | $2,975,669 |
Performance Compensation
Annual cash incentive design (corporate executives, including CFO) tied to Adjusted Revenue (60%) and Adjusted EPS (40%), with threshold/target/maximum ranges; FY25 achievement was 76.8% for Adjusted Revenue and 90.5% for Adjusted EPS, resulting in 82.3% of target funding for corporate executives .
| Metric | Weighting | Threshold | Target | Maximum | FY25 Achievement | Payout Impact |
|---|---|---|---|---|---|---|
| Adjusted Revenue | 60% | $1,326.4M | $1,396.2M | $1,466.0M | $1,363.8M (76.8% of target) | Contributed to 82.3% pool |
| Adjusted EPS | 40% | $4.14 | $4.60 | $5.06 | $4.52 (90.5% of target) | Contributed to 82.3% pool |
| Total Pool Funding (Corporate) | — | — | — | Cap 200% | 82.3% of target | CFO actual payout $381,872 |
Long-term equity award design: PSUs (rTSR vs S&P MidCap 400, 3-year; 0–200% payout; negative TSR cap at 100%), stock options (4-year ratable), RSUs (3-year ratable) . FY25 PSU awards retained rTSR-only metric; PSU grants ending in FY25 paid at 176%–200% of target depending on cycle .
Equity Ownership & Alignment
- Beneficial ownership: 33,725 shares; less than 1% of outstanding .
- Stock ownership guidelines: Other NEOs must hold 2x base salary; status “Compliant or within 5-year grace period” .
- Hedging/pledging prohibited under Securities Trading Policy .
- Clawback policies apply to short-term and long-term awards (Governance Principles and Dodd-Frank 10D-compliant policy) .
Outstanding equity detail at FY25 year-end:
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| Stock Options (5/2/2022) | 6,914 | 6,914 | $50.83 | 5/2/2029 | 25% annually from first anniversary |
| Stock Options (5/16/2022) | 5,581 | 5,582 | $57.60 | 5/16/2029 | 25% annually |
| Stock Options (5/15/2023) | 2,375 | 7,127 | $89.16 | 5/15/2030 | 25% annually |
| Stock Options (5/17/2024) | — | 9,756 | $95.73 | 5/17/2031 | 25% annually |
| RSUs (5/2/2022) | — | 2,951 (unvested) | N/A | N/A | One-third annually from first anniversary |
| RSUs (5/16/2022) | — | 2,387 (unvested) | N/A | N/A | 25% annually |
| RSUs (5/15/2023) | — | 2,804 (unvested) | N/A | N/A | One-third annually |
| RSUs (5/17/2024) | — | 4,439 (unvested) | N/A | N/A | One-third annually |
| PSUs (Target, 5/16/2022 grant) | — | 9,548 (unearned) | N/A | Performance end 5/14/2025 | rTSR vs S&P MidCap 400 |
| PSUs (Target, 5/15/2023 grant) | — | 8,411 (unearned) | N/A | Performance end 5/14/2026 | rTSR vs S&P MidCap 400 |
| PSUs (Target, 5/17/2024 grant) | — | 8,879 (unearned) | N/A | Performance end 5/16/2027 | rTSR vs S&P MidCap 400 |
Equity grant specifics (FY25 awards):
| Award Type | Grant Date | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| PSUs (#) | 5/17/2024 | 4,440 | 8,879 | 17,758 | 3-year rTSR cycle ending 5/16/2027 |
| RSUs (#) | 5/17/2024 | — | 4,439 | — | One-third vesting annually |
| Options (#) | 5/17/2024 | — | 9,756 | — | $95.73 strike; 25% annually; expires 5/17/2031 |
Insider transactions/pressure:
- Option exercises: none in FY25; 0 shares exercised .
- Stock vesting realized: 4,071 shares; $386,129 value realized in FY25 .
- Upcoming potential supply: ongoing annual RSU tranches and PSU cliffs (2026–2027) per schedules above .
Employment Terms
- Severance (no-Cause termination): cash severance equal to 1x base salary; continuation of medical/dental premiums for 12 months; pro-rated annual bonus; up to 12 months outplacement; 280G cut-down/best-net provision; confidentiality/non-compete/non-solicit with clawback of severance upon breach .
- Change-in-control (double trigger): cash severance equal to 2x salary plus target annual bonus; 24x company-paid premiums for medical/dental/life/disability; up to 12 months outplacement; immediate full vesting of time-based equity and pro rata vesting of performance awards (award-level terms control if more favorable); 280G cut-down/best-net provision; definitions of CIC include 50%+ stock acquisition, asset sale, majority board turnover, certain reorganizations/mergers .
- Estimated CFO payouts (as of 3/29/2025):
- Involuntary termination: $580,000 cash; $23,104 benefits; $15,000 outplacement; total $618,104 .
- Double-trigger CIC termination: $2,088,000 cash; $62,638 benefits; $2,607,547 in-the-money unvested equity; $15,000 outplacement; total $4,773,185 .
- Policies: Strong clawbacks (Governance Principles + Dodd-Frank 10D), trading windows with pre-clearance, hedging/pledging prohibited; no excise tax gross-ups .
Compensation Committee Analysis
- Committee members: Robert E. Abernathy (Chair), Diane M. Bryant, Mark W. Kroll, Claire Pomeroy; independent consultant Pearl Meyer advises on program design, peer groups, and disclosure .
- Program features: significant at-risk pay, balanced metrics, double-trigger CIC, ownership guidelines, clawbacks; no option repricing, no hedging/pledging, no excise tax gross-ups .
- Say-on-pay support: ~97% approval at 2024 annual meeting .
Compensation Peer Group (Benchmarking context)
- FY25 peer group included medtech/life sciences companies such as CONMED, ICU Medical, Merit Medical, QuidelOrtho, Bruker, Globus Medical, Bio-Techne, Insulet, Revvity, and others; HAE positioned near 40–55th percentile on revenue/market cap ratios and employee count .
- FY26 peer group retained most constituents and added Teleflex while removing Veradigm due to delisting; HAE positioned ~35–40th percentile on revenue/market cap ratios .
Equity Ownership & Governance
| Item | Detail |
|---|---|
| Beneficial ownership | 33,725 shares; <1% of outstanding |
| Ownership guidelines | 2x base salary for other NEOs; “Compliant or within 5-year grace period” |
| Pledging/hedging | Prohibited for all insiders |
| Section 16 compliance | All required reports timely filed for FY25 |
| Related-party transactions | None requiring disclosure under Item 404(a) in FY25 |
Performance & Track Record
- FY25: Hospital organic revenue +12%; Plasma organic revenue −6% amid temporary volume pullback and CSL transition; divested Whole Blood to sharpen focus on higher-margin growth; launched VASCADE MVP XL and TEG 6s HN assay; acquired Attune Medical; balanced organic/inorganic growth .
- Shareholder returns: One-year cumulative TSR decreased (to ~$74 on a $100 investment), reflecting external challenges and macro uncertainties; PSU design ties NEO outcomes to 3-year rTSR vs S&P MidCap 400 .
Investment Implications
- Pay-for-performance alignment: CFO’s variable pay is driven by Adjusted Revenue/EPS and 3-year rTSR PSUs; FY25 corporate bonus funded at 82.3% and legacy PSU cycles paid above target (176–200%), indicating performance sensitivity but not “guaranteed” outcomes .
- Selling pressure: No FY25 option exercises; scheduled RSU tranches and PSU cliffs (2026–2027) may create periodic supply, though trading windows, pre-clearance, and anti-hedging rules mitigate opportunistic selling; pledging is banned .
- Retention and transaction dynamics: Double-trigger CIC terms (2x salary+bonus and equity acceleration) are standard and reduce change-of-control friction while preserving retention; severance economics (~$0.62M) in non-CIC termination is moderate .
- Alignment and governance quality: Ownership guidelines, strong clawbacks, and consistent shareholder support (~97% say-on-pay) indicate robust governance; no Item 404 related-party transactions and timely Section 16 filings reduce red-flag risk .