Mark Kroll
HAEMONETICSAbout Mark W. Kroll
Mark W. Kroll, Ph.D., age 72, has served as an independent director of Haemonetics since 2006. He is a retired senior executive of St. Jude Medical’s Cardiac Rhythm Management division (SVP & CTO; previously VP, Tachycardia Business) and is currently Adjunct Full Professor of Biomedical Engineering at the University of Minnesota; he is named inventor on 380+ U.S. patents and is a Fellow of the ACC, HRS, IEEE and AIMBE, with the EMBS Career Achievement Award in Biomedical Engineering (2010) . Kroll’s core credentials are deep medical device technology and innovation leadership, aligning with Haemonetics’ R&D and product strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Jude Medical, Cardiac Rhythm Management | Senior Vice President & Chief Technology Officer | 1995–2005 | Led technology, product development; executive leadership in CRM devices |
| St. Jude Medical | Vice President, Tachycardia Business | 1995–2005 | P&L/operating leadership in arrhythmia technologies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Minnesota | Adjunct Full Professor of Biomedical Engineering | Current | Academic appointment; technology/biomed focus |
| Axon Enterprise, Inc. | Director | Prior | Former public company directorship |
| Professional Societies | Fellow (ACC, HRS, IEEE, AIMBE) | — | 380+ U.S. patents; EMBS Career Achievement Award (2010) |
Board Governance
- Committee assignments: Compensation Committee member; Technology Committee member (not chair) .
- Independence: Board determined all directors except CEO are independent; Kroll is independent .
- Attendance and engagement: In FY2025, each director attended at least 75% of the meetings of the Board and their committees; Board met 7 times (4 regular/3 special); Compensation 5 (4/1); Technology 4 (4/0) .
- Years of service on HAE board: Director since 2006 (≈19 years as of 2025) .
- Executive sessions: Independent directors held executive sessions at each regular quarterly meeting .
- Related-party transactions: None required to be reported in FY2025 under Item 404(a); policy in place with Audit Committee oversight .
- Overboarding safeguards: Company policy limits (≤4 other public boards without approval); all directors in compliance .
- Hedging/pledging: Prohibited for directors under Securities Trading Policy .
Fixed Compensation
Director compensation framework and Kroll’s FY2025 actuals.
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Policy (non-employee directors): | Component | Amount/Terms | |---|---| | Annual cash retainer | $55,000 | | Meeting retainer | $10,000 covers up to 8 Board meetings; $2,000 per additional in-person, $750 telephonic | | Committee meeting fees | Audit: $12,000 (≤12 meetings); Compensation: $9,000 (≤8); Governance & Technology: $6,000 (≤8) | | Chair retainers | Board Chair $250,000; Audit Chair $20,000; Compensation Chair $15,000; Governance/Technology Chairs $10,000 | | Equity grant | ~$200,000 in RSUs, vest on 1st anniversary |
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FY2025 actual (year ended Mar 29, 2025): | Fiscal Year | Fees Earned ($) | Stock Awards ($) | Total ($) | RSU Shares Granted | Grant Date | Vesting | |---|---:|---:|---:|---:|---|---| | 2025 | $80,000 | $199,954 | $279,954 | 2,207 | July 25, 2024 | 1-year cliff vest |
Performance Compensation
| Component | Metric(s) | Weighting | Notes |
|---|---|---|---|
| Director equity | N/A (time-based RSUs) | N/A | Annual ~$200k RSUs with time-based vesting; no performance metrics for directors |
Other Directorships & Interlocks
| Company | Role | Status | Interlocks/Notes |
|---|---|---|---|
| Axon Enterprise, Inc. | Director | Prior | Prior public board service; HAE Compensation Committee disclosed no interlocks in FY2025 |
Expertise & Qualifications
- Distinguished medical device technologist/executive; 380+ U.S. patents; EMBS Career Achievement Award (2010) .
- Academic/technical perspective (Adjunct Full Professor, University of Minnesota) .
- Brings product development, innovation and technology oversight to HAE (fits Technology Committee mandate) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 20,664 shares (as of May 27, 2025) |
| Ownership as % of shares outstanding | <1% (48,041,228 shares outstanding; Kroll shown “*” = less than 1%) |
| Unvested RSUs (director awards) | 2,207 RSUs outstanding at FY2025 year-end |
| Shares pledged as collateral | Prohibited by policy (no pledging/hedging) |
| Stock ownership guidelines | 5x annual cash retainer for directors; compliance: “Compliant” |
Insider Trades (and Section 16 Compliance)
| Period | Note |
|---|---|
| FY2025 | Company reports no delinquent Section 16(a) filings by directors or officers in FY2025 |
Governance Assessment
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Positives
- Independent, long-tenured technologist on Compensation and Technology Committees; no related-party transactions disclosed .
- Strong ownership alignment: ~$200k annual RSU grant; ownership guidelines 5x retainer and “Compliant”; hedging/pledging prohibited .
- Board process strength: executive sessions each quarter; robust shareholder outreach; strong say-on-pay outcomes (≈97% approval in 2024; >94% for last 10 years) .
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Watch items
- Tenure/succession: Director since 2006 (≈19 years). While the Board targets average independent director tenure ≤10 years, Kroll’s individual tenure is long; mandatory retirement guideline applies at age 75, suggesting medium-term refreshment planning consideration .
- Attendance disclosure is aggregate (≥75%); individual-level attendance not provided (monitor for any future variance) .
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Red flags observed
- None identified: no interlocks, no related-party transactions, no Section 16 delinquencies, and hedging/pledging banned .