Michelle Basil
HAEMONETICSAbout Michelle Basil
Michelle L. Basil (age 53) is Executive Vice President and General Counsel of Haemonetics, joining in March 2017 after two decades as a Boston life sciences M&A and securities lawyer; she holds both a BA and JD from the University of California, Berkeley and is admitted to the Massachusetts bar . During fiscal 2025, Haemonetics delivered GAAP revenue of $1.361B (+4% reported, +1.4% organic), adjusted EPS of $4.57 (+15.4% YoY), free cash flow of $144.6M (+23.3% YoY), and adjusted operating margin of 24.0% (+290 bps), while one-year TSR declined (a $100 investment fell to ~$74 by 3/28/25) amid macro and market headwinds . Three-year TSR over fiscal 2023–2025 trended to ~$99 from $100, and the “Pay vs. Performance” table shows the value of a fixed $100 investment at $62.60 in 2025; executive PSUs are tied to rTSR versus S&P MidCap 400 constituents .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nutter, McClennen & Fish LLP | Partner; Chair, Life Sciences Practice Group | 1997–2017 | Led corporate and securities work (M&A, strategic partnerships, governance) for public/private life sciences and medtech clients |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Massachusetts Medical Device Industry Council (MassMEDIC) | Board Member | Not disclosed (current) | Industry advocacy and ecosystem engagement in medtech |
Fixed Compensation
- Target pay mix: Other NEOs (including Basil) have a high proportion of variable/equity compensation; for fiscal 2025, her target annual bonus increased to 80% of salary (from 75%) and base salary increased ~4% .
- 2025 salary and bonus: Base $541,072; target bonus 80% of salary; actual bonus paid $356,242 (82.3% of target funding for corporate executives) .
Multi‑year compensation (Summary Compensation Table):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 498,576 | 517,194 | 537,870 |
| Stock Awards ($) | 1,382,412 | 1,458,507 | 1,471,617 |
| Option Awards ($) | 349,998 | 374,975 | 399,999 |
| Non-Equity Incentive ($) | 740,411 | 694,550 | 356,242 |
| All Other Comp ($) | 19,005 | 26,177 | 28,715 |
| Total ($) | 2,990,402 | 3,071,403 | 2,794,443 |
YoY changes in fixed targets:
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 520,262 | 541,072 |
| Target Bonus (% of Salary) | 75% | 80% |
Perquisites noted: 401(k) match, supplemental long-term disability premiums, commuter benefits (program-wide) .
Performance Compensation
Annual short‑term incentive (FY 2025 – corporate executives, incl. Basil):
| Metric | Weight | Threshold | Target | Maximum | Actual FY25 | Achievement | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted Revenue ($M) | 60% | 1,326.4 | 1,396.2 | 1,466.0 | 1,363.8 | 76.8% | 60% weight × 76.8% |
| Adjusted EPS ($) | 40% | 4.14 | 4.60 | 5.06 | 4.52 | 90.5% | 40% weight × 90.5% |
| Total | — | — | — | — | — | — | 82.3% of target (pool funding) |
- Basil’s fiscal 2025 bonus outcome: 82.3% of target; paid $356,242 (target $432,858) .
- Design notes: Executive (non-BU) metrics 60% adjusted revenue, 40% adjusted EPS; CSL U.S. disposables revenue above plan was excluded from revenue calculations for pay purposes .
Long‑term incentives (program design and Basil’s FY 2025 grants):
- PSU metric: 3‑year rTSR vs. S&P MidCap 400; 0–200% payout; max capped at 100% if absolute TSR is negative .
- RSU vesting: 1/3 annually over 3 years; Options vest 25% annually over 4 years; Options at grant-date market price .
- FY 2025 grant (5/17/2024): PSUs (target 8,356; 4,178–16,712 range); RSUs 4,178; Options 9,183 @ $95.73; total accounting grant-date fair value $1,871,616 .
- LTI grant value: increased from $1,500,000 (FY 2024) to $1,600,000 (FY 2025) .
- Realized PSU performance: The 5/18/2021–5/17/2024 PSU cycle for Basil paid at 200% of target (rTSR at 80th percentile) .
Stock vested and realized in FY 2025:
| Category | Shares | Value Realized ($) |
|---|---|---|
| Stock Awards (RSUs/PSUs) | 29,941 | 2,865,904 |
| Option Exercises | 0 | — |
Equity Ownership & Alignment
Ownership, guidelines, and prohibitions:
- Beneficial ownership: 82,157 shares (<1% of outstanding) as of May 27, 2025 .
- Options exercisable within 60 days: 59,386 (aggregation noted under officer detail) .
- Stock ownership guidelines: Other NEOs must hold 2x base salary in stock; executives are “Compliant or within 5‑year grace period” as a group (individual status not separately disclosed). Only outright shares and unvested RSUs count; options/PSUs do not count .
- Hedging/pledging: Prohibited under the Securities Trading Policy (no pledging, hedging, short sales or derivatives) .
Outstanding awards at FY 2025 year‑end (3/28/2025 close $63.19):
| Instrument | Detail | Quantity | Market/Intrinsic Value ($) |
|---|---|---|---|
| Unvested RSUs | 2021 grant | 1,547 | 97,755 |
| Unvested RSUs | 2022 grant | 3,038 | 191,971 |
| Unvested RSUs | 2023 grant | 2,804 | 177,185 |
| Unvested RSUs | 2024 grant | 4,178 | 264,008 |
| PSUs (target) | 2022 cycle (through 5/14/2025) | 12,152 | 767,885 (at target) |
| PSUs (target) | 2023 cycle (through 5/14/2026) | 8,411 | 531,491 (at target) |
| PSUs (target) | 2024 cycle (through 5/16/2027) | 8,356 | 528,016 (at target) |
| Options (exercisable) | $56.57 strike (5/18/2021) | 8,368 | Intrinsic (in‑the‑money at $63.19) |
| Options (exercisable) | $57.60 strike (5/16/2022) | 7,104 | Intrinsic (in‑the‑money at $63.19) |
| Options (exercisable) | $89.16+ strikes | 21,685 | Out‑of‑the‑money at $63.19 |
| Options (unexercisable) | $56.57/$57.60/$89.16/$95.73 | 27,597 | Mix of in‑/out‑of‑the‑money as above |
Notes:
- Many legacy option tranches carry strikes above the year‑end market price (e.g., $89.16, $95.73), tempering near‑term exercise pressure; 2021–2022 $56–$58 tranches are in‑the‑money at $63.19 .
- Policy prohibits hedging/pledging and no related‑party transactions were reported (reduces alignment risk factors) .
Employment Terms
Severance and change‑in‑control (CIC) economics (other NEO form, including Basil):
- Severance (no‑cause termination): 1x base salary paid over 12 months; pro‑rated annual bonus based on actual performance; 12 months of employer share of medical/dental premiums; up to 12 months outplacement; covenants include confidentiality, non‑compete and non‑solicit; 280G best‑net cutback/apply .
- CIC (double trigger within 2 years): 2x (salary + target bonus) lump sum; 24x employer portion of premiums (medical/dental/life/disability); full vesting of time‑based equity; pro‑rata vesting of PSUs (greater of performance through CIC or pro‑rata target); up to 12 months outplacement; 280G best‑net cutback/apply .
Potential payments as of 3/29/2025:
| Scenario | Cash Severance ($) | Benefits ($) | Unvested Equity ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary w/o cause | 541,072 | 14,010 | — | 15,000 | 570,082 |
| CIC + termination/good reason | 1,947,859 | 41,198 | 2,625,726 | 15,000 | 4,629,783 |
Clawbacks and trading policy:
- Robust clawbacks (Governance Principles) and Dodd‑Frank‑compliant recovery policy cover cash and equity and are incorporated into bonus/LTI award agreements .
- Trading windows, pre‑clearance, and dynamic blackout policy; hedging/pledging prohibited .
Investment Implications
- Pay‑for‑performance alignment: Basil’s 2025 bonus funded at 82.3% of target on company metrics (Adj. Revenue/EPS) while the 2021–2024 PSU cycle paid at 200% on top‑quartile rTSR—high equity leverage and relative performance orientation support alignment even amid a weak 1‑year TSR print .
- Vesting/selling pressure: 11.6k unvested RSUs (~$0.73M) and 28.9k target PSUs ($1.83M) plus in‑the‑money 2021–2022 options create staged liquidity events over the next 1–3 years; however, many option tranches remain out‑of‑the‑money, moderating near‑term exercise activity .
- Retention risk: Severance (1x salary) is modest, but CIC economics (2x salary+bonus; equity acceleration) and sizeable unvested equity underpin retention; no hedging/pledging and no related‑party transactions reduce governance red flags .
- Forward plan changes: For FY 2026, the Compensation Committee is adding free cash flow to the annual plan and a 3‑year average organic revenue growth metric to PSUs—raising quality of earnings and growth hurdles, which can sharpen future pay‑out discipline and investor alignment .
- Shareholder sentiment: Say‑on‑pay support was ~97% in 2024 and >94% for the last ten years, indicating broad investor endorsement of design and outcomes to date .
Net‑net: Basil’s package is equity‑heavy with rigorous rTSR PSUs and evolving cash‑flow/growth metrics. Watch for PSU cohort outcomes (2023–2026, 2024–2027), RSU vesting cadence, and relative TSR vs. mid‑cap medtech peers to gauge future realized pay and potential selling overhang. Continued enhancements to include FCF and organic growth should improve pay‑out quality if macro headwinds persist .