Robert Abernathy
HAEMONETICSAbout Robert E. Abernathy
Robert E. Abernathy, age 70, is an independent director of Haemonetics (HAE) who joined the Board in October 2017. He is the retired Chairman and Chief Executive Officer of Halyard Health, Inc. (spun out of Kimberly-Clark), and previously held multiple senior leadership roles at Kimberly-Clark across global health care, emerging markets, Australia, and North America consumer products. At Haemonetics, he chairs the Compensation Committee and serves on the Governance and Compliance Committee, bringing deep healthcare leadership and international operating expertise. He is disclosed as independent under SEC and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Halyard Health, Inc. | Chairman and Chief Executive Officer | Oct 2014–Jun 2017 (Chair until Sept 2017) | Publicly traded medtech spin-off from Kimberly-Clark |
| Kimberly-Clark Corporation | Various senior roles: President, Global Health Care; Group President, Developing & Emerging Markets; Managing Director, Australia; President, North Atlantic Consumer Products | Joined 1982 (various years not individually disclosed) | Extensive global operations and enterprise risk management experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Avient Corporation | Director | Not disclosed | Listed as other public company board service for Abernathy |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Governance and Compliance Committee .
- Independence: Board determined all non-CEO directors (including Abernathy) are independent under SEC/NYSE standards .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2025; all directors attended the 2024 Annual Meeting .
- Years of service on HAE Board: Director since 2017 .
- Board structure: Independent Board Chair model; Chair (Ellen M. Zane) since Aug 2021; executive sessions of independent directors held at each regular quarterly meeting .
| Body | Total Meetings (FY2025) |
|---|---|
| Board of Directors | 7 |
| Compensation Committee | 5 |
| Governance & Compliance Committee | 4 |
Fixed Compensation
| Component | FY2025 Amount/Policy |
|---|---|
| Annual cash fees (Abernathy) | $95,000 |
| Equity grant (grant-date fair value, RSUs) | $199,954 (2,207 RSUs granted July 25, 2024) |
| Total director compensation (Abernathy) | $294,954 |
| Program structure (directors) | $55,000 annual retainer; $10,000 meeting retainer covering up to 8 Board meetings; additional per-meeting fees if >8; Committee Chair retainers: Audit $20k, Compensation $15k, Governance & Compliance $10k, Technology $10k; Committee member stipends: Audit $12k (≤12 mtgs), Compensation $9k (≤8), Governance & Compliance $6k (≤8), Technology $6k (≤8); annual equity approx $200k RSUs vesting on first anniversary; no retirement benefits or perquisites . |
Performance Compensation
| Element | Detail |
|---|---|
| Equity design | Non-employee director equity is time-based RSUs, vesting on first anniversary of grant; no performance metrics disclosed for director equity . |
| FY2025 grant | 2,207 RSUs to each non-employee director on July 25, 2024; aggregate grant-date fair value $199,954 . |
No PSU/option/performance metric structure is disclosed for non-employee director compensation; equity is service-vested only .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Avient Corporation (Director) |
| Compensation Committee interlocks (FY2025) | None; no HAE executive served on other companies’ boards/comp committees in a reciprocal manner . |
Expertise & Qualifications
- Healthcare leadership (former CEO/Chair of Halyard) and extensive international operating experience (Kimberly-Clark emerging markets, Australia) .
- Brings insight into needs of healthcare providers/patients and enterprise risk management matters .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Components/Notes |
|---|---|---|---|
| Robert E. Abernathy | 22,288 shares | * (<1%) | As of May 27, 2025; includes sole voting/investment power per SEC rules . |
| Unvested RSUs outstanding (3/29/2025) | 2,207 | N/A | Director outstanding RSUs at FY-end . |
| RSUs vesting within 60 days of 5/27/2025 | 2,207 | N/A | Counted per ownership footnote (within 60 days) . |
| Stock ownership guidelines | Non-employee directors must hold 5x annual cash retainer within 5 years; directors and Board Chair reported “Compliant” as of FY2025 year-end . | ||
| Hedging/pledging | Prohibited for directors, officers, employees (no short sales, derivatives, or pledging) . |
Governance Assessment
-
Strengths
- Independent director with relevant medtech CEO experience; serves as Compensation Committee Chair and on Governance and Compliance, positioning him at the center of pay, human capital, compliance, and board refreshment oversight .
- Robust director pay structure with majority equity (time-based RSUs) aligning with shareholders; clear cash and chair fee framework; no perquisites or retirement benefits for directors .
- Strong shareholder alignment signals: share ownership policy (5x retainer for directors) and prohibition on hedging/pledging; directors reported compliant; clawback policies in place for executives (context for committee oversight) .
- Effective board processes: independent chair; executive sessions each quarter; say-on-pay consistently >94% for last decade and ~97% in 2024; Abernathy and the Board Chair engaged directly with holders representing 21% of shares in FY2025 outreach, indicating strong governance engagement .
-
Risk indicators and red flags
- Related-party transactions: None required to be reported under Item 404(a) since beginning of FY2025 .
- Section 16 compliance: All required insider reports were timely filed in FY2025 .
- Compensation Committee interlocks: None in FY2025 .
- Pledging/hedging: Prohibited for directors .
- Attendance: Company discloses ≥75% attendance threshold met by all directors; no low-attendance flag .
Overall, Abernathy’s profile and committee roles support investor confidence: independent leadership of Compensation, no interlocks or related-party issues, and strong alignment policies and engagement practices .
Director Compensation Detail (FY2025)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert E. Abernathy | 95,000 | 199,954 | 294,954 |
Stock awards reflect grant-date fair value of 2,207 RSUs granted July 25, 2024, vesting on the first anniversary of grant .
Director Outstanding Equity (as of 3/29/2025)
| Name | Unvested RSUs (#) |
|---|---|
| Robert E. Abernathy | 2,207 |
Policies and Controls Relevant to Abernathy’s Oversight
- Share Ownership Policy: Directors (other than Board Chair) must hold 5x annual cash retainer within 5 years; compliant as of FY2025 .
- Hedging/Pledging Prohibited: No pledging, hedging, short sales, or derivatives in HAE securities by directors .
- Related Party Transactions Policy: Audit Committee reviews transactions >$120k involving related persons; none reported for FY2025 .
- Compensation Consultant Independence: Pearl Meyer engaged directly by Compensation Committee; assessed as independent; scope included market benchmarking, peer group, program design, and disclosure review .
Attendance and Meetings (FY2025)
| Meeting Type | Regular | Special | Total |
|---|---|---|---|
| Board | 4 | 3 | 7 |
| Compensation Committee | 4 | 1 | 5 |
| Governance & Compliance Committee | 4 | 0 | 4 |
Each director attended at least 75% of the Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
Notes on Data Coverage
- Insider trading detail: The company reports timely Section 16(a) compliance for FY2025. No related-party transactions were reported. Attempts to retrieve individual Form 4 transaction-level data via the insider-trades skill encountered an access error; however, beneficial ownership, outstanding RSUs, and compliance status are disclosed in the proxy and summarized above .