Amy M. Wendell
HOLOGICAbout Amy M. Wendell
Amy M. Wendell, age 64, is Hologic’s Lead Independent Director (since March 2024) and has served on the Board since 2016. She chairs the Nominating and Corporate Governance Committee and sits on the Compensation Committee. Wendell brings deep medical-device strategy and business development expertise, with prior senior roles at Covidien and advisory positions at McKinsey and Perella Weinberg. She holds a B.S. in mechanical engineering (Lawrence Technological University) and an M.S. in biomedical engineering (University of Illinois) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covidien plc (Tyco/Kendall predecessors) | Senior Vice President, Strategy & Business Development; earlier roles in engineering, product mgmt., BD | 1986–Jan 2015 | Led strategy, portfolio management, M&A, BD&L; extensive developed/emerging market and early tech experience |
| McKinsey & Company | Senior Advisor, Strategy & Corporate Finance; Member, Transactions Advisory Board | 2015–Sep 2018 | Shaped M&A trends and knowledge agenda |
| Perella Weinberg Partners | Senior Advisor, Healthcare Investment Banking | Jan 2016–Apr 2019 | Guided clients on M&A/divestitures and firm-level transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AxoGen, Inc. | Director | Current | Public company board |
| Baxter International Inc. | Director | Current | Public company board |
| Solventum Corp. | Director | Current | Public company board |
| Ekso Bionics | Director | Former | Prior public company board |
Board Governance
- Independence: Independent director; Hologic’s committees are composed entirely of independent directors .
- Roles: Lead Independent Director; Chair, Nominating & Corporate Governance; member, Compensation .
- Lead Independent Director responsibilities: Approves agendas/schedules and board information flow; convenes executive sessions; liaison with Chair/CEO; available for shareholder consultation; recommends outside advisors .
- Committee activity and meetings in FY2024: Audit & Finance (10); Compensation (5); Nominating & Corporate Governance (4) .
- Board attendance: Board met 5 times in FY2024; each director attended at least 87% of Board/committee meetings; overall attendance ≈99%; all nominees attended the 2024 Annual Meeting .
- Engagement: At investor request, the Lead Independent Director participated in one shareholder meeting during fall 2024 outreach; Board reached out to holders representing ~55% of shares .
- Governance structure: Combined Chair/CEO affirmed; stockholders scrutinize but expressed understanding; structure mitigated by strong Lead Independent Director role .
Fixed Compensation
| Component | Amount/Policy (Directors) | Amy M. Wendell – FY2024 Cash | Notes |
|---|---|---|---|
| Annual cash retainer | $90,000 | $117,500 | Hologic pays quarterly; no committee member fees |
| Lead Independent Director stipend | $40,000 annually | Included (appointed mid-year) | Paid quarterly; mid-year appointment led to partial-year stipend |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating & Governance $15,000 | Included | Wendell chairs Nominating & Governance |
Performance Compensation
| Component | Grant Structure | Amy M. Wendell – FY2024 Grant Date Fair Value |
|---|---|---|
| Equity (annual) | $240,000 total; RSUs ($120,000) + Options ($120,000); granted at Annual Meeting; one-year vest to next Annual Meeting; options 10-year term | RSUs: $119,975; Options: $119,977 |
Other Directorships & Interlocks
| Company | Industry Overlap | Potential Interlock/Conflict Notes |
|---|---|---|
| Baxter International Inc.; Solventum Corp.; AxoGen, Inc. | Healthcare/MedTech | Hologic’s policies prohibit hedging/pledging and require director time-commitment limits; no related-party transactions disclosed for Wendell in FY2024 . |
Expertise & Qualifications
- Core strengths: M&A, portfolio management, resource allocation, BD&L; medical devices sector breadth; developed/emerging markets; early-stage technologies .
- Governance leadership: Lead Independent Director overseeing board processes, executive sessions, investor engagement; Chairing governance and ESG oversight via committee .
- Education: B.S. Mechanical Engineering; M.S. Biomedical Engineering .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Jan 6, 2025) | 69,536 shares; <1% of outstanding |
| Unvested RSUs (Sep 28, 2024) | 1,572 units |
| Options held (Sep 28, 2024) | 48,806 shares subject to options |
| Stock ownership guidelines (directors) | 5x base cash retainer; to be met within 5 years; unvested RSUs/options excluded; all directors subject ≥5 years met/exceeded |
| Hedging/pledging | Prohibited for directors; margin accounts/pledges disallowed |
Insider Trades (Form 4 – HOLX)
| Transaction Date | Type | Security | Quantity | Price | Post-Txn Ownership | SEC URL |
|---|---|---|---|---|---|---|
| 2024-03-07 | Award (A) | Common Stock (RSUs vest) | 1,572 | $0 | 20,730 | |
| 2024-03-07 | Award (A) | Non-qualified Stock Option | 4,536 | $76.32 | 4,536 | |
| 2025-02-26 | Award (A) | Common Stock (RSUs vest) | 1,864 | $0 | 22,594 | |
| 2025-02-26 | Award (A) | Non-qualified Stock Option | 5,535 | $64.36 | 5,535 |
Governance Assessment
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Strengths
- Independent governance leadership: As Lead Independent Director and governance chair, Wendell controls agendas, information quality, and executive sessions—enhancing oversight amid combined Chair/CEO structure .
- High engagement and attendance: Board and committees meet regularly; directors’ attendance ≥87% with ~99% overall; LID participated directly in shareholder outreach, signaling responsiveness .
- Ownership alignment: Meaningful director equity grants, robust ownership guidelines (5x retainer), prohibition of hedging/pledging; Wendell holds 69,536 shares benchmarked against policy .
- Compensation oversight quality: Use of independent compensation consultant; annual risk assessments; Compensation Committee responsibilities and expected chair transition reflect refreshment and rigor .
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Watchpoints / potential conflicts
- Multiple external boards in healthcare (Baxter, Solventum, AxoGen) may present informational interlocks; however, Hologic discloses no related-party transactions for Wendell and enforces a director time-commitment policy with numerical limits to mitigate overboarding risk .
- Combined Chair/CEO structure can draw governance scrutiny; mitigated by defined and active Lead Independent Director role and regular executive sessions .
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Shareholder sentiment
- Say-on-pay support improved to 79% in 2024 (77% in 2023), with investors supportive of compensation design and refreshment; engagement targeted to ~55% of shares outstanding .
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Compensation mix and incentives
- For directors, equity grants (RSUs and options) vest annually to align interests without introducing performance metric complexity typical of NEO plans; director compensation benchmarked to market and adjusted modestly in 2024 .
Overall, Wendell’s governance role, independence, and oversight responsibilities support investor confidence, with mitigants in place for structural and interlock concerns.