Anne M. Liddy
HOLOGICAbout Anne M. Liddy
Anne M. Liddy is General Counsel of Hologic, appointed effective May 1, 2025, after serving as Vice President, Assistant General Counsel . As chief legal officer, she signed multiple market-moving filings in 2025, including the merger agreement 8‑K and related DEFA14A for the pending Blackstone/TPG acquisition, and post‑merger compensation and award documents . Company performance context: FY2024 revenue was $4.03 billion with GAAP EPS $3.32 and non‑GAAP EPS $4.08; management targets long‑term adjusted operating margins in the low‑30s and growth ahead of revenue . Under current leadership, Hologic’s share price more than tripled from $22.29 to $80.82 by FY2024 end, framing a strong TSR backdrop for executive incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hologic, Inc. | Vice President, Assistant General Counsel | Through Apr 2025 | Prepared succession, continuity of legal leadership ahead of major M&A; elevated to General Counsel effective May 1, 2025 . |
External Roles
No public external directorships disclosed in 2025 filings reviewed. (Stock ownership by executives and directors is presented in proxy’s Stock Ownership section, but specific external board roles for Liddy were not detailed in available documents) .
Fixed Compensation
| Element | Structure/Terms | Notes |
|---|---|---|
| Base Salary | Annual base salary must be at least equal to 12× the highest monthly base salary paid in the prior 12 months; reviewed annually; cannot be reduced once increased . | Dollar amounts not disclosed. |
| Annual Bonus | Paid in cash; minimum equal to the greater of: (a) average of last 3 years, (b) prior year’s bonus, or (c) target bonus under senior executive plan (the “Highest Annual Bonus”) . | Actual payout amounts not disclosed. |
| Benefits & Perquisites | Eligibility for welfare benefits (medical, dental, disability, life insurance), expense reimbursement, fringe benefits, office/support consistent with senior peer executives . | No specific perquisite cash values disclosed. |
Performance Compensation
| Program | Metric | Target/Payout Mechanics | Vesting/Conditions |
|---|---|---|---|
| Short‑Term Incentive (company-wide design) | Adjusted Revenue; Adjusted EPS . | Payouts tied to achievement vs annual goals; committee uses pay‑for‑performance framework . | Annual cash award cycle . |
| Long‑Term Incentive – PSUs | Adjusted Free Cash Flow; Adjusted ROIC; Relative TSR . | 0–200% of target based on 3‑year performance; cliff‑vest at 3 years . | Cliff vest at year 3 (PSUs/MSUs); expense recognized ratably . |
| RSUs (revised FY2026 form) | Time‑based vesting; acceleration on specified events | RSUs vest per schedule; full, immediate vesting upon Qualifying Termination (without Cause or for Good Reason) at or following merger closing, subject to release and covenants . | Retirement continuation; death/disability vesting; merger‑linked double‑trigger acceleration . |
Equity Ownership & Alignment
- No hedging or pledging of Hologic securities is permitted for executive officers or directors, strengthening alignment and reducing collateralization risk .
- Company maintains meaningful stock ownership guidelines for executive officers and monitors compliance via the Nominating & Corporate Governance Committee .
- RSUs include retirement-friendly continued vesting, and merger‑linked double‑trigger vesting aligns executives with transaction execution while conditioning benefits on release and restrictive covenant compliance .
Employment Terms
| Term | Key Provision | Details |
|---|---|---|
| Role/Location Protection | Duties & reporting not materially diminished; office relocation >35 miles is Good Reason . | Good Reason triggers severance after change-of-control. |
| Change‑of‑Control Period | Initial term through Dec 31, 2027; auto‑extends annually unless notice; term tail covers terminations “in anticipation of” CoC . | Protective tail if termination occurs pre‑closing but in connection with CoC . |
| Severance (Non‑CoC) | 1 year base salary + pro‑rated average bonus (paid in payroll) + 1 year welfare benefits . | Subject to release/non‑compete compliance . |
| Severance (CoC – Double Trigger) | Lump sum Accrued Obligations; 2.99× (Base Salary + Highest Annual Bonus); equity awards fully vest/exercisable . | Requires termination without Cause or resignation for Good Reason during CoC period . |
| 280G Treatment | Best‑net benefit: pay full or cut back to $1 below excise threshold, whichever yields higher after‑tax value . | Reduction order: salary/bonus severance → cash → parachute‑valued benefits → equity acceleration . |
| Conditions | General release; non‑competition compliance; return of property; officer resignation documentation . | Timing rules coordinate with IRC 409A . |
Compensation Structure vs Performance Metrics
- Company’s STIP and LTI metrics (Adjusted Revenue, Adjusted EPS; Adjusted FCF, Adjusted ROIC, Relative TSR) emphasize growth quality and capital efficiency, aligning with Hologic’s long‑term margin and EPS aspirations .
- Governance guardrails: clawback policy, double‑trigger equity vesting upon change‑of‑control, and prohibition on hedging/pledging reduce misalignment risks .
Vesting Schedules and Insider Selling Pressure
- RSUs vest per award schedule, continue on Retirement, and fully accelerate on Qualifying Termination tied to the merger closing—reducing uncertainty and potential forced selling while requiring a release and covenant compliance .
- PSUs/MSUs cliff‑vest at three years with 0–200% payouts tied to ROIC/FCF/TSR, limiting near‑term selling pressure and encouraging multi‑year performance .
Equity Ownership & Pledging
- Explicit prohibition on hedging/pledging by executive officers and directors addresses collateral and alignment risks (pledging red flag mitigated) .
- Stock ownership guidelines for executives/directors ensure ongoing “skin in the game” and are overseen by the Board committee .
Employment Contracts, Severance, and Change‑of‑Control Economics
- Double‑trigger severance (2.99× cash + equity acceleration) is competitive and standard for senior officers; tail coverage for terminations “in anticipation of” the CoC protects against transaction‑related displacement .
- Best‑net 280G approach preserves value while limiting excise tax leakage; structured cutback order prevents inefficient reductions .
- Release and restrictive covenant conditions, officer resignation, and 409A timing safeguards are required to receive severance .
Performance & Track Record
- Legal leadership across 2025 strategic events: Liddy signed the merger 8‑K and DEFA14A, and subsequent compensation award 8‑Ks and credit agreement documentation, indicating direct responsibility for disclosure and transaction execution .
- FY2024 performance context for incentives and governance discourse: $4.03B revenue; GAAP EPS $3.32; non‑GAAP EPS $4.08; long‑term operating margin ambitions reaffirmed .
- Market credibility: share price tripled since 2013, supporting TSR‑linked PSU/MSU structures .
Selected Financial Context (FY2024)
| Metric | FY2024 |
|---|---|
| Revenue | $4.03B |
| GAAP EPS | $3.32 |
| Non‑GAAP EPS | $4.08 |
Board Governance and Compensation Program Design (Context)
- Executive compensation best practices include double‑trigger equity vesting, clawback policy, and prohibition on hedging/pledging .
- STIP metrics: Adjusted Revenue and Adjusted EPS; LTI PSUs: Adjusted FCF, Adjusted ROIC, Relative TSR .
- Say‑on‑pay support improved to 79% in 2024 after shareholder engagement on design continuity and pay‑for‑performance .
Risk Indicators & Red Flags
- Company legal matters: BioZorb device litigation remains pending; outcomes uncertain (costs and unpredictability acknowledged) .
- 2025 impairments: Significant intangible impairments across Acessa, Bolder, Diagenode, Mobidiag units (aggregate $204.0M) reflect portfolio rationalization and lower forecasts—an execution risk to segment growth plans .
- Restructuring actions across 2024–2025 (Mobidiag closures; China reorg; Danbury migration) underscore transformation and cost discipline but carry operational change risks .
Compensation Structure Analysis
- Year‑over‑year emphasis on equity and long‑term metrics (ROIC/FCF/TSR) signals preference for durable value creation over short‑term cash pay .
- RSU form revised to provide merger‑linked double‑trigger acceleration, balancing retention through close with fairness upon involuntary change—subject to release/covenants .
- Retention awards were targeted at NEOs in connection with the merger; not disclosed for Liddy, but the framework indicates transactional retention is used selectively to stabilize leadership through closing .
Investment Implications
- Alignment: Liddy’s double‑trigger CoC agreement, anti‑hedging/pledging policy, and 3‑year PSU metrics (ROIC/FCF/TSR) support long‑term investor alignment and transaction continuity .
- Retention/transition risk: Tail coverage for “anticipation” terminations and RSU acceleration post‑closing reduces flight risk, but release and restrictive covenant compliance conditions can affect timing of payouts .
- Execution watch‑items: Ongoing BioZorb litigation and recent intangible impairments highlight portfolio risk; monitoring post‑merger strategic focus and legal outcomes is prudent .
- Governance: Strong compensation governance practices (clawback, double‑trigger, no pledging) and say‑on‑pay improvement suggest robust shareholder engagement and reduced compensation friction risk .
Citations
Appointment & role:
Merger filings signed:
RSU form/vesting:
Merger timeline/trading policy reference:
FY2024 performance:
Share price/TSR context:
Compensation program metrics & best practices:
Say‑on‑pay 2024:
Anne M. Liddy CoC agreement terms (severance, Good Reason/Cause, period, 280G, release):
Legal/litigation context:
Impairments/restructuring: