Charles J. Dockendorff
HOLOGICAbout Charles J. Dockendorff
Independent director of Hologic since 2017; age 70. Former Executive Vice President and Chief Financial Officer of Covidien plc/Tyco Healthcare (1995–2015), with deep expertise in financial accounting, operations, and strategy for global healthcare companies. Serves as Chair of Hologic’s Audit and Finance Committee and is designated an audit committee financial expert; holds a B.S. in accounting (UMass Amherst) and an M.S. in finance (Bentley) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covidien plc / Tyco Healthcare | EVP & CFO | 1995–2015 | Led financial reporting and controls for a global medtech business . |
| Kendall Healthcare Products | VP & Controller | 1994–1995 | Financial leadership during Tyco Healthcare foundation years . |
| Kendall Healthcare Products | Controller | 1989–1994 | Built finance function ahead of Tyco Healthcare formation . |
| Epsco Inc.; Infrared Industries, Inc. | CFO; VP Finance & Treasurer | Pre-1989 | Senior finance leadership roles . |
| Arthur Young & Company; General Motors | Accountant | Early career | Foundational accounting experience . |
External Roles
| Company | Role | Notes |
|---|---|---|
| Boston Scientific Corporation | Director | Current public company board . |
| Haemonetics Corporation | Director | Current public company board . |
| Keysight Technologies, Inc. | Director | Current public company board . |
Board Governance
- Independence: Identified as independent; seven of eight director nominees are independent; all committees comprised solely of independent directors .
- Committee assignments: Audit & Finance Committee Chair; committee met 10 times in FY2024; Dockendorff designated audit committee financial expert .
- Attendance and engagement: Board met five times in FY2024; each director attended at least 87% of Board/committee meetings, no director missed more than one; overall attendance ~99%. All nine directors nominated in 2024 attended the March 7, 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session in conjunction with each regular Board meeting .
- Oversight scope: Audit & Finance oversees financial reporting, internal controls, cybersecurity risk, financing and capital allocation; reviews/approves related-party transactions .
- Governance practices: No hedging/pledging permitted for directors; robust stock ownership guidelines; majority vote standard; proxy access; regular shareholder engagement and ESG oversight .
Fixed Compensation
| Component | FY2024 Policy | FY2024 Amount (Dockendorff) |
|---|---|---|
| Annual cash retainer | $90,000 cash, paid quarterly | $115,000 (includes $25,000 Audit & Finance Chair retainer) . |
| Committee member fees | None (no supplemental fees for membership) | N/A . |
| Committee chair fees | Audit & Finance Chair: $25,000; Compensation Chair: $20,000; Nominating Chair: $15,000 | Included in total fees above . |
| Meeting fees | None disclosed for directors | N/A . |
Performance Compensation
Directors receive equity to align with shareholders; awards are time-based (no performance metrics).
| Grant Type | FY2024 Structure | Dockendorff FY2024 Values |
|---|---|---|
| RSUs | Annual RSUs valued at $120,000; vest on next Annual Meeting | $119,975 (grant-date fair value) . |
| Stock Options | Annual options valued at $120,000; vest on next Annual Meeting; 10-year term | $119,977 (grant-date fair value) . |
| Total annual equity | $240,000 per director (increased from $230,000 effective Mar 7, 2024) | Included above . |
| Vesting/Term specifics | RSUs/options granted at Annual Meeting; vest at next Annual Meeting; options 10-year term | As per policy . |
No director performance metrics (e.g., EPS, TSR) are tied to director compensation; equity is time-based for alignment .
Other Directorships & Interlocks
| Company | Sector Overlap | Potential Interlock Considerations |
|---|---|---|
| Boston Scientific Corporation | Medical devices | Industry adjacency noted; no related-party transactions disclosed for Dockendorff at Hologic . |
| Haemonetics Corporation | Medtech (blood systems) | Industry adjacency noted; no related-party transactions disclosed for Dockendorff at Hologic . |
| Keysight Technologies, Inc. | Electronic test & measurement | Broader industrial technology; no related-party transactions disclosed for Dockendorff at Hologic . |
Expertise & Qualifications
- Financial leadership: 20 years as CFO at Covidien/Tyco Healthcare; extensive SEC reporting, internal control oversight, and capital allocation experience .
- Audit expertise: Audit committee financial expert designation; deep oversight of financial reporting and cybersecurity risk at Hologic .
- Education: B.S. in Accounting (UMass Amherst); M.S. in Finance (Bentley) .
- Strategic/operational: Demonstrated value creation, operations and strategy depth applicable to Hologic’s global medtech footprint .
Equity Ownership
| Holding Category | Quantity | Notes |
|---|---|---|
| Unvested RSUs | 1,572 units | As of Sept 28, 2024 . |
| Stock options (exercisable + unexercisable) | 38,335 shares | As of Sept 28, 2024 . |
| Ownership guidelines | 5x annual cash retainer; 5-year compliance timeline . | All directors subject for 5 years have met/exceeded guidelines . |
| Hedging/pledging | Prohibited for directors . | Policy restriction . |
Governance Assessment
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Strengths:
- Independent director; Chair of Audit & Finance with audit committee financial expert status—supports high-quality financial oversight, internal controls, and cybersecurity risk governance .
- Majority of director pay in equity with standardized vesting—aligns incentives with shareholder outcomes; clear ownership guidelines and anti-hedging/pledging policy enhance alignment .
- Strong engagement and attendance culture; Board/committee attendance ~99% overall; no director missed more than one meeting in FY2024; annual meeting attendance by all nominated directors in 2024 .
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Potential risks and mitigants:
- Multi-board commitments (BSC, Haemonetics, Keysight) can pose time-commitment risks; Hologic instituted a director time-commitment policy in its Corporate Governance Guidelines and reports strong attendance metrics, mitigating risk .
- Industry adjacency with other medtech boards could raise perceived conflict concerns; Hologic’s Audit & Finance Committee reviews related-party transactions, and no Dockendorff-related transactions were disclosed in FY2024 .
-
Compensation structure signals:
- Board modestly increased annual director equity grants to market median ($240,000 from $230,000) effective March 7, 2024, keeping majority of director compensation equity-based—consistent with alignment, not entrenchment .
- No meeting fees or perquisites beyond travel reimbursement; transparent, simple structure .
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Shareholder feedback:
- Say-on-pay approvals improved to 79% in 2024 (from 77% in 2023), reflecting broader support for pay practices; Board continues year-round investor outreach and integrates feedback into governance and compensation frameworks .
RED FLAGS
- None disclosed specific to Dockendorff: no related-party transactions; hedging/pledging prohibited by policy; attendance robust .
- Monitor multi-board time commitments given Audit Chair workload, though mitigated by policy and attendance outcomes .