Christiana Stamoulis
HOLOGICAbout Christiana Stamoulis
Christiana Stamoulis, age 54, has served as an independent director of Hologic, Inc. since 2011. She is Executive Vice President and Chief Financial Officer of Incyte Corporation (since February 2019) and is designated by Hologic’s Board as an “audit committee financial expert.” Her academic credentials include BS in economics and BS in architecture from MIT and an MBA from MIT Sloan focused on applied economics and finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex Pharmaceuticals | SVP, Corporate Strategy & Business Development | 2009–2013 | Led growth initiatives in medical products; finance and corporate strategy expertise |
| Unum Therapeutics | CFO; President (added in Feb 2018) | 2015–Jan 2019 | Built finance function; elevated to President overseeing broader operations |
| Citigroup | Managing Director, Investment Banking (U.S. Life Sciences lead) | 2006–2009 | Built U.S. Life Sciences IB practice; capital markets expertise |
| Goldman Sachs | Investment Banking (majority of IB career) | Prior to 2006 | Advising pharma/biotech on strategic and financing decisions |
| Boston Consulting Group | Strategy Consultant | Early career | Strategy and analytics foundation |
| Independent Advisor (biopharma) | Advisor | 2014 | Strategic and corporate finance advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Incyte Corporation | EVP & Chief Financial Officer | Feb 2019–Present | Public company operating role; biopharma |
| Other public company boards | — | — | None disclosed in Hologic proxy biography |
Board Governance
- Independence: Classified as independent by the Board; all standing committees consist solely of independent directors .
- Committees: Member, Audit & Finance Committee; designated audit committee financial expert alongside the Chair .
- Committee activity: Audit & Finance held 10 meetings in FY2024; focus areas included internal controls, capital allocation, cybersecurity, tax strategy, and impairment considerations .
- Attendance: In FY2024, the Board met five times; each director attended at least 87% of Board and committee meetings with no director missing more than one; overall attendance ~99% . All nine directors nominated in 2024 attended the Annual Meeting on March 7, 2024 .
- Executive sessions: Independent directors convene executive sessions with regularity alongside quarterly Board meetings .
- Time-commitment policy: Corporate Governance Guidelines now include a director time-commitment policy with annual review and numerical limits on external board seats .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer ($) | 90,000 | 90,000 |
| Committee membership fees ($) | 0 (none) | 0 (none) |
| Committee chair fees ($) | N/A (not a chair) | N/A (not a chair) |
| Meeting fees ($) | 0 (not paid) | 0 (not paid) |
| Total fees earned in cash ($) | 90,000 | 90,000 |
Notes:
- Cash retainers are paid quarterly; no supplemental fees for committee membership; chair fees apply only to chairs (Audit $25k, Compensation $20k, Nominating $15k) .
Performance Compensation
| Equity Element | FY2023 Value ($) | FY2024 Value ($) | Vesting/Term |
|---|---|---|---|
| RSUs (annual director grant) | 115,000 | 120,000 | Granted at Annual Meeting; vest at next Annual Meeting |
| Stock Options (annual director grant) | 115,000 | 120,000 | Granted at Annual Meeting; vest at next Annual Meeting; 10-year term |
| Individual reported stock awards ($) | 114,988 | 119,975 | Grant-date fair value (GAAP) |
| Individual reported option awards ($) | 114,975 | 119,977 | Grant-date fair value (GAAP) |
| Total reported compensation ($) | 319,963 | 329,952 | Sum of cash + equity |
Design characteristics:
- Director equity is time-based (RSUs and options); no director performance metrics (e.g., EPS, TSR) apply to director grants; values reflect GAAP grant-date fair value .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Incyte Corporation | CFO (operating role) | No related-party transactions disclosed involving Ms. Stamoulis; Audit & Finance Committee reviews/approves related-party transactions; one FY2024 related-party transaction involved another director’s family member (not her) . |
Expertise & Qualifications
- Financial leadership and capital markets expertise (CFO of Incyte; MD, Citigroup; Goldman Sachs IB; designated audit committee financial expert) .
- Strategic execution in medical products/biotech (Vertex SVP Strategy & BD; Unum Therapeutics CFO/President) .
- Academic credentials: MIT BS (economics), MIT BS (architecture), MIT Sloan MBA (applied economics/finance) .
Equity Ownership
| Ownership Metric (as of Jan 6, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 100,180 | Includes shares and certain derivatives per SEC rules |
| Percent of class (%) | <1% | Based on 225,723,107 shares outstanding |
| Options (currently exercisable or within 60 days) | 54,708 | Counted in beneficial ownership per SEC rules |
| RSUs/PSUs vesting within 60 days | 1,572 | Counted in beneficial ownership per SEC rules |
| Deferred equity (vested but settlement deferred) | 0 | Not counted toward director ownership guidelines unless settled |
| Unvested RSUs at FY2024 year-end | 1,572 | As of September 28, 2024 |
| Director stock ownership guidelines | 5× annual cash retainer; 5-year compliance window | Only outstanding shares and vested deferred RSUs counted; all directors subject ≥5 years have met/exceeded guidelines |
| Hedging/pledging policy | Prohibited for directors and employees | Alignment-positive; reduces red-flag risk |
Governance Assessment
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Strengths
- Independent director with deep finance and strategy credentials; audit committee financial expert designation enhances oversight of reporting, controls, capital allocation, and cybersecurity .
- Strong board/committee engagement evidenced by robust Audit & Finance agenda (10 meetings in FY2024) and near-perfect overall Board attendance (~99%) with minimum individual attendance ≥87% and no director missing more than one meeting .
- Alignment with shareholders via meaningful equity participation, stringent ownership guidelines (5× retainer), and prohibitions on hedging/pledging; beneficial ownership reported at 100,180 shares plus near-term options/RSUs .
- No related-party transactions or conflicts disclosed involving Ms. Stamoulis; related-party oversight resides with Audit & Finance .
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Considerations
- External operating role (CFO of Incyte) increases time demands; Hologic’s written director time-commitment policy and high attendance metrics mitigate capacity risk .
- Director compensation is predominantly equity and time-based (no director performance metrics), consistent with peer practice but offers limited direct pay-for-performance levers at the director level; however, Hologic’s executive program maintains rigorous performance metrics (PSUs over 3 years: FCF, ROIC, relative TSR), supporting overall governance quality .
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Investor confidence signals
- Say‑on‑pay approval rose to 79% in 2024 (from 77% in 2023), following expanded shareholder outreach and continued use of multi‑year PSU metrics—indicative of constructive investor sentiment toward governance and compensation frameworks .
RED FLAGS: None identified specific to Ms. Stamoulis (no pledging/hedging, no related-party transactions, independence affirmed, high attendance) .