Diana De Walt
HOLOGICAbout Diana De Walt
Senior Vice President, Global Human Resources at Hologic (HOLX). Joined in August 2024; age 70; undergraduate degree from St. Cloud State University; holds Senior Professional in Human Resources (SPHR) certification . Prior roles include Chief People Officer at Natera (2015–2017) and SVP, HR at Gen‑Probe (2005–2012) before Hologic’s acquisition; also founded The HR Company, leading HR consulting for 85+ firms over ~11 years . Context on corporate performance and incentive design: say‑on‑pay approvals improved from 69% (2021) to 79% (2024); STIP funded on adjusted revenue and adjusted EPS; PSUs measured on adjusted FCF (50%), adjusted ROIC (25%), and relative TSR (25%) with payout cap at 100% if TSR is negative . Company commentary highlights mid‑single‑digit revenue growth ex‑COVID in FY2024 and sustained growth drivers across core franchises .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Natera, Inc. | Chief People Officer | 2015–2017 | Built executive HR capability at a leading diagnostics firm |
| Gen‑Probe (acquired by Hologic in 2012) | Senior Vice President, Human Resources | 2005–2012 | Led HR through scaling and acquisition integration pathway |
| The HR Company | Founder; HR Consulting Leader | ~11 years pre‑2005 | Provided HR leadership/support to 85+ companies; executive coaching; org build‑outs |
| Mitek Systems, Inc. | Vice President, Human Resources | 1988–1993 | Enterprise HR leadership at a tech platform company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diagnostics & biotech firms (various) | Executive coach; HR leadership development | Prior to Aug 2024 | Strengthened HR leadership pipelines; capability building across sector |
Fixed Compensation
- Not a named executive officer (NEO); her individual base salary, target bonus %, and actual bonus are not disclosed in the proxy. Company compensation philosophy emphasizes competitive pay, well‑being benefits, annual performance incentives, ESPP, and retirement programs .
- Compensation Committee oversees executive pay and delegates limited authority to the Senior Vice President, Human Resources (her role) to grant equity awards to non‑executive officers under Board‑approved limits, with CEO and CFO as alternates .
Performance Compensation
- Short‑Term Incentive Plan (STIP): funding based on pre‑determined adjusted revenue and adjusted EPS goals (FY2025 design consistent with FY2024) .
- Long‑Term Incentive Program (LTIP) mix for executive officers: 50% PSUs, 25% RSUs, 25% stock options (FY2025) .
- PSU performance metrics and weights: adjusted Free Cash Flow (50%), adjusted ROIC (25%), relative TSR (25%); payout capped at 100% if TSR is negative over the 3‑year period .
- Companywide vesting mechanics: options vest 25% per year over 4 years; RSUs vest 33% per year over 3 years; options typically 10‑year term; straight‑line expense attribution unless retirement eligibility triggers acceleration .
PSU Framework (executive officers)
| Metric | Weighting | Measurement Period | Payout Constraints | Vesting |
|---|---|---|---|---|
| Adjusted Free Cash Flow | 50% | 3 years | Standard curve; capped at 100% if TSR < 0% | 3‑year PSU vest contingent on performance |
| Adjusted ROIC | 25% | 3 years | As per plan; FY2025 includes short/long‑term debt securities in ROIC calc | 3‑year PSU vest contingent on performance |
| Relative TSR | 25% | 3 years | Payout capped at 100% if TSR negative | 3‑year PSU vest contingent on performance |
Equity Ownership & Alignment
- Executive stock ownership guidelines: CEO 5× base salary; other executive officers (including SVP roles) 3× base salary within 5 years; unvested RSUs/options do not count toward guideline .
- Hedging and pledging prohibited; insiders may not hold shares in margin accounts or pledge as collateral; also no short sales or buying/selling puts/calls except company‑granted options .
- Clawback policy updated to comply with Nasdaq Rule 10D‑1: mandatory recoupment of excess incentive‑based compensation upon material restatement; discretionary recovery for fraud/willful misconduct .
- Companywide vesting schedules (alignment/retention): options 4‑year, RSUs 3‑year; retirement eligibility can accelerate expense recognition .
Employment Terms
- Severance and Change‑of‑Control Agreement (dated Sept 19, 2024): Change‑of‑Control Period runs through Dec 31, 2027 with automatic 3‑year extensions unless notice is given 30+ days before renewal . Governing law is California .
- Double‑trigger protection: if terminated without Cause or resigns for Good Reason during the Change‑of‑Control Period, she receives (i) accrued obligations (within 30 days), (ii) lump‑sum cash equal to 2.99× (Annual Base Salary + Highest Annual Bonus), and (iii) immediate and automatic vesting/exercisability of all unvested equity awards, exercisable for the shorter of one year post‑termination or remaining term .
- 280G “best‑net” cutback: benefits are reduced to $1 below the excise tax threshold if that yields higher net after‑tax value than full payments; reduction order prioritized (salary/bonus severance first, then cash amounts, benefits, then equity acceleration) .
- Non‑compete voided: the agreement supersedes prior non‑competes; employment is at‑will prior to the Effective Date; standard withholdings apply .
Key Contract Economics
| Term | Provision | Source |
|---|---|---|
| Change‑of‑Control Period | Through Dec 31, 2027; auto‑renewal to maintain 3‑year term at each renewal | |
| Cash Severance Multiple | 2.99× (Annual Base Salary + Highest Annual Bonus) upon CoC termination without Cause/for Good Reason | |
| Equity Acceleration | Immediate vesting/exercisability of all unvested equity upon qualifying CoC termination | |
| 280G Treatment | Best‑net approach; potential cutback to avoid/diminish excise tax | |
| Non‑compete | Void; at‑will employment prior to Effective Date | |
| Governing Law | California | |
| Company Policy Alignment | Double‑trigger equity vesting standard; no tax gross‑ups |
Performance & Track Record
- Advisory and leadership development track across diagnostics/biotech; prior CPO at Natera and SVP HR at Gen‑Probe (pre‑acquisition) .
- Corporate performance context linked to compensation program efficacy: improved say‑on‑pay approvals (2021: 69%; 2022: 70.47%; 2023: 77%; 2024: 79%) and shareholder outreach . Company highlighted mid‑single‑digit revenue growth ex‑COVID for FY2024 and stronger base business drivers versus pre‑pandemic .
Board Governance (context)
- Compensation Committee members: Scott T. Garrett (Chair, not standing for re‑election), Sally W. Crawford, Ludwig N. Hantson, Martin Madaus, Nanaz Mohtashami, Amy M. Wendell; SVP HR delegated authority to grant equity awards to non‑executive officers under constraints .
- Independent compensation consultant: Pearl Meyer; peer group includes Agilent, Boston Scientific, Baxter, Edwards Lifesciences, Illumina, Intuitive Surgical, ResMed, STERIS, Teleflex, Waters, Zimmer Biomet, etc.; target pay assessed competitively .
Equity Ownership & Insider Activity Notes
- Section 16 Form 4 filings are handled via SEC; aggregators indicate De Walt as a reporting officer since 2024. Specific holdings are not disclosed in the proxy; pledging/hedging prohibited by policy . Reference SEC filings page for latest Section 16 updates .
Transaction Overlay (Change‑of‑Control Environment)
- On Oct 21, 2025, Hologic agreed to be acquired by Blackstone and TPG for $76 cash plus up to $3 CVR per share (total up to $79); expected close in H1 2026, subject to approvals; officers of the Company at Effective Time will continue as officers of the Surviving Corporation post‑closing (retention signal) .
Investment Implications
- Alignment: Executive ownership guidelines (3× salary) plus strict anti‑hedging/pledging and robust clawbacks support long‑term alignment and reduce hedging/pledging red flags .
- Retention risk: Contract grants strong double‑trigger protections (2.99× cash + full equity acceleration) during CoC, mitigating exit risk; non‑compete void reduces post‑termination restrictions, but officer continuity through merger is contemplated, supporting stability .
- Pay‑for‑performance linkage: STIP tied to adjusted revenue/EPS; LTIP PSUs balanced across FCF/ROIC/TSR with a negative TSR cap, promoting capital discipline and relative performance focus .
- Governance quality: Improved say‑on‑pay results and ongoing investor engagement suggest compensation program acceptance; independent consultant and defined peer group reduce pay inflation risk, though committee delegation to SVP HR for non‑executive equity requires continued internal controls to avoid unintended dilution .
- Trading signals: No pledging and Section 16 oversight lower forced‑sale risk; monitor any Form 4 activity around vest dates given 3‑year RSU and 4‑year option vesting, and any equity acceleration tied to the pending acquisition timeline .