Jan Verstreken - Group President, International | HOLOGIC (HOLX) Executive Profile & Compensation

About Jan Verstreken

Jan Verstreken, age 57, serves as Group President, International at Hologic, a role he has held since October 2020; he joined Hologic in January 2017 after senior leadership roles at Teleflex and co-founding Access Medical SA in 1992 . He holds a Bachelor of Marketing from the Hoger Handels Instituut in Turnhout, Belgium, with leadership coursework at Thunderbird School of Global Management and the Levinson Institute at Harvard . In fiscal 2024 his STIP paid out at 117% of target ($611,323) based on corporate metrics (adjusted revenue and adjusted EPS) and individual objectives tied to international growth, pipeline execution, and succession planning . Company long-term incentives during his tenure emphasize adjusted FCF, adjusted ROIC, and relative TSR, with recent PSU cycles vesting well above target (e.g., FCF PSUs at 146–200%, ROIC PSUs at 200%, TSR PSUs at 100–160%), signaling execution against value-creation metrics .

Past Roles

Organization	Role	Years	Strategic Impact
Hologic	Group President, International	Oct 2020–present	Achieved international base-business growth targets; advanced pipeline/partnership alignment; accelerated succession planning
Hologic	Regional President, EMEA, Canada & LatAm	Pre–Oct 2020	Led multi-region operations prior to current role
Teleflex	President, Asia Pacific (APAC)	2013–2016	Regional P&L leadership in APAC
Teleflex	Regional VP & GM, EMEA	2009–2013	Drove EMEA commercial execution
Access Medical SA	Co-founder	1992	Laparoscopic devices provider; later acquired by Teleflex

External Roles

Organization	Role	Years	Strategic Impact
Access Medical SA	Co-founder	1992	Built specialized laparoscopic surgical devices company (acquired by Teleflex)

Fixed Compensation

Multi-year compensation (USD grant-date fair values, fiscal years ended Sept 28):

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	581,806	639,388	693,399
Stock Awards ($)	1,139,960	1,578,997	1,555,966
Option Awards ($)	374,986	499,989	499,996
Non-Equity Incentive Plan Compensation ($)	602,473	645,706	611,323
All Other Compensation ($)	54,194	159,904	225,211 (housing $36,679; auto $22,008; Swiss pension $166,524)
Total ($)	2,753,419	3,523,984	3,585,895

Base salary levels (set at fiscal year start, local currency):

NEO	FY2024 Salary (local)	FY2023 Salary (local)	Percentage Increase
Jan Verstreken	£615,000	£475,000	5.1%

Notes:

Company converts Mr. Verstreken’s compensation from Swiss Francs to USD for reporting .

Performance Compensation

Short-Term Incentive Plan (STIP) – Fiscal 2024:

Corporate financial objectives: adjusted revenue and adjusted EPS; payouts range 0–200% of target .
Individual objectives (International): accelerate international base-business growth; execute new product launches/partnerships; strengthen succession planning .

Component	Target Payout ($)	Threshold ($)	Maximum ($)	Actual Paid ($)	Actual vs Target (%)
STIP (FY 2024)	520,049	260,025	1,040,099	611,323	117%

Long-Term Incentive Awards (FY 2024 grants approved Nov 6, 2023; granted Nov 14, 2023):

Mix: PSUs (50% FCF; 25% ROIC; 25% TSR), RSUs, and stock options .
Vesting: PSUs cliff after 3-year period; RSUs in 3 equal annual installments; options in 4 equal annual installments (10-year term) .

Award Type	Grant Date	Target Shares	Threshold	Target	Max	Performance Goal	Vesting
FCF PSUs	11/14/2023	6,950	Adj. FCF $2,100M	$2,900M	$3,500M	3-year cumulative adjusted FCF (0–200% payout)	3-year cliff
ROIC PSUs	11/14/2023	3,475	Avg adj. ROIC 10%	13%	16%	3-year average adjusted ROIC (0–200% payout)	3-year cliff
TSR PSUs	11/14/2023	3,475	≥25th percentile	50th percentile (100%)	95th percentile (200%)	3-year relative TSR vs TSR Peer Group	3-year cliff
RSUs	11/14/2023	6,950	—	—	—	Time-based	3 annual tranches
Stock Options	11/14/2023	20,056	—	—	—	Time-based	4 annual tranches; 10-year term

Recent PSU performance (companywide reference):

Fiscal 2021 PSU cycles: FCF PSUs earned and vested at 200%; ROIC PSUs at 200%; TSR PSUs at 100% .
Fiscal 2022 PSU cycles: FCF PSUs at 146%; ROIC PSUs at 200%; TSR PSUs at 160% .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (as of Jan 6, 2025)	209,613 shares; less than 1% of class
Shares acquired on vesting (FY 2024)	17,407 shares; $1,174,252 value realized
Options exercised (FY 2024)	None
Options exercisable within 60 days (as of Jan 6, 2025)	118,973
RSUs/PSUs vesting within 60 days	— (none listed for Mr. Verstreken)
Deferred equity	Not eligible for Company’s Deferred Equity Plan (non‑US)
Executive stock ownership guidelines	NEOs: 3x base salary within five years; counted equity includes issued and outstanding shares or vested/deferred; no unvested RSUs/PSUs or options credited
Hedging/Pledging	Prohibited by Insider Trading Policy (no hedging, no margin/pledging)

Selected outstanding option positions (illustrative from FY2024 year-end disclosure):

Grant Date	Exercisable (#)	Unexercisable (#)	Exercise Price ($)	Expiration
2/1/2017	7,564	—	40.85	2/1/2027
12/1/2017	12,490	—	40.85	12/1/2027
11/12/2018	13,971	—	40.97	11/12/2028
11/11/2019	15,387	—	45.61	11/11/2029
7/1/2020	29,002	—	56.97	7/1/2030
11/9/2020	9,381	3,128	68.35	11/9/2030

Employment Terms

Term	Provision
Employment Agreement	Amended and restated June 2023
Severance (no change of control)	24 months of total compensation (base pay, bonus, allowances, benefits or cash equivalent) upon termination other than in connection with a change in control
Change-of-Control (CoC)	If terminated on/within 3 years following CoC: accrued obligations (incl. pro‑rated bonus), 2.99x annual base salary, 2.99x bonus, full vesting of equity
Potential payments (illustrative, as of 9/28/2024)	CoC total: $8,738,908 (cash $3,628,210; share awards $5,110,698) ; Involuntary termination w/o cause or good reason total: $2,608,556 (cash $2,426,896; allowances $117,374; health/welfare $64,286) ; Death/Disability share awards: $3,858,891
Clawback	Compliant with Nasdaq Rule 10D‑1; mandatory recoupment on restatement; Board discretion for fraud/willful misconduct
Hedging/Pledging policy	Hedging and pledging strictly prohibited
Equity retirement provisions	At eligible retirement, RSUs/options continue to vest on schedule; PSUs vest on original vesting date based on actual performance (subject to threshold)
Deferred compensation eligibility	Not eligible for DCP/DEP (non‑US employee)
Swiss Group Retirement Plan	Defined contribution plan; total 20% of eligible salary (base+bonus up to 882,000 CHF), funded 60% Company/40% employee
Perquisites (FY 2024)	Housing allowance $36,679; automobile allowance $22,008; Company contribution to executive Swiss pension plan $166,524
Equity grant timing	Granted during open window post annual earnings release; no grants in blackout around material filings; no MNPI timing

Investment Implications

Pay-for-performance alignment: STIP tied to adjusted revenue/EPS with 0–200% payout range; 2024 payout at 117% of target evidences linkage to corporate/individual performance . Long-term PSUs tied to adjusted FCF, adjusted ROIC, and relative TSR with recent cycles vesting above target (146–200%), indicating execution against cash generation, capital efficiency, and relative return benchmarks .
Retention and change-in-control economics: International executive agreement provides 24 months compensation on non-CoC termination and 2.99x salary+bonus plus full equity vesting upon CoC termination (within three years), reducing departure risk and aligning management focus through potential transactions .
Insider selling pressure signals: FY2024 showed no option exercises and 17,407 shares vesting ($1.17M realized), suggesting limited forced selling from exercises; ongoing RSU/PSU schedules create predictable vesting flow to monitor for trading windows .
Alignment and governance: 3x salary ownership guideline (5-year compliance window) and prohibition on hedging/pledging strengthen alignment; non-US status excludes Mr. Verstreken from DCP/DEP, reducing deferred settlement complexities versus US NEOs .