Jennifer M. Schneiders
HOLOGICAbout Jennifer M. Schneiders
Jennifer M. Schneiders, Ph.D., is President, Diagnostic Solutions at Hologic (HOLX). She is 57 and was promoted to her current role in April 2023 after serving as VP, U.S. Sales and Commercial Excellence and earlier leading Diagnostic Laboratory Solutions; she joined Hologic via its acquisition of Third Wave Technologies in 2008 and began her career at Third Wave in 1998 . She holds a B.A. in Biochemistry from Trinity College and a Ph.D. in Biochemistry from Boston College . Under her division’s remit, fiscal 2024 Diagnostics revenue fell 5.2% due to COVID roll-off but grew 5.9% excluding COVID, with Molecular Diagnostics up 9.0% organically in constant currency and the Panther installed base expanding to more than 3,330 instruments . Companywide, fiscal 2024 delivered adjusted operating margin of ~30%, nearly $1.3B operating cash flow, and adjusted organic constant currency revenue growth of 5.3% excluding COVID-19 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hologic | President, Diagnostic Solutions | Apr 2023–present | Leads Diagnostics (Molecular, Cytology, Biotheranostics); division grew 5.9% ex‑COVID and Molecular up 9.0% in FY24; expanding Panther utilization and menu . |
| Hologic | VP, U.S. Sales & Commercial Excellence, Diagnostics | Nov 2022–Apr 2023 | Commercial execution driving assay adoption and U.S. sales momentum . |
| Hologic | VP, Diagnostic Laboratory Solutions | Sep 2020–Nov 2022 | Advanced clinical solutions, supported menu expansion and utilization . |
| Hologic | Senior Director, Clinical Solutions | Pre‑2020 | Built clinical evidence and customer solutions supporting Women’s Health assays . |
| Third Wave Technologies (acquired by Hologic 2008) | Various roles | 1998–2008 | Early commercial/technical leadership in molecular diagnostics; foundation for Hologic’s Diagnostics franchise . |
External Roles
No public company directorships or external board roles are disclosed for Dr. Schneiders in Hologic’s executive officer biographies .
Fixed Compensation
Not individually disclosed for Dr. Schneiders in the Summary Compensation Table (she is not an NEO). Hologic’s executive cash incentive framework is companywide:
| Component | Design | FY2024 Calibration/Result |
|---|---|---|
| Base Salary | Competitive pay reflecting role/experience | NEO base salaries adjusted 3.5%–55% based on performance/market; illustrative of company approach . |
| Short‑Term Incentive Plan (STIP) | Cash bonus tied to Adjusted Revenue (60% weight) and Adjusted EPS (40% weight), plus individual/divisional objectives | Adjusted Revenue achieved 91% of target; Adjusted EPS 134% of target; STIP funded at 109% of target . |
Performance Compensation
| Long‑Term Incentive (LTI) | Weighting | Metric/Target | Maximum | Vesting |
|---|---|---|---|---|
| Performance Stock Units (PSUs) | 50% of LTI | Adjusted Free Cash Flow: 3‑yr cumulative $2,900M | $3,500M | 3‑yr cliff, performance‑based . |
| Adjusted ROIC: 3‑yr average 13% | 16% | 3‑yr cliff, performance‑based . | ||
| Relative TSR: 50th percentile | 95th percentile | 3‑yr cliff, payout capped at 100% if absolute TSR negative . | ||
| Restricted Stock Units (RSUs) | 25% of LTI | Time‑based | — | Annual vesting over 3 years . |
| Stock Options | 25% of LTI | Time‑based | — | Annual vesting over 4 years . |
STIP metrics, weighting, and payout mechanics are standardized for executives; 2024 targets were set against the backdrop of COVID test revenue decline and a divestiture, with rigorous non‑GAAP definitions reconciled in the proxy’s annex .
Equity Ownership & Alignment
- Stock ownership guidelines: Executives (other than CEO) are expected to hold Hologic stock equal to 3× base salary within five years of becoming subject to the guidelines; tracked by the Nominating & Corporate Governance Committee .
- Hedging/pledging: Prohibited for executive officers and directors under Hologic’s Insider Trading Policy .
- Clawback: Updated to comply with Nasdaq/Exchange Act Rule 10D‑1; mandatory recoupment of excess incentive pay upon a restatement, and discretionary recoupment for fraud/willful misconduct .
- Change‑of‑control vesting: Double‑trigger equity acceleration (no single‑trigger), consistent with best practices .
Transaction update (Blackstone/TPG acquisition agreement, Oct 21, 2025):
- Options: All outstanding unvested options vest at closing; “Tranche 1” in‑the‑money options are cashed out at $76 less strike per share and receive one CVR per underlying share; “Tranche 2” options convert into one CVR per underlying share; other options are cancelled .
- RSUs: Awards granted before Oct 21, 2025 (and director RSUs) are cancelled and convert into the merger consideration (cash + CVR) per share; awards granted on/after Oct 21 convert into Restricted Cash (equal to $76 per share) plus a “CVR Equivalent” cash award mirroring CVR payments, both vesting on original schedules .
- CVRs: Pay up to $3.00 total per share over FY2026–FY2027, contingent on Breast Health revenue milestones; CVRs are non‑tradeable, non‑equity rights .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | Joined Hologic via Third Wave acquisition in March 2008; promoted to President, Diagnostic Solutions in April 2023 . |
| Severance & CoC policy | Executive severance limited to ≤2.99× salary+bonus absent shareholder approval; double‑trigger CoC equity acceleration; no tax gross‑ups . |
| Ownership rules | 3× salary stock ownership guideline; hedging/pledging prohibited . |
| Clawback | Mandatory recoupment upon accounting restatement; discretionary for fraud/willful misconduct . |
Division and Company Performance (context for pay‑for‑performance)
| Metric | FY2023 | FY2024 | Change |
|---|---|---|---|
| Diagnostics GAAP Revenue ($B) | — | $1.78 | −5.2% YoY due to COVID decline . |
| Diagnostics ex‑COVID (constant currency) | — | +5.9% | Growth in core menu and Panther utilization . |
| Molecular Diagnostics (constant currency) | — | +9.0% | Strong assay adoption (BV CV/TV, respiratory, women’s health) . |
| Panther Installed Base (units) | ~1,700 (FY2019 exit) | >3,330 | Installed base nearly doubled since FY2019 . |
| Consolidated Adjusted Organic CC Revenue ex‑COVID ($B) | 3.610 | 3.799 | +5.3% (+$189.6M) . |
| Consolidated GAAP Revenue ($B) | 4.030 | 4.030 | Flat; mix shift away from COVID . |
| Adjusted Operating Margin | — | ~30% | Best‑in‑class margin profile . |
| Operating Cash Flow ($B) | — | ~$1.3 | Strong cash generation . |
Notes: “Adjusted” and “constant currency” are non‑GAAP measures with reconciliations provided in Annex A of the proxy .
Investment Implications
- Alignment and incentives: Dr. Schneiders’ compensation follows Hologic’s performance‑oriented design—STIP tied to Adjusted Revenue/EPS and LTI centered on cash generation (Adjusted FCF), capital efficiency (Adjusted ROIC), and stockholder value (Relative TSR)—which aligns Diagnostics execution with shareholder outcomes .
- Execution track record: Diagnostics resilience ex‑COVID (+5.9% FY24; Molecular +9.0%) underpins cash flow and margin durability; continued Panther installed base growth and assay adoption support multi‑year visibility .
- Change‑of‑control economics and retention: Under the pending buyout, equity awards vest/convert to cash+CVR structures, creating near‑term payout certainty and potential accelerated vesting; CVR benchmarks are tied to Breast Health revenue, not Diagnostics, which may reduce direct CVR linkage to her division but preserve broad alignment via Restricted Cash/CVR‑equivalents and double‑trigger protections .
- Governance risk mitigants: No hedging/pledging; clawback in place; severance capped at ≤2.99× without shareholder approval—limiting windfalls and reinforcing pay discipline .
Potential red flags to monitor: The transaction shifts equity to cash/CVR constructs, which could impact long‑term equity alignment; retention awards were disclosed for certain NEOs (CFO, COO, Group President, International) but not for Dr. Schneiders—track post‑closing role continuity and any subsequent Form 4 activity to assess selling pressure or retention risk .