Karleen M. Oberton
HOLOGICAbout Karleen M. Oberton
Karleen M. Oberton is Chief Financial Officer of Hologic (HOLX), serving since August 2018, after joining Hologic in 2006 as corporate controller and becoming Chief Accounting Officer in 2015; prior roles include senior corporate controller at Immunogen (2004–2006), and audit leadership at Ernst & Young and Arthur Andersen. She holds a B.S. in Business Administration (Merrimack College) and was an active CPA for over 18 years; she also serves on Merrimack College’s Leadership Council . Under Hologic’s leadership team, FY2024 results included $4.03B revenue, non-GAAP EPS of $4.08, adjusted operating margin ~30%, and operating cash flow ~$1.29B, with organic constant-currency revenue (ex-COVID) up 5.3% . Say‑on‑pay approval improved to 79% in 2024 (from 77% in 2023; 70.47% in 2022), reflecting support for pay-for-performance structures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hologic, Inc. | Chief Financial Officer | Aug 2018–present | Capital allocation (M&A, buybacks), margin discipline, global scaling |
| Hologic, Inc. | Chief Accounting Officer | 2015–2018 | Strengthened reporting and controls |
| Hologic, Inc. | Corporate Controller | 2006–2015 | Built finance infrastructure |
| Immunogen | Senior Corporate Controller | 2004–2006 | Led corporate accounting |
| Ernst & Young; Arthur Andersen | Audit leadership (Life Sciences; High Tech) | Not disclosed | Audit, controls, industry specialization |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merrimack College | Leadership Council Member | Not disclosed | Higher-ed engagement; talent pipeline |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | $599,038 | $649,038 | $694,231 (base set at beginning of FY; CFO FY2024 target salary disclosed as $700,000) |
| 401(k) Company Match ($) | $— | $— | $14,129 |
| Perquisites ($) | $— | $— | Auto allowance $7,800; travel reimbursements $14,919; travel-related tax reimbursements $6,198 |
| DCP Company Contribution ($) | $— | $183,400 | $183,400 (Nov 2023); $155,000 (Nov 2024 grant for FY2025) |
Notes:
- Company match and perquisites are components of “All Other Compensation” in FY2024 .
- DCP contributions vest over 3 years; balances detailed below .
Performance Compensation
Annual Cash Incentive (STIP) Design and Outcome (FY2024)
| Component | Weighting | Threshold | Target | Maximum | Company Actual | Company Payout | CFO Individual Payout |
|---|---|---|---|---|---|---|---|
| Adjusted Revenue | 60% | ~prior-year level reflecting divestitures | +0.6% vs FY2023 | +6.1% vs FY2023 | 91% of target | Contributed to 109% funding | CFO total bonus $600,000 (114% of target) |
| Adjusted EPS | 40% | ~prior-year level | −1.3% vs FY2023 | +11.1% vs FY2023 | 134% of target | Contributed to 109% funding | CFO objectives met (capital allocation; IT partnership; talent) |
| CFO STIP Payout Schedule (FY2024) | Threshold ($) | Target ($) | Maximum ($) | Actual Bonus ($) |
|---|---|---|---|---|
| CFO | $260,337 | $520,673 | $1,041,346 | $600,000 |
Key CFO objectives/outcomes: drove capital allocation (share repurchases and acquisitions) while maintaining net leverage targets; elevated IT as a strategic partner; progressed finance succession/talent .
Long-Term Incentives (FY2024 grant; mix and metrics)
| Element | FY2024 Value ($) | Shares/Units | Terms |
|---|---|---|---|
| RSUs | $624,943 | 8,687 units | Vest 3 equal annual tranches |
| Stock Options | $624,995 | 25,070 options @ $71.94 strike | 4-year annual vest; 10-year term |
| PSUs – Adjusted FCF | $624,943 | 8,687 target | 3-year cliff; cumulative FCF target $2.9B (threshold $2.1B; max $3.5B) |
| PSUs – Adjusted ROIC | $312,435 | 4,343 target | 3-year cliff; 10% threshold, 13% target, 16% max |
| PSUs – Relative TSR | $382,445 | 4,343 target | 3-year cliff; 25th pct threshold, 50th target, 95th max; 100% cap if absolute TSR negative |
Recent PSU outcomes (FY2022 cycle; granted Nov 2021, vested Nov 2024):
- FCF PSUs: 146% of target (cumulative adjusted FCF $3,822M) .
- ROIC PSUs: 200% of target (three-year average adjusted ROIC 16.96%) .
- TSR PSUs: 160% of target (three-year TSR 79th percentile) .
Pay Versus Performance (Context)
- FY2024 total shareholder return value of $100 initial investment: $125.59; net income $790M; adjusted revenue ~$4,030M .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (Shares) | 151,171; <1% of class |
| Options currently exercisable (60 days) | 89,510 |
| Deferred equity (vested but settlement deferred) | 41,121 |
| FY2024 Option Exercises | 32,805 shares; value realized $1,299,420 |
| FY2024 Stock Vested | 30,346 shares; value realized $2,044,708 |
| Non‑Qualified Deferred Comp Balance | $5,061,974; FY2024 registrant contribution $183,400 |
Alignment policies:
- Executive stock ownership guidelines: 3× base salary for executive officers; all NEOs subject for 5 years exceed guideline .
- Hedging/pledging prohibited for executives/directors .
Employment Terms
| Provision | Detail |
|---|---|
| Severance (without cause / good reason) | Lump-sum pro-rated bonus; 1 year continuation of prior-year salary and average annual bonus; 1 year medical/dental |
| Change-of-Control (double trigger) | 2.99× annual base salary + “highest annual bonus”; pro‑rata bonus; 1 year medical/dental; immediate vesting of equity |
| Potential Payments (as of 9/28/24) – Change-of-Control | Total $10,396,284; cash $4,009,284; share awards $6,359,674; DCP accel $26,200; benefits $1,126 |
| Potential Payments – Involuntary termination (no CoC) | Total $1,342,024; cash $1,340,898; benefits $1,126 |
| Potential Payments – Death/Disability | Total $6,857,884; cash $1,987,564; share awards $4,840,743; DCP accel $26,200; benefits $3,377 |
| Clawback | Mandatory recoupment for restatement; Board discretion for fraud/willful misconduct |
| Tax Gross‑ups | None on severance/change-of-control |
Transaction retention bonus:
- On Oct 21, 2025, CFO granted $1,000,000 cash retention (paid within 30 days); 50% clawback if within 6 months post‑closing she voluntarily resigns (without good reason after closing) or is terminated for cause .
Compensation Peer Group (Benchmarking context)
| Selected Peers |
|---|
| Agilent, Baxter, Boston Scientific, Edwards Lifesciences, IDEXX, Illumina, Intuitive Surgical, The Cooper Companies, ResMed, Teleflex, Waters, Revvity, Zimmer Biomet |
Compensation Structure Observations
- Mix emphasizes performance: STIP ties to adjusted revenue/EPS; LTI allocates 50% to PSUs (FCF, ROIC, TSR), 25% RSUs, 25% options .
- Goal rigor: FY2024 targets set amid COVID testing roll‑off and SSI divestiture; STIP funded at 109% on above‑target EPS and near‑target revenue .
- Best practices: Double‑trigger CoC; clawback; no hedging/pledging; no option repricing; no tax gross‑ups; independent consultant; ownership guidelines .
Equity Grant and Vesting Detail (FY2024)
| Grant Date | Instrument | Shares/Units | Strike | Vesting |
|---|---|---|---|---|
| Nov 14, 2023 | RSUs | 8,687 | N/A | 3‑year annual tranches |
| Nov 14, 2023 | Options | 25,070 | $71.94 | Annual over 4 years; 10‑year term |
| Nov 14, 2023 | PSUs – FCF | 4,343 threshold; 8,687 target; 17,374 max | N/A | 3‑year cliff; cumulative FCF goals |
| Nov 14, 2023 | PSUs – ROIC | 2,171; 4,343; 8,686 | N/A | 3‑year cliff; 10%/13%/16% |
| Nov 14, 2023 | PSUs – TSR | 2,171; 4,343; 8,686 | N/A | 3‑year cliff; 25th/50th/95th percentile |
Investment Implications
- Pay-for-performance alignment: CFO’s 2024 bonus (114% of target) and PSU outcomes (FCF 146%, ROIC 200%, TSR 160%) signal strong execution on cash generation, returns, and shareholder value, underpinning margin and cash flow guidance .
- Retention risk mitigants: Robust double‑trigger CoC and recent $1M retention bonus with clawback reduce near-term departure risk during pending take‑private (Blackstone/TPG) process; equity accelerations could create event-driven liquidity but clawbacks temper voluntary exit incentives .
- Insider selling pressure: FY2024 realized value from option exercises and vesting ($1.30M; $2.04M) reflects scheduled vesting; hedging/pledging prohibitions and ownership guidelines limit misalignment/overhang risk .
- Governance quality: No tax gross‑ups; clawbacks; improving say-on-pay support (79%) suggest shareholder-favorable structures and reduce compensation-related controversy risk .