Ludwig N. Hantson
HOLOGICAbout Ludwig N. Hantson
Independent director of Hologic since 2018 (approximately six years of service), age 62. Former CEO of Alexion (through its July 2021 acquisition by AstraZeneca) and Baxalta (led the 2015 spin from Baxter), with earlier senior roles at Baxter, Novartis (2001–2010), and Johnson & Johnson; holds a Ph.D. in motor rehabilitation and physical therapy and a master’s in physical education from the University of Louvain (Belgium) . He is classified as independent under Nasdaq standards and serves on the Compensation Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals, Inc. | Chief Executive Officer | Mar 2017 – Jul 2021 (acquired by AstraZeneca) | Led global biopharma; CEO through sale to AstraZeneca |
| Baxalta Incorporated | President & Chief Executive Officer | 2015–2016 | Led Baxalta’s successful spin-off from Baxter (Jul 2015) |
| Baxter International Inc. (BioScience) | President, Baxter BioScience | Joined May 2010 | Established BioScience as innovative specialty/rare disease business |
| Novartis AG | CEO Pharma North America; CEO Europe; President Pharma Canada | 2001–2010 | Multiple country/region P&L roles |
| Johnson & Johnson | Marketing and R&D roles (increasing responsibility) | 13 years (pre-2001) | Commercial and development leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Dr. Hantson . |
| Alexion Pharmaceuticals, Inc. | Director (former) | — | Listed among former public company boards . |
| Baxalta Incorporated | Director (former) | — | Listed among former public company boards . |
Board Governance
- Independence and committees: Independent; serves on Compensation and Nominating & Corporate Governance Committees; all committees comprised solely of independent directors under Nasdaq rules .
- Committee meeting cadence FY2024: Audit & Finance (10), Compensation (5), Nominating & Corporate Governance (4); Board met 5 times .
- Attendance and engagement: Each director attended at least 87% of Board/committee meetings; no director missed more than one meeting; overall ~99% attendance; all nine nominees attended the Mar 7, 2024 annual meeting .
- Governance practices: Lead Independent Director structure; regular executive sessions; prohibition on hedging/pledging by directors; stock ownership guidelines for directors; time-commitment policy with numerical limit on board seats .
Fixed Compensation (Non‑Employee Director Pay Structure)
| Element | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly in advance . |
| Committee membership fees | $0 | No supplemental fees for committee membership . |
| Chair retainers (if applicable) | Audit Chair $25,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $15,000 | Dr. Hantson is not disclosed as chair of any committee . |
| Lead Independent Director retainer | $40,000 (pro-rated in FY2024 due to mid-year transition) | Not applicable to Dr. Hantson . |
| Reimbursements/perqs | Travel reimbursed; private air travel offered for meetings as necessary; no retirement benefits/perquisites for non-employee directors | D&O insurance and standard indemnification agreements provided . |
2024 actual director compensation (Hantson):
| Name | Fees Earned (Cash) | Stock Awards (RSUs) | Option Awards | Total |
|---|---|---|---|---|
| Ludwig N. Hantson | $90,000 | $119,975 | $119,977 | $329,952 |
Performance Compensation (Equity and Alignment)
| Component | Grant Value/Mix | Vesting/Term | Performance Metrics | Notes |
|---|---|---|---|---|
| Annual equity grant | $240,000 total; $120,000 RSUs + $120,000 options | RSUs and options granted at annual meeting; vest at next annual meeting; options 10‑year term | None for directors (time-based; not performance-conditioned) | Equity mix emphasizes alignment with stockholders . |
| Program changes | Annual equity raised from $230,000 to $240,000 effective Mar 7, 2024 | No changes recommended Dec 2024 | — | — |
Observation: Director equity is time-vested (no formulaic financial/ESG metrics), but options introduce pay-at-risk via stock price performance; majority of pay is equity ($240k vs $90k cash) reinforcing alignment .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Hantson . |
| Former public boards | Alexion; Baxalta . |
| Interlocks/related-party exposure | No Hantson-related related-party transactions disclosed; one transaction involved another director’s family member (Crawford), reviewed/approved per policy . |
Expertise & Qualifications
- Board-selected qualifications: Global biopharma leadership; operational expertise; >30 years industry experience; educated outside U.S.; adds international perspective aligned with Hologic’s strategy .
- Skill matrix context: Six of eight nominees have CEO/CFO experience, supporting board oversight depth; Hantson is among the former CEOs .
Equity Ownership
| Measure (as of Jan 6, 2025 unless noted) | Amount |
|---|---|
| Beneficial ownership (shares) | 42,348; less than 1% of outstanding |
| Options (exercisable within 60 days) | 34,951 |
| RSUs/PSUs vesting within 60 days | 1,572 |
| Deferred equity (vested but settlement deferred) | 3,695 |
| Ownership guidelines (directors) | 5x annual base cash retainer; expected within 5 years; only issued shares and vested/deferred RSUs count; all directors subject for 5 years have met/exceeded |
| Hedging/pledging | Prohibited for directors; no holding in margin accounts or pledging allowed |
Governance Assessment
- Board effectiveness and engagement: Active participation across two key committees (Compensation; Nominating & Corporate Governance) with robust FY2024 meeting cadence and near‑perfect overall attendance signal high engagement and effective oversight .
- Independence/Conflicts: Independent under Nasdaq; no Hantson-related related-party transactions disclosed; company prohibits hedging/pledging and conducts annual board/committee self‑assessments with structured refreshment, including a time‑commitment policy—favorable for investor confidence .
- Pay alignment: Director pay skews to equity (roughly 73% equity vs 27% cash in FY2024), with option exposure linking compensation to stock performance; equity grant increased to market median effective 2024, then maintained—pragmatic, not inflationary .
- Ownership alignment: Meaningful director ownership guidelines (5x cash retainer) and policy disclosure that all directors past the 5‑year window meet/exceed the requirement (Hantson >5 years) strengthen alignment; no pledging permitted—reduces risk .
- Shareholder sentiment signal: Say‑on‑pay support trend improved (2021: 69%; 2022: 70.47%; 2023: 77%; 2024: 79%), indicating rising investor comfort with compensation and governance oversight; although this pertains to executives, it reflects the Compensation Committee’s stewardship (of which Hantson is a member) .
RED FLAGS: None specific to Dr. Hantson disclosed. No related‑party issues, hedging/pledging, attendance concerns, or option repricings noted for directors; chair fees and travel practices appear standard market practice .