Mark Horvath
HOLOGICAbout Mark Horvath
Mark Horvath is Division President, Breast and Skeletal Health Solutions at Hologic, promoted in January 2025 after serving as Corporate Vice President of Global Services (2022–2024) and Vice President, Service Operations for Breast & Skeletal Health since joining Hologic in September 2020. He is 62, holds a bachelor’s degree in economics from McMaster University, and completed leadership coursework at Harvard Business School; prior to Hologic, he spent over 20 years at Stryker, including as Vice President, Global Customer Care . Company performance context during his tenure: FY2024 revenue was $4.03B, GAAP EPS $3.32, adjusted EPS $4.08, with adjusted operating margin ~30% and operating cash flow of ~$1.29B; Hologic highlights mid‑single digit growth in core franchises and says its share price rose from $22.29 (2013) to $80.82 at FY2024 end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hologic, Inc. | Division President, Breast & Skeletal Health Solutions | 2025–present | Leads breast health portfolio; public-facing product/innovation leadership in AI-enabled mammography and interventional breast surgery technologies . |
| Hologic, Inc. | Corporate Vice President, Global Services | 2022–2024 | Oversaw global services; aligns with Breast Health’s recurring revenue expansion (40% of division revenue in FY2024) . |
| Hologic, Inc. | Vice President, Service Operations (Breast & Skeletal Health) | Sep 2020–2022 | Operational leadership supporting service quality and installed base execution . |
| Stryker Corporation | Vice President, Global Customer Care; various leadership roles | 20+ years | Scaled global customer operations; deep commercial and operations expertise . |
External Roles
No public company directorships or external board roles disclosed for Mark Horvath in Hologic’s latest proxy .
Fixed Compensation
Executive compensation framework (applies to Hologic executive officers):
- Base Salary: Market-aligned, role/experience based; annual merit adjustments guided by performance and peer benchmarking .
- Short‑Term Incentive Plan (STIP): Annual cash bonus tied to Adjusted Revenue (60% weight) and Adjusted EPS (40%); FY2024 STIP funded at 109% overall .
- Deferred Compensation Program (DCP): Company contributions vest over 3 years; designed for retention and market competitiveness .
Performance Compensation
STIP metrics and goal rigor (FY2024)
| Metric | Weighting | Target | Maximum | Notes |
|---|---|---|---|---|
| Adjusted Revenue | 60% | ~0.6% increase vs prior-year adjusted revenue | ~6.1% increase vs prior-year adjusted revenue | Calculated constant currency; excludes acquisitions/dispositions impacts; FY2024 STIP funding 109% based on 91% of revenue target and 134% of EPS target . |
| Adjusted EPS | 40% | ~1.3% decrease vs prior-year adjusted EPS | ~11.1% increase vs prior-year adjusted EPS | Non‑GAAP definition per Annex A; reconciled to GAAP EPS . |
LTIP mix and PSU performance design (executive officers)
| Award Type | Weight in LTIP | Performance Metric | Target / Threshold / Max | Vesting |
|---|---|---|---|---|
| Performance Stock Units (PSUs) – Adjusted Free Cash Flow | 50% of PSUs | 3‑year cumulative Adjusted FCF | Target $2,900M; Threshold $2,100M; Max $3,500M | 3‑year cliff vest based on performance . |
| PSUs – Adjusted ROIC | 25% of PSUs | 3‑year average Adjusted ROIC | Target 13%; Threshold 10%; Max 16% | 3‑year cliff vest based on performance . |
| PSUs – Relative TSR | 25% of PSUs | TSR vs custom peer group | Target at 50th percentile; Max at 95th percentile (cap at 100% if absolute TSR negative) | 3‑year cliff vest based on relative percentile . |
| Restricted Stock Units (RSUs) | 25% of LTIP (overall) | n/a | n/a | 3 equal annual installments (years 1–3) . |
| Stock Options | 25% of LTIP (overall) | n/a | n/a | 4 equal annual installments (years 1–4); 10‑year term . |
PSU performance history examples in proxy: FY2021 PSU cohort earned 166% and FY2022 PSU cohort earned 169% overall (mix of FCF, ROIC, TSR) based on delivered performance .
Equity Ownership & Alignment
- Stock Ownership Guidelines: CEO 5× salary; executive officers (including division presidents) 3× salary; expected to meet within 5 years. NEOs subject for 5 years have met/exceeded; the Company prohibits counting unvested RSUs/PSUs and options toward compliance .
- Hedging/Pledging: Prohibited for executive officers and directors; insider trading policy bans short sales, derivatives (other than Company-granted options), margin accounts, or pledging Company stock .
- Clawback Policy: Updated to comply with Nasdaq Rule 10D‑1; mandatory recoupment of excess incentive comp after restatements; discretionary recoupment for fraud/willful misconduct; applies to cash bonuses and equity awards .
Note on Form 4/insider transactions: We attempted to fetch Mark Horvath’s Form 4 trades and post‑transaction ownership via the insider‑trades skill for 2023–2025, but the request returned an authorization error (HTTP 401). As a result, individual beneficial ownership and recent transactions cannot be included here. Company‑level ownership tables in the proxy list directors and NEOs individually; Mr. Horvath is not a named executive officer in FY2024 and is only reflected within the aggregate executive group .
Employment Terms
- Change‑of‑Control Economics: Executive policy is double‑trigger equity acceleration upon termination in connection with a change of control; golden parachute policy with no tax gross‑ups and a 2.99× cap on severance multiples under new agreements (requires shareholder ratification if exceeded) .
- Severance Framework (U.S. executives): For executives like CFO/COO/GC, severance on involuntary termination (without cause) or resignation for good reason typically includes: accrued compensation, pro‑rated annual bonus, one year of salary continuation plus average bonus allocation, and one year health benefits; double‑trigger change‑of‑control benefits align with the CEO structure but with one year of benefits . Mr. Horvath’s specific agreement terms were not disclosed in the proxy .
Performance & Track Record
| Metric | FY2024 | Notes |
|---|---|---|
| Total Revenue ($B) | $4.03 | Company context for divisional leadership. |
| GAAP EPS ($) | $3.32 | Reported EPS. |
| Adjusted EPS ($) | $4.08 | Non‑GAAP per Annex A. |
| Operating Cash Flow ($B) | ~$1.29 | Cash generation supporting LTIP FCF focus. |
| Adjusted Operating Margin (%) | ~30% | Profitability anchor for ROIC focus. |
| Breast Health Revenue ($B) | $1.52; +6.1% CC | Diversifying to recurring/service model (40% revenue from service) . |
Selected capital markets context:
- Share price increased from $22.29 to $80.82 at FY2024 end since CEO’s appointment in 2013 (illustrates TSR backdrop for PSU design) .
Compensation Committee & Peer Benchmarking
- Committee and Consultant: Independent Compensation Committee; Pearl Meyer retained; annual risk assessment—programs deemed not to create material adverse risk .
- Primary Peer Group for pay benchmarking: Agilent, Baxter, Boston Scientific, DENTSPLY Sirona, Edwards, IDEXX, Illumina, Intuitive Surgical, ResMed, Revvity, Steris, Teleflex, Waters, The Cooper Companies, Zimmer Biomet (among others); Hologic positioned near 55th percentile of revenue and 20th percentile of enterprise value in the dataset used .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval (%) |
|---|---|
| 2021 | 69% |
| 2022 | 70.47% |
| 2023 | 77% |
| 2024 | 79% |
Feedback has validated pay‑for‑performance continuity; investors encouraged transparent disclosure of rationale; one investor suggested lengthening vesting periods (committee to evaluate; PSU 3‑year cliffs retained) .
Investment Implications
- Alignment and quality: Executive pay strongly tied to Adjusted Revenue, EPS (annual) and Adjusted FCF, ROIC, and relative TSR (multi‑year); vesting cliffs and ownership guidelines promote long‑term alignment and retention; hedging/pledging bans and clawback policy mitigate governance risk .
- Vesting‑driven supply: RSUs and options vest on defined schedules (3/4 years), and PSUs on 3‑year cliffs—expect periodic settlement-related selling pressure windows for executives broadly; without Form 4 access, individual timing for Mr. Horvath cannot be assessed .
- Change‑of‑control terms: Double‑trigger equity and capped severance (no tax gross‑ups) reduce windfall risk while maintaining retention in strategic events—constructive for transaction execution confidence .
- Execution leverage: Breast Health’s recurring/service mix and AI‑enabled innovations create structural tailwinds under Horvath’s remit; company margins/cash flow support FCF‑weighted PSU emphasis, aligning divisional execution with shareholder value creation .