Martin Madaus
HOLOGICAbout Martin Madaus
Dr. Martin Madaus, age 65, is an independent director of Hologic (HOLX) appointed effective December 6, 2024. He brings deep industry, technical, business, and international experience, with prior CEO roles in diagnostics and life sciences; he holds a Doctor of Veterinary Medicine from the University of Munich and a Ph.D. in Veterinary Medicine from the Veterinary School of Hanover in Germany .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlyle Group | Operating Executive | Feb 2019–Present | Private equity operating executive; broad portfolio oversight |
| Sherlock Biosciences, Inc. | Chief Operations Officer | Sep 2020–Apr 2021 | COO in molecular diagnostics |
| Ortho Clinical Diagnostics, Inc. | Chairman & Chief Executive Officer | Jun 2014–Feb 2019 | Led blood testing diagnostics company |
| Millipore Corporation | Chairman, President & Chief Executive Officer | 2005–2010 | Led life sciences firm; Millipore was acquired by Merck KGaA in 2010 |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Azenta, Inc. | Director | Current |
| Quanterix Corp. | Director | Current |
| Repligen Corp. | Director | Current |
| Standard Bio Tools Inc. | Director | Former |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board determined Dr. Madaus is independent under Nasdaq standards; all Board committees are composed entirely of independent directors .
- Committee activity: Fiscal 2024 meetings—Audit & Finance (10), Compensation (5), Nominating & Corporate Governance (4). Chairs: Audit & Finance—Charles J. Dockendorff; Nominating & Corporate Governance—Amy M. Wendell; Compensation—Scott T. Garrett (not standing for re-election; Ms. Mohtashami expected to be appointed Chair) .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
- Board attendance: In fiscal 2024 the Board met five times; all directors attended at least 87% of applicable meetings, with ~99% overall attendance; last Annual Meeting (Mar 7, 2024) saw 100% director attendance by those nominated .
- Tenure at HOLX: Director since 2024; less than one year of service at time of proxy .
Fixed Compensation
Director compensation structure (FY2024 program, carried into FY2025 unless changed):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non-employee directors) | $90,000, paid quarterly |
| Lead Independent Director stipend | $40,000 (prorated if appointment mid-year) |
| Committee Chair fees | Audit & Finance: $25,000; Compensation: $20,000; Nominating & Corporate Governance: $15,000; paid quarterly |
| Committee membership fees | None (no supplemental fees) |
| Annual equity grant (each non-employee director) | $240,000 grant-date value: $120,000 RSUs + $120,000 stock options; granted at Annual Meeting; vests at next Annual Meeting; options 10-year term |
| Pro-rated equity for mid-year joiners | Pro-rated RSU/option grant; Dr. Madaus received a pro-rated grant upon election in Dec 2024 |
| FY2024 compensation paid | Dr. Madaus did not receive compensation in fiscal 2024 (appointed early fiscal 2025) |
| Expenses/benefits | Reimbursed reasonable travel; indemnification agreements; no retirement benefits or perquisites |
Stock ownership guidelines for directors: Required ownership equal to 5x annual base cash retainer within five years of election; unvested RSUs and all options do not count toward compliance; directors subject to guidelines for five years have met/exceeded them .
Performance Compensation
- Directors at HOLX do not have performance-based cash bonuses or PSUs tied to operating metrics; director equity vests time-based at the next Annual Meeting (RSUs and options) and options have a 10-year term .
- Vesting specifics: RSUs granted at Annual Meeting, vest at next Annual Meeting; options granted at Annual Meeting, vest at next Annual Meeting, 10-year term .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Azenta, Quanterix, Repligen |
| Former public boards | Standard Bio Tools |
| Potential interlocks/conflicts | No HOLX-related party transactions disclosed involving Dr. Madaus; Audit & Finance Committee reviews and approves any related-party transactions under a formal policy . |
Expertise & Qualifications
- Qualifications highlighted by HOLX: deep industry, technical, business, and international experience; strong leadership background .
- Board skills composition notes: Six of eight director nominees have CEO/CFO experience; diverse global perspectives; healthcare industry expertise across the Board .
Equity Ownership
Beneficial ownership as of January 6, 2025:
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Martin Madaus | 1,358 | * (<1%) | Includes options and RSUs/PSUs vesting within 60 days |
| Breakdown (within 60 days) | Options: 1,016; RSUs/PSUs: 342; Deferred equity: 0 | — | Footnote detail |
Ownership policy notes:
- No hedging or pledging of HOLX securities permitted by directors; robust director stock ownership guidelines in place .
Governance Assessment
- Independence & committee roles: Independent director serving on Compensation and Nominating & Corporate Governance—positions central to pay and governance oversight; committees comprise only independent directors, strengthening board effectiveness .
- Engagement & attendance: Board executive sessions each regular meeting; strong overall attendance (~99%) fosters effective oversight. Dr. Madaus is newly appointed (Dec 2024), with full-year attendance data not applicable yet .
- Director time commitment: HOLX adopted a director time commitment policy with a numerical limit on public company board seats; Board highlighted refreshment and leadership changes, including new Lead Independent Director and the election of Dr. Madaus, in response to investor feedback .
- Alignment & ownership: Director equity (RSUs/options) and 5x retainer ownership guideline support alignment; prohibited hedging/pledging reduces misalignment risk .
- Pay program credibility: Executive say-on-pay approval increased to 79% in 2024 and 77% in 2023; investors expressed support for compensation program continuity and Board refreshment efforts, signaling constructive investor confidence in governance .
- Related-party transactions: Only disclosed RPT in FY2024 involved stepson of another director (Sally W. Crawford) employed by HOLX; compensation commensurate with peers; no indication of Madaus-related RPTs, reducing conflict risk .
- RED FLAGS: None disclosed specific to Dr. Madaus. Monitoring items include multi-board service (addressed by HOLX’s time commitment policy) and ensuring avoidance of related-party exposure given private equity affiliation; Audit & Finance Committee oversight mitigates risks .
Overall: Dr. Madaus adds seasoned diagnostics/life sciences leadership to HOLX’s Board with independence, core committee roles, and clear ownership alignment. Newly appointed status limits historical attendance/engagement data, but governance structures (independence, executive sessions, ownership guidelines, RPT oversight) are robust and investor feedback on governance/compensation has been favorable .