Stacey D. Stewart
HOLOGICAbout Stacey D. Stewart
Stacey D. Stewart (age 60) is an independent director of Hologic (HOLX) since January 2023, serving on the Audit and Finance Committee. She is the Chief Executive Officer of Mothers Against Drunk Driving (MADD) and brings expertise leading large purpose‑driven organizations, with a background in finance, healthcare policy, and health equity; she holds a BA from Georgetown University and an MBA from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| March of Dimes Inc. | President & CEO | Nov 2016 – Dec 2022 | Led major nonprofit; health equity initiatives |
| United Way Worldwide | U.S. President; EVP for Community Impact Leadership & Learning (various executive roles) | Jun 2009 – Nov 2016 | National impact programs and finance experience |
| Fannie Mae | Senior Vice President | Feb 2007 – Apr 2009 | Finance, policy, secondary mortgage market expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mothers Against Drunk Driving (MADD) | Chief Executive Officer | Jan 2023 – present | CEO oversight, policy advocacy |
| PennyMac Mortgage Investment Trust | Director (public company) | Current | Board service; committee roles not disclosed in HOLX proxy |
Board Governance
- Independence: Stewart is classified as “independent” under Nasdaq rules; all standing committees (Audit & Finance, Compensation, Nominating & Corporate Governance) are fully independent .
- Committee assignment: Audit & Finance member; not a chair. FY2024 meetings: Audit & Finance (10); Compensation (5); Nominating & Corporate Governance (4) .
- Audit & Finance Committee scope: Oversight of financial reporting, internal controls, cybersecurity risk, capital allocation, tax structure, and related‑party transaction approvals; Dockendorff (Chair) and Stamoulis are audit committee financial experts .
- Attendance and engagement: The Board met five times in FY2024; each director attended at least 87% of Board/committee meetings on which they served, with overall director attendance ≈99%; all nine directors nominated for 2024 attended the March 7, 2024 Annual Meeting; independent directors meet in executive session each regular quarterly Board meeting .
- Lead Independent Director: Amy M. Wendell appointed in March 2024 with defined responsibilities to ensure strong independent oversight .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly; no supplemental cash retainer for committee membership |
| Committee chair fees | $0 | Stewart is not a chair; chair stipends: Audit $25,000, Comp $20,000, Nominating $15,000 (quarterly) |
| Meeting fees | $0 | Not disclosed; structure emphasizes retainers and equity; reimbursement of reasonable travel; no perquisites for non‑employee directors |
| FY2024 fees earned (Stewart) | $90,000 | As reported in Director Compensation Table |
Performance Compensation
| Grant Type | Grant Date | Units/Options | Grant Date Fair Value | Vesting | Option Term | Strike/Exercise Price |
|---|---|---|---|---|---|---|
| RSUs (annual) | Mar 7, 2024 | 1,572 | $119,975 | Vests at next Annual Meeting; vested Feb 26, 2025 | ||
| Stock Options (annual) | Mar 7, 2024 | 4,536 | $119,977 | Vests at next Annual Meeting; options term 10 years; exercise price $76.32 | ||
| RSUs (annual) | Feb 26, 2025 | 1,864 | Not disclosed in proxy (grant value follows FY2025 policy) | Vests at next Annual Meeting | ||
| Stock Options (annual) | Feb 26, 2025 | 5,535 | Not disclosed in proxy (grant value follows FY2025 policy) | Vests at next Annual Meeting; options term 10 years; exercise price $64.36 |
- Director equity framework: Annual equity grant totals $240,000 (RSUs $120,000 + options $120,000), granted at Annual Meeting, vesting at next Annual Meeting; options have 10‑year term; pro‑rated grants for mid‑year appointments; structure reviewed in Dec 2024 with no changes recommended .
- Performance metrics: None disclosed for director equity; awards are time‑based RSUs and options; no PSU metrics for directors .
Other Directorships & Interlocks
| External Board | Sector | Potential Interlock/Conflict with HOLX |
|---|---|---|
| PennyMac Mortgage Investment Trust | Financials (REIT/Trust) | No related‑party transactions or supplier/customer ties involving Stewart disclosed in HOLX filings |
Expertise & Qualifications
- Education: BA, Georgetown University; MBA, University of Michigan .
- Core credentials: Executive leadership of large nonprofits; finance background; healthcare policy and health equity perspective .
- Board skills overlay: Contributes to diversity, human capital, healthcare industry insights; Board skills matrix highlights health equity and purpose‑driven leadership among broader healthcare expertise on the Board .
Equity Ownership
| Item | Amount | As‑of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 11,246 | Jan 6, 2025 | Less than 1% of class (225,723,107 shares outstanding) |
| Options currently exercisable or within 60 days | 9,514 | Jan 6, 2025 | Included in beneficial ownership methodology footnote; not credited to ownership guideline |
| RSUs/PSUs vesting within 60 days | 1,572 | Jan 6, 2025 | Vested at 2025 Annual Meeting; not credited to guideline until settled (if deferred) |
| Unvested RSUs (FY2024 year‑end) | 1,572 | Sept 28, 2024 | Year‑end aggregate holdings |
| Director ownership guideline | 5× annual cash retainer | Policy | Compliance expected within 5 years; those subject ≥5 years have met/exceeded guidelines; Stewart joined in 2023 and is within compliance window |
- Hedging/pledging: Prohibited for directors (and employees); no pledging disclosures involving Stewart .
- Option repricing: Not permitted without stockholder approval .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Security | Type | Qty | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2024‑03‑11 | 2024‑03‑07 | Non‑qualified Stock Option (Right to Buy) | Award (A) | 4,536 | 76.32 | 4,536 | |
| 2024‑03‑11 | 2024‑03‑07 | Common Stock (RSU settlement/grant) | Award (A) | 1,572 | 0.00 | 3,304 | |
| 2025‑02‑28 | 2025‑02‑26 | Non‑qualified Stock Option (Right to Buy) | Award (A) | 5,535 | 64.36 | 5,535 | |
| 2025‑02‑28 | 2025‑02‑26 | Common Stock (RSU settlement/grant) | Award (A) | 1,864 | 0.00 | 5,168 |
Insider transaction data retrieved programmatically from Form 4 filings; quantities, prices, and post‑transaction ownership per SEC records.
Governance Assessment
- Board effectiveness: Stewart strengthens stakeholder and health equity perspective on a Board balanced across finance, healthcare, and global experience; her Audit & Finance membership supports oversight of financial reporting, cybersecurity, capital allocation, and related‑party safeguards .
- Independence and engagement: Independent status, participation on an all‑independent committee set, and strong overall Board attendance (each director ≥87%, overall ≈99%) indicate solid engagement and governance hygiene; independent directors meet in executive session quarterly, enhancing oversight .
- Ownership alignment: While her direct share ownership is modest (<1%), the director compensation structure emphasizes equity ($240,000 split RSUs/options annually), with strict 5× retainer ownership guidelines and prohibitions on hedging/pledging—aligning interests with stockholders over time; Stewart is within the 5‑year compliance window .
- Shareholder confidence signal: Stewart received 201,105,790 “For” votes in the Feb 26, 2025 director election, with 2,168,064 “Against” and 174,794 abstentions, suggesting strong investor support relative to peers that year .
- Conflicts/related‑party exposure: No related‑party transactions involving Stewart are disclosed; the only FY2024 related‑party item involved another director’s family member and was reviewed/approved under the established policy, with terms commensurate with peers . Audit & Finance is expressly charged with reviewing related‑party transactions, adding a governance safeguard .
Director Compensation (FY2024 detail for Stewart)
| Item | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $90,000 | Annual retainer only (no committee membership supplements) |
| Stock Awards (RSUs) | $119,975 | Grant‑date fair value; RSUs granted at Annual Meeting |
| Option Awards | $119,977 | Grant‑date fair value; options term 10 years |
| Total | $329,952 | Sum of cash + RSUs + options |
Board Voting Outcomes (FY2025 meeting context)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Director – Stacey D. Stewart | 201,105,790 | 2,168,064 | 174,794 | 7,336,901 |
| Say‑on‑Pay | 169,811,160 | 33,412,544 | 224,944 | 7,336,901 |
| Auditor Ratification (Ernst & Young LLP) | 198,003,334 | 12,516,722 | 265,493 | — |
| Advisory: Replace Supermajority with Simple Majority | 171,853,788 | 30,746,543 | 665,121 | 7,336,901 |
Quorum: 210,785,549 shares represented (93.38%) at the Feb 26, 2025 Annual Meeting .
RED FLAGS and Risk Indicators
- Hedging/pledging: Prohibited for directors; no Stewart pledging disclosed .
- Option repricing: Not permitted without stockholder approval .
- Related‑party transactions: None involving Stewart disclosed; audit committee oversight in place .
- Attendance: No individual low attendance red flags; overall Board attendance ≈99% .
Compensation Committee Analysis (context)
- Director program emphasizes equity alignment (RSUs/options) and modest cash retainer; benchmarking increased annual equity in Mar 2024 to $240,000 to align to market median; no changes recommended in Dec 2024 .
- Ownership guidelines: Directors must hold shares worth 5× retainer within five years; Stewart is within window; those at ≥5 years are compliant .
Notes
- Stewart’s committee: Audit & Finance (member; not chair) .
- Director committee meeting counts in FY2024: Audit & Finance 10; Compensation 5; Nominating & Corporate Governance 4 .
- Director stock holdings (aggregate at FY2024 year‑end): Stewart held 1,572 unvested RSUs and 9,514 shares subject to option awards; RSUs vested within 60 days post Jan 6, 2025 .