Wayde McMillan
HOLOGICAbout Wayde McMillan
Wayde D. McMillan was elected to Hologic’s Board of Directors effective April 4, 2025 and appointed to the Audit and Finance Committee the same day; he is currently the Chief Financial Officer of Solventum Corporation (3M’s healthcare carve‑out) and previously served as CFO of Insulet, and finance executive at Medtronic and Covidien . He holds a B.S. in Business Administration from Merrimack College and an MBA from Bentley University; as of November 18, 2025 he is listed as a director on Hologic’s 10‑K signature page .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solventum Corporation | Chief Financial Officer | 2024–present | Senior finance leadership in med‑tech |
| 3M Company – Health Care Business Group | Chief Financial Officer | Nov 2023–2024 | Led finance for carve‑out business |
| Insulet Corporation | EVP, Chief Financial Officer & Treasurer | Mar 2019–Nov 2023 | Public company CFO; capital markets and scaling operations |
| Medtronic plc – Minimally Invasive Therapies Group | CFO & VP Finance | Jan 2015–Feb 2019 | Finance leadership in surgical devices |
| Covidien plc | Various leadership positions | Nov 2006–Jan 2015 | Progressive finance/operational roles |
| Earlier career (accounting/audit/IR) | Finance roles at various institutions | Not disclosed | Early grounding in accounting and IR |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solventum Corporation | Chief Financial Officer | 2024–present | Executive role; no outside public company directorships disclosed |
Board Governance
- Committee assignments: Audit & Finance Committee member effective April 4, 2025; the Audit & Finance Committee oversees financial reporting, internal controls, capital allocation and cybersecurity, and is composed entirely of independent directors under Nasdaq and SEC rules .
- Independence status: McMillan is a non‑employee director; Hologic states all Board committees consist solely of independent directors and the Board has a strong independent leadership framework, including executive sessions of independent directors at each regular meeting .
- Tenure on this board: Director since April 4, 2025 .
- Engagement norms: Audit & Finance held 10 meetings in FY2024; Compensation 5, Nominating & Corporate Governance 4, indicating substantial committee workload and oversight cadence .
Fixed Compensation
| Component | Amount/Terms | Applicability |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $90,000 paid quarterly | Program applies to McMillan as a non‑employee director |
| Committee membership fees | None for membership | Applies across committees |
| Committee chair retainers | Audit & Finance Chair $25,000; Compensation Chair $20,000; Nominating & CG Chair $15,000 (paid quarterly) | Not applicable unless McMillan serves as a chair |
| Lead Independent Director retainer | $40,000 (paid quarterly) | Not applicable to McMillan |
Performance Compensation
| Equity Component | Grant Value | Grant Date/Term | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | $120,000 portion of annual $240,000 grant | Granted on date of Annual Meeting each year | Vests at next year’s Annual Meeting | Directors joining after Annual Meeting receive prorated grants; applies to McMillan (joined Apr 4, 2025) |
| Stock Options | $120,000 portion of annual $240,000 grant | Granted on date of Annual Meeting each year | Vests at next year’s Annual Meeting; 10‑year term | Directors joining after Annual Meeting receive prorated grants |
| Performance metrics tied to director pay | Not applicable | — | — | Hologic director equity is time‑based; no operating/TSR metrics apply to directors |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for McMillan |
| Related‑party/Item 404 transactions | Company states McMillan has no direct or indirect material interest in any transaction requiring Item 404(a) disclosure |
Expertise & Qualifications
- Deep finance and accounting expertise with multiple public med‑tech CFO roles (Solventum, Insulet) and senior finance leadership in surgical/diagnostics at Medtronic and Covidien; aligns with Audit & Finance oversight on financial reporting, capital allocation and cybersecurity .
- Formal education includes B.S. in Business Administration (Merrimack College) and MBA (Bentley University), reinforcing financial acumen .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (at appointment) | Common stock: 0 shares reported on Form 3 filed April 9, 2025 (event date April 4, 2025) |
| Shares pledged/hedged | Hologic prohibits hedging or pledging by directors; no pledging reported for McMillan |
| Stock ownership guidelines | Directors must hold shares equal to 5x the annual cash retainer; expected to meet within 5 years of election; only outstanding shares and vested deferred RSUs count |
| Compliance status | Not yet applicable; newly appointed April 2025 with a 5‑year compliance window |
Insider Trades
| Filing | Date | Key Details |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Filed Apr 9, 2025 (event 04/04/2025) | Reports 0 shares of common stock; relationship: Director; signed by attorney‑in‑fact |
Governance Assessment
- Positive signals: Appointment to Audit & Finance Committee leverages extensive CFO experience in med‑tech, strengthening oversight of financial reporting, capital allocation and cybersecurity . Company governance practices include independent committees, executive sessions, and robust director ownership guidelines, supporting board effectiveness and alignment .
- Alignment and incentives: Director compensation is equity‑heavy ($240,000 annual grant split between RSUs and options, prorated for post‑meeting appointees), reinforcing long‑term alignment; he will be compensated under this program as a non‑employee director .
- Conflicts/related‑party exposure: Company affirmatively disclosed no Item 404 related‑party transactions for McMillan upon appointment; he will enter the standard indemnification agreement used for directors .
- Ownership watch‑items: Initial Form 3 shows zero shares at appointment, typical for new directors; monitor accumulation via prorated RSU/option grants and potential open‑market purchases to meet 5x retainer guideline over the five‑year compliance window .
- Broader context: With a pending proposed acquisition, Hologic notes directors may be deemed participants in proxy solicitation; this elevates governance scrutiny and the importance of independent committee oversight during strategic transactions .