DEF 14A of Haemonetics Corp, Jun 16, 2023

DEF 14A of Haemonetics Corp

Filed Jun 16, 2023 · FY20230000313143-23-000028

Open on EDGAR

  1. BOARD COMPOSITION AND THE DIRECTOR NOMINATION PROCESS

    BOARD COMPOSITION AND THE DIRECTOR NOMINATION PROCESS The Governance and Compliance Committee is responsible for reviewing and assessing the appropriate skills, experience and background required for the Board. Because our business operates in regulated healthcare markets around the globe and encompasses research and development, manufacturing and marketing functions that are subject to technological and market changes, the skills, experience and backgrounds that are needed are diverse. While the priority and emphasis of each factor changes from time to time to take into account the current needs of the Company, the aim is to have a diverse portfolio of talents and backgrounds, including diversity with respect to age, gender, race, ethnicity and experience in aspects of business or technology relevant to the Company’s business. The Governance and Compliance Committee and the Board review and assess the importance of these factors as part of the Board’s annual self-evaluation process, and the Governance and Compliance Committee at least annually reviews and reports to the Board on what skills and characteristics it believes are reflected in the then-current directors and what additional qualifications should be sought in new directors to augment the skills and expertise on the Board. These steps are intended to ensure that the Company continues to create and sustain a Board that can support and effectively oversee the Company’s business. Although the Board has not adopted any absolute prerequisites for Board service, the Governance and Compliance Committee considers the following minimum criteria when identifying nominees:

  2. BOARD COMPOSITION AND THE DIRECTOR NOMINATION PROCESS

    | Background | Qualifications | | His or her skills, experience and acumen as they relate to the Company's needs and the current state of its markets | His or her independence from the Company and management, as defined under SEC and NYSE rules | | His or her integrity, independence, diversity, experience, leadership and ability to exercise sound judgment | His or her contemporaneous service on other public company boards of directors and related committees | | His or her knowledge of the healthcare sector and the markets in which the Company participates | His or her ability to participate fully in Board activities and represent the Company's stakeholders |

  3. BOARD COMPOSITION AND THE DIRECTOR NOMINATION PROCESS

    As discussed elsewhere in this Proxy Statement, with Ms. Burzik's upcoming retirement, the gender diversity of our Board will decrease from 33% to 25% following the 2023 Annual Meeting of Shareholders. The Board, along with the Governance and Compliance Committee, has a near-term goal of achieving a Board composition of at least 30% gender diverse directors. The Governance and Compliance Committee is actively interviewing new director candidates, including gender diverse candidates, and intends to appoint a new member to the Board before the 2024 Annual Meeting of Shareholders. In the case of current directors being considered for re-nomination, the Governance and Compliance Committee will also take into consideration the director’s history of attendance at Board and committee meetings, tenure as a member of the Board and preparation for and participation in such meetings.

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  5. PRESENT TERMS EXPIRING IN 2023 AND PROPOSED TERMS TO EXPIRE IN 2024

    PRESENT TERMS EXPIRING IN 2023 AND PROPOSED TERMS TO EXPIRE IN 2024

  6. PRESENT TERMS EXPIRING IN 2023 AND PROPOSED TERMS TO EXPIRE IN 2024

    | Age: 59 | CHRISTOPHER A. SIMON President and Chief Executive Officer, Haemonetics Corporation | | | Mr. Simon is President and Chief Executive Officer of the Company. He joined Haemonetics in May 2016 and our Board in September 2016. Mr. Simon previously served as a Senior Partner of McKinsey & Company where he led the Global Medical Products Practice. Mr. Simon served as a consultant with McKinsey & Company beginning in 1993 and was the lead partner for McKinsey & Company’s strategy review with Haemonetics that began in October 2015, where he gained invaluable insights into the Company’s business and markets. Prior to his career at McKinsey & Company, Mr. Simon served in commercial roles with Baxter Healthcare Corporation and as a U.S. Army Infantry Officer in Korea with the 1st Ranger Battalion. He also currently serves on the Board of Directors of AdvaMed, a global trade association of companies that develop, produce, manufacture and market medical technologies. Mr. Simon earned a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School. Skills and Qualifications: As President and Chief Executive Officer of the Company, Mr. Simon provides the Board with an intensive understanding of the Company's business, operations and strategy. Mr. Simon also brings to the Board more than 20 years of experience in helping businesses transform and grow. | | Independent Age: 68 Other Public Co. Board Service: •Avient Corp. | ROBERT E. ABERNATHY Retired Chairman and Chief Executive Officer, Halyard Health, Inc. | | | Mr. Abernathy joined our Board in October 2017 and is Chair of the Compensation Committee and a member of the Governance and Compliance Committee. Mr. Abernathy served as Chairman of the Board of Directors and Chief Executive Officer of Halyard Health Inc., a publicly-traded medical technology company and spin-off from Kimberly-Clark, from October 2014 until his retirement in June 2017 (he continued as Chairman until September 2017). Mr. Abernathy joined Kimberly-Clark, a global personal care products company, in 1982 and held numerous roles of increasing responsibility, including President of Kimberly-Clark’s Global Health Care business, Group President, Developing & Emerging Markets, Managing Director, Kimberly-Clark Australia and President, North Atlantic Consumer Products. Skills and Qualifications: Mr. Abernathy brings to the Board extensive leadership experience in the healthcare industry and in international operations, including in-depth knowledge and insight on the needs of healthcare providers and patients and enterprise risk management matters. | | Independent Age: 61 | MICHAEL J. COYLE Former President and Chief Executive Officer, iRhythm Technologies, Inc. | | | Mr. Coyle joined our Board in April 2020 and is a member of both the Audit Committee and the Technology Committee. Mr. Coyle previously served as the President and Chief Executive Officer of iRhythm Technologies, Inc., a digital healthcare company, from January 2021 to June 2021. From December 2009 to January 2021, Mr. Coyle served as Executive Vice President and Group President, Cardiac and Vascular Group of Medtronic plc (and its predecessor, Medtronic, Inc.), a global medical device company, where he oversaw four of the company’s business divisions. Mr. Coyle previously served as President of the Cardiac Rhythm Management division at St. Jude Medical Inc. from 2001 to 2007 and earlier in his career held numerous leadership positions at St. Jude and Eli Lilly & Company. Mr. Coyle previously served on the boards of iRhythm Technologies, Inc. and of two NASDAQ-listed medical device companies responsible for making catheter-based products. He holds six U.S. patents related to cardiovascular medical device products and technologies. Skills and Qualifications: Mr. Coyle's many years of executive experience in the medical device industry, including building global businesses and bringing technologies to important medical markets, provides the Board with a valuable perspective as the Company pursues growth and advances its innovation agenda. His leadership positions with global medical device companies also brings additional expertise to the Board in strategic planning, enterprise risk management, market development and international operations. |

  7. PRESENT TERMS EXPIRING IN 2023 AND PROPOSED TERMS TO EXPIRE IN 2024

    | Independent Age: 68 Other Public Co. Board Service: •Boston Scientific Corporation •Hologic, Inc. •Keysight Technologies, Inc. | CHARLES J. DOCKENDORFF Retired Executive Vice President and Chief Financial Officer, Covidien plc | | | Mr. Dockendorff joined our Board in July 2014 and is Chair of the Audit Committee and a member of the Governance and Compliance Committee. Mr. Dockendorff served as Executive Vice President and Chief Financial Officer of Covidien plc, a global healthcare company, and its predecessor, Tyco Healthcare, from 1995 until his retirement in 2015. Mr. Dockendorff joined the Kendall Healthcare Products Company, the foundation of the Tyco Healthcare business, in 1989 as Controller and was named Vice President and Controller five years later. Prior to joining Kendall/Tyco Healthcare, Mr. Dockendorff was the Chief Financial Officer, Vice President of Finance and Treasurer of Epsco, Inc. and Infrared Industries, Inc. Earlier in his career, Mr. Dockendorff worked as an accountant for Arthur Young & Company (now Ernst & Young LLP) and the General Motors Corporation. Skills and Qualifications: Mr. Dockendorff is a highly-respected healthcare industry leader with extensive experience in finance and corporate management. As a retired Chief Financial Officer of a large global healthcare products company, Mr. Dockendorff brings to the Board many years of leadership experience in accounting and financial management and planning as well as enterprise risk management. | | Independent Age: 69 Other Public Co. Board Service: •Apogee Enterprises, Inc. •Beazer Homes USA, Inc. •VSE Corporation | LLOYD E. JOHNSON Retired Global Managing Director, Finance and Internal Audit, Accenture Corporation | | | Mr. Johnson joined our Board in August 2021 and is a member of both the Audit Committee and the Governance and Compliance Committee. Mr. Johnson served as Global Managing Director, Finance and Internal Audit at Accenture Corporation from 2004 until his retirement in 2015, where he led the global management consulting company’s audit organization and provided strategic leadership in finance, risk, compliance and governance. Prior to joining Accenture, Mr. Johnson served as Executive Director, M&A and General Auditor for Delphi Automotive PLC, a global automotive technology industry leader. He has also held senior financial leadership positions at Emerson Electric Corporation, Sara Lee Corporation and Shaw Food Services. In addition to his public company board service, Mr. Johnson also serves on the boards of AARP, where he is Board Chair, and the National Association of Corporate Directors (NACD) Carolinas Chapter. He was named one of the "Most Influential Black Corporate Directors" by Savoy in 2017 and has been listed as a "Director to Watch" in 2018 and 2020 by Directors & Boards. Skills and Qualifications: Mr. Johnson has over 35 years of corporate finance leadership experience, mostly at multi-national public companies. He brings to the Board significant expertise and strategic insight in the areas of accounting and financial management, mergers and acquisitions, international operations, business development, corporate governance and enterprise risk management. |

  8. PRESENT TERMS EXPIRING IN 2023 AND PROPOSED TERMS TO EXPIRE IN 2024

    | Independent Age: 70 Other Public Co. Board Service: •Axon Enterprise, Inc. | MARK W. KROLL, Ph.D. Retired Senior Executive Officer at St. Jude Medical, Inc. | | | Dr. Kroll joined our Board in 2006 and is a member of both the Compensation Committee and the Technology Committee. He currently serves as an Adjunct Full Professor of Biomedical Engineering at the University of Minnesota. From 1995 until his retirement in 2005, Dr. Kroll held a variety of executive leadership positions at St. Jude Medical, Inc., a global medical device company, including as Senior Vice President and Chief Technology Officer for the Cardiac Rhythm Management division and as Vice President of the Tachycardia Business division. Dr. Kroll has more than 25 years of experience with cardiovascular devices and instrumentation and is the named inventor of more than 380 U.S. patents as well as numerous international patents. He is a fellow of the American College of Cardiology, Heart Rhythm Society, Institute of Electronics and Electrical Engineering and the American Institute for Medicine and Biology in Engineering. In 2010, Dr. Kroll was awarded the Career Achievement Award in Biomedical Engineering, among the highest international awards in biomedical engineering. Skills and Qualifications: Dr. Kroll is a well-known pioneer in the field of electrical medical devices and a distinguished technology expert throughout the global medical device industry. He brings to the Board extensive expertise in the areas of medical innovation and technology. |

  9. PRESENT TERMS EXPIRING IN 2023 AND PROPOSED TERMS TO EXPIRE IN 2024

    | Independent Age: 68 Other Public Co. Board Service: •Embecta Corp. | CLAIRE POMEROY, M.D., M.B.A. President, Albert and Mary Lasker Foundation | | | Dr. Pomeroy joined our Board in April 2019 and is a member of both the Compensation Committee and the Technology Committee. Since 2013, Dr. Pomeroy has served as the President of the Albert and Mary Lasker Foundation, a private foundation that seeks to improve health by accelerating support for medical research through recognition of research excellence, education and advocacy. Previously, Dr. Pomeroy served as Dean of the UC Davis School of Medicine and Vice Chancellor of the UC Davis Health System. In addition to her public company board service, Dr. Pomeroy also is Chair of the Center for Women in Academic Medicine and Science and a director of the Lasker Foundation, the Sierra Health Foundation, the Science Philanthropy Alliance, the Science Communication Lab and the Morehouse School of Medicine. Dr. Pomeroy previously served on the board of directors of Becton, Dickinson and Company, from which she resigned in March 2022 in connection with joining the board of directors of Embecta Corp., a diabetes care spin-off of Becton, Dickinson and Company. Skills and Qualifications: Dr. Pomeroy is an expert in infectious diseases with broad leadership experience in health system administration, healthcare delivery, medical research and public health. She provides the Board with important perspectives in the areas of global health services, health policy and medical innovation. | | Independent Chair Age: 71 Other Public Co. Board Service: •Azenta, Inc. •Boston Scientific Corporation •Synchrony Financial | ELLEN M. ZANE CEO Emeritus of Tufts Medical Center | | | Ms. Zane joined our Board in January 2018 and serves as the Chair of the Board, Chair of the Governance and Compliance Committee and a member of the Compensation Committee. Ms. Zane is CEO Emeritus of Tufts Medical Center, where she served as President and Chief Executive Officer from 2004 to 2011. Prior to 2004, Ms. Zane served as Network President for Partners Healthcare System, a physician/hospital network sponsored by the Harvard-affiliated Massachusetts General Hospital and Brigham and Women's Hospital. Ms. Zane also previously served as Chief Executive Officer of Quincy Hospital in Quincy, Massachusetts. Ms. Zane has previously served as a director of Century Capital Management, Parexel International Corporation, Lincare Holdings Inc. and Press Ganey Holdings. Ms. Zane previously served on the Company's Board from 2012 to 2016. Ms. Zane was named to the NACD Directorship 100 for 2021, an annual award that recognizes the most influential boardroom leaders each year. Skills and Qualifications: Ms. Zane is a nationally renowned healthcare leader with substantial public company board experience. She brings to the Board extensive functional and leadership expertise in the healthcare industry, including with respect to strategy development, finance, operational effectiveness and enterprise risk management. |

  10. PROCESS FOR DETERMINING DIRECTOR COMPENSATION

    PROCESS FOR DETERMINING DIRECTOR COMPENSATION We seek to offer our directors compensation that is consistent with other companies of our revenue, industry and operational scope. The Compensation Committee, with input from its independent compensation consultant, is responsible for annually reviewing and recommending to the Board any changes to director compensation. For fiscal 2023, based on a market assessment of director compensation at our peer companies, the Compensation Committee recommended and the Board approved an increase in the value of annual equity award grants for non-employee directors from $180,000 to $190,000. Directors receive a $55,000 annual retainer with an additional $10,000 meeting retainer which covers attendance at up to eight Board meetings. If the Board meets more than eight times per year, each director receives $2,000 for each additional live meeting and $750 for each additional telephonic meeting. The Board Chair receives an annual retainer of $250,000 in place of the standard Board retainer and meeting fees. Committee Chairs are paid an additional retainer as follows: Audit Committee Chair $20,000; Compensation Committee Chair $15,000; Governance and Compliance Committee and Technology Committee Chairs $10,000. For attendance at Committee meetings, members of the Audit Committee are paid $12,000 for attending up to 12 meetings per year, members of the Compensation Committee are paid $9,000 for up to eight meetings per year, and members of the Governance and Compliance and Technology Committees are paid $6,000 for up to eight meetings per year. Each non-employee director is eligible to receive an annual equity grant with an approximate value of $190,000. The grant is in the form of restricted stock units which vest on the first anniversary of the date of grant. Directors elected outside of the Annual Meeting of Shareholders receive a prorated annual equity award based on the number of days to be served from their date of election through the first anniversary of the last Annual Meeting of Shareholders. We reimburse directors for reasonable travel expenses incurred in connection with Board and committee meetings. We also extend coverage to them under our directors’ and officers’ indemnity insurance policies and have entered into our standard form of Indemnification Agreement with each director. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors.

  11. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023 The following table sets forth the compensation paid to our non-employee directors for service on our Board during fiscal 2023. Compensation for Christopher A. Simon, our President and Chief Executive Officer, is set forth in the Summary Compensation Table beginning on page 39. Mr. Simon does not receive any additional compensation for his service as a director.

  12. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    | Name | Fees Earned or Paid in Cash ($) | | Stock Awards(1) ($) | | Total ($) | | | Robert E. Abernathy | $ | 95,000 | $ | 189,953 | $ | 284,953 | | Catherine M. Burzik | $ | 93,000 | $ | 189,953 | $ | 282,953 | | Michael J. Coyle | $ | 83,000 | $ | 189,953 | $ | 272,953 | | Charles J. Dockendorff | $ | 103,000 | $ | 189,953 | $ | 292,953 | | Lloyd E. Johnson | $ | 83,000 | $ | 189,953 | $ | 272,953 | | Mark W. Kroll | $ | 80,000 | $ | 189,953 | $ | 269,953 | | Claire Pomeroy | $ | 80,000 | $ | 189,953 | $ | 269,953 | | Ellen M. Zane | $ | 250,000 | $ | 189,953 | $ | 439,953 |

  13. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    (1)Represents the aggregate grant date fair value for annual equity awards of 2,730 restricted stock units, or RSUs, awarded to each such person on August 5, 2022, calculated in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, Compensation - Stock Compensation. The assumptions that we used to calculate these amounts are discussed in Note 17 "Capital Stock" to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 1, 2023. See Director Outstanding Equity Award Table for Fiscal Year Ended April 1, 2023 below for a description of the number of unvested RSUs and unexercised options held by each director as of the end of fiscal 2023.

  14. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023 The following table sets forth the aggregate number of Stock Awards (representing unvested RSUs) held at April 1, 2023 by each non-employee director that served on our Board during fiscal 2023.

  15. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    | Name | Unvested Stock Awards (RSUs) (#) | | Robert E. Abernathy | 2,730 | | Catherine M. Burzik | 2,730 | | Michael J. Coyle | 2,730 | | Charles J. Dockendorff | 2,730 | | Lloyd E. Johnson | 2,730 | | Mark W. Kroll | 2,730 | | Claire Pomeroy | 2,730 | | Ellen M. Zane | 2,730 |

  16. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    ITEM 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION As described in the Compensation Discussion and Analysis beginning on page 22, our executive compensation programs aim to be competitive with our peers and aligned with our business strategy and corporate objectives. Our compensation philosophy emphasizes a pay-for-performance culture focused on the long-term interests of our shareholders. We believe that this alignment between executive compensation and shareholder interests will drive corporate performance over time. Additionally, the Company maintains strong governance and pay practices, including meaningful share ownership guidelines for directors and executive officers, clawback policies that apply to short-term cash awards and long-term equity awards, “double trigger” change in control benefits and performance of an annual compensation risk assessment by our Compensation Committee. Our Compensation Committee continually evaluates the design and direction of our compensation structure. Each year, we take into account the result of the "say-on-pay" vote cast by our shareholders. At our 2022 Annual Meeting of Shareholders, approximately 94.2% of shares voting supported our 2022 executive compensation program. The Compensation Committee is also committed to maintaining an open dialogue with our shareholders throughout the year. In each of the last five years, members of our Board have offered meetings during the fall and winter to large Haemonetics shareholders to discuss governance topics of interest. In fiscal 2023, our Board Chair (who also chairs our Governance and Compliance Committee) and Compensation Committee Chair offered meetings to shareholders representing more than 52% of shares outstanding and met with shareholders representing nearly 38% of shares outstanding to discuss, among other topics, Haemonetics' corporate strategy and performance, board diversity and refreshment, executive compensation, corporate responsibility and other governance matters. Shareholders we met with were complimentary of our executive compensation program overall, and of our senior management team, while asking insightful questions and providing perspective on how they evaluate the program. The feedback from the shareholder outreach efforts was provided to the Governance and Compliance and Compensation Committees as well as the full Board (for further discussion, see "Advisory 'Say-on-Pay' Vote and Shareholder Outreach" beginning on page 24). Shareholders are urged to read our Compensation Discussion and Analysis beginning on page 22 and the section entitled “Executive Compensation Tables” beginning on page 39 for additional details about our executive compensation programs, including information about the fiscal 2023 compensation of our Named Executive Officers. We are asking our shareholders to indicate their support for our Named Executive Officers’ compensation as described in this Proxy Statement. This proposal, commonly known as a "say-on-pay" proposal, gives our shareholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote, as required by Section 14A of the Exchange Act, is not intended to address any specific element of our compensation programs, but rather to address our overall approach to the compensation of our Named Executive Officers described in this Proxy Statement. To that end, we ask our shareholders to vote FOR the following resolution at the meeting: RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis section, the related executive compensation tables and the related narrative executive compensation disclosures contained in this Proxy Statement. As an advisory vote, the results of this vote will not be binding on the Board or the Company. However, the Board values the opinions of our shareholders and will consider the outcome of the vote when making future decisions on the compensation of our Named Executive Officers and the Company’s executive compensation principles, policies and procedures.

  17. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    | ☑ | The Board recommends that shareholders vote, in an advisory manner, FOR the resolution set forth above. Approval of this proposal requires the affirmative vote of a majority of shares present, in person or represented by proxy, and voting on this proposal at the meeting. Abstentions and broker “non-votes” will not have any effect on this proposal. Management proxy holders will vote all duly submitted proxies FOR approval unless instructed otherwise. |

  18. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    | Executive Officers |

  19. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    Executive officers are chosen by and serve at the discretion of the Board. Set forth below are the names and ages of our executive officers, along with certain biographical information, for all but Christopher A. Simon, our President and Chief Executive Officer. For Mr. Simon’s biographical information, please see page 10.

  20. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    | | Michelle L. Basil, age 51, joined the Company in March 2017 as Executive Vice President, General Counsel. Ms. Basil was previously a Partner and Chair of the Life Sciences Practice Group at Nutter, McClennen & Fish LLP, a Boston-based law firm, where she practiced from September 1997 to March 2017. Ms. Basil focused her practice on corporate and securities law, including mergers and acquisitions, strategic partnerships and corporate governance matters, and represented both public and private companies, principally in the life sciences and medical technology industries. Ms. Basil is a member of the Board of Directors of the Massachusetts Medical Device Industry Council (MassMEDIC). She is admitted to the bar in Massachusetts and holds both a Bachelor of Arts and a Juris Doctor from the University of California at Berkeley. | | | James C. D'Arecca, age 52, joined the Company as Executive Vice President, Chief Financial Officer in April 2022. Mr. D'Arecca previously served as Chief Financial Officer of TherapeuticsMD, Inc., a women's healthcare company, from June 2020 to April 2022. Prior to joining TherapeuticsMD, Inc., Mr. D’Arecca served as the Senior Vice President and Chief Accounting Officer of Allergen plc (formerly known as Actavis plc), a global pharmaceutical company, from August 2013 until its merger with AbbVie Inc. in May 2020. Mr. D’Arecca served as Chief Accounting Officer at Bausch & Lomb prior to joining Actavis plc and earlier in his career held finance and business development positions of increasing responsibility at Merck & Co., Inc. and Schering-Plough Corporation. Mr. D’Arecca began his career at PricewaterhouseCoopers LLP from 1992 to 2005, where he had an industry focus on pharmaceuticals, medical devices, and consumer products. Mr. D’Arecca earned a Bachelor of Science in Accounting from Rutgers University and a Master of Business Administration from Columbia University. He is a Certified Public Accountant. | | | Roy Galvin, age 54, joined Haemonetics in October 2022 as President, Global Plasma and Blood Center. He is responsible for Haemonetics’ Plasma and Blood Center businesses, advancing the Company’s leadership positions and innovation through its collection and donor management solutions. Mr. Galvin’s significant experience in global healthcare technology includes more than 25 years at Medtronic plc, where his leadership roles included Senior Vice President Commercial – US Cranial & Spinal Technologies, as well as positions as Senior Vice President Commercial Americas – Restorative Therapy Group, Vice President US Sales – Surgical Technologies, and Director of Global Marketing – Neurologic Technologies. Earlier in his career, Mr. Galvin held positions of increasing responsibility at Xomed Surgical Products Inc. (prior to its acquisition by Medtronic), Corin Orthopedics, Biomet Corporation, Inc. and Zimmer Orthopedic Inc. Mr. Galvin is a graduate of Portsmouth Polytechnic. | | | Anila Lingamneni, age 56, joined the Company as Executive Vice President, Chief Technology Officer in April 2020. Prior to joining the Company, Ms. Lingamneni served as Vice President, Renal R&D at Baxter International from February 2017 to March 2020, where she was responsible for the product portfolio delivering renal therapy solutions to dialysis patients, including devices, software, disposables and fluids. In this role, she led a globally distributed team of engineers and scientists to drive long-term product roadmap definition and therapy innovation and delivered critical product launches. From May 2013 to January 2017, Ms. Lingamneni also served as Vice President, Device Engineering at Baxter International, where she was responsible for all electromechanical devices and software applications for Baxter's medical device portfolio, including infusion systems, compounding systems, renal peritoneal and hemodialysis systems and acute renal therapy systems. Before joining Baxter, Ms. Lingamneni held several roles at General Electric Healthcare, including Chief Technology Officer of the X-Ray Diagnostic Imaging Business Unit. Ms. Lingamneni received a Bachelor of Science in Electrical and Electronics Engineering and a Master of Science in Mathematics from Birla Institute of Technology and Science in India, and she earned a Master of Science degree in Biomedical Engineering from Iowa State University. |

  21. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    | | Josep L. Llorens, age 61, joined the Company as Senior Vice President, Global Manufacturing and Supply Chain in August 2018 and was promoted to Executive Vice President, Global Manufacturing and Supply Chain in July 2021. Mr. Llorens possesses over 30 years of experience in leading numerous turnarounds in global health care and consumer businesses across disposables, capital equipment, devices and software. Prior to joining the Company, Mr. Llorens held various operations and supply chain roles of increasing responsibility within the diagnostics and treatment, patient monitoring and cardiac care business of Philips, which he joined in 1992, most recently serving as Senior Vice President, Industrial Strategy and Advanced Manufacturing Engineering Leader for Philips Healthcare Diagnostic Imaging from January 2018 to August 2018. Mr. Llorens received a bachelor’s degree in Business Administration from the University of Barcelona and a master’s degree in Telecommunications Engineering from the Polytechnic University of Catalonia in Barcelona. He also holds an Executive Certificate in Technology, Operations and Value Chain Management from the MIT Sloan School of Management. | | | Laurie A. Miller, age 50, was promoted to Senior Vice President, Chief Human Resources Officer of Haemonetics in August 2021. She brings to the Company over 25 years of experience in talent management and organizational development. Ms. Miller joined Haemonetics in 2016 and previously held positions as Vice President, Human Resources and Senior Director, Human Resources and Talent Management, where she helped build the Company’s collaborative, performance-driven culture, direct key employee-focused initiatives and create a strong workplace environment for employees. Prior to joining Haemonetics, Ms. Miller served in positions of increasing responsibility at Iron Mountain Inc., an enterprise information management company, including as Director of Human Resources, from February 2010 to April 2016. Earlier in her career, Ms. Miller held various Human Resources positions of broad and increasing responsibility at Dunkin’ Brands Group Inc., a global franchisor of quick service restaurants, and Shawmut Design and Construction, a construction management firm. Ms. Miller earned a Bachelor of Science in Business Management from Westfield State College and a Master of Science in Management from Emmanuel College. | | | Stewart W. Strong, age 56, joined the Company as President, Global Hospital in September 2019. With more than 20 years of experience in interventional cardiology and radiology, general and cardiac surgery and vascular access procedures, Mr. Strong has a robust background developing and leading high performance teams across multiple functions in the medical device space. From February 2017 to September 2019, Mr. Strong served as President and General Manager of the interventional products business at Teleflex Incorporated, a global medical company, where he, among other responsibilities, led the expansion of the company’s interventional cardiology business through organic growth opportunities and strategic acquisitions. Mr. Strong also served as Vice President of North America Sales, Vascular Access and Global Vice President and General Manger, Cardiac Care at Teleflex between December 2013 and February 2017. Before joining Teleflex, Mr. Strong held leadership roles with several medical technology companies, including Vice President of Sales at Vidacare Corporation (prior to its acquisition by Teleflex in 2013) and positions of increasing responsibility at AtriCure, Inc., Medtronic plc’s heart valve division, and Johnson & Johnson’s ethicon endo-surgery division. Mr. Strong holds a Bachelor of Arts from the University of Connecticut. |

  22. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    | Compensation Discussion and Analysis |

  23. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    For purposes of the following Compensation Discussion and Analysis ("CD&A") and executive compensation disclosures, the individuals listed below are referred to collectively as our "Named Executive Officers." They are our President and Chief Executive Officer ("CEO"), the two individuals who served as our Executive Vice President, Chief Financial Officer during fiscal 2023 and our three other most highly compensated executive officers based on fiscal 2023 compensation.

  24. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED APRIL 1, 2023

    | Named Executive Officer | Title | | Christopher A. Simon | President and Chief Executive Officer | | James C. D'Arecca | Executive Vice President, Chief Financial Officer (effective April 11, 2022) | | Michelle L. Basil | Executive Vice President, General Counsel | | Anila Lingamneni | Executive Vice President, Chief Technology Officer | | Josep L. Llorens | Executive Vice President, Global Manufacturing and Supply Chain | | William P. Burke | Former Executive Vice President, Chief Financial Officer (through April 11, 2022) |

  25. Strong Governance and Pay Practices

    | ☑ | WHAT WE DO | ☒ | WHAT WE DON’T DO | | •Balanced incentive programs that link pay outcomes to execution of business strategy (i.e., pay for performance), with a significant portion of compensation “at-risk” •Maintain meaningful share ownership guidelines for directors and executive officers •Maintain robust clawback provisions that apply to our short-term cash awards and long-term equity awards •Conduct an annual risk assessment •Consult with an independent compensation consultant •Provide for double-trigger change in control benefits •Conduct regularly scheduled executive sessions without management present | | •No gross-up provisions for excise taxes in change-in-control agreements •No hedging or pledging of Haemonetics stock, in accordance with our Securities Trading Policy •No pension or post-employment benefit plans for Named Executive Officers •No repricing of stock options without shareholder approval | |

  26. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT The Compensation Committee retained Pearl Meyer & Partners, LLC ("Pearl Meyer") as its fiscal 2023 independent compensation consultant to, among other things, assist it in structuring the Company's fiscal 2023 compensation programs and in its deliberations. Pearl Meyer reported directly and exclusively to the Committee, and neither Pearl Meyer nor any of its respective affiliates provided other services to the Company or management in fiscal 2023. During fiscal 2023, Pearl Meyer provided to the Committee, among other services: •Expertise-based advice; •Research and analytical services, including competitive market data benchmarking and analyses, recommendations on peer group composition and compensation recommendations for our executives and directors based on the foregoing; •Updates on compensation trends and regulatory developments; •Review and commentary on our proxy disclosures and management recommendations concerning our executive compensation programs; and •Attendance and participation in meetings of the Compensation Committee. Prior to engaging Pearl Meyer for fiscal 2023, the Committee evaluated Pearl Meyer's independence and any potential conflicts of interest under relevant SEC rules and NYSE listing standards and determined that Pearl Meyer satisfied the requirements for independence. The Compensation Committee has sole authority to approve the independent compensation consultant's compensation, determine the scope of its services, evaluate its performance and terminate or continue to retain the independent compensation consultant. The Committee annually reviews its independent compensation consultant engagement, typically at the beginning of each fiscal year.

  27. Peer Group and Market Data

    Peer Group and Market Data When reviewing compensation programs for, and setting the compensation of, our Named Executive Officers, the Committee considers the compensation practices of specific peer companies as well as market data from published surveys. With the assistance of its independent compensation consultant, the Committee selects a peer group of companies that are comparable in terms of size and industry and reviews the composition of this peer group at least annually. In setting the compensation of our Named Executive Officers, the Committee, with the assistance of its independent compensation consultant, evaluates each Named Executive Officer’s compensation relative to the median market data for the respective position based on our peer group and industry published surveys. However, the Committee does not strictly tie target compensation to the median of our peer group or survey data, but also considers Company and individual performance, experience and scope of role when determining the appropriate level of compensation for each executive.

  28. PEER GROUP FOR SETTING FISCAL 2023 COMPENSATION

    PEER GROUP FOR SETTING FISCAL 2023 COMPENSATION In consultation with Pearl Meyer, the Committee reviewed and updated the Company's peer group in January 2022 for purposes of setting fiscal 2023 compensation. The Committee considered a variety of factors designed to foster year-over-year consistency in peer group composition to the extent possible while recommending a group of companies that, in the aggregate, reflect Haemonetics' profile and position Haemonetics near the median of those companies based on certain size and valuation parameters. In so doing, the Committee, with the assistance of Pearl Meyer, used a filtration methodology that began with a large pool of U.S. publicly-traded companies in the healthcare equipment and supplies or life sciences and tools and services industries. The Committee then considered potential peers based on certain size and valuation metrics (including revenue, market capitalization, market capitalization to revenue ratio and employee count), generally within a range of one-third to three times that of the Company, and applied additional filters to identify profile-appropriate peers with comparable operations to the Company (with products and services in hematology preferred) and/or overlap with proxy advisory firm-identified peers of the Company, reverse peers and peers of peers. Applying this filtration methodology, the Committee updated its fiscal 2023 peer group to more closely approximate, in the aggregate, our decreased market capitalization and revenue on a year-over-year basis as of December 2021 by adding Azenta, Inc., LivaNova PLC, Merit Medical System, Inc., Quidel Corporation and Veradigm Inc. (f/k/a Allscripts Healthcare Solutions, Inc.), five companies that better align with Haemonetics based on key size criteria, and by removing DexCom, Inc., RedMed Inc. and West Pharmaceutical Services, Inc. based on their relatively large size or limited business comparability as well as Steris plc and Cantel Medical Corp. due to their June 2021 business combination and resulting size. The following table sets forth the peer group approved by the Committee for purposes of setting fiscal 2023 compensation, along with the Company’s relative position in the peer group in each of the categories.

  29. PEER GROUP FOR SETTING FISCAL 2023 COMPENSATION

    | Fiscal 2023 Peer Group Composition | | | | | | | Abiomed, Inc. | Bruker Corporation | | LivaNova PLC(1) | Quidel Corporation(1) | | | Avanos Medical, Inc. | Globus Medical, Inc. | | Masimo Corporation | Veradigm Inc.(1) | | | Azenta, Inc.(1) | ICU Medical, Inc. | | Merit Medical Systems, Inc.(1) | | | | Bio-Rad Laboratories, Inc. | Insulet Corporation | | NuVasive, Inc. | | | | Bio-Techne Corp. | Integra LifeSciences | | PerkinElmer, Inc. | | | | Peer Group Data(2) | | | | | | | | | Revenue | Market Capitalization | Market Capitalization to Revenue Ratio | Employee Count | | Company | | (dollars in millions) | | | | | 50th Percentile | | $1,129 | $7,326 | 5.0 | 3,700 | | Haemonetics Corporation | | $934 | $2,711 | 2.9 | 2,708 | | Approximate Percentile Rank | | below 25th | below 25th | below 25th | 40th | | (1)Represents an addition to the Company’s peer group for purposes of setting fiscal 2023 compensation. | | | | | | | (2)Revenue is for the trailing four quarters publicly available as of December 31, 2021 and market capitalization is as of December 31, 2021. | | | | | |

  30. PEER GROUP FOR SETTING FISCAL 2024 COMPENSATION

    PEER GROUP FOR SETTING FISCAL 2024 COMPENSATION In consultation with Pearl Meyer, the Committee reviewed and updated our peer group in February 2023 for purposes of setting our fiscal 2024 compensation. Applying a similar filtration methodology as described above, the Committee determined to retain the same peer group for fiscal 2024 other than removing Abiomed, Inc. due to its acquisition by Johnson & Johnson in December 2022. The following table sets forth the peer group approved by the Committee for purposes of setting fiscal 2024 compensation, along with the Company’s relative position in the peer group in each of the categories.

  31. PEER GROUP FOR SETTING FISCAL 2024 COMPENSATION

    | Fiscal 2024 Peer Group Composition | | | | | | | Avanos Medical, Inc. | Bruker Corporation | | Integra LifeSciences | NuVasive, Inc. | | | Azenta, Inc. | Globus Medical, Inc. | | LivaNova PLC | PerkinElmer, Inc. | | | Bio-Rad Laboratories, Inc. | ICU Medical, Inc. | | Masimo Corporation | Quidel Corporation | | | Bio-Techne Corp. | Insulet Corporation | | Merit Medical Systems, Inc. | Veradigm Inc. | | | Peer Group Data(1) | | | | | | | | | Revenue | Market Capitalization | Market Capitalization to Revenue Ratio | Employee Count | | Company | | (dollars in millions) | | | | | 50th Percentile | | $1,386 | $5,260 | 3.6 | 3,500 | | Haemonetics Corporation | | $1,084 | $4,520 | 4.2 | 2,821 | | Approximate Percentile Rank | | 25th | 40th | 60th | 25th | | (1) Revenue is for the trailing four quarters publicly available as of January 20, 2023 and market capitalization is as of January 20, 2023. | | | | | |

  32. TARGET ANNUAL COMPENSATION MIX

    TARGET ANNUAL COMPENSATION MIX (1)Excludes a $600,000 new-hire grant to Mr. D'Arecca in the form of RSU and option awards (each with four-year ratable vesting) made in April 2022 upon his joining the Company. Also excludes Mr. Burke's fiscal 2023 compensation due to his retirement as Chief Financial Officer in April 2022 and corresponding receipt of limited short-term incentive compensation and no long-term incentive compensation in fiscal 2023, in accordance with the terms of his retention and transition agreement with the Company. For more information, see "Retention Agreement with William P. Burke" beginning on page 34.

  33. Annual Short-Term Incentive Compensation

    Annual Short-Term Incentive Compensation

  34. HOW THE 2023 BONUS PLAN WORKS

    HOW THE 2023 BONUS PLAN WORKS Annual short-term incentive compensation supports the Committee's pay-for-performance philosophy and aligns individual goals with Company goals. Under our short-term incentive compensation program for fiscal 2023 (the “2023 Bonus Plan”), Named Executive Officers are eligible for a cash award based on the Company’s attainment of pre-established performance goals that the Committee sets based on the Company's annual operating plan approved by the Board. At the beginning of the fiscal year, the Committee, with input from Pearl Meyer, structured the 2023 Bonus Plan as follows: •Fiscal 2023 Performance Goals and Metrics. For each of our Named Executive Officers, other than Mr. Burke, the Committee tied the 2023 Bonus Plan to achievement of the following two performance goals, with a relative weighting of 60% adjusted revenue to 40% adjusted EPS to align with the Company's strategic focus on transformational revenue growth while also driving profitability:

  35. HOW THE 2023 BONUS PLAN WORKS

    | Fiscal 2023 Metrics | Weighting | Description | | Adjusted Revenue | 60% | Adjusted revenue, which is intended to reflect organic growth, is calculated as revenue determined in accordance with accounting principles generally accepted in the United States ("GAAP") and adjusted to remove the impacts of currency. It may also be adjusted for certain items that affect the comparability of results, including acquisitions or dispositions completed during the fiscal period, other specific large, unusual or nonrecurring items and changes in accounting principles pursuant to GAAP. The Committee selected adjusted revenue as a performance metric because it is a key component of our annual operating plan and is consistent with our strategic objectives to drive transformational revenue growth. | | Adjusted EPS | 40% | Adjusted EPS is calculated as earnings per share determined in accordance with GAAP and adjusted for certain items that affect the comparability of results, including acquisitions or dispositions completed during the fiscal period, other specific large, unusual or nonrecurring items and changes in accounting principles pursuant to GAAP. The Committee selected adjusted EPS as a performance metric because it is a key driver of shareholder return and aligns executives with shareholder value creation. |

  36. HOW THE 2023 BONUS PLAN WORKS

    The Compensation Committee set fiscal 2023 growth targets for the 2023 Bonus Plan that significantly exceeded fiscal 2022 performance levels and included, among other considerations, projected revenue contributions from CSL Plasma based on their minimum purchase commitments for fiscal 2023. The Committee determined to maintain wider performance ranges between threshold, target and maximum performance due to continued macroeconomic uncertainties, including as a result of the COVID-19 pandemic. The Committee believed these financial performance goals were achievable, but appropriately challenging, based on the challenging macroeconomic environment and internal budgeting and forecasting. •Fiscal 2023 Bonus Plan Targets. The Committee set target payout levels for each Named Executive Officer (expressed as a percentage of base salary) based upon competitive market and internal equity considerations, and it set threshold performance requirements to earn a threshold award (50% of target award) and maximum performance requirements to earn a maximum award (200% of target award). For example, the maximum bonus payout for an individual with a targeted payout level of 50% of annual base salary would be 100% of annual base salary. Based upon competitive market and internal equity considerations, the Committee set 2023 Bonus Plan targets for Named Executive Officers, which are expressed as a percentage of base salary, at the levels set forth below:

  37. HOW THE 2023 BONUS PLAN WORKS

    | Named Executive Officer | Fiscal 2022 Target | Fiscal 2023 Target | | Christopher A. Simon | 110% | 110% | | James C. D'Arecca | — | 75% | | Michelle L. Basil | 70% | 75%(1) | | Anila Lingamneni | 65% | 65% | | Josep L. Llorens | 65% | 65% | | William P. Burke | 70% | 75% |

  38. HOW THE 2023 BONUS PLAN WORKS

    (1) In October 2022, the Committee increased Ms. Basil's 2023 Bonus Plan target in connection with her mutual agreement with the Company to continue in her current role (for more detail, see "Retention Agreement with Michelle L. Basil" on page 34). Bonuses paid to our Named Executive Officers under the 2023 Bonus Plan are based primarily upon the Company's achievement of specified adjusted revenue and adjusted EPS targets set by the Committee and are approved by the Compensation Committee. The compensation of our CEO is also ratified by the Board. The Compensation Committee has authority under the 2023 Bonus Plan to adjust final individual bonuses based on individual performance (within the range of 0 to 200% of target as described above), although any such adjustment is expected to be exercised infrequently. No such adjustments were made in fiscal 2023. After the close of fiscal 2023, the Committee received a report from management regarding Company performance against the pre-established performance goals as well as a recommendation as to an appropriate funding level for the 2023 Bonus Plan pool. The Committee then reviewed the Company’s financial performance against each goal and established the 2023 Bonus Plan pool. After establishing the 2023 Bonus Plan pool funding level, the Committee reviewed the individual performance for all Named Executive Officers and approved final awards.

  39. 2023 BONUS PLAN TARGETS AND FUNDING

    2023 BONUS PLAN TARGETS AND FUNDING The following table outlines the threshold, target and maximum financial performance goals for the 2023 Bonus Plan, as well as the results achieved:

  40. 2023 BONUS PLAN TARGETS AND FUNDING

    | | Metric Weighting | Performance Targets | | | | | | Achievement | | | | Fiscal 2023 Targets(1) | | Threshold | | Target | | Maximum | | Full Year Results | | Target Award (%) | | Adjusted Revenue(2) | 60% | $ | 1,007.7 | $ | 1,060.8 | $ | 1,113.8 | $ | 1,189.5 | 200% | | Adjusted EPS(3) | 40% | $ | 2.42 | $ | 2.69 | $ | 2.96 | $ | 3.01 | 200% | | Payout Percentage | | | 50% | | 100% | | 200% | | | 200% |

  41. 2023 BONUS PLAN TARGETS AND FUNDING

    (1)All dollar values are in millions except per share data. (2)For purposes of the 2023 Bonus Plan, adjusted revenue equals fiscal 2023 total Company revenue determined in accordance with GAAP, or $1,168,660,000, adjusted to exclude the impacts of currency. (3)For purposes of the 2023 Bonus Plan, adjusted EPS equals earnings per share determined in accordance with GAAP, adjusted to exclude restructuring and restructuring related costs, digital transformation costs, amortization of acquired intangible assets, asset impairments and PCS2-related charges, costs related to compliance with the European Union Medical Device Regulation and In Vitro Diagnostic Regulation, integration and transaction costs, gains on divestiture, unusual or infrequent and material litigation-related charges and the tax impact of each of these items. Additionally, Adjusted EPS results exclude a $0.02 beneficial impact from share repurchases under the Company's August 2022 share repurchase authorization, which were not contemplated when setting adjusted EPS targets under the 2023 Bonus Plan.

  42. 2023 BONUS PLAN AWARDS AND RESULTS

    2023 BONUS PLAN AWARDS AND RESULTS Based upon the Company’s performance against the pre-established performance goals described above, the Committee set the overall funding level of the 2023 Bonus Plan pool at 200% of target funding for Named Executive Officers, other than for Mr. Burke who received a pro rata portion of his target award based on days served in fiscal 2023 pursuant to the terms of his retention and transition agreement. Preliminary individual bonus payouts for Named Executive Officers were then calculated based on the overall funding level applicable to the executive as well as the targeted payout levels for each Named Executive Officer. The Committee then reviewed the performance of each individual during fiscal 2023, taking into consideration the recommendation of the CEO with respect to Named Executive Officers other than the CEO. The Committee then considered adjustments to the preliminary individual bonus payouts in accordance with the 2023 Bonus Plan (as described above) based on each Named Executive Officer's performance during fiscal 2023. Based on this alignment of performance, total fiscal 2023 short-term incentive payments for our Named Executive Officers are shown below:

  43. 2023 BONUS PLAN AWARDS AND RESULTS

    | Executive | Fiscal 2023 Bonus Target (% Salary) | Fiscal 2023 Bonus Target ($)(1) | | Fiscal 2023 Bonus Actual (% Bonus Target) | Fiscal 2023 Bonus Actual ($)(1) | | | Christopher A. Simon | 110% | $ | 1,100,000 | 200% | $ | 2,200,000 | | James C. D'Arecca | 75% | $ | 393,750 | 200% | $ | 770,192(2) | | Michelle L. Basil | 75% | $ | 370,205 | 200% | $ | 740,411 | | Anila Lingamneni | 65% | $ | 299,400 | 200% | $ | 598,801 | | Josep L. Llorens | 65% | $ | 304,200 | 200% | $ | 608,400 | | William P. Burke | 75% | $ | 408,736 | — | $ | 99,664(3) |

  44. 2023 BONUS PLAN AWARDS AND RESULTS

    (1)Rounded to nearest whole dollar. (2)Prorated as Mr. D'Arecca joined the Company shortly after the beginning of fiscal 2023. (3)Amount equal to Mr. Burke's fiscal 2023 bonus target multiplied by a fraction, the numerator of which is the number of days in fiscal 2023 that Mr. Burke was employed with the Company through his retention date of June 30, 2022, and the denominator of which is 365. For more information, see "Retention Agreement with William P. Burke" beginning on page 34.

  45. Annual Long-Term Incentive Awards

    Annual Long-Term Incentive Awards The Committee uses long-term incentive compensation to deliver competitive compensation that recognizes executives for their contributions to the Company and aligns the interests of Named Executive Officers with shareholders by focusing them on long-term growth and share performance. The Committee views long-term incentives as a significant element of total compensation at the executive level and a critical component of the Company’s executive compensation program.

  46. FISCAL 2023 LONG-TERM INCENTIVE AWARD TYPES

    FISCAL 2023 LONG-TERM INCENTIVE AWARD TYPES In fiscal 2023, the total award values of annual long-term incentive awards granted to our Named Executive Officers were allocated generally among the following(1):

  47. FISCAL 2023 LONG-TERM INCENTIVE AWARD TYPES

    | 50% PSUs Performance-based awards vest, if at all, at the end of a three-year performance period based upon satisfaction of performance criteria tied to relative total shareholder return, or rTSR (for more information, see "How We Establish rTSR Goals" below) | | 25% Stock Options Four-year ratable vesting period | | | | 25% RSUs Four-year ratable vesting period |

  48. FISCAL 2023 LONG-TERM INCENTIVE AWARD TYPES

    (1)Excludes a $600,000 new-hire grant to Mr. D'Arecca in the form of RSU and option awards (each with four-year ratable vesting) made in April 2022 upon his joining the Company. For more information, see "Individual Fiscal 2023 Long-Term Incentive Awards" below. Mr. Burke did not receive a fiscal 2023 annual long-term incentive award grant pursuant to the terms of his retention and transition agreement with the Company. The Committee considered this allocation of annual long-term incentive awards to be appropriate, as Company performance is reflected in PSUs and stock options (which only have value to the extent the Company’s stock price increases from the stock price on the grant date), while grants of time-based RSUs allow the program to support retention throughout a full business cycle.

  49. FISCAL 2023 LONG-TERM INCENTIVE AWARD TYPES

    | HOW WE ESTABLISH rTSR GOALS | | | | In implementing and setting goals for our PSU awards, the Committee considers market practice as well as our focus on driving shareholder value. For our fiscal 2023 PSU awards, the Committee determined to retain the PSU metric of rTSR (measured over a three-year performance period) because it directly links our Named Executive Officers' compensation to long-term shareholder return, in addition to being well received and supported by our shareholders. The Committee did not make any design changes for fiscal 2023 PSU awards. Achievement under fiscal 2023 PSU awards is tied to the Company's rTSR relative to the components of the S&P MidCap 400 index during the three-year performance period from May 16, 2022 to May 15, 2025 (the Company has been a member of the S&P MidCap 400 Index since fiscal 2019). Depending on the Company’s rTSR performance, the number of shares that may be earned under these PSU awards ranges from 0% to 200% of target, as follows: | | | | | rTSR | Percentage of Target Shares Earned | | | Below 30th percentile | 0% | | | 30th to 50th percentile (Threshold) | 50% to 99% | | | 51st to 80th percentile (Target) | 100% to 200% | | | 80th percentile or higher (Maximum) | Capped at 200% | | Similar to fiscal 2022 PSU awards, if the Company experiences negative total shareholder return during the performance period, the fiscal 2023 PSU award payout cannot exceed 100% of the target performance level. | | |

  50. INDIVIDUAL FISCAL 2023 LONG-TERM INCENTIVE AWARDS

    INDIVIDUAL FISCAL 2023 LONG-TERM INCENTIVE AWARDS When setting annual long-term incentive compensation for Named Executive Officers, the Committee employs the process described in the “Evaluating Executive Performance” section of this CD&A (beginning on page 28). After the Committee establishes a grant value for each Named Executive Officer’s fiscal 2023 annual long-term incentive award, that value is allocated between PSUs, stock options and RSUs (see "Fiscal 2023 Long-Term Incentive Award Types" beginning on page 32), with the exact number of PSUs and RSUs issued based upon the closing price of the Company’s common stock on the grant date and the exact number of stock options determined using the applicable Black-Scholes value. Mr. D'Arecca joined the Company at the beginning of fiscal 2023, and in April 2022 the Committee granted him a $600,000 new-hire award divided equally between RSUs and options with four-year ratable vesting periods. Subsequently, during the first quarter of fiscal 2023, the Committee approved select increases to fiscal 2023 annual long-term incentive awards for Named Executive Officers based on considerations of individual performance and market position. Per the terms of Mr. Burke's retention and transition agreement with the Company, he did not receive a fiscal 2023 long-term incentive award grant. The table below lists the grant value of fiscal 2023 annual long-term incentive awards granted by the Committee:

  51. INDIVIDUAL FISCAL 2023 LONG-TERM INCENTIVE AWARDS

    | | | | Fiscal 2023 Grant Value Awarded(1) | | | | | Named Executive Officer | Fiscal 2022 Annual Long-Term Incentive Grant Value Awarded(1), (2) | | New Hire Grants | | Annual Long-Term Incentive Grants | | | Christopher A. Simon | $ | 6,000,000 | $ | — | $ | 6,000,000 | | James C. D'Arecca | $ | — | $ | 600,000(3) | $ | 1,100,000 | | Michelle L. Basil | $ | 1,400,000 | $ | — | $ | 1,400,000 | | Anila Lingamneni | $ | 800,000 | $ | — | $ | 1,000,000 | | Josep L. Llorens | $ | 800,000 | $ | — | $ | 1,000,000 | | William P. Burke | $ | 1,500,000 | $ | — | $ | — |

  52. INDIVIDUAL FISCAL 2023 LONG-TERM INCENTIVE AWARDS

    (1)The award values in this table reflect the grant values awarded by the Committee while the Summary Compensation Table (beginning on page 39) and the Grants of Plan-Based Awards During Fiscal 2023 table (beginning on page 40) reflect the award values for accounting purposes. (2)Excludes fiscal 2022 grant value of one-time special retention awards to certain Named Executive Officers in the form of RSUs that vest over a two-year period, as disclosed in our 2022 proxy statement. (3)Represents a new-hire grant to Mr. D'Arecca in the form of RSU and option awards (each with four-year ratable vesting) made in April 2022 upon his joining the Company.

  53. LONG-TERM INCENTIVE AWARD PAYOUTS

    LONG-TERM INCENTIVE AWARD PAYOUTS During fiscal 2023, the Committee determined final shares earned under the following PSU award grants made to each of Messrs. Simon, Burke and Llorens and Ms. Basil in May 2019 with three-year performance periods ending in fiscal 2023:

  54. LONG-TERM INCENTIVE AWARD PAYOUTS

    | | | | Performance Targets | | | Achievement | | | Performance Period | Metrics(1) | Metric Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Results | Results as % of Target | | May 14, 2019 to May 13, 2022 | rTSR | 100% | 30th Percentile | 51st Percentile | 80th Percentile | 7th Percentile | 0% |

  55. LONG-TERM INCENTIVE AWARD PAYOUTS

    (1)Based on Company’s rTSR during the performance period relative to performance of the components of the S&P MidCap 400 index. Results between the 30th to 50th percentile and between the 51st to 80th percentile are interpolated between 50-99% and 100-200% of share payout as a percentage of target award, respectively.

  56. Employment, Change in Control and Severance Arrangements

    Employment, Change in Control and Severance Arrangements Our success in building the sound leadership team in place today was due in large part to our ability to utilize a full complement of compensation tools, including employment, change in control and severance agreements. We believe that together, our employment, change in control and severance agreements, which are guided by our compensation philosophy and governance practices, foster stability within our executive leadership team by helping our executives to better focus their time, attention and capabilities on our business and assist the Company in recruiting and retaining key executives. Details about specific arrangements made with our Named Executive Officers are set forth below.

  57. EMPLOYMENT AGREEMENT WITH CHRISTOPHER A. SIMON

    EMPLOYMENT AGREEMENT WITH CHRISTOPHER A. SIMON In connection with his appointment as President and Chief Executive Officer in fiscal 2017, Mr. Simon entered into an employment agreement with the Company (the “Employment Agreement”). The Employment Agreement renews automatically each year and provides for a specified annual base salary and a target variable compensation award based on performance, both of which are subject to annual adjustment. Pursuant to the Employment Agreement, Mr. Simon is also eligible to receive annual equity grants under the Company’s long-term incentive compensation plans, as determined by the Compensation Committee. The Employment Agreement also entitles Mr. Simon to participate in all other elements of the Company’s standard employee benefit programs generally available to the Company’s senior executives, to reimbursement for certain housing and travel expenses during his first 18 months of employment (which have since expired), and to reimbursement of up to $20,000 in legal fees in connection with the enforcement of the Employment Agreement. Additionally, the Employment Agreement provides that Mr. Simon will be entitled to severance benefits under the terms of separate executive severance and change in control agreements between Mr. Simon and the Company. The terms of Mr. Simon’s severance and change in control agreements with the Company are discussed below.

  58. SEVERANCE AND CHANGE IN CONTROL AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

    SEVERANCE AND CHANGE IN CONTROL AGREEMENTS WITH NAMED EXECUTIVE OFFICERS The Company has entered into severance and change in control agreements with certain of its senior executive officers, including our Named Executive Officers. The purpose of these agreements is to provide financial security if there is a loss of employment in certain circumstances (as discussed in detail below) so the executive can better focus his or her time, attention and capabilities on our business. In consideration for these benefits, each executive agrees to a release of claims and customary confidentiality, non-competition and non-solicitation clauses in favor of the Company contained in the agreements. Severance Agreements. Each agreement provides that if the executive is terminated for reasons other than death, disability or cause or, solely in the case of Mr. Simon, if he resigns due to constructive termination (as such terms are defined in the severance agreement), the executive is entitled to receive the following benefits: •An amount equal to (i) for Mr. Simon, two times his base salary payable over a 24-month period and (ii) for our other Named Executive Officers, one times the person's base salary payable over a 12-month period; •An amount equal to the cost of the Company’s portion of the monthly premium for the executive’s medical and dental insurance coverage for a period of (i) two years for Mr. Simon, payable over a 24-month period, and (ii) one year for our other Named Executive Officers, payable over a 12-month period; •A pro-rated annual bonus for the year in which the executive was terminated based on the Company’s actual performance during the applicable bonus period and assuming full achievement of any individual performance goals; •Outplacement services for up to 12 months; and •If any benefit provided under the agreement is subject to excise taxes under Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”), the benefit will either be reduced to the Section 280G cap or paid in full depending on which provides the better after-tax position for the executive. Each severance agreement (other than Mr. Simon’s, which continues for the duration of his employment as Chief Executive Officer) has an initial term of three years and will automatically renew for successive one year periods, unless terminated by either party. Severance benefits payable under each agreement will immediately cease if the executive violates certain confidentiality, non-solicitation and non-competition obligations and, in the event of such violation, the executive will be required to repay to the Company any installments of continued base salary or payments for welfare benefits that were previously paid to the executive under the severance agreement. To the extent the executive is entitled to severance benefits under a change in control agreement, the executive will not receive any benefits under the severance agreement. Double-Trigger Change in Control Agreements. Each agreement provides that if a change in control occurs during the term of the agreement and the executive is terminated for reasons other than death, disability or cause (as defined in the change of control agreement) or terminates his or her employment due to constructive termination (as defined in the change in control agreement) within two years after the occurrence of the change in control (this is known as a "double trigger"), the executive is entitled to receive the following benefits: •A lump sum cash payment equal to (i) for Mr. Simon, 2.99 times the sum of his base salary plus target annual short-term incentive compensation and/or any other annual cash incentive award opportunity at the time of termination or change in control (whichever is higher), and (ii) for our other Named Executive Officers, two times the sum of their salary plus target annual short-term incentive compensation and/or any other annual cash incentive award opportunity at the time of termination or change in control (whichever is higher); •A lump sum cash payment equal to (i) for Mr. Simon, thirty-six times the cost of the Company’s portion of the monthly premium for the executive’s medical, dental, life and disability insurance coverage, and (ii) for our other Named Executive Officers, twenty-four times the cost of the Company’s portion of the monthly premium for the executive’s medical, dental, life and disability insurance coverage; •Outplacement services for up to 12 months; •Immediate and full vesting of all time-based equity awards and pro rata vesting of performance-based awards, provided that in the event of a conflict between the terms of the change in control agreement and the terms of an individual equity award with respect to vesting of equity awards upon a change in control, the terms of the individual equity award will control if such award provides more favorable vesting terms than the change in control agreement (for a discussion of change in control terms under our equity awards see “Change in Control and Acceleration in Equity Awards” below); and •If any benefit provided under the agreement is subject to excise taxes under Section 280G, the benefit will either be reduced to the Section 280G cap or paid in full depending on which provides the better after-tax position for the executive. For purposes of the agreements, a change in control is defined as a person or group acquiring 50% or more of the Company’s stock, the sale of substantially all the assets of the Company to an unrelated person, our “Incumbent Board” ceasing for any reason to constitute a majority of the Board, or the consummation of certain mergers, reorganizations, consolidations and share exchanges. Each change in control agreement (other than Mr. Simon’s, which continues for the duration of his employment as Chief Executive Officer) has an initial term of five years and will automatically renew for successive five year periods, unless terminated by either party. Benefits payable under each agreement will immediately cease if the executive violates certain confidentiality, non-solicitation and non-competition obligations and, in the event of such violation, the executive will be required to repay to the Company any cash amounts that were previously paid to the executive under the agreement. The amount of the estimated payments and benefits payable to our Named Executive Officers, assuming termination or a change in control of the Company as of the last day of fiscal 2023, is shown in the table on page 44 under the heading “Potential Payments upon Termination or Change in Control.”

  59. CHANGE IN CONTROL AND ACCELERATION IN EQUITY AWARDS

    CHANGE IN CONTROL AND ACCELERATION IN EQUITY AWARDS Each option award agreement and RSU award agreement provides that if a change in control occurs and the executive is terminated for reasons other than death, disability or cause (as defined in each agreement) or terminates his or her employment due to certain qualifying terminations within two years after the occurrence of the change in control (i.e., a double trigger), then all unvested stock options and time-based RSUs will immediately vest. Additionally, option and RSU awards will vest in full upon termination of employment due to the executive's death and, in the case of option awards and RSU awards (other than fiscal 2019 RSU awards), will continue to vest in accordance with the vesting schedule upon a termination of employment due to the executive's disability (as defined in the award agreement). PSUs provide for “double-trigger” vesting in connection with a change in control. If an executive’s employment is terminated involuntarily without cause or voluntarily for good reason (as defined in the agreement) within two years following a change in control, the requirement for vesting will be met and the executive will be entitled to receive the greater of the amount the executive would receive based on performance achieved as of the change in control date and a pro rata portion of the target award amount based on the period of time elapsed during the performance period. Additionally, upon a termination of employment due to the executive's death, disability or a qualifying retirement (each as defined in the agreement), the executive will remain eligible to receive a pro rata portion of the target award amount at the end of the performance period based on the period of time elapsed during the performance period and achievement of the relevant performance metrics. Under the terms of our award agreements, a "change in control" would occur upon the acquisition of 50% or more of the Company's shares of common stock, the sale of substantially all Company assets, the turnover of a majority of our then-current Board in a proxy contest, or upon certain mergers, reorganizations, consolidations and share exchanges.

  60. Clawback Policy

    Clawback Policy To further align the executive compensation program with the interests of shareholders and our culture of ethical behavior, our annual short-term incentive compensation plan and Principles of Corporate Governance include compensation clawbacks that require recoupment of certain short-term and long-term incentive compensation in the form of cash and equity awards paid to an executive officer if, as a result of such executive officer’s misconduct, the Company is required to make an accounting restatement due to material non-compliance with any financial reporting requirement under the securities laws, or if such executive officer violates the Company’s Code of Conduct. The Company is monitoring the implementation of the SEC’s clawback rule mandated by the Dodd-Frank Act and intends to further review its existing compensation clawbacks upon finalization of these rules for NYSE-listed companies like the Company.

  61. Stock-Based Compensation Expense

    Stock-Based Compensation Expense The Company began recognizing stock-based compensation expense under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 beginning in April 2006. In determining the appropriate fiscal 2023 long-term incentive grant levels, the Company sought to balance its long-term incentive goals with the need to reduce shareholder dilution and manage stock compensation expense.

  62. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  63. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary(1) ($) | | Bonus ($) | Stock Awards(4) ($) | | Option Awards(4) ($) | | Non-Equity Incentive Plan Compensation(5) ($) | | All Other Compensation ($) | | Total | | | Christopher A. Simon President and Chief Executive Officer | 2023 | $ | 1,012,885 | $— | $ | 5,924,933 | $ | 1,499,980 | $ | 2,200,000 | $ | 48,597(6) | $ | 10,686,395 | | | 2022 | $ | 945,000 | $— | $ | 5,319,246 | $ | 1,499,986 | $ | 908,523 | $ | 29,465 | $ | 8,702,220 | | | 2021 | $ | 963,173 | $— | $ | 5,096,181 | $ | 1,499,979 | $ | 1,038,461 | $ | 27,600 | $ | 8,625,394 | | James C. D'Arecca Executive Vice President, Chief Financial Officer (beginning April 11, 2022) | 2023 | $ | 525,000 | $400,000(2) | $ | 1,386,179 | $ | 574,980 | $ | 770,192 | $ | 108,299(7) | $ | 3,764,650 | | | — | | — | — | | — | | — | | — | | — | | — | | | — | | — | — | | — | | — | | — | | — | | — | | Michelle L. Basil Executive Vice President, General Counsel | 2023 | $ | 498,576 | $— | $ | 1,382,412 | $ | 349,998 | $ | 740,411 | $ | 19,005(8) | $ | 2,990,402 | | | 2022 | $ | 477,619 | $— | $ | 2,241,162 | $ | 349,982 | $ | 293,193 | $ | 17,778 | $ | 3,379,734 | | | 2021 | $ | 474,204 | $— | $ | 1,019,211 | $ | 299,996 | $ | 325,364 | $ | 16,137 | $ | 2,134,912 | | Anila Lingamneni Executive Vice President, Chief Technology Officer | 2023 | $ | 467,430 | $— | $ | 987,437 | $ | 249,984 | $ | 598,801 | $ | 22,668(9) | $ | 2,326,320 | | | 2022 | $ | 441,412 | $— | $ | 1,109,106 | $ | 199,990 | $ | 251,611 | $ | 21,413 | $ | 2,023,532 | | | 2021 | $ | 434,962 | $100,000 | $ | 649,518 | $ | 349,991 | $ | 276,963 | $ | 33,403 | $ | 1,844,837 | | Josep L. Llorens Executive Vice President, Global Manufacturing and Supply Chain | 2023 | $ | 474,923 | $— | $ | 987,437 | $ | 249,984 | $ | 608,400 | $ | 23,917(10) | $ | 2,344,661 | | | 2022 | $ | 440,794 | $— | $ | 1,109,106 | $ | 199,990 | $ | 255,645 | $ | 22,320 | $ | 2,027,855 | | | 2021 | $ | 413,714 | $— | $ | 594,371 | $ | 174,970 | $ | 267,632 | $ | 19,406 | $ | 1,470,093 | | William P. Burke Executive Vice President, Chief Financial Officer (through April 11, 2022) | 2023 | $ | 167,731 | $272,490(3) | $ | — | $ | — | $ | 99,664 | $ | 10,735(11) | $ | 550,620 | | | 2022 | $ | 543,150 | $— | $ | 2,329,703 | $ | 374,991 | $ | 333,419 | $ | 18,166 | $ | 3,599,429 | | | 2021 | $ | 539,283 | $— | $ | 1,104,204 | $ | 324,983 | $ | 370,005 | $ | 16,573 | $ | 2,355,048 |

  64. SUMMARY COMPENSATION TABLE

    (1)Salaries for fiscal 2023 listed above differ slightly from the fiscal 2023 base salaries discussed in the CD&A because of the timing of fiscal 2023 salary increases, which were approved by the Compensation Committee for each Named Executive Officer and took effect during May 2022, as well as payment of up to 40 hours of remaining accrued and unused vacation time in connection with the Company's transition to a flexible time-off model for U.S. salaried employees beginning in January 2023. (2)Represents one-time cash bonus in connection with new hire sign-on and entry into customary non-competition, non-solicitation and assignment of inventions agreement, payable following completion of Mr. D'Arecca's first 60 days of employment. (3)Represents one-time cash retention bonus paid in accordance with the terms of Mr. Burke's retention and transition agreement. For more information, see "Retention Agreement with William P. Burke" on page 34. (4)Represents the aggregate grant date fair value for, in the case of Stock Awards, time-based RSUs and performance-based PSUs, and in the case of Option Awards, stock options, in each case granted in the respective fiscal years set forth above and calculated in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The grant date fair value of RSUs granted under our 2019 Long-Term Incentive Compensation Plan (the "2019 Plan") are calculated using the closing price of the Company's common stock on the grant date. PSU values were determined based on the expected performance at the time of grant. The Company uses the Monte Carlo model to estimate the probability of satisfying the performance criteria and the resulting fair value of PSU awards with market conditions. If the maximum level of performance is assumed for the PSUs awarded in fiscal 2023, the value of Mr. Simon’s fiscal 2023 PSU awards would be $8,849,943 instead of $4,424,972, Mr. D'Arecca would be $1,622,396 instead of $811,198, Ms. Basil’s would be $2,064,868 instead of $1,032,434, Ms. Lingamneni's would be $1,474,906 instead of $737,453 and Mr. Llorens’ would be $1,474,906 instead of $737,453. The grant date fair value of options is estimated using the Black-Scholes option-pricing model based on the closing price of the Company's common stock on the grant date for awards under the 2019 Plan, and the weighted average assumptions specific to the underlying options in each case. For a detailed description of the assumptions used to calculate the grant date fair value of our Stock Awards and Option Awards, see Note 17 "Capital Stock" to the Company's consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 1, 2023. All RSU, PSU and stock option awards granted to Named Executive Officers in fiscal 2023 were made pursuant to the 2019 Plan. (5)Represents cash payments under our annual short-term incentive compensation plans for fiscal years 2021, 2022 and 2023, as applicable. For more information, see "2023 Bonus Plan Awards and Results" on page 31. (6)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $19,990, (ii) the Company paid portion of supplemental long-term disability insurance premiums in the amount of $14,864 and (iii) the Company paid portion of spousal travel to the Corporation's annual sales meeting and the payment of taxes on such expense. (7)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $14,375, (ii) the Company paid portion of supplemental long-term disability insurance premiums, (iii) reimbursement of $88,356 in temporary housing and relocation-related expenses, including $40,910 for temporary housing, 20,449 for relocation costs and $26,997 for the payment of taxes on such expenses and (iv) commuter benefits under a program available to all Boston-based employees. (8)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $15,422 and (ii) the Company paid portion of supplemental long-term disability insurance premiums. (9)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $18,849, (ii) the Company paid portion of supplemental long-term disability insurance premiums and (iii) remuneration for blood donations under a program available to all Boston-based employees. (10)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $18,864, (ii) the Company paid portion of supplemental long-term disability insurance premiums and (iii) commuter benefits under a program available to all Boston-based employees. (11)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $10,529, (ii) the Company paid portion of supplemental long-term disability insurance premiums and (iii) the Company paid wellness reimbursement available to all U.S. employees.

  65. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2023

    GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2023 The following table summarizes all plan-based award grants to each of our Named Executive Officers during fiscal 2023.

  66. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity incentive Plan Awards(1) | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Underlying Options(5) (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value of Stock Awards and Option Awards(6) ($) | | | | | Threshold ($) | | Target ($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Christopher A. Simon | | $ | 550,000 | $1,100,000 | $ | 2,200,000 | | | | | | | | | | | 5/16/2022 | | | | | | 26,041 | 52,083 | 104,166 | 26,041 | 60,891 | $57.60 | $ | 7,424,913 | | James C. D'Arecca | | $ | 196,875 | $393,750 | $ | 787,500 | | | | | | | | | | | 5/2/2022 | | | | | | | | | 5,902 | 13,828 | $50.83 | $ | 599,991 | | | 5/16/2022 | | | | | | 4,774 | 9,548 | 19,096 | 4,774 | 11,163 | $57.60 | $ | 1,361,168 | | Michelle L. Basil | | $ | 185,103 | $370,205 | $ | 740,411 | | | | | | | | | | | 5/16/2022 | | | | | | 6,076 | 12,152 | 24,304 | 6,076 | 14,208 | $57.60 | $ | 1,732,410 | | Anila Lingamneni | | $ | 149,700 | $299,400 | $ | 598,801 | | | | | | | | | | | 5/16/2022 | | | | | | 4,340 | 8,680 | 17,360 | 4,340 | 10,148 | $57.60 | $ | 1,237,421 | | Josep L. Llorens | | $ | 152,000 | $304,200 | $ | 608,400 | | | | | | | | | | | 5/16/2022 | | | | | | 4,340 | 8,680 | 17,360 | 4,340 | 10,148 | $57.60 | $ | 1,237,421 | | William P. Burke | | $ | — | $99,664(2) | $ | — | | | | | | | | | | | — | | — | — | | — | — | — | — | — | — | — | | — |

  67. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2023

    (1)Represents the threshold, target and maximum annual cash incentive awards under our 2023 Bonus Plan. For each Named Executive Officer other than Mr. Burke, the threshold amount is 50% of target, reflecting the minimum amount payable (subject to individual performance) if threshold performance is achieved. If the threshold is not achieved, the payment to the Named Executive Officers would be zero. The target amount is based upon achievement of the target performance measures listed in “2023 Bonus Plan Targets and Funding” in the CD&A beginning on page 31. The maximum amount represents 200% of target. The actual amounts earned by each Named Executive Officer are set forth under "2023 Bonus Plan Awards and Results" in the CD&A beginning on page 31. (2)Represents a pro rata portion of Mr. Burke’s target award based on days served in fiscal 2023 pursuant to the terms of his retention and transition agreement. For more information, see “2023 Bonus Plan Awards and Results” on page 31 and "Retention Agreement with William P. Burke" on page 34. (3)Represents the threshold, target and maximum award amounts for PSU awards issued to our Named Executive Officers during fiscal 2023. The PSU award amounts will be determined based on the Company’s three-year total shareholder return relative to the components of the S&P MidCap 400 Index. For more information, see “Individual Fiscal 2023 Long-Term Incentive Awards” in the CD&A beginning on page 33. (4)Represents RSUs that vest in annual increments of 25% beginning on the first anniversary of the date of grant. (5)Represents option awards that vest in annual increments of 25% beginning on the first anniversary of the date of grant. The exercise price of option awards equals the closing price of the Company’s common stock on the grant date. (6)Represents the aggregate grant date fair value for, in the case of Stock Awards, time-based RSUs and performance-based PSUs, and in the case of Options Awards, stock options, in each case calculated in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. For a detailed description of the assumptions used to calculate the grant date fair value of our Stock Awards and Option Awards, see Note 17 “Capital Stock” to the Company's consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 1, 2023.

  68. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The table below reflects all outstanding equity awards made to each of the Named Executive Officers that were outstanding at the end of fiscal 2023. Market or payout values are based upon the closing price of $82.75, which was the closing price on the NYSE of our common stock on March 31, 2023 (the "Closing Price"), the last trading day of our common stock in fiscal 2023.

  69. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards(1) | | | | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) | | | Christopher A. Simon | 196,746 | —(4) | $28.615 | 6/29/2023 | | | | | | | | | 104,516 | —(5) | $41.64 | 6/6/2024 | | | | | | | | | 40,443 | —(6) | $93.52 | 6/11/2025 | | | | | | | | | 36,728 | 12,243(7) | $98.025 | 5/14/2026 | | | | | | | | | 24,552 | 24,553(8) | $103.37 | 5/18/2027 | | | | | | | | | 17,933 | 53,800(9) | $56.57 | 5/18/2028 | | | | | | | | | — | 60,891(10) | $57.60 | 5/16/2029 | | | | | | | | | | | | | 3,507(7) | $ | 290,204 | | | | | | | | | | 7,255(8) | $ | 600,351 | | | | | | | | | | 19,887(9) | $ | 1,645,649 | | | | | | | | | | 26,041(10) | $ | 2,154,893 | | | | | | | | | | | | | 29,021(3)(8) | $ | 2,401,488 | | | | | | | | | | 53,031(3)(9) | $ | 4,388,315 | | | | | | | | | | 52,083(3)(10) | $ | 4,309,868 | | James C. D'Arecca | — | 13,828(11) | $50.83 | 5/2/2029 | | | | | | | | | — | 11,163(10) | $57.60 | 5/16/2029 | | | | | | | | | | | | | 5,902(11) | $ | 488,391 | | | | | | | | | | 4,774(10) | $ | 395,049 | | | | | | | | | | | | | 9,548(3)(10) | $ | 790,097 | | Michelle L. Basil | 9,516 | —(6) | $93.52 | 6/11/2025 | | | | | | | | | 7,345 | 2,449(7) | $98.025 | 5/14/2026 | | | | | | | | | 4,910 | 4,911(8) | $103.37 | 5/18/2027 | | | | | | | | | — | 12,553(9) | $56.57 | 5/18/2028 | | | | | | | | | — | 14,208(10) | $57.60 | 5/16/2029 | | | | | | | | | | | | | 702(7) | $ | 58,091 | | | | | | | | | | 406(12) | $ | 33,597 | | | | | | | | | | 1,451(8) | $ | 120,070 | | | | | | | | | | 4,641(9) | $ | 384,043 | | | | | | | | | | 8,839(9)(13) | $ | 731,427 | | | | | | | | | | 6,076(10) | $ | 502,789 | | | | | | | | | | | | | 5,804(3)(8) | $ | 480,281 | | | | | | | | | | 12,374(3)(9) | $ | 1,023,949 | | | | | | | | | | 12,152(3)(10) | $ | 1,005,578 | | Anila Lingamneni | 3,754 | 3,755(14) | $103.12 | 4/15/2027 | | | | | | | | | 2,046 | 2,046(8) | $103.37 | 5/18/2027 | | | | | | | | | 2,391 | 7,173(9) | $56.57 | 5/18/2028 | | | | | | | | | — | 10,148(10) | $57.60 | 5/16/2029 | | | | | | | | | | | | | 1,091(14) | $ | 90,280 | | | | | | | | | | 605(8) | $ | 50,064 | | | | | | | | | | 2,652(9) | $ | 219,453 | | | | | | | | | | 3,535(9)(13) | $ | 292,521 | | | | | | | | | | 4,340(10) | $ | 359,135 | | | | | | | | | | | | | 2,418(3)(8) | $ | 200,090 |

  70. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards(1) | | | | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) | | | | | | | | | | | 7,070(3)(9) | $ | 585,043 | | | | | | | | | | 8,680(3)(10) | $ | 718,270 | | Josep L. Llorens | 4,714 | —(15) | $111.84 | 9/4/2025 | | | | | | | | | 4,006 | 1,336(7) | $98.025 | 5/14/2026 | | | | | | | | | 2,864 | 2,864(8) | $103.37 | 5/18/2027 | | | | | | | | | — | 7,173(9) | $56.57 | 5/18/2028 | | | | | | | | | — | 10,148(10) | $57.60 | 5/16/2029 | | | | | | | | | | | | | 383(7) | $ | 31,693 | | | | | | | | | | 846(8) | $ | 70,007 | | | | | | | | | | 2,652(9) | $ | 219,453 | | | | | | | | | | 3,535(9)(13) | $ | 292,521 | | | | | | | | | | 4,340(10) | $ | 359,135 | | | | | | | | | | | | | 3,385(3)(8) | $ | 280,109 | | | | | | | | | | 7,070(3)(9) | $ | 585,043 | | | | | | | | | | 8,680(3)(10) | $ | 718,270 | | William P. Burke | — | — | $— | — | | | | | | | | | | | | | — | $ | — | | | | | | | | | | | | | — | $ | — |

  71. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)All stock option awards vest in annual increments of 25% beginning on the first anniversary of the date of grant. (2)Represents unvested RSUs, the market value for which was determined by multiplying the Closing Price by the number of RSUs. Except where otherwise noted per footnote (13) below, each RSU vests in annual increments of 25% beginning on the first anniversary of the date of grant. (3)Represents unvested PSUs, the market value for which was determined by multiplying the Closing Price by the number of PSUs assuming that PSU awards would vest at target award amounts. The PSU award amounts will be determined based on the Company's total shareholder return during a three-year performance period relative to a comparison group and vest, if at all, on the last day of the performance period. The last day of the performance period for grants made in May 2020 is May 17, 2023, for grants made in May 2021 is May 17, 2024 and for grants made in May 2022 is May 15, 2025. The actual number of shares awarded under a PSU may range from 0% to a maximum of 200% of the target award depending upon the Company’s relative total shareholder return. (4)Date of grant is June 29, 2016. (5)Date of grant is June 6, 2017. (6)Date of grant is June 11, 2018. (7)Date of grant is May 14, 2019. (8)Date of grant is May 18, 2020. (9)Date of grant is May 18, 2021. (10)Date of grant is May 16, 2022. (11)Date of grant is May 2, 2022. (12)Date of grant is October 22, 2019. (13)RSU vests in annual increments of 50% beginning on the first anniversary of the date of grant. (14)Date of grant is April 15, 2020. (15)Date of grant is September 4, 2018.

  72. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023

  73. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023

    | | Option Awards | | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | | Christopher A. Simon | — | $ | — | 16,604 | $ | 979,509 | | James C. D'Arecca | — | $ | — | — | $ | — | | Michelle L. Basil | 37,246 | $ | 1,338,479 | 12,885 | $ | 769,594 | | Anila Lingamneni | — | $ | — | 5,265 | $ | 309,636 | | Josep L. Llorens | 2,391 | $ | 79,931 | 5,559 | $ | 331,598 | | William P. Burke | 4,483 | $ | 73,163 | 12,698 | $ | 749,685 |

  74. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023

    (1)Amounts reflect the difference between the exercise price of the option and the price of the Company’s common stock on the NYSE at the time of exercise. (2)Amounts reflect the average of the high and low trading price of the Company’s common stock on the NYSE on the vesting date for awards under our 2005 Plan and the closing price of the Company's common stock on the NYSE on the vesting date for awards under our 2019 Plan.

  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table describes the potential payments upon termination or a change in control for our Named Executive Officers. The material terms of our employment, change of control and severance agreements with our Named Executive Officers and the termination and change in control benefits under our equity awards are discussed above in the CD&A under the sub-heading “Employment, Change in Control and Severance Arrangements” beginning on page 34.

  76. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Cash Severance Payment | | Continuation of Benefits | | In-the-Money Value of Unvested Equity(1) | | Other Benefits(2) | | Total | | | Christopher A. Simon | | | | | | | | | | | | Termination by the Company for Cause | $ | — | $ | — | $ | — | $ | — | $ | — | | Voluntary Termination(3) | $ | — | $ | — | $ | 6,287,064 | $ | — | $ | 6,287,064 | | Death of Executive(4) | $ | — | $ | — | $ | 13,918,054 | $ | — | $ | 13,918,054 | | Disability of Executive(5) | $ | — | $ | — | $ | 13,627,850 | $ | — | $ | 13,627,850 | | Involuntary Termination Without Cause or Constructive Termination by Executive (6) | $ | 4,200,000 | $ | — | $ | — | $ | 15,000 | $ | 4,215,000 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(7) | $ | 6,279,000 | $ | 49,901 | $ | 18,730,661 | $ | 15,000 | $ | 25,074,562 | | James C. D'Arecca | | | | | | | | | | | | Termination by the Company for Cause | $ | — | $ | — | $ | — | $ | — | $ | — | | Voluntary Termination | $ | — | $ | — | $ | — | $ | — | $ | — | | Death of Executive(4) | $ | — | $ | — | $ | 1,835,753 | $ | — | $ | 1,835,753 | | Disability of Executive(5) | $ | — | $ | — | $ | 1,835,753 | $ | — | $ | 1,835,753 | | Involuntary Termination Without Cause(6) | $ | 1,295,192 | $ | 20,393 | $ | — | $ | 15,000 | $ | 1,330,585 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(7) | $ | 1,837,500 | $ | 51,982 | $ | 2,395,675 | $ | 15,000 | $ | 4,300,157 | | Michelle L. Basil | | | | | | | | | | | | Termination by the Company for Cause | $ | — | $ | — | $ | — | $ | — | $ | — | | Voluntary Termination | $ | — | $ | — | $ | — | $ | | $ | — | | Death of Executive(4) | $ | — | $ | — | $ | 3,906,328 | $ | — | $ | 3,906,328 | | Disability of Executive(5) | $ | — | $ | — | $ | 3,848,238 | $ | — | $ | 3,848,238 | | Involuntary Termination Without Cause (6) | $ | 1,234,018 | $ | 10,860 | $ | — | $ | 15,000 | $ | 1,259,878 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(7) | $ | 1,727,625 | $ | 32,427 | $ | 5,025,792 | $ | 15,000 | $ | 6,800,844 | | Anila Lingamneni | | | | | | | | | | | | Termination by the Company for Cause | $ | — | $ | — | $ | — | $ | — | $ | — | | Voluntary Termination | $ | — | $ | — | $ | — | $ | | $ | — | | Death of Executive(4) | $ | — | $ | — | $ | 2,219,590 | $ | — | $ | 2,219,590 | | Disability of Executive(5) | $ | — | $ | — | $ | 2,219,590 | $ | — | $ | 2,219,590 | | Involuntary Termination Without Cause(6) | $ | 1,059,417 | $ | 20,393 | $ | — | $ | 15,000 | $ | 1,094,810 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(7) | $ | 1,520,033 | $ | 51,866 | $ | 2,957,867 | $ | 15,000 | $ | 4,544,766 | | Josep L. Llorens | | | | | | | | | | | | Termination by the Company for Cause | $ | — | $ | — | $ | — | $ | — | $ | — | | Voluntary Termination | $ | — | $ | — | $ | — | $ | — | $ | — | | Death of Executive(4) | $ | — | $ | — | $ | 2,257,527 | $ | — | $ | 2,257,527 | | Disability of Executive(5) | $ | — | $ | — | $ | 2,225,834 | $ | — | $ | 2,225,834 | | Involuntary Termination Without Cause(6) | $ | 1,076,400 | $ | 20,393 | $ | — | $ | 15,000 | $ | 1,111,793 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(7) | $ | 1,544,400 | $ | 53,033 | $ | 2,999,242 | $ | 15,000 | $ | 4,611,675 | | William P. Burke | | | | | | | | | | | | Termination by the Company for Cause | $ | — | $ | — | $ | — | $ | — | $ | — | | Voluntary Termination | $ | — | $ | — | $ | — | $ | — | $ | — | | Death of Executive | $ | — | $ | — | $ | — | $ | — | $ | — | | Disability of Executive | $ | — | $ | — | $ | — | $ | — | $ | — | | Involuntary Termination Without Cause | $ | — | $ | — | $ | — | $ | — | $ | — | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control | $ | — | $ | — | $ | — | $ | — | $ | — |

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Based upon the price of $82.75, which was the closing price on the NYSE of our common stock on March 31, 2023, the last trading day of our common stock in fiscal 2023. (2)Represents estimated payments for outplacement services pursuant to our executives' change in control and severance agreements. (3)Employees that voluntarily retire from the Company after age 55 that have completed five consecutive years of service with the Company remain eligible to receive a pro rata portion of the target award amount under their PSU awards at the end of the performance period based on the period of time elapsed during the performance period and achievement of the relevant performance metrics. Mr. Simon was the only Named Executive Officer eligible for this retirement benefit as of April 1, 2023. None of our other Named Executive Officers were retirement eligible as of April 1, 2023 and accordingly would forfeit their PSUs upon voluntary termination. (4)Payments and benefits are calculated assuming the death of the Named Executive Officer on April 1, 2023. In-the-Money-Value of Unvested Equity includes the value of (a) unvested option awards and RSU awards that accelerate upon the executive's death plus (b) the pro rata value of the target award amount under outstanding PSU awards based on the time elapsed during the performance period through April 1, 2023, assuming the PSU award vests at target award amounts based on the relevant performance metrics. The actual amount payable under these PSU awards can be determined and paid, if at all, only at the end of the performance period and may be more or less than the target performance levels based on the terms of the applicable PSU. (5)Payments and benefits are calculated assuming the Named Executive Officer’s employment was terminated for a disability as defined under his or her respective equity award agreements. In-the-Money-Value of Unvested Equity includes the value of (a) unvested options and RSU awards that will continue to vest according to their original vesting schedule, and (b) the pro rata value of the target award amount under outstanding PSU awards based on the time elapsed during the performance period through April 1, 2023, assuming the PSU award vests at target award amounts. The actual amount payable under these PSU awards can be determined and paid, if at all, only at the end of the performance period and may be more or less than the target performance levels based on the terms of the applicable PSU. (6)Payments and benefits are calculated assuming the Named Executive Officer’s employment was terminated by the Company without cause or, solely in the case of Mr. Simon, upon Mr. Simon's resignation due to constructive termination (as defined in Mr. Simon's severance agreement), on April 1, 2023 and payable as a lump sum. (7)Payments and benefits calculated assuming the Named Executive Officer’s employment was terminated by the Company without cause or by the Named Executive Officer for good reason on April 1, 2023 following a change in control and payable as a lump sum. Additionally, In-the-Money-Value of Unvested Equity assumes that PSU awards would vest at target award amounts. The actual amount payable under these awards can be determined only at the time of the change in control and may be more or less than the target performance levels based on the terms of the applicable PSU.

  78. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | CEO Pay Ratio |

  79. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Mr. Simon. Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s requirements. For fiscal 2023, our median employee annual total compensation was $47,421. Our CEO’s annual total compensation was $10,686,395. Accordingly, the ratio of our CEO’s annual total compensation to the median employee’s annual total compensation for our fiscal 2023 was 225 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we used the following methodology, material assumptions, adjustments and estimates: •We determined that, as of January 3, 2022 (the date chosen for identifying our median employee), our employee population consisted of 2,813 employees worldwide. •We used a consistently applied compensation measure to identify our median employee by comparing the base salary and hourly wages actually paid in calendar year 2022 as reflected in our payroll records. To make them comparable, base salaries and wages for newly hired employees who had worked less than a year were annualized. •We used all of our worldwide employees, excluding Mr. Simon, in our analysis, and used the currency exchange rate in effect on January 3, 2022 to convert all currencies to U.S. dollars for the comparison. We did not make any cost of living adjustments in identifying the median employee. •As our fiscal 2022 median employee terminated as an employee of the Company during fiscal 2023, we selected the next most similarly situated employee from our January 3, 2022 analysis ranking employees' compensation (excluding our CEO) according to the above methodology and, after we identified such new median employee, we combined all of the elements of such employee’s compensation for the Company’s fiscal year ended April 1, 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We do not believe that any changes to our employee population or employee compensation during fiscal 2023 would result in a significant change to our pay ratio. •With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our fiscal 2023 Summary Compensation Table included in this Proxy Statement. Because the SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies in our peer group may not be comparable to the pay ratio reported above, as these other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  80. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Pay Versus Performance |

  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    As described in greater detail in our Compensation Discussion and Analysis beginning on page 22, our executive compensation program reflects a variable pay-for-performance philosophy. The following table and related disclosures provide further “pay versus performance” disclosure with respect to our Chief Executive Officer, also referred to as our principal executive officer ("PEO"), and our other named executive officers, or NEOs, as contemplated by Item 402(v) of Regulation S-K.

  82. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  83. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | FiscalYear(1) | Summary Compensation Table Total For CEO/PEO ($) | | Compensation Actually Paid to CEO/PEO ($)(2)(3) | | Average Summary Compensation Table for Non-PEO Named Executive Officers ($) | | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2)(4) | | Total Shareholder Return ($)(5) | | Peer Group Total Shareholder Return ($)(5) | | Net Income ($) thousands)(6) | | Adjusted Revenue ($) thousands)(7) | | | 2023 | $ | 10,686,395 | $ | 15,869,415 | $ | 2,395,331 | $ | 2,834,733 | $ | 81.97 | $ | 137.09 | $ | 115,401 | $ | 1,189,500 | | 2022 | $ | 8,702,220 | $ | (2,352,047) | $ | 2,871,874 | $ | 1,276,390 | $ | 63.25 | $ | 167.29 | $ | 43,375 | $ | 989,900 | | 2021 | $ | 8,625,394 | $ | 6,611,926 | $ | 1,951,223 | $ | 1,842,169 | $ | 110.99 | $ | 174.65 | $ | 79,469 | $ | 869,100 |

  84. PAY VERSUS PERFORMANCE TABLE

    (1)The CEO/PEO and non-PEO NEOs included in the above compensation columns reflect the following:

  85. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | CEO/PEO | Non-PEO NEOs | | 2023 | Christopher A. Simon | James C. D'Arecca, Michelle L. Basil, Anila Lingamneni, Josep L. Llorens and William P. Burke | | 2022 | Christopher A. Simon | William P. Burke, Michelle L. Basil, Josep L. Llorens and Stewart W. Strong | | 2021 | Christopher A. Simon | William P. Burke, Michelle L. Basil, Anila Lingamneni and Josep L. Llorens |

  86. PAY VERSUS PERFORMANCE TABLE

    (2)The dollar amounts reflected in these columns represent the "Compensation Actually Paid" ("CAP") to the CEO/PEO and the average amount of CAP to the non-PEO NEOs as a group, respectively, in the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. “Compensation Actually Paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year. Instead, it is a nuanced calculation that includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior year, in accordance with Item 402(v) of Regulation S-K. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns. (3)In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the compensation for the CEO/PEO for each fiscal year to determine the “Compensation Actually Paid”:

  87. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation “Actually Paid” for CEO/PEO | Fiscal 2023 ($) | Fiscal 2022 ($) | Fiscal 2021 ($) | | Summary Compensation Table Total Compensation | $10,686,395 | $8,702,220 | $8,625,394 | | Less the aggregate change in the actuarial present value of pension benefits | $— | $— | $— | | Plus the actuarial present value of pension benefits attributable to the service during the covered fiscal year and prior service cost | $— | $— | $— | | Less for grant date fair value of any equity awards granted during the year | $(7,424,913) | $(6,819,232) | $(6,596,160) | | Plus the fair value as of fiscal year-end of any equity awards granted during the covered year that are unvested at the end of the year | $11,727,337 | $8,268,477 | $7,308,743 | | Plus the change, measured from the end of the prior fiscal year to the end of the most recently completed fiscal year, in the fair value of any equity awards granted in prior years that are unvested as of the end of the covered year | $3,234,630 | $(7,412,245) | $(1,482,976) | | Plus for awards that are granted and vest in the same year, the fair value as of the vesting date | $— | $— | $— | | Plus the change, measured from the end of the prior fiscal year to the vesting date, in fair value of equity awards granted in prior years that vested during the covered year | $(2,354,034) | $(5,091,267) | $(1,243,075) | | Less the fair value as of the end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered year | $— | $— | $— | | Plus the dollar value of any dividends or earnings paid on equity awards in the fiscal year prior to the vesting date that are not otherwise included in total compensation for the year | $— | $— | $— | | Total Adjustments | $5,183,020 | $(11,054,267) | $(2,013,468) | | Compensation Actually Paid | $15,869,415 | $(2,352,047) | $6,611,926 |

  88. PAY VERSUS PERFORMANCE TABLE

    (4)In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the compensation for the non-PEO NEOs as a group, for each fiscal year to determine the “Compensation Actually Paid”:

  89. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Average Compensation “Actually Paid” for Non-PEO NEOs | Fiscal 2023 Average ($) | Fiscal 2022 Average ($) | Fiscal 2021 Average ($) | | Summary Compensation Table Total Compensation | $2,395,331 | $2,871,874 | $1,951,223 | | Less the aggregate change in the actuarial present value of pension benefits | $— | $— | $— | | Plus the actuarial present value of pension benefits attributable to the service during the covered fiscal year and prior service cost | $— | $— | $— | | Less for grant date fair value of any equity awards granted during the year | $(1,233,682) | $(2,041,847) | $(1,129,311) | | Plus the fair value as of fiscal year-end of any equity awards granted during the covered year that are unvested at the end of the year | $1,958,299 | $2,404,154 | $1,256,689 | | Plus the change, measured from the end of the prior fiscal year to the end of the most recently completed fiscal year, in the fair value of any equity awards granted in prior years that are unvested as of the end of the covered year | $404,989 | $(1,373,148) | $(158,035) | | Plus, for awards that are granted and vest in the same year, the fair value as of the vesting date | $— | $— | $— | | Plus the change, measured from the end of the prior fiscal year to the vesting date, in fair value of equity awards granted in prior years that vested during the covered year | $(40,369) | $(584,643) | $(78,397) | | Less the fair value as of the end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered year | $(649,835) | $— | $— | | Plus the dollar value of any dividends or earnings paid on equity awards in the fiscal year prior to the vesting date that are not otherwise included in total compensation for the year | $— | $— | $— | | Total Adjustments | $439,402 | $(1,595,484) | $(109,054) | | Compensation Actually Paid | $2,834,733 | $1,276,390 | $1,842,169 |

  90. PAY VERSUS PERFORMANCE TABLE

    (5)For the relevant fiscal year, represents the cumulative total shareholder return on Haemonetics Corporation common stock and on the S&P Health Care Equipment Select Industry Index based on an investment of $100 (with reinvestment of all dividends) in each of Haemonetics Corporation and the S&P Health Care Equipment Select Industry Index on March 30, 2020, the first trading day of our fiscal 2021. (6)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year. (7)Adjusted revenue is a non-GAAP number and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs, including our CEO, for the most recently completed fiscal year to the Company’s performance. For purposes of the 2023 Bonus Plan, adjusted revenue equals fiscal 2023 total Company revenue determined in accordance with GAAP, or $1,168,660,000, adjusted to exclude the impacts of currency. For more information, see "Annual Short-Term Incentive Compensation" beginning on page 29.

  91. ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF INFORMATION IN THE PAY VERSUS PERFORMANCE TABLE As described in more detail in our Compensation Discussion and Analysis beginning on page 22, the Company’s executive compensation program reflects our pay for performance philosophy. We selected adjusted revenue as our Company Selected Measure for purposes of the Pay Versus Performance Table because it is a key performance metric within our 2023 Bonus Plan, with a relative weighting of 60% adjusted revenue to 40% adjusted EPS to align with the Company's strategic focus on transformational revenue growth while also driving profitability. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance Table above. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic depictions of the relationships between information presented in the Pay Versus Performance Table.

  92. Relationship Between Compensation Actually Paid and Company/Peer Group Total Shareholder Return

    Relationship Between Compensation Actually Paid and Company/Peer Group Total Shareholder Return

  93. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  94. Relationship Between Compensation Actually Paid and Adjusted Revenue

    Relationship Between Compensation Actually Paid and Adjusted Revenue

  95. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023

    PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023 As described in greater detail in our Compensation Discussion and Analysis beginning on page 22, our compensation philosophy emphasizes a pay for performance culture focused on the long-term interests of our shareholders. We utilize metrics for our short- and long-term incentive compensation programs that are designed to drive short-term and long-term growth and profitability and link our Named Executive Officers' compensation pay outcomes to execution of business strategy and shareholder value creation. Listed below are the financial performance measures which in our assessment represent the most important performance measures we used to link compensation actually paid to our NEOs, including our CEO, to Company performance for fiscal 2023.

  96. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023

    | Adjusted EPS* | | Adjusted Operating Income* | | Adjusted Revenue* | | Relative Total Shareholder Return |

  97. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023

    * Adjusted EPS, adjusted operating income and adjusted revenue are non-GAAP financial measures under applicable SEC rules and regulations, and adjusted EPS and adjusted revenue represent the performance metrics for our Named Executive Officers under the 2023 Bonus Plan. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please refer to the Compensation Discussion and Analysis beginning on page 22 and to Appendix A to this Proxy Statement.

  98. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023

    | Hedging Policy |

  99. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023

    Our Securities Trading Policy prohibits employees and directors of the Company from engaging in hedging or similarly speculative transactions with respect to the Company’s securities, including, without limitation, same day or short-term trading (i.e., day trading), short sales, and buying, selling or writing puts, calls or other derivatives denominated in Haemonetics securities. ITEM 3—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS The Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the provisions of Section 14A of the Exchange Act, requires that we provide our shareholders with the opportunity to vote to approve, on a non-binding advisory basis, how frequently we should seek future advisory votes to approve the compensation of our named executive officers as disclosed in our proxy statements pursuant to the SEC's compensation disclosure rules. By voting on this Item 3, shareholders may indicate whether they would prefer an advisory vote on named executive officer compensation once every one, two, or three years, or abstain from voting altogether. As an advisory vote, the results of this vote will not be binding on the Board or the Company. Our Board has determined that continuing our practice of having an advisory vote on executive compensation each year is the most appropriate alternative for the Company, and therefore our Board recommends that you vote for a one-year interval for the advisory vote on executive compensation. In formulating its recommendation, our Board considered that an annual advisory vote on executive compensation has allowed our shareholders to provide us with more timely input on the compensation of our named executive officers. We understand that our shareholders may have different views as to what is the best approach for the Company, and we look forward to hearing from our shareholders on this Item 3. You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or you may abstain when you vote in response to this Item 3. The option of one year, two years or three years that receives a majority of the votes cast by the shares of common stock present in person or represented by proxy and voting will be the frequency for the advisory vote on executive compensation that has been selected by shareholders, and, if no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by shareholders. Abstentions and broker “non-votes” are included in the number of shares present or represented for purposes of a quorum, but are not considered as shares voting or as votes cast with respect to this matter. As a result, abstentions and broker “non-votes” will not have any effect on the proposal regarding the frequency of an advisory vote on executive compensation. Because this vote is advisory and not binding on the Board, the Compensation Committee or the Company in any way, the Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders.

  100. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023

    | ☑ | The Board recommends that shareholders vote, in an advisory manner, to hold an advisory vote on Named Executive Officer compensation EVERY ONE (1) YEAR. |

  101. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023

    ITEM 4—APPROVAL OF HAEMONETICS CORPORATION AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE COMPENSATION PLAN

  102. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023

    | Overview and Background |

  103. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023

    The Company is seeking shareholder approval of the Haemonetics Corporation Amended and Restated 2019 Long-Term Incentive Compensation Plan (the “Amended Plan”). On June 12, 2023, our Board, based on the recommendation of the Compensation Committee and subject to shareholder approval, unanimously approved and adopted the Amended Plan, which increases the number of shares available under the Haemonetics Corporation 2019 Long-Term Incentive Compensation Plan currently in place (the “Current Plan”) by 2,966,231 additional shares, from 1,975,970 shares to 4,942,201 shares (subject to adjustment as described under “Shares Available” and "Adjustment Provisions" below), and makes the following additional changes: •Clarifies certain provisions relating to the definitions of “Cause” and “Change of Control”; •Adds objectively determinable corporate values measures to the types of performance goals that may be applicable to an award; •Clarifies certain exercisability provisions relating to stock options; •Augments language relating to clawback provisions in light of recent SEC rulemaking; and •Makes certain other immaterial and conforming changes. If approved by shareholders at the 2023 Annual Meeting of Shareholders, the Amended Plan will be effective upon such approval (the “Effective Date”). The Amended Plan is a long-term incentive plan designed to encourage our employees (including our executive officers), non-employee directors, and certain consultants and advisors who provide services to the Company and its subsidiaries with the opportunity to own Company common stock and incentivize these individuals to promote the Company’s success. We believe that participation in the Amended Plan will encourage eligible participants to contribute to the success and growth of the Company, thereby benefiting the Company’s shareholders and aligning the economic interests of participants, including our executive officers, with those of our shareholders.

  104. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS The below table shows the number of shares subject to (i) outstanding stock options, (ii) outstanding and unvested restricted stock units, or RSUs, (iii) shares subject to outstanding and unvested performance share units, or PSUs, and (iv) shares available for future awards under the Current Plan and the Company’s 2005 Long-Term Incentive Compensation Plan (the "2005 Plan"), in each case as of May 22, 2023. The total number of shares of our common stock outstanding as of May 22, 2023 was 50,594,781.

  105. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    | Plan Category | Shares Subject to Outstanding Stock Options(1) | Shares Subject to Outstanding Full-Value Awards(2)(3) | | Shares Remaining Available for Future Grant | | Current Plan | 1,219,686 | | 1,257,297 | 1,975,970 | | 2005 Plan | 104,525 | | 621 | — |

  106. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    (1) Outstanding stock options have a weighted average exercise price of $67.61, a term of seven years, and a weighted average remaining term of 3.88 years. (2) Consists of RSU and PSU awards. (3) PSU awards included in these columns are reflected assuming a maximum level of performance. Based on our shares of common stock outstanding as of May 22, 2023, the 4,558,099 shares subject to outstanding grants or available for future grants under the Current Plan and the 2005 Plan represent, in the aggregate, an “overhang” of approximately 8.26% of shares. If shareholders approve the Amended Plan, the additional 2,966,231 shares available for issuance would increase the overhang to approximately 12.95%. We calculate “overhang” as:

  107. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    | shares underlying outstanding awards + shares available for issuance under future awards | ÷ | total shares outstanding + shares underlying outstanding awards + shares available for issuance under future awards |

  108. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    We recognize that equity awards dilute existing shareholders and are committed to using equity incentive awards prudently and within reasonable limits. Accordingly, we closely monitor our stock award burn rate each year. Our annual burn rate is determined by dividing the number of shares of our common stock subject to stock-based awards granted in a fiscal year by the weighted average number of shares of our common stock outstanding for that fiscal year, as shown in the following table.

  109. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    | Fiscal Year | Stock Options Granted | Full Value Awards Granted(1) | Weighted Average # of Shares of Common Stock Outstanding | Burn Rate | | 2023 | 276,928 | 296,028 | 50,783,408 | 1.13% | | 2022 | 310,302 | 423,054 | 51,047,387 | 1.44% | | 2021 | 205,846 | 332,964 | 50,687,696 | 1.06% |

  110. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    (1) PSU awards included in this column are reflected assuming a target level of performance.

  111. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    | Alignment with Best Practices |

  112. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    Our Board believes that the Amended Plan incorporates and promotes best practices by reinforcing the alignment between equity compensation arrangements for eligible participants and shareholders’ interests. The good corporate governance features of the Current Plan designed to protect shareholder interests and reflect our compensation principles will remain in the Amended Plan, including the following key features: •Administration. The Compensation Committee, which is composed entirely of independent, non-employee directors, administers the Current Plan. •No Liberal Share Recycling. The following shares may not be added back to the pool of shares available for issuance under the Current Plan: (i) any shares used in payment upon exercise of stock options or stock-settled stock appreciation rights (“SARs”); (ii) any shares withheld or surrendered for the payment of taxes relating to any award; and (iii) shares purchased on the open market with proceeds from the exercise of stock options. If any outstanding awards are settled in cash, the shares underlying such awards will again become available for issuance under the Current Plan. •Annual Limits on Awards, Including Awards to Non-Employee Directors. The maximum aggregate grant date fair value of all awards made to a non-employee director in any calendar year, together with any cash payments to the non-employee director for director services during such fiscal year, cannot exceed $750,000 in total value. The Current Plan also limits the maximum number of shares that may be granted during any one fiscal year to any employee or key advisor to 750,000 shares, or two times that amount in the case of a newly hired employee. •Explicit “No Repricing” Provisions. Subject to certain adjustment provisions, the Current Plan expressly provides that the terms of stock options or SARs may not be amended or replaced, without shareholder approval, to (i) reduce the exercise or base price of outstanding options or SARs, (ii) cancel outstanding options or SARs in exchange for options or SARs with a lowered exercise or base price, or (iii) replace outstanding options or SARs in exchange for other awards or cash at a time when the exercise price of such options or SARs is higher than the fair market value of a share of common stock. •Clawback/Recoupment Provision. The Current Plan includes a “clawback” or recoupment provision, which provides that awards will be subject to cancellation or forfeiture pursuant to any clawback, recoupment or similar policy required by law or otherwise adopted by the Board. Our Principles of Corporate Governance grant the Board the right to recover an executive officer’s annual incentive bonus and any long-term equity awards if, as a result of such executive officer’s misconduct, the Company is required to make an accounting restatement due to a material non-compliance with any financial reporting requirement, or if such executive officer violates our Code of Conduct. •No Discounted Stock Options or SARs. The Current Plan requires that stock options and SARs must have an exercise price equal to at least the fair market value of our common stock on the date the award is granted. •No Liberal Change of Control Definition. The Current Plan defines change of control based, in part, on the consummation of the transaction rather than the announcement or shareholder approval of the transaction. The Current Plan also provides for double-trigger vesting following a change of control (as described in more detail under "Change of Control Provisions" below). •For All Awards, No Dividend Payments Unless Awards Vest or Are Earned. The Current Plan prohibits paying dividends on stock options or SARs, and expressly provides that no dividends or dividend equivalents will be paid on restricted shares and restricted share units (including performance-based awards) unless and until the applicable vesting and/or performance requirements have been satisfied or achieved. •No Tax Gross-Ups. The Current Plan does not provide for any tax gross-ups.

  113. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    | Summary of the Amended Plan |

  114. CURRENT OVERVIEW OF OUTSTANDING EQUITY AWARDS

    The following summary of the principal features of the Amended Plan is qualified in its entirety by reference to the complete text of the Amended Plan, a copy of which is attached as Appendix B to this Proxy Statement. Purpose. The purpose of the Amended Plan is to provide employees, non-employee directors, and certain consultants and advisors of the Company and its subsidiaries with the opportunity to receive grants of incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), SARs, restricted stock, RSUs (including performance-based RSUs) and other awards. The Company believes that the Amended Plan will encourage these participants to contribute to our success and growth, which benefits our shareholders. We also believe that the Amended Plan will encourage ownership of our common stock by our executive officers, employees, non-employee directors, and key consultants and advisors, which aligns these participants’ interests with those of our shareholders. Administration. Generally, the Compensation Committee has full power and authority to administer and interpret the Amended Plan, including the authority to determine (i) who is eligible to receive awards under the Amended Plan and (ii) the terms and provisions of such awards and of the applicable award agreements. Pursuant to the terms of the Amended Plan, the Compensation Committee may delegate to our CEO the authority to grant awards to certain participants (excluding executive officers and non-employee directors who are subject to the reporting requirements of Section 16 of the Exchange Act). Eligibility. All employees (including our executive officers) and non-employee directors of the Company and its subsidiaries are eligible to participate in the Amended Plan. Certain consultants and advisors of the Company and its subsidiaries (“Key Advisors”) also are eligible to participate in the Amended Plan, subject to the prescriptions and requirements set forth in the Amended Plan. As of May 22, 2023, approximately 3,151 employees (including our eight executive officers) and eight non-employee directors would be eligible to participate in the Amended Plan, and no Key Advisors would have been designated by the Committee to participate in the Amended Plan. As of May 22, 2023, approximately 481 current and former employees (including our eight current executive officers), eight current non-employee directors, and no Key Advisors hold outstanding equity awards under the Current Plan. Because our executive officers and non-employee directors are eligible to receive awards under the Amended Plan, they may be deemed to have a personal interest in the approval of this Item 4. Shares Available. Subject to adjustment as described below under “Adjustment Provisions,” the maximum number of shares of common stock authorized for issuance under the Amended Plan is 4,942,201 shares of common stock. In addition, and subject to adjustment and the share counting provisions as provided in the Amended Plan, shares of common stock subject to outstanding grants under the Amended Plan (following the Effective Date) or the 2005 Plan (following July 25, 2019) that terminate, expire or are cancelled, forfeited, exchanged or surrendered without having been exercised, vested or paid will be added back to the share reserve under the Amended Plan. Shares issued under the Amended Plan may be newly-issued shares or shares that have been reacquired by the Company. Share Counting Provisions. For purposes of calculating the number of shares of common stock issued under the Amended Plan, and subject to the adjustment provisions set forth in the Amended Plan: •Any shares that are subject to an award of stock options or SARs will be counted against the authorized share reserve as one share. •Any shares that are subject to awards other than options, SARs or cash awards will be counted against the authorized share reserve as 2.76 shares (the "Fungible Ratio"). •Shares (i) withheld by the Company or tendered by the participant in payment of the exercise price or withholding taxes relating to a stock option or SAR or (ii) withheld or surrendered for the payment of taxes with respect to any award will not be added back to the share pool. •Upon the exercise of any stock-settled SAR, the share reserve will be reduced by the gross number of shares as to which such right is exercised. •Shares purchased on the open market with the cash proceeds from the exercise of stock options will not be added back to the share pool. •To the extent that an award expires or is cancelled, forfeited, exchanged or surrendered without having been exercised, terminated or settled in cash, then the undelivered shares will again be available for awards to be granted under the Amended Plan.