DEF 14A of Haemonetics Corp, Jun 6, 2025

DEF 14A of Haemonetics Corp

Filed Jun 6, 2025 · FY20250000313143-25-000041

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, we seek to have our Board reflect a portfolio of diverse backgrounds, skills, qualifications, viewpoints and experiences in aspects of business or technology that are 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 Board 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

    | ■ | His or her background, skills, qualifications, experience and acumen as they relate to Haemonetics' business needs | ■ | His or her independence from the Company and management, as defined under SEC and NYSE rules | | ■ | His or her integrity, independence, 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

    Our Board believes that each of its members must be willing and able to devote the substantial time required to carry out the duties and responsibilities of directors. Under our Principles of Corporate Governance, directors are prohibited from serving on more than four other public company boards (in addition to our Board) without the approval of our Board (for more information, see "Board and Committee Service Limitation" on page 16). In the case of directors being considered for re-nomination to the Board, 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. The Governance and Compliance Committee has evaluated and maintains that each of our director nominees for re-election at the 2025 Annual Meeting of Shareholders has proven the ability to commit sufficient time and capacity to Board duties and to otherwise fulfill the responsibilities required of directors. Such demonstration is evidenced by Board and committee meeting attendance records and preparation, contributions to Board discussions and decision-making and engagement with other members of the Board and management. Additionally, all of our directors are in compliance with our policy regarding public company board service limits, as described above.

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  5. PRESENT TERMS EXPIRING IN 2025 AND PROPOSED TERMS TO EXPIRE IN 2026

    PRESENT TERMS EXPIRING IN 2025 AND PROPOSED TERMS TO EXPIRE IN 2026

  6. PRESENT TERMS EXPIRING IN 2025 AND PROPOSED TERMS TO EXPIRE IN 2026

    | Age: 61 Other Public Co. Board Service: •Sotera Health Company | 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, 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. In addition to his public company board service, Mr. Simon also 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 30 years of experience in helping businesses transform and grow. | | Independent Age: 70 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: 63 Other Public Co. Board Service: •Broadcom Inc. | DIANE M. BRYANT Former Chairman and Chief Executive Officer, NovaSignal Corp. | | | Ms. Bryant joined our Board in August 2023 and is a member of both the Compensation Committee and the Technology Committee. Ms. Bryant previously served as Chairman and Chief Executive Officer of NovaSignal Corp., a medical technology and data company specializing in the assessment and management of brain health, from June 2020 until its acquisition in July 2023. She previously served as Chief Operating Officer of Google Cloud (cloud computing services) from December 2017 to July 2018 and, prior to Google Cloud, spent 32 years at Intel Corporation where she held numerous leadership positions of increasing responsibility, including Group President of the Data Center Group. Ms. Bryant was named one of Fortune’s 50 Most Powerful Women in Business in 2015 and 2016. In addition to her public company board service, Ms. Bryant serves as a director of Celestial AI (a venture-capital backed private company) and as Chair of the Chancellor’s Board of Advisors at the University of California, Davis. She also previously served as a director of United Technologies Corporation from January 2017 until its acquisition by Raytheon Company in April 2020. Skills and Qualifications: As a seasoned business leader with prominent global technology organizations, Ms. Bryant brings significant expertise and strategic insight to our Board in the areas of technology and innovation, cybersecurity, software/cloud computing, business development and enterprise risk management. |

  7. PRESENT TERMS EXPIRING IN 2025 AND PROPOSED TERMS TO EXPIRE IN 2026

    | Independent Age: 63 | 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. | | Independent Age: 70 Other Public Co. Board Service: •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. Mr. Dockendorff previously served as a director of Boston Scientific 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: 71 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 as a Board of Trustee of the University of South Carolina Business Partnership Foundation. He was named one of the "Most Influential Black Corporate Directors" by Savoy in 2024 and has been listed as a "Director to Watch" in 2018 and 2020 by Directors & Boards. Mr. Johnson is a certified public accountant and holds the National Association of Corporate Directors' ("NACD") Directorship Certification. 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 2025 AND PROPOSED TERMS TO EXPIRE IN 2026

    | Independent Age: 72 | MARK W. KROLL, Ph.D. Retired Senior Executive Officer, 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 Engineering in Medicine and Biology Society’s Career Achievement Award in Biomedical Engineering, among the highest international awards in biomedical engineering. Dr. Kroll also previously served as a director of Axon Enterprise, Inc. 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 2025 AND PROPOSED TERMS TO EXPIRE IN 2026

    | Independent Age: 70 Other Public Co. Board Service: •Embecta Corp. | CLAIRE POMEROY, M.D. President, Albert and Mary Lasker Foundation | | | Dr. Pomeroy joined our Board in April 2019 and is a member of the Compensation Committee and Chair of 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, the Geisinger Commonwealth School of Medicine, Research!America 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: 73 Other Public Co. Board Service: •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 and Chair of the Governance and Compliance 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 (now known as Mass General Brigham), 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 Azenta, Inc., 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. 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. 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 $200,000. 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 MARCH 29, 2025

    DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025 The following table sets forth the compensation paid to our non-employee directors for service on our Board during fiscal 2025. Compensation for Christopher A. Simon, our President and Chief Executive Officer, is set forth in the Summary Compensation Table beginning on page 40. Mr. Simon does not receive any additional compensation for his service as a director.

  12. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Robert E. Abernathy | $95,000 | $199,954 | $294,954 | | Diane M. Bryant | $80,000 | $199,954 | $279,954 | | Michael J. Coyle | $83,000 | $199,954 | $282,954 | | Charles J. Dockendorff | $103,000 | $199,954 | $302,954 | | Lloyd E. Johnson | $83,000 | $199,954 | $282,954 | | Mark W. Kroll | $80,000 | $199,954 | $279,954 | | Claire Pomeroy | $90,000 | $199,954 | $289,954 | | Ellen M. Zane | $250,000 | $199,954 | $449,954 |

  13. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    (1)Represents the aggregate grant date fair value for annual equity awards of 2,207 restricted stock units, or RSUs, awarded to each such person on July 25, 2024, 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 16 "Capital Stock" to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025. See Director Outstanding Equity Award Table for Fiscal Year Ended March 29, 2025 below for a description of the number of unvested RSUs and unexercised options held by each director as of the end of fiscal 2025.

  14. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025 The following table sets forth the aggregate number of Stock Awards (representing unvested RSUs) held at March 29, 2025 by each non-employee director that served on our Board during fiscal 2025.

  15. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    | Name | Unvested Stock Awards (RSUs) (#) | | Robert E. Abernathy | 2,207 | | Diane M. Bryant | 2,207 | | Michael J. Coyle | 2,207 | | Charles J. Dockendorff | 2,207 | | Lloyd E. Johnson | 2,207 | | Mark W. Kroll | 2,207 | | Claire Pomeroy | 2,207 | | Ellen M. Zane | 2,207 |

  16. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    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 2024 Annual Meeting of Shareholders, approximately 97% of shares voting supported our 2024 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 seven 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 2025, our Board Chair (who also chairs our Governance and Compliance Committee) and Compensation Committee Chair offered meetings to shareholders representing approximately 53% of shares outstanding and met with shareholders representing over 21% of shares outstanding to discuss, among other topics, Haemonetics' corporate strategy and performance, board composition 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 40 for additional details about our executive compensation programs, including information about the fiscal 2025 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 MARCH 29, 2025

    | ☑ | 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 MARCH 29, 2025

    | Executive Officers |

  19. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    Executive officers are chosen by and serve at the discretion of the Board. Set forth below are the names and ages of our current 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 MARCH 29, 2025

    | | Michelle L. Basil, age 53, 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. | | | Frank W. Chan, age 55, joined the Company in April 2025 as Executive Vice President, Chief Operating Officer. In this role, Mr. Chan oversees the Company’s research and development, regulatory and global manufacturing and supply chain functions. Mr. Chan joined the Company from Medtronic plc, where from 2015 to April 2025 he held commercial, operational and technical leadership positions across multiple businesses, most recently serving as President of the Acute Care & Monitoring business. In this role, he led a global portfolio of airway management, patient monitoring and connected care solutions, driving growth and product innovation. Prior to joining Medtronic, Mr. Chan held various leadership positions at Covidien plc from 2011 to 2015, where he played key roles across functions, including research and development and medical affairs. Earlier in his career, Mr. Chan also held research and development and program management roles of increasing responsibility with Medtronic and DePuy Orthopaedics, Inc. Mr. Chan earned a Bachelor of Engineering in medical engineering from Concordia University and both a Master of Engineering and Doctor of Philosophy in biomedical engineering from McGill University. | | | James C. D'Arecca, age 54, 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 currently serves on the Board of Directors of Prestige Consumer Healthcare, Inc., a consumer products healthcare company. 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 56, joined Haemonetics in October 2022 as President, Global Plasma and Blood Center and since March 2025 has served as Executive Vice President, Chief Commercial Officer. In this expanded role, Mr. Galvin has responsibility for the Company’s Global Hospital business as well as its Global Plasma and Blood Center businesses, directing all commercialization initiatives to expand the reach and breadth of the Company’s full product portfolio. 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, 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. |

  21. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    | | Laurie A. Miller, age 52, has served as Senior Vice President, Chief Human Resources Officer of Haemonetics since 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. |

  22. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    | Compensation Discussion and Analysis |

  23. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    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"), our Executive Vice President, Chief Financial Officer and our three other most highly compensated executive officers for fiscal 2025 based on fiscal 2025 compensation.

  24. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    | Named Executive Officer | Title | | Christopher A. Simon | President and Chief Executive Officer | | James C. D'Arecca | Executive Vice President, Chief Financial Officer | | Michelle L. Basil | Executive Vice President, General Counsel | | Roy Galvin(1) | Executive Vice President, Chief Commercial Officer | | Stewart W. Strong(2) | Former President, Global Hospital |

  25. DIRECTOR OUTSTANDING EQUITY AWARD TABLE FOR FISCAL YEAR ENDED MARCH 29, 2025

    (1)Mr. Galvin was promoted to the role of Executive Vice President, Chief Commercial Officer in March 2025. He previously served as the Company’s President, Global Plasma and Blood Center from October 2022 to March 2025. (2)Mr. Strong served as the Company’s President, Global Hospital until April 1, 2025 and thereafter served as an advisor to the Chief Executive Officer through May 2025.

  26. Fiscal 2025 Compensation Program Design

    Fiscal 2025 Compensation Program Design In establishing our fiscal 2025 executive compensation program, the Compensation Committee continued to focus on pay for performance and competitive pay, with an emphasis on total direct compensation. The Committee made the following executive pay decisions for our Named Executive Officers in fiscal 2025, consistent with its compensation philosophy and in consultation with Pearl Meyer & Partners, LLC ("Pearl Meyer"), the Committee’s independent compensation consultant: •Approved between 4% - 7% annual salary merit increases for certain Named Executive Officers based on considerations of individual performance and market position. •Structured annual performance bonus opportunities under our fiscal 2025 short-term incentive compensation plan as follows: ◦Capped bonus pool funding at 200% to reward overachievement against ambitious financial targets, while maintaining wider performance ranges between threshold, target and maximum performance for each metric in recognition of continued macroeconomic uncertainties that could materially impact financial results; ◦Set applicable revenue and profitability targets at 60% and 40% relative weighting, respectively, for both our corporate and business unit leaders to align with the Company’s strategic focuses on transformational revenue growth and shareholder value creation; and ◦Determined to exclude from applicable adjusted revenue and business unit revenue results the portion, if any, of fiscal 2025 revenue from North America disposables sales to CSL under its U.S. supply agreement expiring in December 2025 that exceed the amount of fiscal 2025 revenue from North America disposable sales to CSL contemplated in the applicable revenue performance targets set by the Committee based on the Company’s fiscal 2025 annual operating plan (see "2025 Bonus Plan Performance Targets and Funding" beginning on page 31 for more information). •Increased annual long-term incentive award grant values for Named Executive Officers based on considerations of individual performance and market position, with annual award grant values allocated (i) for our CEO, 60% to PSUs, 20% to RSUs and 20% to stock options and (ii) for our other Named Executive Officers, 50% to PSUs, 25% to RSUs and 25% to stock options. •Retained rTSR as the sole performance measure for PSUs to drive continued emphasis on shareholder return.

  27. 2025 Compensation Highlights

    2025 Compensation Highlights Our positive financial results for fiscal 2025 despite a challenging and uncertain macroeconomic environment directly affected our Named Executive Officers’ compensation, which was directly aligned with business results, shareholder return and our pay-for-performance philosophy. Most notably: •The Company's performance against corporate and business unit targets set by the Committee under our fiscal 2025 short-term incentive plan resulted in the following annual bonus pool funding levels for our Named Executive Officers: ◦82.3% of target funding for corporate executives (excluding Messrs. Galvin and Strong), based on 76.8% adjusted revenue and 90.5% adjusted EPS achievement against fiscal 2025 targets, with such metrics weighted 60% and 40%, respectively; ◦91.7% of target funding for Mr. Galvin, based on 91.7% Plasma and Blood Center business unit revenue and 91.8% Company adjusted operating income achievement against fiscal 2025 targets, with such metrics weighted 60% and 40%, respectively; and ◦36.7% of target funding for Mr. Strong, based on below-threshold achievement for Hospital business unit revenue and 91.8% Company adjusted operating income achievement against fiscal 2025 targets, with such metrics weighted 60% and 40%, respectively. •PSU awards previously granted to our Named Executive Officers with performance periods ending in fiscal 2025, all of which were based on the Company’s rTSR over a three-year performance period, achieved between 176% to 200% of target. For further discussion, see "Annual Short-Term Incentive Compensation" beginning on page 29 and "Long-Term Incentive Award Payouts" on page 35.

  28. 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 | |

  29. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT The Compensation Committee retained Pearl Meyer as its fiscal 2025 independent compensation consultant to, among other things, assist it in structuring the Company’s fiscal 2025 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 2025. During fiscal 2025, 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 2025, 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.

  30. 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.

  31. PEER GROUP FOR SETTING FISCAL 2025 COMPENSATION

    PEER GROUP FOR SETTING FISCAL 2025 COMPENSATION In consultation with Pearl Meyer, the Committee reviewed and updated the Company’s peer group in February 2024 for purposes of setting fiscal 2025 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 and/or overlap with proxy advisory firm-identified peers of the Company, reverse peers and peers of peers. Applying this filtration methodology, the Committee determined to retain the same peer group for fiscal 2025 other than removing NuVasive, Inc. due to its acquisition by Globus Medical, Inc. and adding CONMED Corporation, a reverse peer and reasonably comparable company in terms of revenue and market capitalization. The following table sets forth the peer group approved by the Committee for purposes of setting fiscal 2025 compensation, along with the Company’s relative position in the peer group in each of the categories.

  32. PEER GROUP FOR SETTING FISCAL 2025 COMPENSATION

    | Fiscal 2025 Peer Group Composition | | | | | | Avanos Medical, Inc. | Bruker Corporation | Insulet Corporation | Merit Medical Systems, Inc. | | | Azenta, Inc. | CONMED Corporation(1) | Integra LifeSciences | QuidelOrtho Corporation | | | Bio-Rad Laboratories, Inc. | Globus Medical, Inc. | LivaNova PLC | Revvity, Inc. | | | Bio-Techne Corp. | ICU Medical, Inc. | Masimo Corporation | Veradigm Inc. | | | Peer Group Data(2) | | | | | | | Revenue | Market Capitalization | Market Capitalization to Revenue Ratio | Employee Count | | Company | (dollars in millions) | | | | | 50th Percentile | $1,536 | $4,656 | 3.2 | 4,072 | | Haemonetics Corporation | $1,239 | $4,339 | 3.5 | 3,034 | | Approximate Percentile Rank | 40th | 45th | 55th | <25th | | (1)Represents an addition to the Company’s peer group for purposes of setting fiscal 2025 compensation. (2)Revenue and market capitalization to revenue ratio are based on the trailing 12 months publicly available as of December 31, 2023 and market capitalization is as of December 31, 2023. | | | | |

  33. PEER GROUP FOR SETTING FISCAL 2026 COMPENSATION

    PEER GROUP FOR SETTING FISCAL 2026 COMPENSATION In consultation with Pearl Meyer, the Committee reviewed and updated the Company’s peer group in January 2025 for purposes of setting fiscal 2026 compensation. Applying a similar filtration methodology as described above, the Committee determined to retain the same peer group for fiscal 2026, other than adding Teleflex Incorporated, a common peer of peers, and removing Veradigm Inc. due to its stock exchange delisting. The following table sets forth the peer group approved by the Committee for purposes of setting fiscal 2026 compensation, along with the Company’s relative position in the peer group in each of the categories.

  34. PEER GROUP FOR SETTING FISCAL 2026 COMPENSATION

    | Fiscal 2026 Peer Group Composition | | | | | | Avanos Medical, Inc. | Bruker Corporation | Insulet Corporation | Merit Medical Systems, Inc. | | | Azenta, Inc. | CONMED Corporation | Integra LifeSciences | QuidelOrtho Corporation | | | Bio-Rad Laboratories, Inc. | Globus Medical, Inc. | LivaNova PLC | Revvity, Inc. | | | Bio-Techne Corp. | ICU Medical, Inc. | Masimo Corporation | Teleflex incorporated(1) | | | Peer Group Data(2) | | | | | | | Revenue | Market Capitalization | Market Capitalization to Revenue Ratio | Employee Count | | Company | (dollars in millions) | | | | | 50th Percentile | $2,013 | $7,420 | 3.5 | 4,500 | | Haemonetics Corporation | $1,361 | $4,393 | 3.0 | 3,657 | | Approximate Percentile Rank | 35th | 40th | 40th | 25th | | (1)Represents an addition to the Company’s peer group for purposes of setting fiscal 2026 compensation. (2)Revenue, market capitalization and market capitalization to revenue ratio are based on the trailing 12 months publicly available as of December 1, 2024. | | | | |

  35. Annual Short-Term Incentive Compensation

    Annual Short-Term Incentive Compensation

  36. HOW THE 2025 BONUS PLAN WORKS

    HOW THE 2025 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 plan for fiscal 2025 (the “2025 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 2025 Bonus Plan as follows:

  37. Fiscal 2025 Performance Goals and Metrics

    Fiscal 2025 Performance Goals and Metrics •Executive (non-Business Unit) Metrics. For each of our Named Executive Officers, other than Messrs. Galvin and Strong, the Committee tied the 2025 Bonus Plan to achievement of the following two performance goals, with adjusted revenue weighted 60% and adjusted EPS weighted 40% to align with the Company’s strategic focus on transformational revenue growth while also driving profitability:

  38. Fiscal 2025 Performance Goals and Metrics

    | Fiscal 2025 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. Additionally, the calculation of adjusted revenue results excludes the portion, if any, of fiscal 2025 revenue from North America disposables sales to CSL under its U.S. disposable supply agreement expiring in December 2025 that exceeds the amount of fiscal 2025 revenue from North America disposable sales to CSL contemplated in the adjusted revenue performance target set by the Committee based on the Company’s annual operating plan. 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 objective 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. |

  39. Fiscal 2025 Performance Goals and Metrics

    •Business Unit Metrics. For each of Messrs. Galvin and Strong, the Committee tied the 2025 Bonus Plan to achievement of the following two performance goals, with business unit revenue weighted 60% and adjusted operating income weighted 40% in recognition of their unique roles in leading revenue growth for their respective business units in fiscal 2025, while also aligning with the Company’s strategic focus on profitability consistent with other executives:

  40. Fiscal 2025 Performance Goals and Metrics

    | Fiscal 2025 Metrics | Weighting | Description | | Business Unit Revenue(1) | 60% | Business unit revenue is calculated as revenue determined in accordance with GAAP that is attributable to a specific business unit of the Company based on product-focused and customer-centric alignment, adjusted to remove the impacts of currency. Additionally, the calculation of business unit revenue results exclude the portion, if any, of fiscal 2025 revenue from North America disposables sales to CSL under its U.S. disposable supply agreement expiring in December 2025 that exceeds the amount of fiscal 2025 revenue from North America disposable sales to CSL contemplated in the applicable business unit performance target set by the Committee based on the Company’s annual operating plan. 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 this performance metric for Mr. Galvin, with respect to the Global Plasma and Blood Center business unit revenue, and Mr. Strong, with respect to the Global Hospital business unit revenue, because each of Messrs. Galvin and Strong had direct responsibility for the revenue growth for such applicable business unit(s), which is a key component of our annual operating plan and is consistent with our strategic objective to drive transformational revenue growth. | | Adjusted Operating Income | 40% | Adjusted operating income is calculated as consolidated operating income determined in accordance with GAAP and adjusted to remove the impacts of currency and certain other 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 operating income as a performance metric because it is a key driver of shareholder return that Messrs. Galvin and Strong can meaningfully impact through effective leadership and management of business unit costs and opportunities. |

  41. Fiscal 2025 Performance Goals and Metrics

    (1)Business unit revenue includes (i) for Mr. Galvin, combined Global Plasma and Global Blood Center business unit revenue and (ii) for Mr. Strong, Global Hospital business unit revenue. The Compensation Committee set fiscal 2025 growth targets for the 2025 Bonus Plan that, other than with respect to Global Plasma and Blood Center, exceeded fiscal 2024 performance levels and reflected, among other considerations, lower projected revenue contributions from North America disposable sales to CSL under its current U.S. supply agreement ending in December 2025, consistent with such amounts contemplated under the Company’s fiscal 2025 annual operating plan (see "2025 Bonus Plan Performance Targets and Funding" beginning on page 31 for more information). The Committee determined to maintain wider performance ranges between threshold, target and maximum performance in recognition of continued macroeconomic uncertainties. The Committee believed these financial performance goals were achievable, but appropriately challenging, based on a challenging and uncertain macroeconomic environment and internal budgeting and forecasting.

  42. Fiscal 2025 Bonus Plan Target Payout Levels

    Fiscal 2025 Bonus Plan Target Payout Levels 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 2025 Bonus Plan targets for Named Executive Officers, which are expressed as a percentage of base salary, at the levels set forth below:

  43. Fiscal 2025 Bonus Plan Target Payout Levels

    | Named Executive Officer | Fiscal 2024 Target | Fiscal 2025 Target | | Christopher A. Simon | 125% | 125% | | James C. D'Arecca | 75% | 80% | | Michelle L. Basil | 75% | 80% | | Roy Galvin | 70% | 75% | | Stewart W. Strong | 70% | 75% |

  44. Fiscal 2025 Bonus Plan Target Payout Levels

    Bonuses paid to our Named Executive Officers under the 2025 Bonus Plan are based primarily upon the Company’s achievement of specified targets set by the Committee for the performance metrics described above under "Fiscal 2025 Performance Goals and Metrics" 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 2025 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 2025. After the close of fiscal 2025, 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 2025 Bonus Plan pool. The Committee then reviewed the Company’s financial performance against each goal and established the 2025 Bonus Plan pool. After establishing the 2025 Bonus Plan pool funding level, the Committee reviewed the individual performance for all Named Executive Officers and approved final awards.

  45. 2025 BONUS PLAN PERFORMANCE TARGETS AND FUNDING

    2025 BONUS PLAN PERFORMANCE TARGETS AND FUNDING The following table outlines the threshold, target and maximum financial performance goals for the 2025 Bonus Plan, as well as the results achieved. When setting fiscal 2025 Bonus Plan targets, the Committee determined to exclude from the applicable adjusted revenue and Global Plasma and Blood Center business unit revenue results the portion, if any, of fiscal 2025 revenue from North America disposables sales to CSL under its current U.S. supply agreement that exceed the amount of fiscal 2025 revenue from North America disposable sales to CSL contemplated in the applicable revenue performance targets set by the Committee based on the Company’s fiscal 2025 annual operating plan. The Committee believed this design supported its pay-for-performance philosophy by recognizing executives for achievement against revenue targets tied to the Company’s fiscal 2025 annual operating plan while avoiding rewarding executives for overachievement based on above-budgeted North America disposables sales to CSL under its current U.S. supply agreement that expires in December 2025.

  46. Executive (Non Business-Unit) Bonus Metrics

    Executive (Non Business-Unit) Bonus Metrics

  47. Executive (Non Business-Unit) Bonus Metrics

    | | Metric Weighting | Performance Targets | | | Achievement | | | Fiscal 2025 Targets(1) | | Threshold | Target | Maximum | Full Year Results | Target Award (%) | | Adjusted Revenue(2) | 60% | $1,326.4 | $1,396.2 | $1,466.0 | $1,363.8 | 76.8% | | Adjusted EPS(3) | 40% | $4.14 | $4.60 | $5.06 | $4.52 | 90.5% | | Payout Percentage | | 50% | 100% | 200% | | 82.3% |

  48. Roy Galvin

    | | Metric Weighting | Performance Targets | | | Achievement | | | Fiscal 2025 Targets(1) | | Threshold | Target | Maximum | Full Year Results | Target Award (%) | | Global Plasma and Blood Center Business Unit Revenue(4) | 60% | $764.5 | $804.7 | $845.3 | $798.0 | 91.7% | | Adjusted Operating Income(5) | 40% | $298.8 | $332.0 | $365.2 | $326.6 | 91.8% | | Payout Percentage | | 50% | 100% | 200% | | 91.7% |

  49. Stewart W. Strong

    | | Metric Weighting | Performance Targets | | | Achievement | | | Fiscal 2025 Targets(1) | | Threshold | Target | Maximum | Full Year Results | Target Award (%) | | Global Hospital Business Unit Revenue(6) | 60% | $571.4 | $601.5 | $631.5 | $565.8 | 0.0% | | Adjusted Operating Income(5) | 40% | $298.8 | $332.0 | $365.2 | $326.6 | 91.8% | | Payout Percentage | | 50% | 100% | 200% | | 36.7% |

  50. 2025 BONUS PLAN AWARDS AND RESULTS

    2025 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 2025 Bonus Plan pool at (a) 82.3% of target funding for Named Executive Officers, other than Messrs. Galvin and Strong, (b) 91.7% for Mr. Galvin and (c) 36.7% for Mr. Strong. 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 2025, 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 2025 Bonus Plan (as described above) based on each Named Executive Officer’s performance during fiscal 2025. Based on this alignment of performance, total fiscal 2025 short-term incentive payments for our Named Executive Officers are shown below:

  51. 2025 BONUS PLAN AWARDS AND RESULTS

    | Executive | Fiscal 2025 Bonus Target (% Salary) | Fiscal 2025 Bonus Target ($)(1) | Fiscal 2025 Bonus Actual (% Bonus Target) | Fiscal 2025 Bonus Actual ($)(1) | | Christopher A. Simon | 125% | $1,375,000 | 82.3% | $1,131,625 | | James C. D'Arecca | 80% | $464,000 | 82.3% | $381,872 | | Michelle L. Basil | 80% | $432,858 | 82.3% | $356,242 | | Roy Galvin(2) | 75% | $412,500 | 91.7% | $378,263 | | Stewart W. Strong | 75% | $360,000 | 36.7% | $132,120 |

  52. 2025 BONUS PLAN AWARDS AND RESULTS

    (1)Rounded to nearest whole dollar. (2)Based on Mr. Galvin's annual salary of $550,000 as of the end of fiscal 2025 following his promotion to Executive Vice President, Chief Commercial Officer.

  53. 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 incentive awards as a significant element of total compensation at the executive level and a critical component of the Company’s executive compensation program.

  54. FISCAL 2025 LONG-TERM INCENTIVE AWARD TYPES

    FISCAL 2025 LONG-TERM INCENTIVE AWARD TYPES In fiscal 2025, the total award values of annual long-term incentive awards granted to our CEO and to our other Named Executive Officers were allocated generally among the following, with the CEO's relative weighting of PSUs increasing to 60% (from 50% in fiscal 2024) to further enhance performance orientation and alignment with shareholders:

  55. FISCAL 2025 LONG-TERM INCENTIVE AWARD TYPES

    | Award Type(s) | Vesting Period | Allocation Among Named Executive Officers | | | 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). | | | | Stock Options | Four-year ratable vesting period. | | | | RSUs | Three-year ratable vesting period. | | |

  56. FISCAL 2025 LONG-TERM INCENTIVE AWARD TYPES

    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 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.

  57. FISCAL 2025 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 2025 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 2025 PSU awards. Achievement under fiscal 2025 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 17, 2024 to May 16, 2027 (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 2024 PSU awards, if the Company experiences negative total shareholder return during the performance period, the fiscal 2025 PSU award payout cannot exceed 100% of the target performance level. | | |

  58. INDIVIDUAL FISCAL 2025 LONG-TERM INCENTIVE AWARDS

    INDIVIDUAL FISCAL 2025 LONG-TERM INCENTIVE AWARDS When setting annual long-term incentive compensation for Named Executive Officers in early fiscal 2025, the Committee employed the process described in the “Evaluating Executive Performance” section of this CD&A (beginning on page 28) and determined appropriate increases to annual long-term incentive grant values for our Named Executive Officers based on individual performance and contributions, market considerations and, with respect to our CEO, competitive positioning versus peers based on performance. After the Committee established a grant value for each Named Executive Officer’s fiscal 2025 annual long-term incentive award, that value was allocated between PSUs, stock options and RSUs as described above under "Fiscal 2025 Long-Term Incentive Award Types", 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. The table below lists the grant value of fiscal 2025 annual long-term incentive awards granted by the Committee:

  59. INDIVIDUAL FISCAL 2025 LONG-TERM INCENTIVE AWARDS

    | Named Executive Officer | Fiscal 2024 Annual Long-Term Incentive Grant Value Awarded | Fiscal 2025 Annual Long-Term Incentive Grant Value Awarded(1) | | Christopher A. Simon | $6,500,000 | $7,000,000 | | James C. D'Arecca | $1,500,000 | $1,700,000 | | Michelle L. Basil | $1,500,000 | $1,600,000 | | Roy Galvin | $800,000 | $1,100,000 | | Stewart W. Strong | $1,000,000 | $1,100,000 |

  60. INDIVIDUAL FISCAL 2025 LONG-TERM INCENTIVE AWARDS

    (1)The award values in this table reflect the grant values awarded by the Committee while the Summary Compensation Table (see page 40) and the Grants of Plan-Based Awards During Fiscal 2025 table (see page 41) reflect the award values for accounting purposes.

  61. LONG-TERM INCENTIVE AWARD PAYOUTS

    LONG-TERM INCENTIVE AWARD PAYOUTS During fiscal 2025, the Committee determined final shares earned under the following PSU award grants made to the Company’s Named Executive Officers in fiscal 2022, other than Messrs. D'Arecca and Galvin who joined the Company in fiscal 2023, with three-year performance periods ending in fiscal 2025:

  62. LONG-TERM INCENTIVE AWARD PAYOUTS

    | | | | | Performance Targets | | | Achievement | | | Performance Period | NEO Recipients | Metrics(1) | Metric Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Results | Results as % of Target | | May 18, 2021 to May 17, 2024 | Basil, Simon & Strong | rTSR | 100% | 30th Percentile | 51st Percentile | 80th Percentile | 80th Percentile | 200% | | July 13, 2021 to July 12, 2024 | Strong | rTSR | 100% | 30th Percentile | 51st Percentile | 80th Percentile | 73rd Percentile | 176% |

  63. 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.

  64. 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.

  65. 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.

  66. 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. 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 2025, is shown in the table on page 45 under the heading “Potential Payments upon Termination or Change in Control.”

  67. 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.

  68. Clawback Policies

    Clawback Policies To further align the executive compensation program with the interests of shareholders and our culture of ethical behavior, our Principles of Corporate Governance include a clawback provision that provides for recovery of short-term incentive compensation and long-term equity awards (both time-based and incentive-based) of an executive officer in the event that (a) the Company is required to make an accounting restatement due to material non-compliance with any financial reporting requirement under the securities laws, as a result of misconduct; or (b) such executive officer violates the Company’s Code of Conduct in a manner that causes material harm to the Company. In such an event, the Company may – as determined to be appropriate by the Board and in all cases as required by law – seek reimbursement of all or a portion of such executive officer’s short-term and long-term compensation granted or earned. Additionally, the Company maintains a separate compensation recovery policy that is intended to comply with the requirements of Section 10D of the Exchange Act and corresponding SEC and NYSE rules (the “Dodd-Frank Clawback Policy”). The clawback provisions under our Governance Principles and Dodd-Frank Clawback Policy are incorporated by reference into our 2025 Bonus Plan and long-term equity award agreements, and do not preclude recovery under the other’s provisions or as otherwise required by law, provided that no executive officer will be subject to duplicative recovery under the Governance Principles and Dodd-Frank Clawback Policy.

  69. Stock-Based Compensation Expense

    Stock-Based Compensation Expense The Company recognizes stock-based compensation expense under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. In determining the appropriate fiscal 2025 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.

  70. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  71. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | | All Other Compensation ($) | | Total | | Christopher A. Simon President and Chief Executive Officer | 2025 | $1,100,000 | $— | $7,026,668 | $1,399,974 | $ | 1,131,625 | $ | 64,221(5) | $10,722,488 | | | 2024 | $1,088,469 | $— | $6,320,923 | $1,624,959 | $ | 2,447,500 | $ | 63,262 | $11,545,113 | | | 2023 | $1,012,885 | $— | $5,924,933 | $1,499,980 | $ | 2,200,000 | $ | 48,597 | $10,686,395 | | James C. D'Arecca Executive Vice President, Chief Financial Officer | 2025 | $575,582 | $— | $1,563,677 | $424,958 | $ | 381,872 | $ | 29,580(6) | $2,975,669 | | | 2024 | $548,213 | $— | $1,458,507 | $374,975 | $ | 735,919 | $ | 28,445 | $3,146,059 | | | 2023 | $525,000 | $400,000 | $1,386,179 | $574,980 | $ | 770,192 | $ | 108,299 | $3,764,650 | | Michelle L. Basil Executive Vice President, General Counsel | 2025 | $537,870 | $— | $1,471,617 | $399,999 | $ | 356,242 | $ | 28,715(7) | $2,794,443 | | | 2024 | $517,194 | $— | $1,458,507 | $374,975 | $ | 694,550 | $ | 26,177 | $3,071,403 | | | 2023 | $498,576 | $— | $1,382,412 | $349,998 | $ | 740,411 | $ | 19,005 | $2,990,402 | | Roy Galvin Executive Vice President, Chief Commercial Officer | 2025 | $490,154 | $— | $1,011,733 | $274,986 | $ | 378,263 | $ | 41,204(8) | $2,196,340 | | Stewart W. Strong Former President, Global Hospital | 2025 | $476,702 | $— | $1,011,733 | $274,986 | $ | 132,120 | $ | 39,162(9) | $1,934,703 |

  72. SUMMARY COMPENSATION TABLE

    (1)Salaries for fiscal 2025 listed above differ slightly from the fiscal 2025 base salaries discussed in the CD&A because of the timing of fiscal 2025 salary increases, which were approved by the Compensation Committee for each Named Executive Officer and took effect during May 2024. (2)Represents one-time cash bonuses in connection with new hire sign-on and entry into customary non-competition, non-solicitation and assignment of inventions agreement, payable following completion of the Named Executive Officer's first 60 days of employment. (3)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 (as amended and restated, 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 2025, the value of Mr. Simon’s fiscal 2025 PSU awards would be $11,253,425 instead of $5,626,712 Mr. D'Arecca would be $2,277,464 instead of $1,138,732, Ms. Basil’s would be $2,143,314 instead of $1,071,657, Mr. Galvin would be $1,473,593 instead of $736,796 and Mr. Strong would be $1,473,593 instead of $736,796. 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 16 "Capital Stock" to the Company's consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025. All RSU, PSU and stock option awards granted to Named Executive Officers in fiscal 2025 were made pursuant to the 2019 Plan. (4)Represents cash payments under our annual short-term incentive compensation plans for fiscal years 2023, 2024 and 2025, as applicable. (5)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $22,963, (ii) the Company paid portion of supplemental long-term disability insurance premiums in the amount of $22,273 and (iii) the Company paid portion of spousal travel to the Corporation's annual sales award meeting in the amount of $11,514 and the payment of taxes on such expense. (6)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $20,600, (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. (7)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $21,962, (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. (8)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $20,368, (ii) the Company paid portion of supplemental long-term disability insurance premiums, and (iii) the Company paid portion of spousal travel to the Corporation's annual sales award meeting in the amount of $11,514 and the payment of taxes on such expense. (9)Represents (i) the Company's matching contributions under our 401(k) savings plan in the amount of $20,420, (ii) the Company paid portion of supplemental long-term disability insurance premiums, and (iii) the Company paid portion of spousal travel to the Corporation's annual sales award meeting and the payment of taxes on such expense.

  73. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025 The following table summarizes all plan-based award grants to each of our Named Executive Officers during fiscal 2025.

  74. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards(4) ($/Sh) | Grant Date Fair Value of Stock Awards and Option Awards(5) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Christopher A. Simon | | $687,500 | $1,375,000 | $2,750,000 | | | | | | | | | | 5/17/2024 | | | | 21,937 | 43,873 | 87,746 | 14,624 | 32,140 | $95.73 | $8,426,642 | | James C. D'Arecca | | $232,000 | $464,000 | $928,000 | | | | | | | | | | 5/17/2024 | | | | 4,440 | 8,879 | 17,758 | 4,439 | 9,756 | $95.73 | $1,988,635 | | Michelle L. Basil | | $216,429 | $432,858 | $865,716 | | | | | | | | | | 5/17/2024 | | | | 4,178 | 8,356 | 16,712 | 4,178 | 9,183 | $95.73 | $1,871,616 | | Roy Galvin | | $206,250 | $412,500 | $825,000 | | | | | | | | | | 5/17/2024 | | | | 2,873 | 5,745 | 11,490 | 2,872 | 6,313 | $95.73 | $1,286,719 | | Stewart W. Strong | | $180,000 | $360,000 | $720,000 | | | | | | | | | | 5/17/2024 | | | | 2,873 | 5,745 | 11,490 | 2,872 | 6,313 | $95.73 | $1,286,719 |

  75. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    (1)Represents the threshold, target and maximum annual cash incentive awards under our 2025 Bonus Plan. The threshold amount for each Named Executive Officer is 50% of target, as 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 within the target ranges for the performance measures listed in “2025 Bonus Plan Performance 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 "2025 Bonus Plan Awards and Results" in the CD&A beginning on page 33. (2)Represents the threshold, target and maximum award amounts for PSU awards issued to our Named Executive Officers during fiscal 2025. 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 2025 Annual Long-Term Incentive Awards" in the CD&A beginning on page 34. (3)Represents RSUs that vest in annual increments of one-third beginning on the first anniversary of the date of grant. (4)Represents option awards that vest in annual increments of 25% beginning on the first anniversary of the date of grant. The exercise price of options awards equals the closing price of the Company’s common stock on the grant date. (5)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 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 16 "Capital Stock" to the Company’s consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025.

  76. 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 2025. Market or payout values are based upon the closing price of $63.19, which was the closing price on the NYSE of our common stock on March 28, 2025 (the "Closing Price"), the last trading day of our common stock in fiscal 2025.

  77. 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 | 40,443 | —(4) | $93.52 | 6/11/2025 | | | | | | | 48,971 | —(5) | $98.03 | 5/14/2026 | | | | | | | 49,105 | —(6) | $103.37 | 5/18/2027 | | | | | | | 53,799 | 17,934(7) | $56.57 | 5/18/2028 | | | | | | | 30,445 | 30,446(8) | $57.60 | 5/16/2029 | | | | | | | 10,294 | 30,883(9) | $89.16 | 5/15/2030 | | | | | | | — | 32,140(10) | $95.73 | 5/17/2031 | | | | | | | | | | | 6,629(7)(11) | $418,887 | | | | | | | | | 13,021(8)(11) | $822,797 | | | | | | | | | 12,150(9)(12) | $767,759 | | | | | | | | | 14,624(10)(12) | $924,091 | | | | | | | | | | | 52,083(3)(8) | $3,291,125 | | | | | | | | | 36,451(3)(9) | $2,303,339 | | | | | | | | | 43,873(3)(10) | $2,772,335 | | James C. D'Arecca | 6,914 | 6,914(13) | $50.83 | 5/2/2029 | | | | | | | 5,581 | 5,582(8) | $57.60 | 5/16/2029 | | | | | | | 2,375 | 7,127(9) | $89.16 | 5/15/2030 | | | | | | | — | 9,756(10) | $95.73 | 5/17/2031 | | | | | | | | | | | 2,951(13)(11) | $186,474 | | | | | | | | | 2,387(8)(11) | $150,835 | | | | | | | | | 2,804(9)(12) | $177,185 | | | | | | | | | 4,439(10)(12) | $280,500 | | | | | | | | | | | 9,548(3)(8) | $603,338 | | | | | | | | | 8,411(3)(9) | $531,491 | | | | | | | | | 8,879(3)(10) | $561,064 | | Michelle L. Basil | 9,516 | —(4) | $93.52 | 6/11/2025 | | | | | | | 9,794 | —(5) | $98.03 | 5/14/2026 | | | | | | | 9,821 | —(6) | $103.37 | 5/18/2027 | | | | | | | 8,368 | 4,185(7) | $56.57 | 5/18/2028 | | | | | | | 7,104 | 7,104(8) | $57.60 | 5/16/2029 | | | | | | | 2,375 | 7,127(9) | $89.16 | 5/15/2030 | | | | | | | — | 9,183(10) | $95.73 | 5/17/2031 | | | | | | | | | | | 1,547(7)(11) | $97,755 | | | | | | | | | 3,038(8)(11) | $191,971 | | | | | | | | | 2,804(9)(12) | $177,185 | | | | | | | | | 4,178(10)(12) | $264,008 | | | | | | | | | | | 12,152(3)(8) | $767,885 | | | | | | | | | 8,411(3)(9) | $531,491 | | | | | | | | | 8,356(3)(10) | $528,016 | | Roy Galvin | 2,631 | 2,632(14) | $83.96 | 11/1/2029 | | | | | | | 1,267 | 3,801(9) | $89.16 | 5/15/2030 | | | | | | | — | 6,313(10) | $95.73 | 5/17/2031 | | | | | | | | | | | 1,191(11)(14) | $75,259 | | | | | | | | | 1,496(9)(12) | $94,532 | | | | | | | | | 2,872(10)(12) | $181,482 | | | | | | | | | | | 4,486(3)(9) | $283,470 | | | | | | | | | 5,745(3)(10) | $363,027 |

  78. 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) | | Stewart W. Strong | 4,358 | —(15) | $123.37 | 10/22/2026 | | | | | | | 4,501 | —(6) | $103.37 | 5/18/2027 | | | | | | | — | 2,242(7) | $56.57 | 5/18/2028 | | | | | | | — | 4,821(8) | $57.60 | 5/16/2029 | | | | | | | 1,583 | 4,752(9) | $89.16 | 5/15/2030 | | | | | | | — | 6,313(10) | $95.73 | 5/17/2031 | | | | | | | | | | | 829(7)(11) | $52,385 | | | | | | | | | 2,062(8)(11) | $130,298 | | | | | | | | | 1,869(9)(12) | $118,102 | | | | | | | | | 2,872(10)(12) | $181,482 | | | | | | | | | | | 8,246(3)(8) | $521,065 | | | | | | | | | 5,607(3)(9) | $354,306 | | | | | | | | | 5,745(3)(10) | $363,027 |

  79. 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. (3)Represents unvested PSUs, the market value for which was determined by multiplying the Closing Price by the number of PSUs assuming 100% achievement of target performance goals. 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 2022 is May 14, 2025, for grants made in May 2023 is May 14, 2026 and for grants made in May 2024 is May 16, 2027. 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 11, 2018. (5)Date of grant is May 14, 2019. (6)Date of grant is May 18, 2020. (7)Date of grant is May 18, 2021. (8)Date of grant is May 16, 2022. (9)Date of grant is May 15, 2023. (10)Date of grant is May 17, 2024. (11)Each RSU vests in annual increments of 25% beginning on the first anniversary of the date of grant. (12)Each RSU vests in annual increments of one-third beginning on the first anniversary of the date of grant. (13)Date of grant is May 2, 2022. (14)Date of grant is November 1, 2022. (15)Date of grant is October 22, 2019.

  80. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025

  81. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025

    | | 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 | 104,516 | $4,780,562 | 128,904 | $12,338,543 | | James C. D'Arecca | — | $— | 4,071 | $386,129 | | Michelle L. Basil | — | $— | 29,941 | $2,865,904 | | Roy Galvin | — | $— | 1,343 | $114,680 | | Stewart W. Strong | 4,651 | $179,182 | 23,492 | $2,212,024 |

  82. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025

    (1)Amounts reflect the difference between the exercise price of the option and the price of the Company’s common stock on the New York Stock Exchange at the time of exercise. (2)Amounts reflect the closing price of the Company’s common stock on the NYSE on the vesting date for awards under our 2019 Plan.

  83. 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 35.

  84. 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 or Qualifying Retirement(3) | $— | $— | $5,389,444 | $— | $5,389,444 | | Death of Executive(4) | $— | $— | $8,611,893 | $— | $8,611,893 | | Disability of Executive(5) | $— | $— | $8,611,893 | $— | $8,611,893 | | Involuntary Termination Without Cause or Constructive Termination by Executive (6) | $2,200,000 | $— | $— | $15,000 | $2,215,000 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(7) | $7,400,250 | $71,723 | $8,816,912 | $15,000 | $16,303,885 | | James C. D'Arecca | | | | | | | Termination By the Company for Cause | $— | $— | $— | $— | $— | | Voluntary Termination or Qualifying Retirement(3) | $— | $— | $— | $— | $— | | Death of Executive(4) | $— | $— | $1,983,158 | $— | $1,983,158 | | Disability of Executive(5) | $— | $— | $1,983,158 | $— | $1,983,158 | | Involuntary Termination Without Cause or Constructive Termination by Executive (6) | $580,000 | $23,104 | $— | $15,000 | $618,104 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(7) | $2,088,000 | $62,638 | $2,607,547 | $15,000 | $4,773,185 | | Michelle L. Basil | | | | | | | Termination By the Company for Cause | $— | $— | $— | $— | $— | | Voluntary Termination or Qualifying Retirement(3) | $— | $— | $— | $— | $— | | Death of Executive(4) | $— | $— | $2,017,777 | $— | $2,017,777 | | Disability of Executive(5) | $— | $— | $2,017,777 | $— | $2,017,777 | | Involuntary Termination Without Cause or Constructive Termination by Executive (6) | $541,072 | $14,010 | $— | $15,000 | $570,082 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(7) | $1,947,859 | $41,198 | $2,625,726 | $15,000 | $4,629,783 | | Roy Galvin | | | | | | | Termination By the Company for Cause | $— | $— | $— | $— | $— | | Voluntary Termination or Qualifying Retirement(3) | $— | $— | $— | $— | $— | | Death of Executive(4) | $— | $— | $633,205 | $— | $633,205 | | Disability of Executive(5) | $— | $— | $633,205 | $— | $633,205 | | Involuntary Termination Without Cause or Constructive Termination by Executive (6) | $550,000 | $14,010 | $— | $15,000 | $579,010 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(7) | $1,925,000 | $41,693 | $997,770 | $15,000 | $2,979,463 | | Stewart W. Strong | | | | | | | Termination By the Company for Cause | $— | $— | $— | $— | $— | | Voluntary Termination or Qualifying Retirement(3) | $— | $— | $— | $— | $— | | Death of Executive(4) | $— | $— | $1,348,937 | $— | $1,348,937 | | Disability of Executive(5) | $— | $— | $1,348,937 | $— | $1,348,937 | | Involuntary Termination Without Cause or Constructive Termination by Executive (6) | $480,000 | $20,177 | $— | $15,000 | $515,177 | | Involuntary Termination Without Cause or Termination by Executive for Good Reason following a Change in Control(7) | $1,680,000 | $49,566 | $1,762,455 | $15,000 | $3,507,021 |

  85. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Based upon the price of $63.19, which was the closing price on the NYSE of our common stock on March 28, 2025, the last trading day of our common stock in fiscal 2025. (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 and that have completed five consecutive years of service with the Company remain eligible to receive a pro-rata portion of 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. As of March 29, 2025, Mr. Simon was the only Named Executive Officer that was retirement eligible under this provision. None of our other NEOs were retirement eligible as of March 29, 2025 and accordingly would forfeit their PSUs upon termination. (4)Payments and benefits are calculated assuming the death of the Named Executive Officer on March 29, 2025. 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 March 29, 2025 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 option awards 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 March 29, 2025, 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. (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 March 29, 2025 and payable as a lump sum. (7)Payments and benefits are 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 March 29, 2025 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.

  86. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | CEO Pay Ratio |

  87. 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 2025, our median employee annual total compensation was $54,635. Our CEO’s annual total compensation was $10,722,488. Accordingly, the ratio of our CEO’s annual total compensation to the median employee’s annual total compensation for our fiscal 2025 was 196 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 March 29, 2025 (the date chosen for identifying our median employee), our employee population consisted of 3,023 employees worldwide. This date was chosen to facilitate ease of calculation as it aligns with the last day of our fiscal 2025. •We used a consistently applied compensation measure to identify our median employee by comparing the base salary and hourly wages actually paid in fiscal 2025 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 March 29, 2025 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. •After we identified our median employee, we combined the elements of such employee’s compensation for the Company’s fiscal year ended March 29, 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. •With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our fiscal 2025 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.

  88. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Pay Versus Performance |

  89. 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.

  90. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  91. 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 ($)(5) | | Net Income ($) in thousands)(6) | | Adjusted Revenue ($) in thousands)(7) | | | 2025 | $ | 10,722,488 | $ | 1,345,794 | $ | 2,475,289 | $ | 702,179 | $ | 62.60 | $ | 120.90 | $ | 167,679 | $ | 1,363,800 | | 2024 | $ | 11,545,113 | $ | 10,182,199 | $ | 2,797,222 | $ | 2,583,973 | $ | 84.55 | $ | 129.18 | $ | 117,558 | $ | 1,305,300 | | 2023 | $ | 10,686,395 | $ | 18,084,134 | $ | 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 |

  92. PAY VERSUS PERFORMANCE TABLE

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

  93. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | CEO/PEO | Non-PEO NEOs | | 2025 | Christopher A. Simon | James C. D'Arecca, Michelle L. Basil, Roy Galvin and Stewart W. Strong | | 2024 | Christopher A. Simon | James C. D'Arecca, Michelle L. Basil, Anila Lingamneni and Josep L. Llorens | | 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 |

  94. 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”:

  95. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation “Actually Paid” for CEO/PEO | Fiscal 2025 ($) | Fiscal 2024 ($) | Fiscal 2023 ($) | Fiscal 2022 ($) | Fiscal 2021 ($) | | Summary Compensation Table Total Compensation | $10,722,488 | $11,545,113 | $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 the grant date fair value of any equity awards granted during the year | $(8,426,642) | $(7,945,882) | $(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 | $3,701,118 | $6,313,249 | $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 | $(7,354,952) | $1,198,186 | $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 | $2,703,782 | $(928,467) | $(139,315) | $(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 | $(9,376,694) | $(1,362,914) | $7,397,739 | $(11,054,267) | $(2,013,468) | | Compensation Actually Paid | $1,345,794 | $10,182,199 | $18,084,134 | $(2,352,047) | $6,611,926 |

  96. 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”:

  97. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Average Compensation “Actually Paid” for Non-PEO NEOs | Fiscal 2025 Average ($) | Fiscal 2024 Average ($) | Fiscal 2023 Average ($) | Fiscal 2022 Average ($) | Fiscal 2021 Average ($) | | Summary Compensation Table Total Compensation | $2,475,289 | $2,797,222 | $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 the grant date fair value of any equity awards granted during the year | $(1,608,422) | $(1,619,590) | $(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 | $757,748 | $1,286,814 | $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 | $(1,197,961) | $200,228 | $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 | $275,525 | $(80,701) | $(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 | $(1,773,110) | $(213,249) | $439,402 | $(1,595,484) | $(109,054) | | Compensation Actually Paid | $702,179 | $2,583,973 | $2,834,733 | $1,276,390 | $1,842,169 |

  98. 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 2025 Bonus Plan, adjusted revenue equals fiscal 2025 total Company revenue determined in accordance with GAAP, or $1,360.8 million, adjusted to exclude the impacts of currency as well as the sale of the Company’s Whole Blood product line within its Blood Center business unit in January 2025, which occurred after the Compensation Committee set performance goals under the 2025 Bonus Plan during the first quarter of fiscal 2025. As discussed in our Compensation Discussion and Analysis, adjusted revenue results also exclude approximately $14.0 million of fiscal 2025 revenue from North America disposables sales to CSL, which represents the portion of such fiscal 2025 North America disposables sales to CSL that exceeded the amount contemplated in the adjusted revenue performance targets set by the Committee based on the Company’s fiscal 2025 annual operating plan. For more information, see "Annual Short-Term Incentive Compensation" beginning on page 29.

  99. 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 2025 Bonus Plan that aligns with the Company’s strategic objective to drive transformational revenue growth. 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 (for additional information on such performance measures, please refer to the Compensation Discussion and Analysis beginning on page 22). 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.

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

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

  101. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  102. Relationship Between Compensation Actually Paid and Adjusted Revenue

    Relationship Between Compensation Actually Paid and Adjusted Revenue

  103. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025 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 2025.

  104. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

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

  105. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    * Adjusted EPS, adjusted operating income, adjusted revenue and business unit revenue are non-GAAP financial measures under applicable SEC rules and regulations and represent the performance metrics for our Named Executive Officers under the 2025 Bonus Plan, as described in more detail in our Compensation Discussion and Analysis beginning on page 22. 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.

  106. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    | Timing of Equity Awards |

  107. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    The Compensation Committee approves all long-term incentive compensation for our Named Executive Officers. The Committee meets in mid-May each year to approve annual equity award grants to our Named Executive Officers, with individual grant values generally allocated between PSUs, RSUs and option awards (see "Fiscal 2025 Long-Term Incentive Award Types" beginning on page 33). This meeting is scheduled each year to occur at least two business days following the public release of the Company’s earnings results for the prior fiscal year, at which time the Company generally expects all material nonpublic information to have been disclosed publicly and its regular trading window for its first fiscal quarter to have opened. The Committee also has authority to approve off-cycle grants for Named Executive Officers, which typically occur in connection with a new hire and are structured such that the grant date coincides with the first business day of the month following the Committee’s approval of such awards. To the extent applicable, the Committee will evaluate the potential impact of material nonpublic information when considering prospective equity awards to Named Executive Officers and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee did not grant any equity awards to Named Executive Officers in fiscal 2025 during a period beginning four business days before, or one business day after (i) the filing of a periodic report on Form 10-Q or (ii) or the filing or furnishing of a current report on Form 8-K that discloses material non-public information. The Compensation Committee granted the following stock option awards to Named Executive Officers in fiscal 2025 during a period beginning four business days before, or one business day after the filing of a periodic report on Form 10-K, but subsequent to our earlier disclosure on May 9, 2024 of our fiscal 2024 earnings results on Form 8-K:

  108. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    | Name | Grant Date | Number of securities underlying the award | | Exercise price of the award ($/Sh) | Grant date fair value of the award($)(1) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the filing of the Company’s Form 10-K for the fiscal year ended March 30, 2024 and the trading day beginning immediately following the filing of the Company’s Form 10-K for the fiscal year ended March 30, 2024(2) | | Christopher A. Simon | May 17, 2024 | | 32,140 | $95.73 | $1,399,974 | (0.48)% | | James C. D'Arecca | May 17, 2024 | | 9,756 | $95.73 | $424,958 | (0.48)% | | Michelle L. Basil | May 17, 2024 | | 9,183 | $95.73 | $399,999 | (0.48)% | | Roy Galvin | May 17, 2024 | | 6,313 | $95.73 | $274,986 | (0.48)% | | Stewart W. Strong | May 17, 2024 | | 6,313 | $95.73 | $274,986 | (0.48)% |

  109. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    (1)Rounded to nearest whole dollar and represents the grant date fair value of stock option awards calculated in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. For more information see footnote 3 to the Summary Compensation Table beginning on page 40. (2)The Company filed its Annual Report on Form 10-K for the fiscal year ended March 30, 2024 before market open on May 20, 2024.

  110. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    | Securities Trading Policy |

  111. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    We have also adopted a Securities Trading Policy that applies to our directors, officers and other employees. The Securities Trading Policy is designed to facilitate compliance with insider trading laws and NYSE listing standards and governs transactions in our common stock and related derivative securities. The policy designates certain regular periods each quarter in which we restrict trading in Haemonetics securities for directors, officers and other individuals presumed to hold information-sensitive positions in connection with our release of financial results (these individuals must also seek mandatory pre-clearance from our General Counsel in order to trade during permitted trading windows). The Chief Financial Officer and General Counsel may impose additional periods of trading restriction for directors, officers and other employees as warranted by business developments. It is our policy to comply with applicable insider trading laws, rules and regulations, and any exchange listing standards when engaging in transactions in our securities.

  112. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    | Hedging Policy |

  113. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    Our Securities Trading Policy further prohibits directors, officers and other employees from engaging in pledging, hedging or similarly speculative transactions with respect to Haemonetics 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—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm to audit the Company’s financial statements. The Audit Committee is appointing Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 28, 2026, and the Board is asking shareholders to ratify the selection of Ernst & Young LLP at the meeting. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company’s shareholders. Representatives of Ernst & Young LLP are expected to be present at the meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. The text of the resolution in respect of Item 3 is as follows: RESOLVED, that the Company’s shareholders ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2026.

  114. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    | ☑ | The Board unanimously recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2026. 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 ratification unless instructed otherwise. |

  115. PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR ALL NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2025

    | Audit Fees and Services |