Document

DEF 14A 1 a2022proxystatementdef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934


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Check the appropriate box:
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x			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

HAEMONETICS CORPORATION

(Name of Registrant as Specified in Its Charter)


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Notice of Annual Meeting of Shareholders and Proxy Statement

Friday, August 5, 2022 8:00 A.M. Eastern Time

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Friday August 5, 2022
8:00 A.M. Eastern Time

125 Summer Street, Boston, Massachusetts 02110

To Our Shareholders:

The 2022 Annual Meeting of Shareholders of Haemonetics Corporation, a Massachusetts corporation (the "Company"), will be held on Friday, August 5, 2022 at 8:00 A.M., Eastern Time, at the offices of the Company, 125 Summer Street, Boston, Massachusetts 02110 for the following purposes:


1 To elect the nine director nominees named in the proxy statement to one-year terms expiring in 2023;
2 To approve, on an advisory basis, the compensation of our named executive officers;
3 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 1, 2023; and
4 To transact such other business as may properly come before the meeting.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Shareholders. Additionally, we continue to carefully monitor COVID-19 developments and related guidance issued by Massachusetts regulatory agencies and relevant health organizations. Should we determine that alternative arrangements for the meeting may be advisable or required, such as changing the date, time, location or format of the meeting (including holding a virtual meeting, subject to local law requirements), we will announce our decision by press release and through our filings with the Securities and Exchange Commission and post additional information on our investor relations website at www.haemonetics.com.

We are pleased to continue utilizing the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their shareholders on the Internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the meeting. On or about June 20, 2022, we will mail to our shareholders of record as of June 2, 2022, the record date for the meeting, a Shareholder Meeting Notice and Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement and our 2022 Annual Report to Shareholders (unless the shareholder previously requested electronic or paper delivery on an ongoing basis).

Your vote is important. Whether or not you plan to attend the meeting, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the Internet or, if you have received printed proxy materials, you vote via the Internet, by telephone or by mailing your completed proxy card or voter instruction form.

By Order of the Board of Directors

Michelle L. Basil

Corporate Secretary

Boston, Massachusetts

June 17, 2022



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 5, 2022: This proxy statement and the Company’s 2022 Annual Report to Shareholders are available at www.envisionreports.com/HAE.

HAEMONETICS CORPORATION | 2022 Proxy Statement 1

TABLE OF CONTENTS


			Page Number
Notice of Annual Meeting of Shareholders			1
Proxy Statement Summary			3
Item 1—Election of Directors			8
Haemonetics Board of Directors			8
Board’s Role and Responsibilities			12
Board Leadership Structure			13
Board Policies and Processes			15
Directors’ Compensation			16
Item 2—Advisory Vote on Executive Compensation			18
Executive Officers			19
Compensation Discussion and Analysis			21
Compensation Committee Report			38
Executive Compensation Tables			39
CEO Pay Ratio			45
Hedging Policy			46
Item 3—Ratification of Independent Registered Public Accounting Firm			47
Audit Fees and Services			48
Audit Committee Report			48
Share Ownership Information			50
Equity Compensation Plans			50
Security Ownership of Certain Beneficial Owners, Directors, and Management			51
Delinquent Section 16(a) Reports			52
General Information About the Meeting and Voting			53
Why am I receiving these materials?			53
What is the purpose of the meeting?			53
Who can vote?			53
What items am I voting on?			53
What are the recommendations of the Board?			54
How do I vote my shares?			54
Can I change my vote after I have voted?			54
How will I learn if the meeting is changed to a virtual meeting?			55
What vote is required to approve each proposal and how are votes counted?			55
Where can I find the results of the meeting?			55
How do I request to receive proxy materials electronically or in hard copy?			56
Additional Information			57
Solicitation of Proxies			57
Shareholder Proposals for Next Year's Annual Meeting			57
Other Matters			57
Incorporation by Reference			57
Financial Matters and Form 10-K			57
Delivery of Documents to Shareholders Sharing an Address			58
Appendix A—Non-GAAP Financial Reconciliations			59

2 HAEMONETICS CORPORATION | 2022 Proxy Statement

PROXY STATEMENT SUMMARY

This summary highlights selected information in this proxy statement (this "Proxy Statement"), which is being furnished in connection with the solicitation of proxies by Haemonetics Corporation for use at the 2022 Annual Meeting of Shareholders. Please review this entire Proxy Statement before voting. References in this Proxy Statement to "Haemonetics," the "Company," "we," "us" or "our" refer to Haemonetics Corporation.


Voting Roadmap

2022 ANNUAL MEETING OF SHAREHOLDERS


Date and Time:			Friday, August 5, 2022 at 8:00 A.M., Eastern Time
Place:			Haemonetics Corporation 125 Summer Street Boston, MA 02110
Commence Mail Date:			On or about June 20, 2022
Record Date:			June 2, 2022

MEETING AGENDA AND VOTING RECOMMENDATIONS

Voting Items

Board
Recommendation

For Further
Information

Election of nine director nominees named in this Proxy Statement for one-year terms expiring at the 2023 Annual Meeting of Shareholders

FOR each
director nominee

Page 8

Approval, on an advisory basis, of our named executive officers’ compensation

FOR

Page 18

Ratification of our independent registered public accounting firm for fiscal 2023

FOR

Page 47

HOW TO VOTE

ONLINE

BY PHONE

BY MAIL

IN PERSON

Go to www.envisionreports.com/HAE and enter the 15-digit control number provided on your proxy card or voting instruction form.

If you received a paper copy of your proxy materials by mail, call the number on your proxy card or voting instruction form. You will need the 15-digit control number provided on your proxy card or voting instruction form.

If you received a paper copy of your proxy materials by mail, complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.

See the instructions beginning on page 54 regarding how to attend and vote in person at the meeting.

HAEMONETICS CORPORATION | 2022 Proxy Statement 3


Performance Highlights

Haemonetics is a global healthcare company dedicated to providing a suite of innovative medical products and solutions for customers, to help them improve patient care and reduce the cost of healthcare. Our technology addresses important medical markets: blood and plasma component collection, the surgical suite and hospital transfusion services. We view our operations and manage our business in three principal reporting segments: Plasma, Blood Center and Hospital. The Company's common stock trades on the New York Stock Exchange ("NYSE") under the symbol "HAE."

Fiscal 2022 was a challenging year for Haemonetics but we are proud of how our people responded. We continued to strengthen and grow our business despite the continued challenges caused by COVID-19, and we acted with urgency to address the transition of CSL Plasma (“CSL”), one of our largest customers, following its April 2021 notice of intent not to renew its current U.S. supply agreement for the use of Haemonetics PCS2® Plasma Collection System devices and the purchase of plasma disposables that was set to expire in June 2022 (including negotiating an extended transition of the CSL agreement through December 2023, on a non-exclusive basis). Our agility and perseverance through these challenges helped us achieve growth in our Plasma and Hospital businesses and further stabilize our Blood Center business, and we continued to distinguish Haemonetics for the meaningful value we are creating across our markets. As the industry leader, we delivered integrated solutions to help our Plasma customers realize much needed increases in the volume of collections. In the face of unprecedented blood shortages, our Blood Center products helped maximize the impact of donations and attract and retain donors. Hospital, including our new Vascular Closure product line acquired through our March 2021 purchase of Cardiva Medical, Inc. ("Cardiva Medical") continued to exceed expectations and was our fastest growing business in fiscal 2022, helping customers improve patient care and outcomes at less cost. The acquisition of Cardiva Medical was an important step in our transformational growth journey, and we remain focused on further optimizing our portfolio and accelerating growth. Our Operational Excellence Program also proved fundamental to our resilience and ability to quickly address supply chain disruptions and serve all who depend on us. This program will continue to play a critical role in our ongoing transformation, enabling us to sustain our success, become a more agile, efficient and productive company, create lasting cost savings and free up resources to fund growth investments. We look forward to sharing more detail about our long-range plans to deliver value for customers and shareholders at our fiscal 2023 Investor Day.

For further discussion of our fiscal 2022 business highlights and how our fiscal 2022 performance affected our Named Executive Officers' compensation, please see our Compensation Discussion and Analysis beginning on page 21. For additional information on our fiscal 2022 financial results and Haemonetics' COVID-19 response efforts please see our Annual Report on Form 10-K for the fiscal year ended April 2, 2022.


Governance Highlights

The following "Governance Highlights" are for the nine Board members nominated for re-election at our 2022 Annual Meeting of Shareholders, all of whom (with the exception of Christopher A. Simon, our President and Chief Executive Officer) are independent.

BOARD COMPOSITION SNAPSHOT

4 HAEMONETICS CORPORATION | 2022 Proxy Statement

BOARD MEMBERS

Name and Principal Professional Experience

Age

Director

Since

Independent

Committee Membership

DIRECTOR NOMINEES

Christopher A. Simon

President and Chief Executive Officer, Haemonetics

2016

N/A

Robert E. Abernathy

Retired Chairman and Chief Executive Officer,
Halyard Health, Inc.

2017

Compensation

Technology

Catherine M. Burzik

Former President and Chief Executive Officer, Kinetic Concepts, Inc.

2016

Audit

Technology

Michael J. Coyle

Former President and Chief Executive Officer, iRhythm Technologies, Inc.

2020

Audit

Governance and Compliance

Charles J. Dockendorff

Retired Executive Vice President and Chief Financial Officer, Covidien plc

2014

Audit

Governance and Compliance

Lloyd E. Johnson

Retired Global Managing Director, Finance and Internal Audit, Accenture Corporation

2021

Audit

Governance and Compliance

Mark W. Kroll, Ph.D.

Retired Senior Executive Officer, St. Jude Medical, Inc.

2006

Compensation

Technology

Claire Pomeroy, M.D., M.B.A.

President, Albert and Mary Lasker Foundation

2019

Compensation

Technology

Ellen M. Zane (Board Chair)

CEO Emeritus of Tufts Medical Center

2018

Compensation

Governance and Compliance

Committee Chair

INDEPENDENT DIRECTOR QUALIFICATIONS

As discussed below under “Board Composition and the Director Nomination Process” (beginning on page 8), the Governance and Compliance Committee is responsible for reviewing and assessing the appropriate skills, experience and background that should be reflected in the composition of the Board. The experience, expertise and diversity represented by the Board as a collective body allows the Board to lead Haemonetics in a manner that serves its shareholders’ interests appropriately. The Governance and Compliance Committee believes that the independent directors on our Board have an effective mix of experience, qualifications, attributes and skills that are important to our business, which include:

BOARD REFRESHMENT

The Board does not endorse arbitrary term limits for director service, nor does it believe in automatic re-nomination until directors reach the mandatory retirement age. The Board and each Committee of the Board conduct an annual self-evaluation of their performance, which is an important determinant for Board refreshment. Beginning in fiscal 2023, the Board has determined to further enhance its annual self-evaluation process by incorporating an individual Board member peer review component.

HAEMONETICS CORPORATION | 2022 Proxy Statement 5

Under the Company’s Principles of Corporate Governance, directors are required to retire from the Board as of the annual shareholders meeting coincident with or next following his or her 72nd birthday. Upon the recommendation of the Governance and Compliance Committee, the Board may waive this requirement for a director if it deems such waiver to be in the best interests of the Company. During the Company's fiscal 2022 annual shareholder outreach, Board members engaged with shareholders on potential modifications to the age 72 mandatory retirement policy in conjunction with the addition of a peer review component to the annual Board evaluation process, with shareholders expressing either support or deference to the Board's determination. For more information on the Company's' annual shareholder outreach see "Shareholder Outreach" on page 6 below.


How We Think About Board Refreshment

BEST PRACTICES

We are committed to high standards in corporate governance and creating a corporate governance environment that supports the long-term success of our Company. Our governance practices include the following:


BOARD PRACTICES						SHAREHOLDER PRACTICES
ü Independent Board Chair and directors (other than CEO) ü Committees consist solely of independent directors ü Annual election of directors (phase out of classified Board complete as of the 2022 Annual Meeting of Shareholders) ü Regular executive sessions of independent directors ü Board oversight of risk management and compliance ü Annual Board/Committee evaluations, including Board member peer review beginning in fiscal 2023						ü Transparent and active shareholder engagement (outreach to over 52% of shares outstanding in each of last four years) ü Annual say on pay advisory vote, with over 95% approval in each of the last seven years ü Majority voting provisions in Charter and By-Laws ü Shareholder right to call special meetings ü Director resignation policy if a director does not obtain a majority of the votes cast in an uncontested election ü No shareholder rights plan (i.e., a "poison pill")

OTHER BEST PRACTICES
ü Maintain strong executive compensation governance and pay practices (see "Strong Governance and Pay Practices" beginning on page 24)

SHAREHOLDER OUTREACH

The Company is committed to transparent and active engagement with its shareholders. On an ongoing basis, members of senior management meet with shareholders to discuss the Company's business fundamentals, performance and long-term outlook. Our Board also proactively engages with shareholders on governance and executive compensation matters and other topics of shareholder interest. During the fall and winter of fiscal 2022, our Board Chair (who also Chairs our Governance and Compliance Committee) and Compensation Committee Chair offered meetings to nine of our largest shareholders that collectively held over 52% of our outstanding shares. Together with our Executive Vice President, General Counsel and Director, Investor Relations, these Board members met in January 2022 with shareholders representing approximately 30% of shares outstanding to discuss, among other things, Haemonetics' corporate strategy and performance, board diversity and refreshment, executive compensation, corporate responsibility and other governance matters. Details of shareholder feedback are discussed throughout this Proxy Statement.

For information on how to contact our Board please see "Communications with the Board of Directors" on page 13.

6 HAEMONETICS CORPORATION | 2022 Proxy Statement

CORPORATE RESPONSIBILITY

"We make it possible. You make it matter." At Haemonetics, our Purpose inspires the important work we do every day to meaningfully advance patient care and drive greater possibilities in healthcare. How we do this work is equally important. Guided by our Purpose, and mindful of our shareholders, customers, employees and other key stakeholders whose trust we value, we are committed to being a good corporate citizen and take responsibility to proactively identify and manage the environmental, social and governance (“ESG”) risks and opportunities that are relevant to our business and those we serve. Please visit the “Corporate Responsibility” page on our website www.haemonetics.com for more information on our ESG-related policies and practices.

We look forward to publishing our first Corporate Responsibility report in fiscal 2023.


Performance Highlights

ELEMENTS OF TOTAL COMPENSATION

When setting compensation for our Named Executive Officers, or "NEOs," the Compensation Committee focuses on total direct compensation. Total direct compensation includes three major components - base salary, annual short-term incentive compensation and annual long-term incentive compensation - all of which are designed to work together to drive a complementary set of behaviors and outcomes. The following chart illustrates, for fiscal 2022, the target annual compensation mix among the three elements of direct compensation for our Chief Executive Officer and, on average, for our other NEOs.

(1)Long-term incentive compensation includes grant value of all fiscal 2022 equity awards to Named Executive Officers. For more information see "Individual Fiscal 2022 Long-Term Incentive Awards" beginning on page 32 of this Proxy Statement.


Cautionary Note Regarding Forward-Looking Statements

Any statements contained in this Proxy Statement that do not describe historical facts may constitute forward-looking statements. Forward-looking statements in this Proxy Statement may include, without limitation, statements regarding (i) plans and objectives of management for operations of the Company, including plans or objectives related to the development and commercialization of, and regulatory approvals related to, the Company’s products and plans or objectives related to the Operational Excellence Program; (ii) estimates or projections of financial results, financial condition, capital expenditures, capital structure or other financial items; (iii) the impact of the COVID-19 pandemic on the Company’s operations, availability and demand for its products and future financial performance; and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences. Factors that may cause actual results to differ materially from those contemplated by the statements in this Proxy Statement can be found in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended April 2, 2022 under the headings "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" and in our other periodic reports filed with the Securities and Exchange Commission ("SEC"). The Company does not undertake to update these forward-looking statements.

This Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be statements of management's future expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts.

HAEMONETICS CORPORATION | 2022 Proxy Statement 7

ITEM 1—ELECTION OF DIRECTORS

Our Board currently has nine members, each of whom is standing for election at our 2022 Annual Meeting of Shareholders (see "Director Nominees" beginning on page 9). If elected, each director will serve for a one-year term expiring at our 2023 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. We believe that each nominee will be able and willing to serve if elected. However, if any nominee should become unable for any reason or unwilling to serve, proxies may be voted for another person nominated as a substitute by our Board, or our Board may reduce the number of directors.

In 2019, we amended our Charter and By-Laws to phase out our classified Board structure over a three-year period beginning at the 2020 Annual Meeting of Shareholders. As of the 2022 Annual Meeting of Shareholders, our classified Board structure will have been fully phased out and all Haemonetics director nominees with be subject to annual election.



þ			Our Board unanimously recommends that you vote FOR each of the nominees for director named in this Proxy Statement. Directors are elected by a plurality of the votes cast by shareholders entitled to vote at the meeting. Abstentions and broker non-votes will not have any effect on this proposal. Accordingly, the nominees receiving the highest number of “for” votes at the meeting will be elected as directors. However, under a policy adopted by the Board, in an uncontested election, any nominee for director who does not receive the favorable vote of at least a majority of the votes cast with respect to such director is required to tender his or her resignation to the Board, which will consider whether to accept the resignation. This is an uncontested election of directors because the number of nominees for director does not exceed the number of directors to be elected. The persons named in the accompanying proxy will vote all duly submitted proxies FOR the nominees listed below (see "Director Nominees" beginning on page 9) unless instructed otherwise.


Haemonetics Board of Directors

BOARD COMPOSITION AND THE DIRECTOR NOMINATION PROCESS

The Governance and Compliance Committee is responsible for reviewing and assessing the appropriate skills, experience and background required for the Board. Because our business operates in regulated healthcare markets around the globe and encompasses research and development, manufacturing and marketing functions that are subject to technological and market changes, the skills, experience and backgrounds that are needed are diverse.

While the priority and emphasis of each factor changes from time to time to take into account the current needs of the Company, the aim is to have a diverse portfolio of talents and backgrounds, including diversity with respect to age, gender, race, ethnicity and experience in aspects of business or technology relevant to the Company’s business. The Governance and Compliance Committee and the Board review and assess the importance of these factors as part of the Board’s annual self-evaluation process, and the Governance and Compliance Committee at least annually reviews and reports to the Board on what skills and characteristics it believes are reflected in the then-current directors and what additional qualifications should be sought in new directors to augment the skills and expertise on the Board. These steps are intended to ensure that the Company continues to create and sustain a Board that can support and effectively oversee the Company’s business.

Although the Board has not adopted any absolute prerequisites for Board service, the Governance and Compliance Committee considers the following minimum criteria when identifying nominees:


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

In the case of current directors being considered for re-nomination, the Governance and Compliance Committee will also take into consideration the director’s history of attendance at Board and committee meetings, tenure as a member of the Board and preparation for and participation in such meetings.

8 HAEMONETICS CORPORATION | 2022 Proxy Statement

DIRECTOR NOMINEES

PRESENT TERMS EXPIRING IN 2022 AND PROPOSED TERMS TO EXPIRE IN 2023


Age: 58						CHRISTOPHER A. SIMON President and Chief Executive Officer, Haemonetics Corporation
						Mr. Simon is President and Chief Executive Officer of the Company. He joined Haemonetics in May 2016 and our Board in September 2016. Mr. Simon previously served as a Senior Partner of McKinsey & Company where he led the Global Medical Products Practice. Mr. Simon served as a consultant with McKinsey & Company beginning in 1993 and was the lead partner for McKinsey & Company’s strategy review with Haemonetics that began in October 2015, where he gained invaluable insights into the Company’s business and markets. Prior to his career at McKinsey & Company, Mr. Simon served in commercial roles with Baxter Healthcare Corporation and as a U.S. Army Infantry Officer in Korea with the 1st Ranger Battalion. He also currently serves on the Board of Directors of AdvaMed, a global trade association of companies that develop, produce, manufacture, and market medical technologies. Mr. Simon earned a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School. Skills and Qualifications: As President and Chief Executive Officer of the Company, Mr. Simon provides the Board with an intensive understanding of the Company's business, operations and strategy. Mr. Simon also brings to the Board more than 20 years of experience in helping businesses transform and grow.

Independent Age: 67 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 Technology 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: 71 Other Public Co. Board Service: •Becton, Dickinson and Co. •Orthofix Medical, Inc. (Board Chair)						CATHERINE M. BURZIK Former President and Chief Executive Officer, Kinetic Concepts, Inc.
						Ms. Burzik joined our Board in October 2016 and is the Chair of the Technology Committee and a member of the Audit Committee. Ms. Burzik is currently President and Chief Executive Officer of CFB Interests, LLC. From 2013 to 2017, Ms. Burzik was also a general partner at Targeted Technology, an early stage venture capital firm focused on medical device, life sciences and biotechnology investments. Ms. Burzik previously served as President and Chief Executive Officer of Kinetic Concepts, Inc., a leading medical device company specializing in the fields of wound care and regenerative medicine, from 2006 until the Company’s sale in 2012. Prior to joining Kinetic Concepts, Inc., Ms. Burzik’s leadership experience included serving as President of Applied Biosystems and holding senior executive positions at Eastman Kodak and Johnson & Johnson, including Chief Executive Officer and President of Kodak Health Imaging Systems and President of Ortho-Clinical Diagnostics, Inc., a Johnson & Johnson company. In 2019, Ms. Burzik received the AdvaMed Lifetime Achievement Award that honors accomplishments of pioneers in the medical technology industry. Skills and Qualifications: Ms. Burzik is a widely respected healthcare industry leader, having successfully led major medical device, diagnostic imaging and life science businesses. Ms. Burzik brings to the Board many years of leadership experience in strategic planning, international operations and financial and enterprise risk management.

HAEMONETICS CORPORATION | 2022 Proxy Statement 9


Independent Age: 60						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 Governance and Compliance 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: 67 Other Public Co. Board Service: •Boston Scientific Corporation •Hologic, Inc. •Keysight Technologies, Inc.						CHARLES J. DOCKENDORFF Retired Executive Vice President and Chief Financial Officer, Covidien plc
						Mr. Dockendorff joined our Board in July 2014 and is Chair of the Audit Committee and a member of the Governance and Compliance Committee. Mr. Dockendorff served as Executive Vice President and Chief Financial Officer of Covidien plc, a global healthcare company, and its predecessor, Tyco Healthcare, from 1995 until his retirement in 2015. Mr. Dockendorff joined the Kendall Healthcare Products Company, the foundation of the Tyco Healthcare business, in 1989 as Controller and was named Vice President and Controller five years later. Prior to joining Kendall/Tyco Healthcare, Mr. Dockendorff was the Chief Financial Officer, Vice President of Finance and Treasurer of Epsco, Inc. and Infrared Industries, Inc. Earlier in his career, Mr. Dockendorff worked as an accountant for Arthur Young & Company (now Ernst & Young LLP) and the General Motors Corporation. Skills and Qualifications: Mr. Dockendorff is a highly-respected healthcare industry leader with extensive experience in finance and corporate management. As a retired Chief Financial Officer of a large global healthcare products company, Mr. Dockendorff brings to the Board many years of leadership experience in accounting and financial management and planning as well as enterprise risk management.

Independent Age: 68 Other Public Co. Board Service: •Apogee Enterprises, Inc. •Beazer Homes USA, Inc.						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 Second Vice Chair, and the National Association of Corporate Directors (NACD) Carolinas Chapter. He was named one of the "Most Influential Black Corporate Directors" by Savoy in 2017 and has been listed as a "Director to Watch" in 2018 and 2020 by Directors & Boards. Skills and Qualifications: Mr. Johnson has over 35 years of corporate finance leadership experience, mostly at multi-national public companies. He brings to the Board significant expertise and strategic insight in the areas of accounting and financial management, mergers and acquisitions, international operations, business development, corporate governance and enterprise risk management.

10 HAEMONETICS CORPORATION | 2022 Proxy Statement


Independent Age: 69 Other Public Co. Board Service: •Axon Enterprise, Inc.						MARK W. KROLL, Ph.D. Retired Senior Executive Officer at St. Jude Medical, Inc.
						Dr. Kroll joined our Board in 2006 and is a member of both the Compensation Committee and the Technology Committee. He currently serves as an Adjunct Full Professor of Biomedical Engineering at the University of Minnesota. From 1995 until his retirement in 2005, Dr. Kroll held a variety of executive leadership positions at St. Jude Medical, Inc., a global medical device company, including as Senior Vice President and Chief Technology Officer for the Cardiac Rhythm Management division and as Vice President of the Tachycardia Business division. Dr. Kroll has more than 25 years of experience with cardiovascular devices and instrumentation and is the named inventor of more than 380 U.S. patents as well as numerous international patents. He is a fellow of the American College of Cardiology, Heart Rhythm Society, Institute of Electronics and Electrical Engineering and the American Institute for Medicine and Biology in Engineering. In 2010, Dr. Kroll was awarded the Career Achievement Award in Biomedical Engineering, among the highest international awards in biomedical engineering. Skills and Qualifications: Dr. Kroll is a well-known pioneer in the field of electrical medical devices and a distinguished technology expert throughout the global medical device industry. He brings to the Board extensive expertise in the areas of medical innovation and technology.


Independent Age: 67 Other Public Co. Board Service: •Embecta Corp.						CLAIRE POMEROY, M.D., M.B.A. President, Albert and Mary Lasker Foundation
						Dr. Pomeroy joined our Board in April 2019 and is a member of both the Technology Committee and the Compensation Committee. Since 2013, Dr. Pomeroy has served as the President of the Albert and Mary Lasker Foundation, a private foundation that seeks to improve health by accelerating support for medical research through recognition of research excellence, education and advocacy. Previously, Dr. Pomeroy served as Dean of the UC Davis School of Medicine and Vice Chancellor of the UC Davis Health System. In addition to her public company board service, Dr. Pomeroy also is Chair of the Center for Women in Academic Medicine and Science and a director of the Lasker Foundation, the Sierra Health Foundation, the Science Philanthropy Alliance, the Science Communication Lab and the Morehouse School of Medicine. Dr. Pomeroy previously served on the board of directors of Becton, Dickinson and Company, from which she resigned in March 2022 in connection with joining the board of directors of Embecta Corp., a diabetes care spin-off of Becton, Dickinson and Company. Skills and Qualifications: Dr. Pomeroy is an expert in infectious diseases with broad leadership experience in health system administration, healthcare delivery, medical research and public health. She provides the Board with important perspectives in the areas of global health services, health policy and medical innovation.

Independent Chair Age: 70 Other Public Co. Board Service: •Azenta, Inc. •Boston Scientific Corporation •Synchrony Financial						ELLEN M. ZANE CEO Emeritus of Tufts Medical Center
						Ms. Zane joined our Board in January 2018 and serves as the Chair of the Board, Chair of the Governance and Compliance Committee and a member of the Compensation Committee. Ms. Zane is CEO Emeritus of Tufts Medical Center, where she served as President and Chief Executive Officer from 2004 to 2011. Prior to 2004, Ms. Zane served as Network President for Partners Healthcare System, a physician/hospital network sponsored by the Harvard-affiliated Massachusetts General Hospital and Brigham and Women's Hospital. Ms. Zane also previously served as Chief Executive Officer of Quincy Hospital in Quincy, Massachusetts. Ms. Zane has previously served as a director of Century Capital Management, Parexel International Corporation, Lincare Holdings Inc. and Press Ganey Holdings. Ms. Zane previously served on the Company's Board from 2012 to 2016. Ms. Zane was named to the NACD Directorship 100 for 2021, an annual award that recognizes the most influential boardroom leaders each year. Skills and Qualifications: Ms. Zane is a nationally renowned healthcare leader with substantial public company board experience. She brings to the Board extensive functional and leadership expertise in the healthcare industry, including with respect to strategy development, finance, operational effectiveness and enterprise risk management.

HAEMONETICS CORPORATION | 2022 Proxy Statement 11

IDENTIFYING NEW DIRECTORS

The Company’s nomination process for new Board members is as follows:


ASSESS BOARD NEEDS 6						The Governance and Compliance Committee or other Board member identifies a need to add a new Board member who meets specific criteria or to fill a vacancy on the Board.

IDENTIFY CANDIDATES 6						The Governance and Compliance Committee initiates a search seeking input from Board members and senior management and, if necessary, hires a search firm. The Governance and Compliance Committee also considers recommendations for nominees for directorships submitted by shareholders.

EVALUATE POTENTIAL CANDIDATES 6						An initial list of candidates that will satisfy specific criteria and otherwise qualify for membership on the Board is identified and presented to the Governance and Compliance Committee, which evaluates the candidates.

INTERVIEW CANDIDATES 6						The Board Chair, the Chair of the Governance and Compliance Committee, the Chief Executive Officer and at least one other member of the Governance and Compliance Committee interview top candidates.

RECOMMEND CANDIDATES FOR BOARD REVIEW 6						The Governance and Compliance Committee seeks the entire Board’s endorsement of the final candidate and makes a recommendation to the Board regarding the election of the candidate.

SEC Form DEF 14A filed by Haemonetics Corporation