Haemonetics Corp

This advisory "say-on-pay" proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy materials. Management is seeking this vote to confirm shareholder support for its pay philosophy and program design, which it describes as pay-for-performance with a substantial portion of executive pay variable and tied to annual financial metrics and multi-year performance share units (PSUs). The Company cites alignment features including a mix of short-term (adjusted revenue, adjusted EPS, adjusted free cash flow) and long-term incentives (PSUs weighted to relative TSR and AAGR, RSUs and options), clawback policies, share ownership guidelines and double-trigger change-in-control protections. This proposal follows the Company’s regular shareholder engagement and prior high say-on-pay results (approximately 98.6% support at the 2026 meeting and historically over 94%), which management highlights as evidence of investor support and as context for maintaining the current compensation framework. The Board recommends FOR the advisory approval, indicating that it views the disclosed program as appropriately calibrated to motivate and retain leadership while aligning pay with long-term shareholder value creation. While the vote is advisory and not binding, a negative outcome would prompt further shareholder outreach and potential compensation program adjustments by the Compensation Committee. In evaluating the merits, sophisticated investors should weigh the program’s targeted metrics and vesting structures against actual performance results, historical PSU payouts, and the Company’s recent strategic actions (divestitures, acquisitions and product approvals) that materially influenced compensation outcomes. The Company’s disclosure also explains shareholder outreach, peer benchmarking, and the Compensation Committee’s use of an independent consultant, useful considerations for assessing governance quality and responsiveness.

This management proposal requests shareholder approval to increase available equity under the Company’s long-term incentive framework by 4,680,000 shares and to extend the plan’s term through 2036. Management frames this as necessary to preserve the Company’s ability to grant PSUs, RSUs, stock options and other equity awards that align employee and director interests with long-term shareholder value, noting limited remaining capacity (248,258 shares available under the Current Plan as of May 22, 2026). The Board and Compensation Committee evaluated historical grant rates, anticipated hiring needs, dilution/overhang considerations and peer practices and concluded the requested pool should support roughly two to four years of anticipated grants under conservative assumptions. The Amended Plan retains governance protections the Company highlights as best practices, including no liberal share recycling, explicit anti-repricing language absent shareholder approval, annual limits on grants to individuals and non-employee directors, clawback provisions, and double-trigger change-in-control treatment. Shareholders should weigh the requested increase against dilution metrics (the Company estimates overhang would rise to ~14.69% if approved) and the Company’s historical modest burn rate (~1.1% average past three years), as well as the details of award counting (a 2.76 fungible ratio for full-value awards). The proposal’s passage is material to compensation program implementation and retention strategies; a failure to approve would constrain future equity grants and could force higher cash compensation or alternative structures, potentially affecting recruiting and retention. Investors assessing the proposal should consider the Board’s rationale, plan safeguards, historical grant practices, and the potential dilution trajectory versus peer norms and expected equity usage given the Company’s strategic plan.

Management seeks shareholder approval to extend the ESPP through December 31, 2036 and implement administrative updates. The ESPP is presented as a broad-based retention and ownership vehicle: since 2007 the Company has issued ~2.15 million shares (about 120,000 per year), and as of April 2026 roughly 1.0 million shares remained available for future issuance—management estimates this capacity could support ~9 more years of purchases under current run rates. The requested extension preserves employee access to a discounted purchase mechanism (85% of lesser of period-start or period-end price) and avoids forced expiration that would terminate new employee participation. The Board recommends FOR, positioning the ESPP as aligning employee and shareholder interests and a cost-effective retention tool relative to cash compensation. Investors should consider the dilution implications (1.0 million shares would increase outstanding shares by ~2.3% if fully issued) compared with the program’s long-term benefits for attraction and retention, the company’s historical average annual issuance (~120,000 shares), and the ESPP’s conservative design features (purchase limits, per-employee caps tied to $25,000 Code Section 423 limits, and customary blackout/change-of-control provisions). Approval maintains a widely used employee benefit that management argues supports long-term shareholder value creation.