Hologic : AR ()

2021

Notice of Annual Meeting

of Stockholders and

Proxy Statement

Thursday | March 11, 2021 | 8:00am ET

OUR PURPOSE

To empower people to live

healthier lives everywhere, every day

Driven by a PASSION to

be the leading innovator in women's health.

We succeed by fulfilling our PROMISE to bring THE SCIENCE OF SURE® alive through product quality, clinical differentiation, customer relationships and our team's talent and engagement.

HOLOGIC, INC. 2021 Proxy Statement

''Our Purpose, Passion and Promise have inspired our team's incredible efforts since the pandemic began.''

Dear Fellow Stockholders:

Fiscal 2020 was a remarkable year for Hologic - a year in which we made an enormous impact on public health and generated excellent financial results by responding with unprecedented urgency to the COVID-19 pandemic.

We developed two molecular assays for COVID-19 in record time, significantly increased our installed base of automated Panther instruments on which the tests run, and dramatically scaled up manufacturing capacity to provide tens of millions of tests to our laboratory customers around the world.

Thanks in large part to these efforts, organic revenue grew 22% for the year, earnings increased much faster, and our stock price appreciated 30%.

When COVID hit, several strategies that we pursued before 2020 enabled us to adapt quickly to drive value for customers, employees and shareholders.

First, our Purpose, Passion and Promise, which we had defined in prior years, inspired our team's incredible efforts, especially those of our many front-line employees.

Second, we had fueled our razor/razor-blade business model in Diagnostics by placing hundreds of Panthers and adding more tests to our menu. So we were uniquely poised to make a difference in the COVID fight.

Third, we had hired experienced international leaders who were growing sales outside the United States at double-digit rates in recent years. This put us in an excellent position to contribute with our COVID testing solutions.

And fourth, we had divested our Cynosure medical aesthetics business early in fiscal 2020. This removed a drag on our growth and profitability, as well as an overhang on our stock. And it helped us re-focus on our core businesses, especially overseas, which was critical in our COVID response.

Our response also made us a significantly stronger company for the years ahead.

For example, with funding from the U.S. government, we are working to further expand our molecular diagnostics production capacity by early 2022. This will enable us to manufacture even more COVID-19 assays, while also supporting record levels of new business on our growing installed base of Panther instruments.

In Europe, the relationships we have built with national governments and other customers have significantly elevated our market positioning, which should improve market access for other products across our divisions. And the strong cash flow that our COVID tests generate is enabling us to strengthen our balance sheet, accelerate certain growth investments, repurchase our stock, and step up our business development activities.

In conclusion, let me reiterate how proud we are of the Hologic employees who stared adversity in the face during 2020 and made a huge difference in the battle against COVID-19. Not only did they make a positive impact on public health, they positioned Hologic for greater success in the future. I'd like to thank them, as well as our Board of Directors and stockholders, for their dedication and remarkable contributions.

Sincerely,

Stephen P. MacMillan

Chairman, President and Chief Executive Officer