DEF 14A of QuidelOrtho Corp, Apr 2, 2024

DEF 14A of QuidelOrtho Corp

Filed Apr 2, 2024 · FY20230001906324-24-000018

Open on EDGAR

  1. Director Nominees

    Director Nominees We are seeking your vote FOR ALL of the director nominees below:

  2. Director Nominees

    | Name | Age | Director Since | Principal Occupation | | Kenneth F. Buechler, Ph.D., Chair | 70 | 2007 | Founder and former President and Chief Scientific Officer of Biosite, Inc. | | Evelyn S. Dilsaver | 68 | 2022 | Former President and Chief Executive Officer of Charles Schwab Investment Management | | Edward L. Michael | 67 | 2018 | Managing Partner and Co-Founder of LionBird Ventures and former Executive Vice President, Diagnostics Products at Abbott Laboratories | | Mary Lake Polan, M.D., Ph.D., M.P.H. | 80 | 1993 | Professor of Clinical Obstetrics, Gynecology and Reproductive Sciences, Yale University School of Medicine | | James R. Prutow | 55 | 2023 | Operating Executive of The Carlyle Group | | Ann D. Rhoads | 58 | 2020 | Former Chief Financial Officer of Forty Seven, Inc. | | Robert R. Schmidt | 41 | 2022 | Managing Director of The Carlyle Group | | Matthew W. Strobeck, Ph.D. | 51 | 2018 | Managing Partner of Birchview Capital | | Kenneth J. Widder, M.D. | 71 | 2014 | Former Chief Executive Officer of Sydnexis Inc. | | Joseph D. Wilkins Jr. | 62 | 2021 | Senior Advisor for THEO Transformation Advisory and former executive at Atlantic Health System, Quest Diagnostics and Danaher-Beckman Coulter |

  3. Director Nominees

    | QuidelOrtho | 2 | 2024 Proxy Statement |

  4. Nominees for Election

    Nominees for Election In accordance with our Amended & Restated Bylaws (the “Bylaws”), the Board has fixed the number of directors constituting the Board at 10. Our directors are elected at each annual meeting of stockholders for a one-year term. Our Board has nominated Kenneth F. Buechler, Evelyn S. Dilsaver, Edward L. Michael, Mary Lake Polan, James R. Prutow, Ann D. Rhoads, Robert R. Schmidt, Matthew W. Strobeck, Kenneth J. Widder and Joseph D. Wilkins Jr. for election to our Board. In this Proposal One, stockholders are being asked to elect the 10 nominees to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Pursuant to a Business Combination Agreement entered into as of December 22, 2021 (the “Business Combination Agreement”), by and among Quidel® Corporation (“Quidel”), Ortho Clinical Diagnostics® Holdings plc (“Ortho”), QuidelOrtho and the other parties referenced therein, Quidel and Ortho consummated a business combination (the “Combinations”) and each of Quidel and Ortho became a wholly owned subsidiary of QuidelOrtho in May 2022. In connection with the entry into the Business Combination Agreement, QuidelOrtho, Quidel and Ortho entered into a Principal Stockholders Agreement with Carlyle Partners VI Cayman Holdings, L.P. (the “Carlyle Stockholder”), dated as of December 22, 2021 (the “Stockholders Agreement”), pursuant to which the Carlyle Stockholder is entitled to designate two directors to the Board so long as it holds at least 12% of the outstanding shares of our common stock. As of the date of this Proxy Statement, the Carlyle Stockholder held more than 12% of the outstanding shares of our common stock and was therefore entitled to designate two directors to the Board. Messrs. Schmidt and Prutow are the two directors designated by the Carlyle Stockholder. Mr. Prutow was appointed to the Board on November 28, 2023, and each of the other nominees was most recently elected by stockholders at the 2023 annual meeting of stockholders. Each of the 10 nominees has consented to serve as a director if elected. Unless authority to vote for any director nominee is withheld, it is intended that each proxy received by the Company will be voted FOR ALL of the nominees. If, before the Annual Meeting, any of the nominees for director should become unable to serve if elected, or, for good cause, unwilling to serve, it is intended that shares represented by proxies will be voted for such substitute nominees, if any, as may be recommended by the Board, or the Board may decrease the size of the Board.

  5. Nominees for Election

    | QuidelOrtho | 8 | 2024 Proxy Statement |

  6. Biographical Information

    Biographical Information

  7. Biographical Information

    | Kenneth F. Buechler, Ph.D. CHAIR OF THE BOARD INDEPENDENT Age: 70 Director Since: 2007 | Dr. Buechler has served as the Chair of the Board since December 2022, and from August 2015 to May 2022, and he previously served as the Lead Independent Director from May 2022 to December 2022. Dr. Buechler was previously the co-founder of and held various roles at Biosite Inc. from 1988 until its acquisition by Alere Inc. in 2007, including serving as a director and as President and Chief Scientific Officer, Senior Vice President, Research and Development, and Vice President, Research and Director of Chemistry. Prior to co-founding Biosite, Dr. Buechler was a senior research scientist for the diagnostics research and development group at Hybritech Inc. Dr. Buechler currently serves as a director of TriVirum, Inc., and previously served as chair of the board of directors of Sequenom Inc., a life sciences company until its acquisition in September 2016, Astute Medical Inc., a company that develops biomarkers for acute medical conditions, until its acquisition in April 2018 and Edico Genome Inc., a DNA sequencing technology company until its acquisition in May 2018. Dr. Buechler received his Ph.D. in Biochemistry and his Bachelor’s Degree in Chemistry from Indiana University. Dr. Buechler brings extensive experience in the field of diagnostics as a scientist and through his founding of Biosite Inc. He also has extensive executive leadership and governance experience through his service on the boards of other companies. | | | Committees: Nominating and Corporate Governance Committee and Science and Technology Committee (Chair) Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: None |

  8. Biographical Information

    | QuidelOrtho | 9 | 2024 Proxy Statement |

  9. Biographical Information

    | Evelyn S. Dilsaver INDEPENDENT Age: 68 Director Since: 2022 | Ms. Dilsaver previously served as President and Chief Executive Officer of Charles Schwab Investment Management, the mutual fund arm of The Charles Schwab Corporation from 2004 to 2007. Prior to that, Ms. Dilsaver served in various leadership roles at The Charles Schwab Corporation for more than 16 years beginning in 1991, including as Executive Vice President and Senior Vice President, Asset Management Products and Services of Charles Schwab Investment Management. Ms. Dilsaver also serves as a director of Ballard Private Real Estate Fund, a private company, and as an advisory board member at Protivi Inc. Ms. Dilsaver received her B.A. in Accounting from California State University-Hayward, School of Business and Economics and participated in the Stanford Graduate School of Business, Senior Executive Program. Ms. Dilsaver has extensive executive leadership experience through her former role as President and Chief Executive Officer of Charles Schwab Investment Management, as well as various senior executive leadership roles at the Charles Schwab Corporation spanning over 16 years. Ms. Dilsaver brings extensive background and knowledge across both the financial and healthcare industries, as well as significant experience serving on the board of directors of various public companies, including serving as a director and chair of the audit committee of Ortho until May 2022. | | | Committees: Audit Committee Other Current Public Company Directorships: •Tempur Sealy International Inc. - Audit Committee (Chair) and Nominating and Corporate Governance Committee •Health Equity, Inc. – Nominating and Corporate Governance Committee (Chair) Prior Public Company Directorships Within the Past 5 Years: •Ortho Clinical Diagnostics Holdings plc until May 2022 – Audit Committee (Chair) |

  10. Biographical Information

    | Edward L. Michael INDEPENDENT Age: 67 Director Since: 2018 | Mr. Michael is the Managing Partner of LionBird Ventures, a venture capital firm he co-founded in 2012, which focuses on investing in digital health and business services companies. For nearly 27 years, Mr. Michael held a variety of roles at Abbott Laboratories, including most recently as Executive Vice President, Diagnostic Products and previously in legal, commercial and operational roles in various Abbott divisions. Mr. Michael currently serves on the board of directors of certain private LionBird portfolio companies. Mr. Michael received his B.A. from Indiana University and a J.D. from Indiana University School of Law. Mr. Michael brings substantial experience in the diagnostics industry and technology utilized by the Company through his executive leadership positions at Abbott Laboratories. | | | Committees: Compensation Committee (Chair) and Science and Technology Committee Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: None |

  11. Biographical Information

    | QuidelOrtho | 10 | 2024 Proxy Statement |

  12. Biographical Information

    | Mary Lake Polan, M.D., Ph.D., M.P.H. INDEPENDENT Age: 80 Director Since: 1993 | Dr. Polan served as an Adjunct Professor in the Department of Obstetrics and Gynecology at Columbia University School of Medicine from 2007 to 2014 and then in 2015, she rejoined the Department of Obstetrics and Gynecology at Yale University School of Medicine as a Professor of Clinical Obstetrics, Gynecology and Reproductive Sciences. Dr. Polan previously served as a Professor and Chair Emerita of the Department of Gynecology and Obstetrics at Stanford University School of Medicine from 1990 to 2005, and before that served on the faculty at Yale University. Dr. Polan received a B.A. degree from Connecticut College, a Ph.D. in Molecular Biophysics and Biochemistry and an M.D. from Yale University School of Medicine and her M.P.H. from the University of California, Berkeley. Dr. Polan remained at Yale New Haven Hospital for her residency in Obstetrics and Gynecology, followed by a Reproductive Endocrine Fellowship. Dr. Polan also serves as a director at the following private companies: NX Prenatal Inc., Or-Genix Therapeutics, Inc., Residents Diagnostics, Inc. and MiraDx, Inc. Dr. Polan is a prominent medical clinician, researcher and academician. She has extensive experience in the area of women’s health, which is an important area for us. As a medical doctor, Dr. Polan brings an important practicing physician perspective in evaluating and overseeing the Company’s performance and strategic direction. | | | Committees: Compensation Committee and Science and Technology Committee Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: •ChemBio Diagnostics |

  13. Biographical Information

    | QuidelOrtho | 11 | 2024 Proxy Statement |

  14. Biographical Information

    | James R. Prutow INDEPENDENT Age: 55 Director Since: 2023 | Mr. Prutow has served as Co-Founder of Atmas Health, a healthcare investment partnership, since 2022 and as Operating Executive at The Carlyle Group, a global investment firm, focused on the healthcare sector since 2022. Mr. Prutow has over 30 years of healthcare experience as both an executive and consultant across many medtech, life sciences and diagnostics companies. Prior to joining Carlyle, Mr. Prutow most recently served as a Senior Healthcare PE Partner at PricewaterhouseCoopers LLP, an audit, assurance, consulting and tax services firm, and PRTM, a management consulting subsidiary of PwC, from 2005 to 2022, where he collaborated with Carlyle and other private equity sponsors on hundreds of diligences across the globe as well as supported portfolio company management teams on value creation initiatives. Before PwC, Mr. Prutow worked at a range of leading healthcare companies, including Baxter, Dade Behring, Nanogen and GeneLogic. Mr. Prutow currently serves on the board of directors of the Carlyle portfolio company, Corro Health, since 2022 and The Marfan Foundation since 2019. Mr. Prutow earned his B.S. in both Genetics and Economics from the University of California, Davis, his M.B.A. from the Golden Gate University and his J.D. from the University of San Diego School of Law. Mr. Prutow has extensive experience as a healthcare executive and consultant in the medtech, life sciences and diagnostics industries. He also has significant operational and governance experience. | | | Committees: Nominating and Corporate Governance Committee and Science and Technology Committee Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: None |

  15. Biographical Information

    | QuidelOrtho | 12 | 2024 Proxy Statement |

  16. Biographical Information

    | Ann D. Rhoads INDEPENDENT Age: 58 Director Since: 2020 | Ms. Rhoads most recently served as Chief Financial Officer of Forty Seven, Inc., a publicly-traded biotechnology company, from March 2018 to June 2020. Previously, Ms. Rhoads was the Executive Vice President and Chief Financial Officer of Zogenix, Inc., a publicly-traded pharmaceutical company, from 2010 to January 2017. From 2000 to the end of 2009, Ms. Rhoads served as the Chief Financial Officer of Premier, Inc., a healthcare supply management company. From 1998 to 2000, she was the Vice President, Strategic Initiatives at Premier, Inc., and from 1993 to 1998, she was an investment professional with The Sprout Group, an institutional venture capital firm. Ms. Rhoads holds a B.S. in Finance from the University of Arkansas and an M.B.A. from the Harvard Graduate School of Business Administration. Ms. Rhoads has a strong financial background as a former Chief Financial Officer of Forty Seven, Inc., Zogenix, Inc. and Premier, Inc. Ms. Rhoads is an audit committee financial expert as a result of her prior experience as Chief Financial Officer and as a board member and chair of the audit committee of other U.S. public companies. She also has extensive executive leadership and governance experience through her service on the boards of other companies. | | | Committees: Audit Committee (Chair) Other Current Public Company Directorships: •Globus Medical Inc. – Audit Committee (Chair) and Nominating and Corporate Governance Committee •Repare Therapeutics – Audit Committee (Chair) and Nominating and Corporate Governance Committee •iTeos Therapeutics – Audit Committee (Chair), Compensation Committee and Nominating and Corporate Governance Committee Prior Public Company Directorships Within the Past 5 Years: •Iridex Corporation until 2018 |

  17. Biographical Information

    | QuidelOrtho | 13 | 2024 Proxy Statement |

  18. Biographical Information

    | Robert R. Schmidt INDEPENDENT Age: 41 Director Since: 2022 | Mr. Schmidt serves as Managing Director at The Carlyle Group, a global investment firm, where he focuses on investment opportunities in the healthcare sector. Since joining The Carlyle Group in 2011, Mr. Schmidt has been involved in a number of the firm’s investments globally. Prior to joining Carlyle, Mr. Schmidt worked at Welsh, Carson, Anderson & Stowe, a private equity firm focused on information business services and healthcare investments, and Merrill Lynch Global Private Equity, which is focused on buyouts in North America. Mr. Schmidt also serves on the board of directors of the following private companies: Included Health, Medline, MedRisk, Resonetics and Unchained Labs. Mr. Schmidt received an M.B.A. from the Harvard Business School and a B.S. from The Wharton School at the University of Pennsylvania. As Managing Director at Carlyle, where he focuses on investment opportunities in the healthcare sector, Mr. Schmidt has extensive financial expertise and experience across a variety of healthcare investments. Mr. Schmidt also has experience from advising and serving as a director of multiple Carlyle portfolio companies, as well as serving as a director of Ortho until May 2022. | | | Committees: Compensation Committee Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: •1Life Healthcare, Inc. until February 2023 – Compensation Committee •Ortho Clinical Diagnostics Holdings plc until May 2022 – Audit Committee, Compensation Committee and Executive Committee |

  19. Biographical Information

    | Matthew W. Strobeck, Ph.D. INDEPENDENT Age: 51 Director Since: 2018 | Dr. Strobeck has served as the Managing Partner of Birchview Capital, a hedge fund, since 2014. Dr. Strobeck was a Partner and member of the management committee and advisory board of Westfield Capital Management from 2008 to 2011, having served as a member of the investment team, specializing in healthcare and life sciences, from May 2003 to June 2008. Dr. Strobeck currently serves on the boards of directors of Monteris Medical, a privately-held medical device company, and the Schuler Education Foundation. Dr. Strobeck received his B.S. from St. Lawrence University, a Ph.D. from the University of Cincinnati, an S.M. from the Harvard University/MIT Health Sciences Technology Program, and an S.M. from the MIT Sloan School of Management. Dr. Strobeck has a strong scientific background and experience investing in and working with healthcare and life sciences companies as well as finance and investment experience from his work at Birchview Capital. Dr. Strobeck currently serves on the boards of various diagnostic and medical device companies. | | | Committees: Audit Committee and Science and Technology Committee Other Current Public Company Directorships: •Accelerate Diagnostics – Audit Committee •Biodesix – Audit Committee and Nominating and Corporate Governance Committee Prior Public Company Directorships Within the Past 5 Years: None |

  20. Biographical Information

    | QuidelOrtho | 14 | 2024 Proxy Statement |

  21. Biographical Information

    | Kenneth J. Widder, M.D. INDEPENDENT Age: 71 Director Since: 2014 | Dr. Widder has more than 30 years of experience working with biomedical companies. Dr. Widder previously served as the Executive Chair of OrphoMed Inc., a clinical-stage biopharmaceutical company, from 2017 to 2022, and board chair and Chief Executive Officer of Sydnexis, Inc., an ophthalmology start-up company, from 2017 to 2022. Dr. Widder was a General Partner with LVP Life Science Ventures, a venture capital company for biotechnology and medical device start-ups, from 2007 to 2016. Dr. Widder holds an M.D. from Northwestern University and trained in pathology at Duke University. Dr. Widder has more than 30 years of experience working with biomedical companies. Dr. Widder also has a strong governance background through his service on the boards of several other companies. As a medical doctor trained in pathology, Dr. Widder also provides valuable insight from the perspectives of both an executive and a physician. | | | Committees: Audit Committee, Nominating and Corporate Governance Committee (Chair) and Science and Technology Committee Other Current Public Company Directorships: •Evoke Pharma Inc. •Personalis, Inc. – Nominating and Corporate Governance Committee Prior Public Company Directorships Within the Past 5 Years: None |

  22. Biographical Information

    | Joseph D. Wilkins Jr. INDEPENDENT Age: 62 Director Since: 2021 | Mr. Wilkins currently serves as senior advisor for THEO Transformation Advisory, an advisory group, as a trusted partner and advisor to chief executive officers, senior leaders and governing boards at the forefront of transforming health and well-being, and has served in this position since October 2022. Previously, Mr. Wilkins served as Senior Vice President and Chief Transformation and Innovation Officer for Atlantic Health System, an integrated healthcare delivery system, from October 2016 to October 2018. Prior to that, Mr. Wilkins led commercial operations teams at Quest Diagnostics and before that, he held various leadership roles at Danaher-Beckman Coulter for approximately 28 years. Mr. Wilkins also serves on the board of directors of Providence Health and Services, one of the nation’s largest healthcare systems, and serves on the Tiger Woods, TGR Foundation. Mr. Wilkins earned a B.S. and an M.B.A. degree from Argosy University and is a board-certified fellow of the American College of Healthcare Executives. Mr. Wilkins has more than 30 years of experience in the diagnostics and healthcare industry, including roles at healthcare consulting firms and at an integrated healthcare delivery system company, as a venture capital investor. As a board member of Providence Health and Services, Mr. Wilkins brings a unique healthcare provider perspective to the Board. Mr. Wilkins is also a founding director at Black Directors Health Equity Agenda (BDHEA) and a Six Sigma certified practitioner. He holds corporate governance certifications from both University of California, Irvine and University of Southern California. | | | Committees: Compensation Committee and Nominating and Corporate Governance Committee Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: None |

  23. Biographical Information

    | QuidelOrtho | 15 | 2024 Proxy Statement |

  24. Biographical Information

    Election of each of the director nominees requires the affirmative vote of a plurality of the votes cast by the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Broker non-votes, if any, and votes withheld will have no effect on the outcome of this proposal.

  25. Biographical Information

    | VOTE The Board recommends that stockholders vote “FOR ALL” director nominees set forth above. |

  26. Biographical Information

    | QuidelOrtho | 16 | 2024 Proxy Statement |

  27. Biographical Information

    Corporate Governance

  28. Director Compensation Table

    Director Compensation Table The following table sets forth information relating to the compensation of our directors for the fiscal year ended December 31, 2023, other than our former CEO who received no additional compensation as a director:

  29. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Kenneth F. Buechler, Ph.D. | 155,000 | 256,497 | 411,497 | | Evelyn S. Dilsaver | 70,000 | 216,953 | 286,953 | | Edward L. Michael | 90,000 | 236,942 | 326,942 | | Mary Lake Polan, M.D., Ph.D., M.P.H. | 70,000 | 230,945 | 300,945 | | James R. Prutow | 5,833 | 105,000 | 110,833 | | Ann D. Rhoads | 95,000 | 219,473 | 314,473 | | Robert R. Schmidt | 70,000 | — | 70,000 | | Christopher M. Smith (3) | 35,000 | — | 35,000 | | Matthew W. Strobeck, Ph.D. | 70,000 | 210,000 | 280,000 | | Kenneth J. Widder, M.D. | 85,000 | 235,465 | 320,465 | | Joseph D. Wilkins Jr. | 70,000 | 210,000 | 280,000 | | Stephen H. Wise (3) | 58,334 | — | 58,334 |

  30. Director Compensation Table

    1.This column reports the amount of Covered Fees, including cash payments or Covered Fees deferred in exchange for RSUs (“Covered Fees RSUs”). As discussed above, Mr. Schmidt does not and Mr. Wise did not receive an annual cash retainer for their service on the Board in their personal capacity due to their employment and affiliation with the Carlyle Stockholder. Instead, in 2023, the Carlyle Stockholder received pro-rated annual remuneration of $128,334 for Messrs. Schmidt and Wise’s service on the Board. Such amount is reflected in this column for Messrs. Schmidt and Wise, but paid directly to the Carlyle Stockholder. The amounts for Messrs. Prutow, Smith and Wise have been pro-rated for the respective time periods they served as directors in 2023. 2.This column represents the grant date fair value with respect to the RSUs and Director Premium RSUs granted in 2023. For additional information on the valuation assumptions with respect to the 2023 grants, see the “—Annual Equity Awards” section above and Note 11 of our Consolidated Financial Statements in the Annual Report. At December 31, 2023, the aggregate number of RSUs, including Director Premium RSUs, held by each non-employee director was: Dr. Buechler 16,992 shares; Ms. Dilsaver 2,898 shares; Mr. Michael 6,196 shares; Dr. Polan 11,508 shares; Mr. Prutow 1,519 shares; Ms. Rhoads 4,846 share; Dr. Strobeck 2,416 shares; Dr. Widder 5,961 shares; and Mr. Wilkins Jr. 2,416 shares. At December 31, 2023, the aggregate number of stock options held by each non-employee director was: Dr. Buechler 32,939 shares; Mr. Smith 207,983 shares; Dr. Strobeck 259 shares; and Dr. Widder 22,440 shares. At December 31, 2023, Messrs. Schmidt and Wise did not hold any outstanding equity awards as of such date. Mr. Smith’s annual equity award and Director Premium RSUs for 2023 were canceled as a result of his resignation from the Board in August 2023. 3.Messrs. Smith and Wise resigned from the Board in August 2023 and November 2023, respectively.

  31. Director Compensation Table

    | QuidelOrtho | 34 | 2024 Proxy Statement |

  32. 2024 Director Compensation

    2024 Director Compensation Consistent with the Compensation Committee’s annual review of our director compensation program, the Compensation Committee reviewed the amount of compensation paid to our non-employee directors. In connection with its review of our director compensation program, the Compensation Committee engaged Compensia and considered its advice, as well as other information. Upon the conclusion of this process, the Compensation Committee determined and recommended to the Board, and the Board approved that the Chair of the Board would receive an annual cash retainer of $150,000 and each of the other non-employee directors (other than Mr. Schmidt) would receive an annual cash retainer of $75,000, effective as of the date of the Annual Meeting. For the reason discussed above, the Carlyle Stockholder will receive annual remuneration of $75,000 for Mr. Schmidt’s service on the Board.

  33. Overview and Philosophy

    •Offer a competitive total compensation opportunity; and •Have a significant portion of total compensation paid to our executive officers in equity and dependent upon the achievement of performance goals of the Company. Our compensation program focuses on both short and long-term performance results of the Company and consists of three key elements: (1) base salaries, which reflect individual positions and responsibilities; (2) annual cash incentive opportunities, which are a function of the shorter-term performance of the Company; and (3) longer-term equity incentive opportunities under our equity incentive programs, generally in the form of grants of stock options, time-based RSUs and/or performance-based RSUs, which link the interests of our executive officers with our other stockholders. We may also make special compensation awards, as appropriate, to recognize changes in responsibilities and outstanding performance. Each of our compensation elements is designed to simultaneously fulfill one or more of our core compensation objectives. When setting compensation for 2023 and in determining compensation policies, the Compensation Committee continued its engagement of Compensia to advise on the Company’s executive compensation program. The Compensation Committee considered the advice of Compensia and continued to apply the same general compensation principles and philosophy. The Compensation Committee also considered the results of the stockholder advisory vote on executive compensation that took place at the 2023 annual meeting of stockholders. In that vote, which was advisory and not binding, our stockholders approved the compensation of our named executive officers as disclosed in the Proxy Statement for the 2023 annual meeting of stockholders with over 85% of votes cast in favor of the compensation of our named executive officers.

  34. Use of Independent Compensation Consultant

    Use of Independent Compensation Consultant The Compensation Committee retains compensation consultants, such as Compensia, to assist it in assessing the competitiveness of the NEOs’ compensation. Pursuant to the factors set forth in Item 407 of Regulation S-K of the Exchange Act, the Compensation Committee has reviewed the independence of Compensia and conducted a conflicts of interest assessment (taking into consideration factors specified in the Nasdaq listing standards) and has concluded that Compensia is independent and its work for the Compensation Committee has not raised any conflicts of interest. No other fees were paid to Compensia except fees related to its services to the Compensation Committee.

  35. Compensation Program Design and Key Elements Used to Achieve Compensation Objectives

    Compensation Program Design and Key Elements Used to Achieve Compensation Objectives In connection with determining the Company’s 2023 executive compensation program, Compensia conducted a review of the competitiveness of the Company’s 2022 executive compensation program. The design of our executive compensation program builds on the analysis and direction of Compensia, taking into account data from the annual Radford Global Life Sciences Survey (the “Radford Survey”), and incorporates review of a comparative peer group of publicly-traded companies with revenues and employee population profiles that are similar to ours. The Radford Survey provides data from participating companies with respect to their compensation practices in numerous areas and with respect to various positions, including executive officer positions. For 2022 and 2023, the following peer group companies were used for compensation comparisons:

  36. Compensation Program Design and Key Elements Used to Achieve Compensation Objectives

    The Compensation Committee reviews and updates the peer group periodically so that the peer group companies satisfy certain selection criteria. As a result of the review of the 2022 peer group, the following updates were made to establish the 2023 peer group: •CONMED, Haemonetics, ICU Medical, Merit Medical Systems and NuVasive were removed due to each company’s revenue falling below the selection criteria range; •Hill-Rom Holdings and Varian Medical Systems were removed due to each company being acquired; and •Dentsply Sirona, DexCom, Teladoc Health, Veeva Systems and Zimmer Biomet Holdings were added based on our revenue, market capitalization and employee population selection criteria. As of February 2022, as compared to the 2023 peer group, we were at approximately the 78th percentile for the then-current revenue (estimated post-Combinations) and at approximately the 19th percentile for the then-current market capitalization.

  37. Compensation Program Design and Key Elements Used to Achieve Compensation Objectives

    The Compensation Committee utilizes independent compensation consultants to gather market data and provide analyses of our peers’ compensation programs. The Compensation Committee does not have a philosophy of setting compensation based on specific formulaic benchmarking comparisons, but it does take into account the guidance of compensation consultants and reviews peer group data and compensation survey data in setting moderate, yet competitive compensation. The cash components of base salary and annual cash bonus are targeted to be moderate, yet competitive in relation to base salaries and annual cash bonuses paid to executive officers in similar positions at comparable companies. Our 2023 long-term equity incentive program for our NEOs included equity awards in the form of non-qualified stock options, time-based RSUs and/or performance-based RSUs. The vesting for both non-qualified stock options and time-based RSUs for typical annual equity awards is over a three or four-year period, with equal installments of the underlying shares of common stock vesting each year on the anniversary of the grant date, with certain exceptions. Performance-based RSUs are subject to vesting criteria based on the achievement of certain Company performance goals. Dr. Kroll received equity awards pursuant to the specific terms of his individual retirement program (“Retirement Program”), comprised entirely of time-based RSUs that vest over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date.

  38. Stock Option and RSU Grant Practices

    Stock Option and RSU Grant Practices As discussed above, the Company uses stock options as part of its overall compensation program. Stock options provide individuals with the right to purchase a specified number of shares of our common stock at a specific price. The Company sets the exercise price of the stock options that it awards at or above the closing price of our common stock on the grant date. Accordingly, the stock option will have value to the individual generally only if they continue their service to the Company during the vesting period and generally only if and to the extent that the market price of the underlying shares of common stock appreciates over the option term. The Company also uses time-based and performance-based RSUs as part of its overall compensation program. RSUs provide individuals with the right to receive shares of our common stock upon a specified vesting schedule or vesting criteria. Accordingly, RSUs will have value to the individual generally only if they continue their service to the Company during the vesting period and in the case of performance-based RSUs, generally only if the performance vesting criteria are met. RSUs will have increased value to the individual to the extent that the market price of the underlying shares of common stock appreciates. Awards of equity-based compensation to our executive officers, such as stock options and RSUs, are determined and approved by the Compensation Committee or the Board. Equity awards are typically granted at the time of hire for executive officers and then annually as part of the overall executive compensation review. Specific terms of the equity awards are determined based on the individual’s position in the organization, the applicable annual equity incentive program, guidance of compensation consultants, relevant compensation survey data and peer group compensation practices, as discussed above under the “—Compensation Program Design and Key Elements Used to Achieve Compensation Objectives” section. For executive officers, new hire grants are approved by the Compensation Committee or the Board when the executive officer’s hire is approved, with the actual equity award grant issued on the first date of employment. For stock options, the exercise price is set at the closing price of our common stock on that date. Equity awards granted under our annual equity incentive program are generally made as of the date of Compensation Committee or Board approval. Such approval typically occurs prior to the end of the first quarter in each calendar year, with grants effective on the date of Compensation Committee or Board approval, and for stock options, at an exercise price at or above the closing price of our common stock on the grant date. From 2017 to 2023, the Compensation Committee more evenly allocated annual equity awards between stock options and RSUs, with 50% of the number of shares awarded in the form of non-qualified stock options and 50% of the number of shares awarded in the form of RSUs, except with respect to Dr. Kroll who received equity awards pursuant to the specific terms of his Retirement Program, comprised entirely of time-based RSUs. In addition, the Compensation Committee has determined it would be in the best interest of

  39. Stock Option and RSU Grant Practices

    | QuidelOrtho | 40 | 2024 Proxy Statement |

  40. Stock Option and RSU Grant Practices

    stockholders to utilize a greater percentage of performance-based equity awards to incentivize our CEO and other senior executive officers to achieve certain Company performance goals. Accordingly, while the 2023 annual equity awards were time-based, special equity awards made to Messrs. Bryant, Bujarski and Iskra in January 2023 were performance-based. In February 2024, the Compensation Committee approved a significant change to the Company’s RSU grant practices, giving much greater weight to performance-based RSUs for our senior executive officers, beginning with fiscal year 2024. A more detailed discussion of this significant change is provided below under the “—2024 Compensation Actions” section. For any additional equity awards in 2024 and beyond, the Compensation Committee currently intends to grant a greater percentage of senior executive officers’ equity awards in the form of performance-based awards.

  41. Annual Cash Incentive Program

    Annual Cash Incentive Program Our annual cash incentive program provides executive officers the opportunity to receive competitive levels of annual cash bonuses and is designed to reward them for their contributions to the Company’s annual corporate objectives. Under our annual cash incentive program, each participating executive officer is entitled to receive a cash bonus based on achievement of certain corporate goals in the particular fiscal year. Corporate performance goals and bonus payouts are calibrated to strike the appropriate balance between being reasonably achievable, and thereby motivating executives, and targeting improved performance. The balance is intended to result in the Company receiving an appropriate return on its investment in the annual cash incentive program. Corporate performance

  42. Annual Cash Incentive Program

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  43. Annual Cash Incentive Program

    goals are selected to require sustained performance and results from executive officers. Each eligible executive officer’s potential cash bonus under the annual cash incentive program is expressed as a percentage of base salary as of the end of the fiscal year. In March 2023, the Compensation Committee approved a cash incentive plan applicable to our executive officers and certain other employees for the 2023 fiscal year (the “2023 Cash Incentive Plan”). Bonus payout under the 2023 Cash Incentive Plan was predicated upon achievement of both (1) revenue targets and (2) Adjusted EBITDA targets, each as determined by the Compensation Committee and/or the Board. Each component of the 2023 Cash Incentive Plan included targets at minimum, plan/target and maximum payout. The minimum targets serve as the threshold level of performance upon which the incentive pool would begin to fund for that component. Achievement of the components at plan/target earns the target cash incentive opportunity. The maximum targets serve as the point at which executive officers earn the highest possible cash incentive opportunity. Bonus payouts were calculated along a linear continuum from minimum to plan/target and from plan/target to maximum. The minimum target for Adjusted EBITDA must be met to initiate the payment of the two components. The Compensation Committee may adjust the targets to take into account acquisitions and divestitures (so that executive officers are not rewarded or penalized for the financial impact of transactions that were not anticipated when the targets were originally set) and may exercise discretion in modifying bonus payouts to take into account significant events that were not contemplated under the plan, including unexpected changes in the prevalence of respiratory disease. For purposes of the 2023 Cash Incentive Plan, Adjusted EBITDA is net income before interest expense, net, provision for income taxes and depreciation and amortization for the 2023 fiscal year attributable to the Company, adjusted to exclude: (1) variances attributable to fluctuations in foreign exchange rates (i.e., constant currency basis); (2) acquisition and integration costs; and (3) impacts of certain non-cash, unusual or other items that are included in net income that the Company does not consider indicative of its ongoing operating performance. The following table sets forth the threshold, plan/target and maximum bonus potential for each NEO under the 2023 Cash Incentive Plan as a percentage of such NEO’s base salary:

  44. Annual Cash Incentive Program

    | Name | Threshold (%) | Plan/Target (%) | Maximum (%) | | Douglas C. Bryant Former President and CEO | 62.5 | 125.0 | 187.5 | | Joseph M. Busky CFO | 37.5 | 75.0 | 112.5 | | Robert J. Bujarski Interim President, EVP and COO | 50.0 | 100.0 | 150.0 | | Michael S. Iskra Interim CEO, EVP and CCO | 50.0 | 100.0 | 150.0 | | Werner Kroll, Ph.D. SVP, Research and Development | 37.5 | 75.0 | 112.5 |

  45. Annual Cash Incentive Program

    Under the 2023 Cash Incentive Plan, bonus payouts were weighted between the revenue targets and Adjusted EBITDA targets so that they were based 50% on achievement of revenue targets and 50% on achievement of Adjusted EBITDA targets. The table below sets forth the threshold, target and maximum goals and actual results for the 2023 Cash Incentive Plan.

  46. Annual Cash Incentive Program

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  47. Annual Cash Incentive Program

    | Financial Metric (In millions) | Threshold ($) | Plan/Target ($) | Maximum ($) | Actual ($) | | Revenue | 2,958 | 3,114 | 3,269 | 3,000 | | Adjusted EBITDA | 765 | 850 | 935 | 723 |

  48. Annual Cash Incentive Program

    The minimum target for Adjusted EBITDA was not met to initiate the funding of the incentive pools for the revenue and Adjusted EBITDA components under the 2023 Cash Incentive Plan. However, in February 2024, pursuant to the Compensation Committee’s ability to exercise its discretion in modifying bonus payouts under the 2023 Cash Incentive Plan, the Compensation Committee approved total bonus payouts at 30% of plan/target to employees subject to the 2023 Cash Incentive Plan. The Compensation Committee determined to award bonuses to certain employees despite the Company not achieving the minimum target for Adjusted EBITDA in recognition of the strength of our non-respiratory performance and the significant milestones achieved by the Company during 2023. Messrs. Bryant, Busky, Bujarski and Iskra and other SVPs reporting to Mr. Bryant did not receive a bonus payout. Dr. Kroll received a bonus payout at 30% of plan/target in the amount of $123,750 because he did not report to Mr. Bryant.

  49. Deferred Bonus Program

    Deferred Bonus Program Each NEO is eligible to elect to participate in the QuidelOrtho Employee Deferred Compensation Plan with respect to any bonus payouts received under the 2023 Cash Incentive Plan, 2024 Cash Incentive Plan (as defined below) and future cash incentive plans, except for Mr. Bryant with respect to the 2024 Cash Incentive Plan and future cash incentive plans because he separated from the Company in February 2024. Under the Employee Deferred Compensation Plan, participating officers may elect to receive 50% or 100% of the cash value of their respective bonus payout (the “Covered Bonus”) (payable (if applicable) per the terms and conditions of the applicable cash incentive plan) in the form of fully vested RSUs (the “Converted RSUs”), plus an additional premium on such percentage of the Covered Bonus in the form of additional RSUs, which are subject to a one-year vesting requirement (the “Premium RSUs”). The additional premium applicable to the Premium RSUs is determined based on the length of time of the deferral period (between the grant date and the date the shares of common stock underlying the Converted RSUs are to be issued) selected by the participating officer as follows: (1) if one (1) year from the grant date, a premium of 10% on the amount deferred of the Covered Bonus; (2) if two (2) years from the grant date, a premium of 20% on the amount deferred of the Covered Bonus; or (3) if four (4) years from the grant date, a premium of 30% on the amount deferred of the Covered Bonus. The NEOs made the following elections under the Employee Deferred Compensation Plan for 2023 and 2024, which are irrevocable:

  50. Deferred Bonus Program

    | Name | 2023 | | 2024 | | | | Amount Deferred | Deferral Period | Amount Deferred | Deferral Period | | Douglas C. Bryant Former President and CEO | — | — | N/A | N/A | | Joseph M. Busky CFO | — | — | — | — | | Robert J. Bujarski Interim President, EVP and COO | 50%(1) | 4 Years | 50% | 4 Years | | Michael S. Iskra Interim CEO, EVP and CCO | 50%(1) | 4 Years | 50% | 2 Years | | Werner Kroll, Ph.D. SVP, Research and Development | — | — | — | — |

  51. Deferred Bonus Program

    1.Messrs. Bujarski and Iskra did not receive bonus payouts under the 2023 Cash Incentive Plan, and therefore they do not have Covered Bonuses to defer under the 2023 Employee Deferred Compensation Plan.

  52. Deferred Bonus Program

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  53. Deferred Bonus Program

    The Converted RSUs are fully vested on the grant date. The Premium RSUs are fully vested on the first anniversary of the grant date. Subject to the terms and conditions in the grant award agreement, the shares of common stock underlying Converted RSUs will be issued as soon as administratively practicable after the earliest of: (1) the end of the deferral period selected by the participating officer; (2) the participating officer’s separation from the Company; or (3) a Change in Control (as defined in the 2018 Plan). The shares of common stock underlying the Premium RSUs have the same applicable issuance periods as outlined in the foregoing sentence for Converted RSUs with acceleration of the one-year vesting requirement in connection with a Change in Control, subject to the participating officer’s continued service through to the date of such Change in Control. If a participating officer’s service is terminated for any reason (outside of a Change in Control) prior to the one-year vesting requirement, the Premium RSUs will be forfeited and canceled as of the date of such termination of service.

  54. Longer-term Equity Incentive Awards

    Longer-term Equity Incentive Awards Longer-term equity incentive awards in the form of stock options, time-based RSUs and/or performance-based RSUs are intended to align the interests of our executive officers with those of our other stockholders and promote retention of our executive officers by using continued service, and in the case of performance-based awards, the achievement of specified performance criteria, as a requirement to receive the value of the awards. The number of shares of common stock underlying stock option and/or RSU grants is related to the executive officer’s level of responsibility and allows executives to share in the value they help create. Generally, the Compensation Committee does not consider an executive officer’s stock holdings or outstanding equity awards in determining the number of equity awards to be granted; however, the Compensation Committee does consider the total number of outstanding shares of our common stock, the relative dilution to stockholders, as well as our gross equity burn rate, issued equity overhang and total equity overhang in determining the number of equity awards to be granted. The Compensation Committee believes that our executive officers should be fairly compensated each year relative to market pay levels of the Company’s peer group. The Compensation Committee views longer-term equity incentive awards as a primary compensation means for retaining executives. In March 2023, the Compensation Committee approved the 2023 long-term equity incentive program (the “2023 Equity Incentive Program”). Under the 2023 Equity Incentive Program, each NEO (other than Dr. Kroll) received equity awards in the form of non-qualified stock options and time-based RSUs as set forth below. Dr. Kroll received equity awards pursuant to the specific terms of his Retirement Program, comprised entirely of time-based RSUs.

  55. Longer-term Equity Incentive Awards

    | Name | Non-qualified Stock Options (# shares) | Time-based RSUs (# shares) | Dollar Value of Aggregate Award ($) | | Douglas C. Bryant Former President and CEO | 31,027 | 31,028 | 4,199,995 | | Joseph M. Busky CFO | 14,775 | 14,775 | 1,999,988 | | Robert J. Bujarski Interim President, EVP and COO | 14,775 | 14,775 | 1,999,988 | | Michael S. Iskra Interim CEO, EVP and CCO | 14,775 | 14,775 | 1,999,988 | | Werner Kroll, Ph.D. SVP, Research and Development | — | 11,433 | 999,930 |

  56. Longer-term Equity Incentive Awards

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  57. Longer-term Equity Incentive Awards

    The amounts of the equity awards were determined based on the executive compensation analysis and review performed by Compensia, which take into account data from the Radford Survey and peer group compensation practices, as discussed in the “—Compensation Program Design and Key Elements Used to Achieve Compensation Objectives” section above. Consistent with the equity awards granted in 2022, the Compensation Committee determined to weight the number of shares awarded for long-term equity awards between stock options and RSUs, which the Compensation Committee believed was in alignment with peer group practices. In 2023, for Messrs. Bryant, Busky, Bujarski and Iskra, approximately 50% of the equity award shares were provided in the form of non-qualified stock options and approximately 50% of the equity award shares were provided in the form of time-based RSUs. The vesting for the non-qualified stock options is over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date. The stock options have an exercise price equal to the closing price of our common stock on the grant date. For Messrs. Bryant, Busky, Bujarski and Iskra, the vesting for the time-based RSUs is over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date. Dr. Kroll received equity awards pursuant to the specific terms of his Retirement Program, comprised entirely of time-based RSUs that vest over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date. See the “—Employment, Severance and Change in Control Arrangements” section. In addition to the annual long-term equity incentive program, the Compensation Committee may approve additional equity awards to executive officers as it deems necessary and appropriate to adequately compensate them for their contributions and achievements throughout the year and for retention purposes. In December 2022, the Board approved certain changes to executive officer roles, including the appointment of Mr. Bryant to serve as the Company’s President, in addition to his role as CEO and a member of the Board, and the appointment of Messrs. Bujarski and Iskra to each serve as an EVP, in addition to their roles as COO and CCO, respectively. In connection with such changes, in January 2023, the Compensation Committee granted the following performance-based RSUs to each of Messrs. Bryant, Bujarski and Iskra:

  58. Longer-term Equity Incentive Awards

    | Name | Performance-based RSUs (# shares) | Dollar Value of Aggregate Award ($) | | Douglas C. Bryant Former President and CEO | 6,091 | 521,451 | | Robert J. Bujarski Interim President, EVP and COO | 6,091 | 521,451 | | Michael S. Iskra Interim CEO, EVP and CCO | 6,091 | 521,451 |

  59. Longer-term Equity Incentive Awards

    The vesting for these performance-based RSUs is as follows: (1) 75% of the underlying shares of common stock will vest upon (a) our stock price reaching an average price of at least 150% of the closing price on December 30, 2022 for a period of at least 30 days and (b) our stock price’s relation to the EBITDA multiple of a defined diagnostic peer group and (2) 25% of the underlying shares of common stock will vest upon achievement of productivity improvements, as measured by revenue per employee, of at least 10% compared to revenue per employee as of December 31, 2022 that is maintained over a period of two consecutive quarters with a certain revenue threshold. The vesting criteria must be achieved by December 31, 2025 or the performance-based RSUs will not vest and the unvested shares will be forfeited and will not be eligible for future vesting. The performance-based RSUs for Mr. Bryant were canceled when he separated from the Company in February 2024.

  60. Longer-term Equity Incentive Awards

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  61. Longer-term Equity Incentive Awards

    Additionally, in January 2023, for employee retention purposes, the Compensation Committee approved an amendment to the vesting terms of performance-based stock options that were previously granted by Ortho under the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan (the “2014 Plan”) and Ortho’s 2021 Omnibus Incentive Award Plan (the “2021 Plan”), such that the performance-based stock options granted under the 2014 Plan and 2021 Plan vested on December 31, 2023 (the “Modified Options”). See the “Outstanding Equity Awards at 2023 Fiscal Year-end” table for information on the performance-based stock options granted to Mr. Busky under the 2014 Plan and 2021 Plan.

  62. Performance-based RSUs Earned During 2023

    Performance-based RSUs Earned During 2023 In February 2020, Mr. Bryant received performance-based RSUs for 15,180 underlying shares of common stock. The vesting for these performance-based RSUs was over a five-year period and was tied to the achievement of a compounded annual growth rate target of 5.0% per year of GAAP total revenues over any three consecutive fiscal year period starting with the three-year period ended in 2022. If the reported GAAP total revenues in any fiscal year ended 2022 or 2023 or fiscal year ending 2024 is equal to or exceeds the compounded annual growth rate target over the prior three fiscal year periods, then 100% of the performance-based RSUs would vest and be released on the date that such target revenues are reported. The reported GAAP total revenues for fiscal year ended January 1, 2023 exceeded the compounded annual growth rate target over the prior three fiscal year periods, and therefore all 15,180 shares of common stock underlying the performance-based RSUs vested and were released on February 23, 2023 (the date we filed with the SEC our Form 10-K for the fiscal year ended January 1, 2023).

  63. Annual Cash Incentive Program

    Annual Cash Incentive Program In March 2024, the Compensation Committee approved a cash incentive plan applicable to our executive officers and other employees for the 2024 fiscal year (the “2024 Cash Incentive Plan”). Bonus payout under the 2024 Cash Incentive Plan is predicated upon achievement of (1) revenue targets and (2) Adjusted EBITDA targets, each as determined by the Compensation Committee and/or the Board. The following table sets forth the threshold, plan/target and maximum bonus potential for each NEO under the 2024 Cash Incentive Plan as a percentage of such NEO’s base salary for the full year 2024:

  64. Annual Cash Incentive Program

    | Name | Threshold (%) | Plan/Target (%) | Maximum (%) | | Michael S. Iskra Interim CEO, EVP and CCO | 62.5 | 125.0 | 187.5 | | Robert J. Bujarski Interim President, EVP and COO | 62.5 | 125.0 | 187.5 | | Joseph M. Busky CFO | 50.0 | 100.0 | 150.0 | | Werner Kroll, Ph.D. SVP, Research and Development | 37.5 | 75.0 | 112.5 |

  65. Annual Cash Incentive Program

    Under the 2024 Cash Incentive Plan, bonus payouts are weighted between the revenue targets and Adjusted EBITDA targets so that they are based 40% on achievement of revenue targets and 60% on achievement of Adjusted EBITDA targets.

  66. Annual Cash Incentive Program

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  67. Longer-term Equity Incentive Awards

    Longer-term Equity Incentive Awards In February 2024, the Compensation Committee approved the 2024 long-term equity incentive program (the “2024 Equity Incentive Program”), which includes a performance-based long-term incentive program (the “Performance LTI Program”). The Performance LTI Program applies to all of the NEOs, except for Dr. Kroll who received equity awards pursuant to the specific terms of his Retirement Program, comprised entirely of time-based RSUs. See the “—Employment, Severance and Change in Control Arrangements” section. Under the 2024 Equity Incentive Program, each NEO received equity awards in the form of performance-based RSUs and/or time-based RSUs as follows:

  68. Longer-term Equity Incentive Awards

    | Name | Performance-based RSUs (# shares) | Time-based RSUs (# shares) | Dollar Value of Aggregate Award ($) | | Michael S. Iskra Interim CEO, EVP and CCO | 8,756 | 17,905 | 2,000,000 | | Robert J. Bujarski Interim President, EVP and COO | 8,756 | 17,905 | 2,000,000 | | Joseph M. Busky CFO | 8,756 | 17,905 | 2,000,000 | | Werner Kroll, Ph.D. SVP, Research and Development | — | 14,920 | 1,000,000 |

  69. Longer-term Equity Incentive Awards

    Messrs. Iskra, Bujarski and Busky received equity awards with 60% of the aggregate award value in the form of time-based RSUs and 40% of the aggregate award value in the form of performance-based RSUs that are measured against total shareholder return (“TSR” and such performance-based RSUs, the “TSR PSUs”). The Performance LTI Program provides the opportunity to earn up to the maximum number of TSR PSUs at the end of a three-year performance period from January 1, 2024 to December 31, 2026 based on the Company’s relative TSR against the S&P Midcap 400 Health Sector Index. TSR is measured based on the 30 trading days at the beginning of the performance period and the 30 trading days at the end of the performance period. The payout scale is from 0% to 200% - the participating NEOs would earn specified percentages of TSR PSUs based on the Company’s relative percentile achievement of TSR over the performance period. If the Company’s relative TSR is less than 25%, there is no payout; if it is 25%, the payout is 50%; if it is 50%, the payout is 100%; and if it is 75% or higher, the payout is 200%. Payouts for achievement in between these relative TSR percentiles are scaled linearly. Payout is capped at 100% of the TSR PSUs if our stock price depreciates during the performance period, even if the Company’s relative TSR is above 50%. The vesting periods for the TSR PSUs are each over a three-year period. For example, if an NEO retires at the end of the first year, he will be eligible to receive one-third of the total payout at the end of the three-year performance period, subject to achievement of the targets. The vesting periods for the time-based RSUs are each over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date. The Compensation Committee has determined that, when our new CEO is hired, at least 50% of the longer-term equity incentive awards to the CEO will be in the form of performance-based equity awards.

  70. Longer-term Equity Incentive Awards

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  71. Special Compensation Awards

    The Cash Retention Awards will become payable on June 30, 2025, subject to the executive’s continued employment through such date. The Equity Retention Awards were granted in the form of time-based RSUs that will fully vest on June 30, 2025, subject to the executive’s continued employment through such date. If the executive’s employment is involuntarily terminated by the Company without “Cause” prior to June 30, 2025 (as such term is defined in the executive’s Severance and Change in Control Agreement with the Company (the “Severance and CIC Agreement”)), the Cash Retention Awards will become payable in full and the vesting of the Equity Retention Awards will accelerate in full on the termination date, subject to certain customary conditions, including the executive executing a general release of claims and the executive’s continued compliance, in all material respects, with certain terms of his Severance and CIC Agreement. For the avoidance of doubt, the Cash Retention Awards and Equity Retention Awards are in addition to, and not in lieu of, the severance benefits under the Severance and CIC Agreement.

  72. Employment and Severance Agreements

    Employment and Severance Agreements We have entered into Severance and CIC Agreements with certain of our NEOs in order to (1) foster their objectivity in making decisions that may result in the NEO’s position being eliminated or the NEO otherwise being involuntarily terminated or with respect to any pending or threatened change in control transaction and (2) alleviate certain risks and uncertainties with regard to our NEOs’ financial and professional security that may be created by an involuntary termination or a pending or threatened change in control transaction. The details of the Severance and CIC Agreements and any employment or retirement arrangements entered into with our NEOs are provided in the “—Employment, Severance and Change in Control Arrangements” section.

  73. Employment and Severance Agreements

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  74. Summary Compensation Table

    Summary Compensation Table The following table sets forth information relating to fiscal years 2023, 2022 and 2021 compensation of our former CEO, our CFO and our three other most highly compensated persons serving as executive officers as of December 31, 2023:

  75. Summary Compensation Table

    | Name and Principal Position | Year | Salary(2) ($) | Bonus(3) ($) | Stock Awards(4) ($) | Option Awards(5) ($) | Non-equity Incentive Plan Compensation(6) ($) | All Other Compensation(7) ($) | Total ($) | | Douglas C. Bryant | 2023 | 1,060,875 | 556,959 | 3,447,814 | 1,483,947 | — | 207,548 | 6,757,143 | | Former President and CEO | 2022 | 1,010,625 | 1,054,875 | 6,665,163 | 1,404,343 | 1,845,641 | 904,957 | 12,885,604 | | | 2021 | 856,702 | — | 2,266,696 | 1,783,166 | 547,188 | 10,396 | 5,464,148 | | Joseph M. Busky | 2023 | 569,250 | 230,625 | 1,292,222 | 760,170 | — | 90,751 | 2,943,018 | | CFO(1) | 2022 | 316,712 | 538,125 | 1,499,977 | 499,416 | 380,571 | 20,595 | 3,255,396 | | Robert J. Bujarski | 2023 | 621,000 | 326,025 | 1,741,772 | 706,653 | — | 14,236 | 3,409,686 | | Interim President, EVP and COO | 2022 | 591,346 | 630,000 | 2,767,981 | 668,651 | 864,300 | 529,663 | 6,051,941 | | | 2021 | 514,135 | — | 1,173,990 | 406,851 | 246,094 | 10,396 | 2,351,466 | | Michael S. Iskra | 2023 | 621,000 | 225,000 | 1,741,772 | 706,653 | — | 24,929 | 3,319,354 | | Interim CEO, EVP and CCO(1) | | | | | | | | | | Werner Kroll, Ph.D. | 2023 | 569,250 | 298,856 | 999,930 | — | 123,750 | 34,830 | 2,026,616 | | SVP, Research and Development | 2022 | 550,000 | 96,250 | 1,849,937 | — | 594,206 | 10,702 | 3,101,095 | | | 2021 | 490,014 | — | 1,499,998 | — | 257,813 | 10,396 | 2,258,221 |

  76. Summary Compensation Table

    1.Messrs. Busky and Iskra became our CFO and CCO, respectively, effective as of May 27, 2022. Prior to the Combinations, Messrs. Busky and Iskra served as Chief Financial Officer and Executive Vice President of Commercial Excellence & Strategy at Ortho, respectively. 2.The amounts shown reflect the base salaries earned by the NEOs during the applicable year. The amount for Mr. Busky for 2022 has been pro-rated for the time period he served as our CFO in 2022. 3.The amounts shown for 2023 reflect (a) 75% of the integration/retention cash bonus awards that were paid to Messrs. Bryant and Bujarski and Dr. Kroll on the first anniversary of the closing of the Combinations and (b) 60% of the integration/retention cash bonus award that were paid to Messrs. Busky and Iskra on the first anniversary of the closing of the Combinations. The amounts shown for 2022 reflect (a) the success/transaction cash bonus awards that were paid to Messrs. Bryant, Busky and Bujarski upon the closing of the Combinations, (b) 25% of the integration/retention cash bonus awards that were paid to Messrs. Bryant and Bujarski and Dr. Kroll upon the closing of the Combinations and (c) 40% of the integration/retention cash bonus award that was paid to Mr. Busky upon the closing of the Combinations. 4.This column represents the grant date fair value of time-based and performance-based RSUs granted during fiscal years 2023, 2022 and 2021, as well as (a) for 2023, the Premium RSUs associated with the 2022 Employee Deferred Compensation Plan, (b) for 2022, the Premium RSUs associated with the 2021 Employee Deferred Compensation Plan and (c) for 2021, the Premium RSUs associated with the 2020 Employee Deferred Compensation Plan, as described in Note (2) of the “Nonqualified Deferred Compensation” table. RSUs are valued based on the closing price of our common stock on the grant date. For additional information with respect to the 2023 grants, refer to Notes 10 and 11 of our Consolidated Financial Statements in the Annual Report. See the “Grants of Plan-based Awards in Fiscal Year 2023” table for information on RSUs granted in 2023. The performance-based RSUs granted in 2023 and 2022 provide for a single level of payout and thus there is no maximum to report.

  77. Summary Compensation Table

    | QuidelOrtho | 52 | 2024 Proxy Statement |

  78. Summary Compensation Table

    5.This column represents the grant date fair value of stock options granted during fiscal years 2023, 2022 and 2021. The grant date fair value of stock options is determined using the Black-Scholes option pricing model. The amount for Mr. Busky also includes the incremental fair value of the Modified Options as of February 1, 2023 (the modification date). For additional information on the valuation assumptions with respect to the 2023 grants, refer to Note 11 of our Consolidated Financial Statements in the Annual Report. See the “Grants of Plan-based Awards in Fiscal Year 2023” table for information on stock options granted in 2023. 6.This column represents the approved awards to each NEO under the 2023 Cash Incentive Plan, 1H 2022 Cash Incentive Plan, 2H 2022 Cash Incentive Plan, Ortho’s PBP program for the first half of 2022 and 2021 Cash Incentive Plan, as applicable. Each NEO could also elect to participate in the 2023 Employee Deferred Compensation Plan, 2022 Employee Deferred Compensation Plan and 2021 Employee Deferred Compensation Plan (other than Messrs. Busky and Iskra for the 2022 and 2021 plans) with respect to any payments received under the 2023 Cash Incentive Plan, 1H 2022 and 2H 2022 Cash Incentive Plans and 2021 Cash Incentive Plan, respectively. Messrs. Busky and Iskra were not eligible to participate in the 2022 and 2021 Employee Deferred Compensation Plans because their service with the Company commenced after the applicable election periods. For Dr. Kroll, the cash bonus under the 2023 Cash Incentive Plan will be paid in early 2024, but the other NEOs will not receive cash bonus payments for 2023. The cash bonus under the 1H 2022 Cash Incentive Plan and Ortho’s PBP program for the first half of 2022 was paid in August and September 2022, respectively, and the cash bonus under the 2H 2022 Cash Incentive Plan was paid in March 2023. The cash bonus under the 2021 Cash Incentive Plan was paid in early 2022. The amounts shown are inclusive of the cash component and deferred Converted RSUs component of the electing officer’s award, but do not include the Premium RSUs component, which is included as a component of the amounts in the “Stock Awards” column for the year in which such Premium RSUs were granted. 7.All other compensation consists of the following:

  79. Summary Compensation Table

    | | Tax Gross-ups ($) | Perquisites and Other Personal Benefits ($) | 401(k) Contributions ($) | Long-term Disability(e) ($) | Group Term Life Insurance(f) ($) | | Douglas C. Bryant | 8,429(a) | 184,250(b) | 9,900 | 4,604 | 365 | | Joseph M. Busky | — | 72,724(c) | 14,850 | 2,616 | 561 | | Robert J. Bujarski | — | — | 9,900 | 3,775 | 561 | | Michael S. Iskra | 7,051(a) | — | 14,850 | 2,467 | 561 | | Werner Kroll, Ph.D. | — | 20,088(d) | 9,900 | 4,477 | 365 |

  80. Summary Compensation Table

    a.Tax gross-ups received by Messrs. Bryant and Iskra for certain benefits they received for their guests’ airfare and activities in connection with President’s Club. b.Aggregate incremental cost to us of (i) expense reimbursements related to housing of $180,000 and (ii) benefits Mr. Bryant received for his guest’s airfare and activities in connection with President’s Club. c.Aggregate incremental cost to us of (i) expense reimbursements related to housing of $69,017 and (ii) commuting expenses. d.Aggregate incremental cost to us of expense reimbursements related to housing. e.The Company funded both a long-term disability plan available only to our executive officers and a long-term disability plan available to all employees, including our executive officers, in a total amount equal to 60% of the applicable NEO’s annual salary. f.The Company funded a group term life insurance plan in an amount equal to two times the NEO’s annual salary, a benefit that is provided to all employees.

  81. Summary Compensation Table

    | QuidelOrtho | 53 | 2024 Proxy Statement |

  82. Grants of Plan-based Awards in Fiscal Year 2023

    Grants of Plan-based Awards in Fiscal Year 2023 The following table sets forth all plan-based awards granted to our NEOs during fiscal year 2023:

  83. Grants of Plan-based Awards in Fiscal Year 2023

    | 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 (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/sh)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Douglas C. Bryant | 01/31/23 | — | — | — | — | 6,091 | — | — | — | — | 449,550 | | | 02/28/23 | — | — | — | — | — | — | 3,273 | — | — | 284,555 | | | 03/28/23 | — | — | — | — | — | — | 31,028 | — | — | 2,713,709 | | | 03/28/23 | — | — | — | — | — | — | — | 31,027 | 87.46 | 1,483,947 | | | 03/31/23 | 663,047 | 1,326,094 | 1,989,141 | — | — | — | — | — | — | — | | Joseph M. Busky | 02/01/23 | — | — | — | — | — | — | — | 21,012 | 119.06 | 53,518 | | | 03/28/23 | — | — | — | — | — | — | 14,775 | — | — | 1,292,222 | | | 03/28/23 | — | — | — | — | — | — | — | 14,775 | 87.46 | 706,653 | | | 03/31/23 | 213,469 | 426,938 | 640,406 | — | — | — | — | — | — | — | | Robert J. Bujarski | 01/31/23 | — | — | — | — | 6,091 | — | — | — | — | 449,550 | | | 03/28/23 | — | — | — | — | — | — | 14,775 | — | — | 1,292,222 | | | 03/28/23 | — | — | — | — | — | — | — | 14,775 | 87.46 | 706,653 | | | 03/31/23 | 310,500 | 621,000 | 931,500 | — | — | — | — | — | — | — | | Michael S. Iskra | 01/31/23 | — | — | — | — | 6,091 | — | — | — | — | 449,550 | | | 03/28/23 | — | — | — | — | — | — | 14,775 | — | — | 1,292,222 | | | 03/28/23 | — | — | — | — | — | — | — | 14,775 | 87.46 | 706,653 | | | 03/31/23 | 310,500 | 621,000 | 931,500 | — | — | — | — | — | — | — | | Werner Kroll, Ph.D. | 03/28/23 | — | — | — | — | — | — | 11,433 | — | — | 999,930 | | | 03/31/23 | 213,469 | 426,938 | 640,406 | — | — | — | — | — | — | — |

  84. Grants of Plan-based Awards in Fiscal Year 2023

    1.These columns show the potential value of the payout for each NEO under the 2023 Cash Incentive Plan, if the threshold, target and maximum goals are satisfied for all performance measures. The business measurements, performance goals and salary and bonus multiples for determining the payout are described in the “—Compensation Discussion and Analysis—Annual Cash Incentive Program” section. Payouts were made as described in the “—Compensation Discussion and Analysis—Annual Cash Incentive Program” section and in Note (6) to the Summary Compensation Table.

  85. Grants of Plan-based Awards in Fiscal Year 2023

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  86. Grants of Plan-based Awards in Fiscal Year 2023

    2.These columns show the potential number of awards to be paid out to Messrs. Bryant, Bujarski and Iskra related to the performance-based RSUs if the target is achieved. The performance-based RSUs for Messrs. Bryant, Bujarski and Iskra were granted in January 2023 and vest as follows: (a) 75% of the underlying shares of common stock will vest upon (i) our stock price reaching an average price of at least 150% of the closing price on December 30, 2022 for a period of at least 30 days and (ii) our stock price’s relation to the EBITDA multiple of a defined diagnostic peer group; and (b) 25% of the underlying shares of common stock will vest upon achievement of productivity improvements, as measured by revenue per employee, of at least 10% compared to revenue per employee as of December 31, 2022 that is maintained over a period of two consecutive quarters with a certain revenue threshold. The vesting criteria must be achieved by December 31, 2025 or the performance-based RSUs will not vest and the unvested shares will be forfeited and will not be eligible for future vesting. The performance-based RSUs for Mr. Bryant were canceled when he separated from the Company in February 2024. 3.This column shows the number of time-based RSUs granted in 2023 to the NEOs. Time-based RSUs for the NEOs vest over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date. This column also includes the number of Premium RSUs granted in 2023 to Mr. Bryant under the 2022 Employee Deferred Compensation Plan, which equaled (a) the amount of his bonus deferred under the program, divided by the closing price of our common stock on February 28, 2023, multiplied by 0.3, as a premium. $284,555 (included in the “Grant Date Fair Value” column) represents these Premium RSUs granted to Mr. Bryant and is included in the “Stock Awards” column of the Summary Compensation Table. 4.This column shows the number of stock options granted in 2023 to the NEOs. Stock options for Messrs. Bryant, Busky, Bujarski and Iskra vest over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date. The 21,012 shares for Mr. Busky represent the shares underlying the Modified Options that were modified on February 1, 2023. 5.This column shows the exercise price for the stock options granted, which was the closing price of our common stock on the grant date. 6.This column shows the full grant date fair value under ASC Topic 718 of time-based RSUs, performance-based RSUs and stock options granted to the NEOs in 2023. For time-based RSUs and performance-based RSUs, fair value is calculated using the closing price of our common stock on the grant date. The grant date fair value is the amount that we would expense in our Consolidated Financial Statements over the award’s vesting schedule, unless the NEO leaves the Company. For stock options, fair value is calculated using the Black-Scholes value on the grant date and is the amount that we would expense in our Consolidated Financial Statements over the award’s vesting schedule, unless the NEO leaves the Company. The amounts for Mr. Busky also include the incremental fair value of the Modified Options of $53,518 (or $2.547 per share) as of February 1, 2023 (the modification date). For additional information on the valuation assumptions, refer to Note 11 of our Consolidated Financial Statements in the Annual Report.

  87. Grants of Plan-based Awards in Fiscal Year 2023

    | QuidelOrtho | 55 | 2024 Proxy Statement |

  88. Outstanding Equity Awards at 2023 Fiscal Year-end

    Outstanding Equity Awards at 2023 Fiscal Year-end The following table sets forth information on the stock options, time-based RSUs and performance-based RSUs held by the NEOs as of December 31, 2023. This table includes unexercised and unvested stock options and unvested time-based RSUs and performance-based RSUs. Each equity grant is shown separately for each NEO. The vesting schedule for each grant is shown following this table based on the grant date. The market value of the stock awards is based on the closing price of our common stock as of December 29, 2023, which was $73.70. For additional information about the stock options and RSUs, see the “—Compensation Discussion and Analysis—Longer-term Equity Incentive Awards” section.

  89. Outstanding Equity Awards at 2023 Fiscal Year-end

    | | Option Grant Date | Option Awards(1) | | | | Stock Awards | | | | | | Name | | Number of Securities Underlying Unexercised Options — Exercisable (#) | Number of Securities Underlying Unexercised Options — Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Douglas C. Bryant | 02/10/16 | 23,461 | — | 15.40 | 02/10/26 | | | | | | | | 02/15/17 | 20,249 | — | 21.08 | 02/15/27 | | | | | | | | 01/16/18 | 27,637 | — | 46.41 | 01/16/28 | | | | | | | | 02/04/19 | 37,440 | — | 59.12 | 02/04/29 | | | | | | | | 02/03/20 | 22,769 | 7,589 | 77.16 | 02/03/30 | 02/03/20(2) | 3,795 | 279,692 | | | | | 08/24/20 | 10,593 | — | 228.21 | 08/24/30 | | | | | | | | 02/01/21 | 4,462 | 4,462 | 254.00 | 02/01/31 | 02/01/21(2) | 2,232 | 164,498 | | | | | 07/28/21 | 7,426 | 3,714 | 142.45 | 07/28/31 | | | | | | | | 01/31/22 | 6,760 | 20,283 | 103.36 | 01/31/32 | 01/31/22(2) | 20,283 | 1,494,857 | | | | | | | | | | 01/31/22(6) | 24,187 | 1,782,582 | | | | | | | | | | 08/22/22(3) | | | 11,894 | 876,588 | | | | | | | | 01/31/23(4) | | | 6,091 | 448,907 | | | | | | | | 02/28/23(2) | 3,273 | 284,555 | | | | | 03/28/23 | — | 31,027 | 87.46 | 03/28/33 | 03/28/23(2) | 31,028 | 2,286,764 | | | | Joseph M. Busky | 07/07/20 | 42,024 | — | 119.06 | 07/07/30 | | | | | | | | 06/01/22 | 3,470 | 6,941 | 92.74 | 06/01/32 | 06/01/22(2) | 10,783 | 794,707 | | | | | 03/28/23 | — | 14,775 | 87.46 | 03/28/33 | 03/28/23(2) | 14,775 | 1,088,918 | | |

  90. Outstanding Equity Awards at 2023 Fiscal Year-end

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  91. Outstanding Equity Awards at 2023 Fiscal Year-end

    | | Option Grant Date | Option Awards(1) | | | | Stock Awards | | | | | | Name | | Number of Securities Underlying Unexercised Options — Exercisable (#) | Number of Securities Underlying Unexercised Options — Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Robert J. Bujarski | 02/05/15 | 8,798 | — | 23.41 | 02/05/25 | | | | | | | | 02/10/16 | 17,596 | — | 15.40 | 02/10/26 | | | | | | | | 02/15/17 | 14,343 | — | 21.08 | 02/15/27 | | | | | | | | 01/16/18 | 9,212 | — | 46.41 | 01/16/28 | | | | | | | | 02/04/19 | 7,246 | — | 59.12 | 02/04/29 | | | | | | | | 02/03/20 | 4,981 | 1,660 | 77.16 | 02/03/30 | 02/03/20(2) | 1,660 | 122,342 | | | | | 09/14/20 | 2,201 | 734 | 159.39 | 09/14/30 | 09/14/20(5) | 314 | 23,142 | | | | | 02/01/21 | 1,756 | 1,758 | 254.00 | 02/01/31 | 02/01/21(2) | 1,758 | 129,565 | | | | | | | | | | 10/15/21(2) | 780 | 57,486 | | | | | 01/31/22 | 3,219 | 9,657 | 103.36 | 01/31/32 | 01/31/22(2) | 9,659 | 711,868 | | | | | | | | | | 01/31/22(6) | 13,545 | 998,267 | | | | | | | | | | 01/31/23(4) | | | 6,091 | 448,907 | | | 03/28/23 | — | 14,775 | 87.46 | 03/28/33 | 03/28/23(2) | 14,775 | 1,088,918 | | | | Michael S. Iskra | 12/21/15 | 22,020 | — | 59.53 | 12/21/25 | | | | | | | | 12/20/19 | 25,214 | — | 119.06 | 12/20/29 | | | | | | | | 07/27/20 | 8,404 | — | 119.06 | 07/27/30 | | | | | | | | 06/01/22 | 6,941 | 13,882 | 92.74 | 06/01/32 | 06/01/22(2) | 7,188 | 529,756 | | | | | | | | | | 01/31/23(4) | | | 6,091 | 448,907 | | | 03/28/23 | — | 14,775 | 87.46 | 03/28/33 | 03/28/23(2) | 14,775 | 1,088,918 | | | | Werner Kroll, Ph.D. | 01/16/18 | 2,303 | — | 46.41 | 01/16/28 | | | | | | | | 02/04/19 | 3,924 | — | 59.12 | 02/04/29 | | | | | | | | | | | | | 02/01/21(7) | 1,313 | 96,768 | | | | | | | | | | 07/28/21(8) | 1,170 | 86,229 | | | | | | | | | | 01/31/22(6) | 7,256 | 534,767 | | | | | | | | | | 01/31/22(7) | 7,095 | 522,902 | | | | | | | | | | 03/28/23(2) | 11,433 | 842,612 | | |

  92. Outstanding Equity Awards at 2023 Fiscal Year-end

    1.Generally, stock options are time-based and vest over three to four years. For stock options that were not exercisable at December 31, 2023 and were granted on July 28, 2021, June 1, 2022 or March 28, 2023 presented in the table above, one-third of the underlying shares of common stock vest each year on the anniversary of the grant date over a three-year period. For the stock options that were not exercisable at December 31, 2023 and were granted on February 3, 2020, February 1, 2021 or January 31, 2022 presented in the table above, 25% of the underlying shares of

  93. Outstanding Equity Awards at 2023 Fiscal Year-end

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  94. Outstanding Equity Awards at 2023 Fiscal Year-end

    common stock vest each year on the anniversary of the grant date over a four-year period. For the stock options that were not exercisable at December 31, 2023 and were granted on September 14, 2020 presented in the table above, the first 50% of the underlying shares of common stock vest on the second anniversary of the grant date and the remaining 50% of the underlying shares of common stock vest in equal annual installments (25% per year) thereafter through the remainder of the four-year vesting period. 2.Represents time-based RSUs granted to the NEOs. For RSUs granted on February 3, 2020, February 1, 2021, October 15, 2021 or January 31, 2022, 25% of the RSUs vest each year on the anniversary of the grant date over a four-year period. For RSUs granted on June 1, 2022 or March 28, 2023, one-third of the RSUs vest each year on the anniversary of the grant date over a three-year period. The RSUs granted on February 28, 2023 represent Premium RSUs granted to Mr. Bryant, which were unvested at 2023 fiscal year end, but were canceled due to Mr. Bryant’s separation from the Company on February 21, 2024. 3.Represents performance-based RSUs granted to Mr. Bryant. Performance-based RSUs granted in August 2022 vest over a three-year period as follows: (a) 33% of the underlying shares of common stock will vest upon achievement of at least $60 million in cumulative cost synergies from the Combinations by December 31, 2024; (b) 33% of the underlying shares of common stock will vest upon achievement of at least $90 million in cumulative cost synergies from the Combinations by December 31, 2025; and (c) 34% of the underlying shares of common stock will vest upon achievement of cumulative worldwide sales of our Savanna® instruments of at least $380 million by December 31, 2025. The performance-based RSUs granted to Mr. Bryant were canceled when he separated from the Company in February 2024. 4.Represents performance-based RSUs granted to Messrs. Bryant, Bujarski and Iskra. Performance-based RSUs granted in January 2023 vest as follows: (a) 75% of the underlying shares of common stock will vest upon (i) our stock price reaching an average of at least 150% of the closing price on December 30, 2022 for a period of at least 30 days, and (ii) our stock price’s relation to the EBITDA multiple of a defined diagnostic peer group; and (b) 25% of the underlying shares of common stock will vest upon achievement of productivity improvements, as measured by revenue per employee, of at least 10% compared to revenue per employee as of December 31, 2022 that is maintained over a period of two consecutive quarters with a certain revenue threshold. The vesting criteria must be achieved by December 31, 2025 or the performance-based RSUs will not vest and the unvested shares will be forfeited and will not be eligible for future vesting. The performance-based RSUs granted to Mr. Bryant were canceled when he separated from the Company in February 2024. 5.Represents RSUs granted to Mr. Bujarski upon his appointment as the Company’s COO. 25% of the RSUs vest each year on the anniversary of the grant date over a four-year period. 6.Represents integration/retention equity awards granted in the form of RSUs. 50% of the RSUs vest on the second anniversary of the grant date and the remaining 50% of the RSUs vest in equal annual installments (25% per year) thereafter. 7.Represents RSUs granted to Dr. Kroll as part of his Retirement Program. One-third of the RSUs vest each year on the anniversary of the grant date over a three-year period. 8.Represents RSUs granted to Dr. Kroll for his efforts and contributions to the achievement of certain key R&D milestones. One-third of the RSUs vest each year on the anniversary of the grant date over a three-year period.

  95. Outstanding Equity Awards at 2023 Fiscal Year-end

    | QuidelOrtho | 58 | 2024 Proxy Statement |

  96. Option Exercises and RSUs Vested in Fiscal Year 2023

    Option Exercises and RSUs Vested in Fiscal Year 2023 The following table sets forth stock options that were exercised by and RSUs that vested for the NEOs during fiscal year 2023:

  97. Option Exercises and RSUs Vested in Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Douglas C. Bryant | — | — | 6,760(3) | 578,724 | | | | | 1,115(4) | 98,689 | | | | | 3,795(5) | 340,412 | | | | | 18,720(6) | 1,679,184 | | | | | 7,309(7) | 632,229 | | | | | 2,192(8) | 189,608 | | | | | 15,180(9) | 1,346,618 | | | | | 1,461(10) | 114,440 | | | | | 4,462(11) | 328,849 | | Joseph M. Busky | — | — | 5,391(12) | 461,739 | | Robert J. Bujarski | — | — | 3,219(3) | 275,579 | | | | | 879(4) | 77,800 | | | | | 1,660(5) | 148,902 | | | | | 3,623(6) | 324,983 | | | | | 2,749(7) | 237,789 | | | | | 824(8) | 71,276 | | | | | 314(13) | 23,980 | | | | | 390(14) | 324,983 | | Michael S. Iskra | — | — | 3,594(12) | 307,826 | | | | | 15,825(15) | 1,409,849 | | Werner Kroll, Ph.D. | — | — | 3,547(3) | 303,659 | | | | | 1,312(4) | 116,125 | | | | | 3,925(5) | 352,073 | | | | | 4,268(6) | 382,840 | | | | | 2,743(7) | 237,270 | | | | | 823(8) | 71,190 | | | | | 981(16) | 81,286 | | | | | 1,170(17) | 101,930 |

  98. Option Exercises and RSUs Vested in Fiscal Year 2023

    1.The value realized on exercise equals the intrinsic value of the exercise, which is the gain realized in the difference from the market price of the shares sold and the exercise price of the shares purchased. 2.The value realized on vesting equals the closing price of our common stock on the vesting date (the date the restrictions lapsed) multiplied by the number of shares with respect to which restrictions lapsed on such date. 3.During 2023, restrictions lapsed with respect to 6,760, 3,219 and 3,547 shares of RSUs held by Messrs. Bryant and Bujarski and Dr. Kroll, respectively. The closing price of our common stock on the vesting date was $85.61 per share.

  99. Option Exercises and RSUs Vested in Fiscal Year 2023

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  100. Option Exercises and RSUs Vested in Fiscal Year 2023

    4.During 2023, restrictions lapsed with respect to 1,115, 879 and 1,312 shares of RSUs held by Messrs. Bryant and Bujarski and Dr. Kroll, respectively. The closing price of our common stock on the vesting date was $88.51 per share. 5.During 2023, restrictions lapsed with respect to 3,795, 1,660 and 3,925 shares of RSUs held by Messrs. Bryant and Bujarski and Dr. Kroll, respectively. The closing price of our common stock on the vesting date was $89.70 per share. 6.During 2023, restrictions lapsed with respect to 18,720, 3,623 and 4,268 shares of RSUs held by Messrs. Bryant and Bujarski and Dr. Kroll, respectively. The closing price of our common stock on the vesting date was $89.70 per share. 7.During 2023, restrictions lapsed with respect to 7,309, 2,749 and 2,743 shares of deferred RSUs held by Messrs. Bryant and Bujarski and Dr. Kroll, respectively. The closing price of our common stock on the vesting date was $86.50 per share. 8.During 2023, restrictions lapsed with respect to 2,192, 824 and 823 shares of deferred RSUs held by Messrs. Bryant and Bujarski and Dr. Kroll, respectively. The closing price of our common stock on the vesting date was $86.50 per share. 9.During 2023, restrictions lapsed with respect to 15,180 shares of performance-based RSUs held by Mr. Bryant. The closing price of our common stock on the vesting date was $88.71 per share. 10.During 2023, restrictions lapsed with respect to 1,461 shares of RSUs held by Mr. Bryant. The closing price of our common stock on the vesting date was $78.33 per share. 11.During 2023, restrictions lapsed with respect to 4,462 shares of performance-based RSUs held by Mr. Bryant. The closing price of our common stock on the vesting date was $73.70 per share. 12.During 2023, restrictions lapsed with respect to 5,391 and 3,594 shares of RSUs held by Messrs. Busky and Iskra, respectively. The closing price of our common stock on the vesting date was $85.65 per share. 13.During 2023, restrictions lapsed with respect to 314 shares of RSUs held by Mr. Bujarski. The closing price of our common stock on the vesting date was $76.37 per share. 14.During 2023, restrictions lapsed with respect to 390 shares of RSUs held by Mr. Bujarski. The closing price of our common stock on the vesting date was $68.02 per share. 15.During 2023, restrictions lapsed with respect to 15,825 shares of RSUs held by Mr. Iskra. The closing price of our common stock on the vesting date was $89.09 per share. 16.During 2023, restrictions lapsed with respect to 981 shares of RSUs held by Dr. Kroll. The closing price of our common stock on the vesting date was $82.86 per share. 17.During 2023, restrictions lapsed with respect to 1,170 shares of RSUs held by Dr. Kroll. The closing price of our common stock on the vesting date was $87.12 per share.

  101. Option Exercises and RSUs Vested in Fiscal Year 2023

    | QuidelOrtho | 60 | 2024 Proxy Statement |

  102. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth compensation deferred by each NEO during fiscal year 2023:

  103. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/Distributions in Last FY(4) ($) | Aggregate Balance at Last FYE(5) ($) | | Douglas C. Bryant | — | 351,072 | (377,654) | (821,837) | 1,980,319 | | Joseph M. Busky | — | — | — | — | — | | Robert J. Bujarski | — | 36,900 | (52,934) | (309,065) | 344,194 | | Michael S. Iskra | — | — | — | — | — | | Werner Kroll, Ph.D. | — | — | 2,960 | (308,459) | 1 |

  104. Nonqualified Deferred Compensation

    1.Represents the amount of incentive compensation deferred under the 2023 Employee Deferred Compensation Plan by each NEO. The amount is included as a component of “Non-equity Incentive Plan Compensation” for 2023 in the Summary Compensation Table. 2.Represents the 10%, 20% or 30% Premium RSUs that vested in the year. 3.Represents the change in value of the deferred incentive compensation for each NEO relating to the 2019 Employee Deferred Compensation Plan, 2020 Employee Deferred Compensation Plan, 2021 Employee Deferred Compensation Plan, 2022 Employee Deferred Compensation Plan and 2023 Employee Deferred Compensation Plan (collectively, the “Deferred Bonus Plans”). 4.Represents the market value of the stock on the date of distribution to Messrs. Bryant and Bujarski and Dr. Kroll in accordance with their respective specified distribution elections. 5.Aggregate deferrals include deferrals from the Deferred Bonus Plans. Each employee participating in a Deferred Bonus Plan is eligible for Premium RSUs equal to either 10%, 20% or 30% of the deferred cash incentive bonus, depending on the length of deferral elected by the employee. Pursuant to the Deferred Bonus Plans, (a) Mr. Bryant received the following RSUs on January 31, 2022, August 22, 2022 and February 28, 2023: 3,440 shares (including 794 Premium RSUs), 13,362 shares (including 3,140 Premium RSUs) and 13,929 shares (including 3,273 Premium RSUs), respectively, and (b) Mr. Bujarski received the following RSUs on February 10, 2020, January 11, 2021 and January 31, 2022: 1,367 shares (including 315 Premium RSUs), 1,756 shares (including 405 Premium RSUs) and 1,547 shares (including 357 Premium RSUs), respectively. Such prior year deferred amounts were reported as compensation to each respective NEO for the respective prior years in the “Stock Awards” and “Non-equity Incentive Plan Compensation” columns of the Summary Compensation Table (with Premium RSUs being reported as “Stock Awards” in the year of grant and Converted RSUs being reported as “Non-equity Incentive Plan Compensation” in the year with respect to which the deferred cash incentive bonus was earned).

  105. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information regarding the relationship of the annual total compensation of our former CEO and that of our “median employee,” as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with these pay ratio disclosure rules. In determining the pay ratio information, we used the following methodology, as permitted by the SEC’s pay ratio disclosure rules: •We concluded that we could continue to use the same median employee identified in 2022 as there had been no change in the median employee population or employee compensation arrangements that we reasonably believe would significantly affect the pay ratio disclosure. We selected December 31, 2022 as our determination date to identify the median employee. •We used total cash compensation during the 2022 fiscal year as a consistently applied compensation measure to identify our median employee, excluding our former CEO. For this purpose, we define total cash compensation as base wages. We did not include incentive cash compensation because our incentive cash compensation program does not extend throughout the organization and would therefore not be expected to impact the determination of the median employee. Once our median employee was identified in the manner described above, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of our former CEO, as reported in the Summary Compensation Table above.

  106. CEO Pay Ratio

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  107. CEO Pay Ratio

    For our 2023 fiscal year: •The annual total compensation of the median employee was $98,005; •The annual total compensation of our former CEO, as reported in the Summary Compensation Table, was $6,757,143; and •The ratio of the annual total compensation of our former CEO to the annual total compensation of the median employee was estimated to be 69 to 1. It should be noted that the SEC’s pay ratio disclosure rules provide reporting companies with flexibility in determining the methodology used to identify the median employee and the pay ratio. Accordingly, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry.

  108. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance metrics of the Company. For further information on the Company’s pay-for-performance philosophy and how the Company’s executive compensation is designed to align with the Company’s performance, refer to the “—Compensation Discussion and Analysis” section.

  109. Pay Versus Performance

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net (Loss) Income (in millions)(7) ($) | Adjusted EBITDA (in millions)(8) ($) | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | | | | 2023 | 6,757,143 | 3,955,336 | 2,924,669 | 2,029,077 | 98.23 | 106.34 | (10.1) | 723.2 | | 2022 | 12,885,604 | 6,654,018 | 3,831,285 | 2,506,945 | 114.18 | 99.81 | 548.7(9) | 1,331.0(9) | | 2021 | 5,464,148 | 3,080,082 | 2,465,773 | 1,985,148 | 179.91 | 125.33 | 704.2 | 970.8 | | 2020 | 7,177,709 | 27,887,022 | 2,193,998 | 8,787,817 | 239.44 | 130.04 | 810.3 | 1,115.3 |

  110. Pay Versus Performance

    1.The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table for Mr. Bryant, who served as our President and CEO for each of the periods reflected above. In 2022, Mr. Bryant received a success cash bonus award and 25% of his integration/retention cash bonus award that was paid upon the closing of the Combinations and the remaining 75% was paid in 2023. 2.The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:

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  112. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 6,757,143 | (4,931,761) | 2,129,954 | 3,955,336 | | 2022 | 12,885,604 | (8,069,506) | 1,837,920 | 6,654,018 | | 2021 | 5,464,148 | (4,049,862) | 1,665,796 | 3,080,082 | | 2020 | 7,177,709 | (5,199,655) | 25,908,968 | 27,887,022 |

  113. Pay Versus Performance

    a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. b.The equity award adjustments for each applicable year include, if applicable, the addition (or subtraction, as applicable) of the following: i.the year-end fair value of any equity awards granted in the applicable year that were outstanding and unvested as of the end of the year; ii.the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the applicable year; iii.for awards that were granted and vested in the applicable year, the fair value as of the vesting date; iv.for awards granted in prior years that vested in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); v.for awards granted in prior years that failed to meet the vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and vi.the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for our PEO are as follows:

  114. Pay Versus Performance

    | Year | Year-end Fair Value of Equity Awards Granted in the Year and Unvested at the End of the Year ($) | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value ($) | Total Equity Award Adjustments ($) | | 2023 | 3,641,816 | (1,314,248) | N/A | (197,614) | N/A | N/A | 2,129,954 | | 2022 | 7,093,960 | (3,895,214) | N/A | (1,360,826) | N/A | N/A | 1,837,920 | | 2021 | 2,436,411 | (4,707,366) | N/A | 3,936,751 | N/A | N/A | 1,665,796 | | 2020 | 10,656,560 | 15,099,356 | N/A | 153,052 | N/A | N/A | 25,908,968 |

  115. Pay Versus Performance

    3.The dollar amounts reported represent the average of the amounts reported for the NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table for each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Busky, Bujarski and Iskra and Dr. Kroll; (ii) for 2022, Mr. Steward, who served as our CFO until May 27, 2022, Mr. Busky, who became our CFO effective May 27, 2022, Mr. Bujarski, Ms. Hodges and Dr. Kroll; (iii) for 2021, Messrs. Steward and Bujarski, Ms. Hodges and Dr. Kroll; and (iv) for 2020, Messrs. Steward and Bujarski, Dr. Kroll and Ratan S. Borkar. In 2022, Messrs. Bujarski and Steward, Ms. Hodges and Dr. Kroll received a success cash bonus award and/or 25% of their integration/retention cash bonus award that were paid upon the closing of the Combinations, with the remaining 75% paid in 2023. Mr. Busky also received a transaction bonus and 40% of his retention bonus that was paid upon the closing of the Combinations, with the remaining 60% paid in 2023.

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  117. Pay Versus Performance

    4.The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described in Note 2 above:

  118. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,924,669 | (1,987,293) | 1,091,701 | 2,029,077 | | 2022 | 3,831,285 | (2,116,041) | 791,701 | 2,506,945 | | 2021 | 2,465,773 | (1,745,137) | 1,264,512 | 1,985,148 | | 2020 | 2,193,998 | (1,258,951) | 7,852,770 | 8,787,817 |

  119. Pay Versus Performance

    a.The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  120. Pay Versus Performance

    | Year | Average Year-end Fair Value of Equity Awards Granted in the Year and Unvested at the End of the Year ($) | Year-over- Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-over- Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value ($) | Total Average Equity Award Adjustments ($) | | 2023 | 1,538,467 | (291,650) | N/A | (155,116) | N/A | N/A | 1,091,701 | | 2022 | 1,774,637 | (620,798) | N/A | (362,138) | N/A | N/A | 791,701 | | 2021 | 1,257,732 | (968,170) | N/A | 974,950 | N/A | N/A | 1,264,512 | | 2020 | 2,667,552 | 4,785,750 | N/A | 399,468 | N/A | N/A | 7,852,770 |

  121. Pay Versus Performance

    5.Cumulative TSR is calculated based on a fixed investment of $100 from the beginning of calendar year 2020 (the earliest year in the table) through the end of the applicable year, assuming reinvestment of dividends. 6.Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: NASDAQ Healthcare Composite Index. 7.The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. 8.Adjusted EBITDA consists of net income before interest expense, net, provision for (benefit from) income taxes and depreciation and amortization and eliminates (i) certain non-operating income or expense items and (ii) impacts of certain non-cash, unusual or other items that are included in net income, which we do not consider indicative of our ongoing operating performance. 9.In 2022, Net Income decreased to $548.7 million while Adjusted EBITDA increased to $1,331.0 million, primarily due to the closing of the Combinations, which resulted in one-time increased costs in 2022, including higher depreciation and amortization expense, acquisition and integration costs and interest expenses (the “Increased Costs”). Specifically, the 2022 decrease in Net Income was impacted by the Increased Costs while the 2022 increase in Adjusted EBITDA was primarily driven by the inclusion of Ortho’s Adjusted EBITDA and the Increased Costs were excluded from Adjusted EBITDA, as described in Note 8 above.

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  123. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While the Company utilizes several performance measures to align executive compensation with the Company’s performance, all such performance measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table:

  124. Analysis of the Information Presented in the Pay versus Performance Table

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  125. Analysis of the Information Presented in the Pay versus Performance Table

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  126. Analysis of the Information Presented in the Pay versus Performance Table

    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth the number of shares of our common stock beneficially owned as of March 18, 2024 by (1) each person known by us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors and nominees, (3) each of the NEOs (as included in the Summary Compensation Table herein) and (4) all current directors and executive officers as a group. On March 18, 2024, there were 66,878,683 shares of our common stock outstanding.

  127. Analysis of the Information Presented in the Pay versus Performance Table

    | | Beneficial Ownership of Common Stock(1)(2) | | | | Number of Shares (#) | Percent of Class (%) | | >5% Stockholders | | | | The Carlyle Group Inc.(3) 1001 Pennsylvania Avenue, N.W., Suite 220 Washington, D.C. 20004 | 12,460,183 | 18.6 | | T. Rowe Price Investment Management, Inc.(4) 101 E. Pratt Street Baltimore, Maryland 21201 | 8,698,143 | 13.0 | | The Vanguard Group(5) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 4,841,410 | 7.2 | | BlackRock, Inc.(6) 50 Hudson Yards New York, New York 10001 | 4,797,921 | 7.2 | | Directors | | | | Kenneth F. Buechler(7) | 115,720 | * | | Evelyn S. Dilsaver(8) | 3,199 | * | | Edward L. Michael(9) | 16,756 | * | | Mary Lake Polan(10) | 27,990 | * | | James R. Prutow | — | — | | Ann D. Rhoads(11) | 6,817 | * | | Robert R. Schmidt | — | — | | Matthew W. Strobeck(12) | 65,462 | * | | Kenneth J. Widder(13) | 48,415 | * |

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  129. Analysis of the Information Presented in the Pay versus Performance Table

    | | Beneficial Ownership of Common Stock(1)(2) | | | | Number of Shares (#) | Percent of Class (%) | | Joseph D. Wilkins Jr. | 4,161 | * | | Named Executive Officers | | | | Douglas C. Bryant(14) | 774,513 | 1.2 | | Joseph M. Busky(15) | 61,642 | * | | Robert J. Bujarski(16) | 132,010 | * | | Michael S. Iskra(17) | 83,627 | * | | Werner Kroll(18) | 43,276 | * | | All current directors and executive officers as a group (16 persons)(19) | 640,317 | 1.0 |

  130. Analysis of the Information Presented in the Pay versus Performance Table

    * Indicates ownership of less than 1% of our outstanding common stock. 1.Beneficial ownership is determined in accordance with SEC rules. Unless otherwise noted, and subject to applicable community property laws, each director and executive officer has sole voting and dispositive power with respect to the shares indicated. The address for our directors and executive officers is c/o QuidelOrtho Corporation, 9975 Summers Ridge Road, San Diego, California 92121. 2.Shares of common stock subject to stock options or RSUs exercisable or vesting on or within 60 days of March 18, 2024 are deemed outstanding for computing the number of shares and the percentage ownership of the person holding such stock options or RSUs, but are not deemed outstanding for computing the percentage ownership of any other person. 3.Based on information reported in a Schedule 13D filed with the SEC on June 6, 2022 by The Carlyle Group Inc., which reported beneficial ownership of 12,460,183 shares of common stock with respect to which The Carlyle Group Inc. has shared voting and dispositive power over 12,460,183 shares. The Schedule 13D indicates that the schedule is filed by the following persons: The Carlyle Group Inc., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group VI Cayman, L.L.C., TC Group VI Cayman, L.P. and Carlyle Partners VI Cayman Holdings, L.P. 4.Based on information reported in Amendment No. 2 to a Schedule 13G filed with the SEC on February 14, 2024 by T. Rowe Price Investment Management, Inc., which reported beneficial ownership of 8,698,143 shares of common stock with respect to which T. Rowe Price Investment Management, Inc. has sole voting power of 3,717,700 shares and sole dispositive power over 8,698,143 shares. 5.Based on information reported in Amendment No. 1 to a Schedule 13G filed with the SEC on February 13, 2024 by The Vanguard Group, which reported beneficial ownership of 4,841,410 shares of common stock with respect to which The Vanguard Group has shared voting power over 21,357 shares, sole dispositive power over 4,765,981 shares and shared dispositive power over 75,429 shares. 6.Based on information reported in Amendment No. 2 to a Schedule 13G filed with the SEC on January 26, 2024 by BlackRock, Inc., which reported beneficial ownership of 4,797,921 shares of common stock with respect to which BlackRock, Inc. has sole voting power over 4,647,341 shares and sole dispositive power over 4,797,921 shares. 7.Includes (i) 23,898 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of March 18, 2024, (ii) 657 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of March 18, 2024, (iii) 14,041 shares of common stock underlying an equal number of fully vested RSUs over which Dr. Buechler has no voting or dispositive power, (iv) 200 shares of common stock that are beneficially owned by Dr. Buechler as custodian of his children’s Uniform Transfers to Minors Act accounts and (v) 200 shares of common stock jointly owned with his children. 8.Includes 402 shares of common stock underlying an equal number of fully vested RSUs over which Ms. Dilsaver has no voting or dispositive power. 9.Includes (i) 462 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of March 18, 2024 and (ii) 3,470 shares of common stock underlying an equal number of fully vested RSUs over which Mr. Michael has no voting or dispositive power. 10.Includes (i) 355 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of March 18, 2024, (ii) 6,897 shares of common stock underlying an equal number of fully vested RSUs over which Dr. Polan has no voting or dispositive power and (iii) 17,353 shares of

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  132. Analysis of the Information Presented in the Pay versus Performance Table

    common stock held by a Grantor Retained Annuity Trust (Dr. Polan has sole voting and dispositive power with respect to such shares in her capacity as the sole trustee of such trust). 11.Includes 2,321 shares of common stock underlying an equal number of fully vested RSUs over which Ms. Rhoads has no voting or dispositive power. 12.Includes (i) 259 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of March 18, 2024, (ii) 38,145 shares of common stock held by Birchview Fund, LLC (Dr. Strobeck has sole voting and dispositive power with respect to such shares in his capacity as the Managing Partner of such entity), (iii) 10,430 shares of common stock held directly by Dr. Strobeck and (iv) 16,628 shares of common stock beneficially owned by Dr. Strobeck as custodian of his children’s Uniform Gift to Minors Act and other accounts. 13.Includes (i) 22,440 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of March 18, 2024, (ii) 426 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of March 18, 2024 and (iii) 3,252 shares of common stock underlying an equal number of fully vested RSUs over which Dr. Widder has no voting or dispositive power. 14.Includes (i) 177,378 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of March 18, 2024 and (ii) 27,458 shares of common stock underlying an equal number of fully vested RSUs over which Mr. Bryant has no voting or dispositive power. 15.Includes (i) 50,419 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of March 18, 2024, (ii) 4,925 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of March 18, 2024 and (iii) 2,150 shares of common stock held by a Revocable Trust (Mr. Busky has shared voting and dispositive power with respect to such shares in his capacity as a trustee of such trust). 16.Includes (i) 80,035 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of March 18, 2024 (ii) 4,925 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of March 18, 2024 and (iii) 4,670 shares of common stock underlying an equal number of fully vested RSUs over which Mr. Bujarski has no voting or dispositive power. 17.Includes(i) 67,504 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of March 18, 2024 and (ii) 4,925 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of March 18, 2024 . 18.Includes (i) 6,227 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of March 18, 2024 and (ii) 3,811 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of March 18, 2024 . 19.All directors and executive officers as a group, and includes an aggregate of (i) 263,981 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of March 18, 2024, (ii) 24,407 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of March 18, 2024 and (iii) 36,277 shares of common stock underlying an equal number of fully vested RSUs over which no individual has voting or dispositive power. Except for the information relating to stock options and RSUs, all information with respect to beneficial ownership of shares of common stock in this section is based on filings made by the respective beneficial owners with the SEC or information the beneficial owners provided to us.