DEF 14A of QuidelOrtho Corp
Filed Apr 8, 2025 · FY20240001906324-25-000045
Director Nominees
Director Nominees We are seeking your vote FOR ALL of the director nominees below:
Director Nominees
| Name | Age | Director Since | Principal Occupation | | Brian J. Blaser | 60 | 2024 | President and Chief Executive Officer of QuidelOrtho | | Kenneth F. Buechler, Ph.D., Chair | 71 | 2007 | Co-founder and former President and Chief Scientific Officer of Biosite, Inc. | | John R. Chiminski | 61 | 2024 | Former Executive Chair, President and Chief Executive Officer of Catalent, Inc. | | Evelyn S. Dilsaver | 69 | 2022 | Former President and Chief Executive Officer of Charles Schwab Investment Management | | R. Scott Huennekens | 60 | 2024 | Former Chairman, President and Chief Executive Officer of Verb Surgical, Inc. | | Edward L. Michael | 68 | 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. | 81 | 1993 | Professor of Clinical Obstetrics, Gynecology and Reproductive Sciences, Yale University School of Medicine | | Ann D. Rhoads | 59 | 2020 | Former Chief Financial Officer of Forty Seven, Inc. | | Matthew W. Strobeck, Ph.D. | 52 | 2018 | Managing Partner of Birchview Capital | | Kenneth J. Widder, M.D. | 72 | 2014 | Former Chief Executive Officer of Sydnexis, Inc. | | Joseph D. Wilkins Jr. | 63 | 2021 | Senior Advisor for THEO Transformation Advisory and former executive at Atlantic Health System, Quest Diagnostics and Danaher-Beckman Coulter |
Director Nominees
| QuidelOrtho | 2 | 2025 Proxy Statement |
Director Nominees
| Table of Contents | Proxy Statement Summary |
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 11. Our directors are elected at each annual meeting of stockholders for a one-year term. The Nominating and Corporate Governance Committee of the Board (the “Nominating and Governance Committee”) has recommended, and our Board has nominated Brian J. Blaser, Kenneth F. Buechler, John R. Chiminski, Evelyn S. Dilsaver, R. Scott Huennekens, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder and Joseph D. Wilkins Jr. for election to our Board at the Annual Meeting. In this Proposal One, stockholders are being asked to elect each of the 11 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. Mr. Blaser was appointed to the Board on May 15, 2024 in connection with his appointment as our President and Chief Executive Officer (“CEO”) and Messrs. Chiminski and Huennekens were both appointed to the Board on December 6, 2024 upon the recommendation of the Nominating and Governance Committee after a robust search with the support of a third-party search firm. Each of the other nominees was most recently elected by stockholders at the 2024 annual meeting of stockholders. Each of the 11 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 received by the Company 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.
Nominees for Election
| QuidelOrtho | 10 | 2025 Proxy Statement |
Nominees for Election
| Table of Contents | Proposal One |
Biographical Information
Biographical Information
Biographical Information
| Brian J. Blaser PRESIDENT AND CHIEF EXECUTIVE OFFICER Age: 60 Director Since: 2024 Committees: None | Mr. Blaser has served as our President and CEO since May 6, 2024 and a director since May 15, 2024. Prior to that, Mr. Blaser most recently served as Executive Vice President, Diagnostic Products of Abbott Laboratories, a global medical device company, from 2012 to June 2019, where he oversaw the company’s global diagnostics organization, including its core laboratory, point of care, rapid diagnostics and molecular diagnostics businesses. Prior to that role, Mr. Blaser served in various strategic, operational and diagnostic roles at Abbott Laboratories, since joining the company in 2004. Previously, he served in various leadership positions in operations, finance and engineering at the Ortho Clinical Diagnostics division of Johnson & Johnson, Eastman Kodak and General Motors. Mr. Blaser served on the board of directors of Quanterix Corp., a life sciences company, from 2023 to 2024. He also previously served on the board of directors of Meridian Bioscience Inc. and as senior advisor to McKinsey & Company. He currently serves as the Advisory Council Chair of the University of Dayton School of Engineering and a director of Advanced Medical Technology Association. Mr. Blaser received his M.B.A. with a Finance concentration from the Rochester Institute of Technology and his B.Sc. in Mechanical Engineering Technology from the University of Dayton. Mr. Blaser brings extensive diagnostics and senior leadership experience through his 15 years at Abbott Laboratories and his tenure at Ortho Clinical Diagnostics. He also has substantial governance experience through his service on the boards of other public companies. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: •Quanterix Corp. until 2024 |
Biographical Information
| QuidelOrtho | 11 | 2025 Proxy Statement |
Biographical Information
| Proposal One | Table of Contents |
Biographical Information
| Kenneth F. Buechler, Ph.D. CHAIR OF THE BOARD INDEPENDENT Age: 71 Director Since: 2007 Committees: Nominating and Governance Committee and Science and Technology Committee (Chair) | 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. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: None |
Biographical Information
| QuidelOrtho | 12 | 2025 Proxy Statement |
Biographical Information
| Table of Contents | Proposal One |
Biographical Information
| John R. Chiminski INDEPENDENT Age: 61 Director Since: 2024 Committees: None | Mr. Chiminski most recently served as the Executive Chair of Catalent, Inc., a global contract development and manufacturing organization, from July 2022 to June 2023 and previously served as its President and Chief Executive Officer from March 2009 to July 2022. He joined Catalent after more than 20 years of experience at GE Healthcare in engineering, operations, and senior leadership roles. From 2007 to 2009, Mr. Chiminski was President and Chief Executive Officer of GE Medical Diagnostics. From 2005 to 2007, he served as Vice President and General Manager of GE Healthcare’s Global Magnetic Resonance Business, and from 2001 to 2005, as Vice President and General Manager of Global Healthcare Services. Earlier at GE, he held various cross-functional leadership positions in both manufacturing and engineering. Mr. Chiminski holds a B.S. from Michigan State University and an M.S. from Purdue University, both in electrical engineering, as well as a Master’s degree in Management from the Kellogg School of Management at Northwestern University. Mr. Chiminski brings substantial executive leadership experience through his former roles as President and Chief Executive Officer of Catalent, Inc. from 2009 to 2022 and GE Medical Diagnostics from 2007 to 2009. He has extensive industry expertise through his service in various senior leadership roles at GE Healthcare and has significant experience serving on the board of directors of various public companies. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: •Catalent, Inc. until 2023 •PhenomeX Inc. until 2023 |
Biographical Information
| QuidelOrtho | 13 | 2025 Proxy Statement |
Biographical Information
| Proposal One | Table of Contents |
Biographical Information
| Evelyn S. Dilsaver INDEPENDENT Age: 69 Director Since: 2022 Committees: Audit Committee | 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. 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) •PACS Group - Nominating and Corporate Governance Committee (Chair), Audit Committee and Compensation Committee Prior Public Company Directorships Within the Past 5 Years: •Ortho Clinical Diagnostics Holdings plc until May 2022 – Audit Committee (Chair) |
Biographical Information
| QuidelOrtho | 14 | 2025 Proxy Statement |
Biographical Information
| Table of Contents | Proposal One |
Biographical Information
| R. Scott Huennekens INDEPENDENT Age: 60 Director Since: 2024 Committees: None | Mr. Huennekens most recently served as Interim President and Chief Executive Officer of Hyperfine, Inc., a medical technology company, from July 2022 to October 2022. Prior to this role, he served as the President, Chief Executive Officer and Chair of the board of directors of Verb Surgical, Inc. from August 2015 to January 2019. Prior to joining Verb Surgical, Mr. Huennekens was President, Chief Executive Officer and a board member of Volcano Corporation from March 2002 to February 2015. Mr. Huennekens currently serves as Chair of the board of directors of Envista Holdings Corporation and Hyperfine, Inc. and as a director of NeuroPace Inc. He was previously on the board of directors of Acutus Medical, Inc., NuVasive, Inc., Reva Medical, Inc., ViewRay, Inc., EndoChoice Holdings and Bellerophon Therapeutics Inc. Mr. Huennekens holds a B.S. in Business Administration from the University of Southern California and an M.B.A. from Harvard Business School. Mr. Huennekens has more than fifteen years of executive leadership experience through his former roles as President and Chief Executive Officer of Hyperfine, Inc. from July 2022 to October 2022, Verb Surgical, Inc. from August 2015 to January 2019 and Volcano Corporation from 2002 to 2015. He also brings significant experience serving on the board of directors of various public companies. Other Current Public Company Directorships: •Envista Holdings Corporation •Hyperfine, Inc. •NeuroPace Inc. Prior Public Company Directorships Within the Past 5 Years: •Acutus Medical, Inc. until January 2024 |
Biographical Information
| Edward L. Michael INDEPENDENT Age: 68 Director Since: 2018 Committees: Compensation Committee (Chair) and Science and Technology Committee | 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 boards 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 understanding of technology utilized by the Company through his executive leadership positions at Abbott Laboratories. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: None |
Biographical Information
| QuidelOrtho | 15 | 2025 Proxy Statement |
Biographical Information
| Proposal One | Table of Contents |
Biographical Information
| Mary Lake Polan, M.D., Ph.D., M.P.H. INDEPENDENT Age: 81 Director Since: 1993 Committees: Compensation Committee and Science and Technology Committee | 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. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: •ChemBio Diagnostics until 2021 |
Biographical Information
| QuidelOrtho | 16 | 2025 Proxy Statement |
Biographical Information
| Table of Contents | Proposal One |
Biographical Information
| Ann D. Rhoads INDEPENDENT Age: 59 Director Since: 2020 Committees: Audit Committee (Chair) | Ms. Rhoads most recently served as Chief Financial Officer of Forty Seven, Inc., a formerly 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 formerly 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 Harvard Business School. 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. 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: None |
Biographical Information
| QuidelOrtho | 17 | 2025 Proxy Statement |
Biographical Information
| Proposal One | Table of Contents |
Biographical Information
| Matthew W. Strobeck, Ph.D. INDEPENDENT Age: 52 Director Since: 2018 Committees: Audit Committee and Science and Technology Committee | Dr. Strobeck has served as the Managing Partner of Birchview Capital, an investment firm, 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 firm’s 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 Biodesix, Inc. 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 and Westfield Capital Management. Dr. Strobeck also has significant leadership and governance experience through his service on the boards of various diagnostic and medical device companies. Other Current Public Company Directorships: •Biodesix, Inc. – Audit Committee and Nominating and Corporate Governance Committee Prior Public Company Directorships Within the Past 5 Years: •Accelerate Diagnostics, Inc. until 2024 |
Biographical Information
| Kenneth J. Widder, M.D. INDEPENDENT Age: 72 Director Since: 2014 Committees: Nominating and Governance Committee (Chair) and Science and Technology Committee | 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 was a founder, Chairman and Chief Executive Officer of Sydnexis, Inc., a private company developing low dose atropine for the treatment of myopia progression in children 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 leading and investing in 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 into the Company’s research pipeline, strategic direction and marketing position from the perspectives of both an executive and a physician. 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 |
Biographical Information
| QuidelOrtho | 18 | 2025 Proxy Statement |
Biographical Information
| Table of Contents | Proposal One |
Biographical Information
| Joseph D. Wilkins Jr. INDEPENDENT Age: 63 Director Since: 2021 Committees: Compensation Committee and Nominating and Governance Committee | Mr. Wilkins currently serves as senior advisor for THEO Transformation Advisory, an advisory group, 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. He also held various executive leadership roles at Danaher-Beckman Coulter for approximately 28 years. Mr. Wilkins serves on the board of directors of Providence Health and Services, one of the nation’s largest healthcare systems, and the board of TGR Foundation, founded by Tiger Woods. Mr. Wilkins earned a B.A. and an M.B.A. in healthcare finance from Argosy University, is board-certified in healthcare management and serves as a 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 an integrated healthcare delivery system company and as a venture capital investor. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: None |
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.
Biographical Information
| VOTE The Board recommends that stockholders vote “FOR ALL” director nominees set forth above. |
Biographical Information
| QuidelOrtho | 19 | 2025 Proxy Statement |
Biographical Information
Corporate Governance
Board Meetings, Committees of the Board and Related Matters
Board Meetings, Committees of the Board and Related Matters The Board has a standing Audit Committee, Compensation Committee (the “Compensation Committee”), Nominating and Governance Committee and Science and Technology Committee (the “Science and Technology Committee”). The Board held 11 meetings, excluding committee meetings, during the year ended December 29, 2024. During the year ended December 29, 2024, all current directors attended at least 75% of all meetings of the Board and its committees, if any, on which they served during the period in which they were on the Board or committee. On average, directors attended greater than 97% of all Board and committee meetings in 2024. Information about our Board committees and membership is as follows:
Board Meetings, Committees of the Board and Related Matters
| | Committee | | | | | Director Name | Audit | Compensation | Nominating and Governance | Science and Technology | | Brian J. Blaser(1) | | | | | | Kenneth F. Buechler, Ph.D. | | | ✓ | Chair | | John R. Chiminski(1) | | | | | | Evelyn S. Dilsaver | ✓ | | | | | R. Scott Huennekens(1) | | | | | | Edward L. Michael | | Chair | | ✓ | | Mary Lake Polan, M.D., Ph.D., M.P.H. | | ✓ | | ✓ | | Ann D. Rhoads | Chair | | | | | Matthew W. Strobeck, Ph.D. | ✓ | | | ✓ | | Kenneth J. Widder, M.D. | | | Chair | ✓ | | Joseph D. Wilkins Jr. | | ✓ | ✓ | | | Number of Committee Meetings Held in 2024: | 8 | 4 | 5 | 4 |
Board Meetings, Committees of the Board and Related Matters
✓ = Committee Member Chair = Committee Chair 1.Mr. Blaser joined the Board on May 15, 2024 and did not serve on any committee during 2024. Messrs. Chiminski and Huennekens joined the Board on December 6, 2024 and did not serve on any committee during 2024. The Board expects to appoint Mr. Chiminski to the Audit Committee and Science and Technology Committee and Mr. Huennekens to the Nominating and Governance Committee and Compensation Committee upon their election to the Board at the Annual Meeting.
Board Meetings, Committees of the Board and Related Matters
| QuidelOrtho | 21 | 2025 Proxy Statement |
Board Meetings, Committees of the Board and Related Matters
| Corporate Governance | Table of Contents |
Deferred Compensation Program for Non-employee Directors
| Director Compensation | Table of Contents |
Annual Equity Awards
| Table of Contents | Director Compensation |
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 29, 2024, other than our current CEO and former CEO who each did not receive additional compensation as a director:
Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Kenneth F. Buechler, Ph.D. | 162,500 | 259,459 | 421,959 | | John R. Chiminski(3) | — | 96,393 | 96,393 | | Evelyn S. Dilsaver | 73,750 | 210,000 | 283,750 | | R. Scott Huennekens(3) | — | 96,393 | 96,393 | | Edward L. Michael | 93,750 | 238,499 | 332,249 | | Mary Lake Polan, M.D., Ph.D., M.P.H. | 73,750 | 232,493 | 306,243 | | James R. Prutow(4) | 60,833 | 224,995 | 285,828 | | Ann D. Rhoads | 98,750 | 219,968 | 318,718 | | Robert R. Schmidt(4) | 43,334 | — | 43,334 | | Matthew W. Strobeck, Ph.D. | 73,750 | 210,000 | 283,750 | | Kenneth J. Widder, M.D. | 88,750 | 236,966 | 325,716 | | Joseph D. Wilkins Jr. | 73,750 | 210,000 | 283,750 |
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 did not receive an annual cash retainer for his service on the Board in his personal capacity due to his employment and affiliation with the Carlyle Stockholder. Instead, in 2024, the Carlyle Stockholder received a pro-rated annual remuneration of $43,334 for Mr. Schmidt’s service on the Board. Such amount is reflected in this column for Mr. Schmidt, but paid directly to the Carlyle Stockholder. The amounts for Messrs. Chiminski, Huennekens, Prutow and Schmidt have been pro-rated for the respective time periods they served as directors in 2024. 2.This column represents the grant date fair value with respect to the RSUs and Director Premium RSUs granted in 2024. For additional information on the valuation assumptions with respect to the 2024 grants, see the “—Annual Equity Awards” section above and Note 13 of our Consolidated Financial Statements in the Annual Report. At December 29, 2024, the aggregate number of RSUs, including Covered Fees RSUs and Director Premium RSUs, held by each non-employee director was: Dr. Buechler 23,882 shares; Mr. Chiminski 2,523 shares; Ms. Dilsaver 5,411 shares; Mr. Huennekens 2,523 shares; Mr. Michael 11,146 shares; Dr. Polan 15,954 shares; Ms. Rhoads 7,546 shares; Dr. Strobeck 4,929 shares; Dr. Widder 10,793 shares; and Mr. Wilkins Jr. 4,929 shares. At December 29, 2024, the aggregate number of stock options held by each non-employee director was: Dr. Buechler 23,898 shares; Dr. Strobeck 259 shares; and Dr. Widder 19,107 shares. At December 29, 2024, Mr. Schmidt did not hold any outstanding equity awards as of such date. Mr. Prutow’s annual equity award and Director Premium RSUs and the unvested portion of his Covered Fees RSUs for 2024 were canceled as a result of his resignation from the Board in November 2024. 3.Messrs. Chiminski and Huennekens joined the Board in December 2024. 4.Messrs. Prutow and Schmidt resigned from the Board in November 2024.
Director Compensation Table
| QuidelOrtho | 35 | 2025 Proxy Statement |
Director Compensation Table
| Director Compensation | Table of Contents |
2025 Director Compensation
2025 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 that there would be no change to director compensation in 2025 from the previous year.
Overview and Philosophy
Overview and Philosophy The core objectives of our compensation program continue to be to (1) support our mission, strategic imperatives and values by adopting a “pay-for-performance” philosophy that provides incentives to our executive officers and employees that are designed to support these core principles; (2) create stockholder value and align the interests of management with those of our stockholders; and (3) attract, retain and motivate highly qualified and experienced executives. To advance these objectives, our compensation program is designed with the following principles: •provide an opportunity for the Company to communicate to our executive officers our performance expectations and priorities directly through the selection of financial and other performance measures on which executive compensation is based, and align payouts with achievement of those performance measures; •align compensation so that management shares in the value created from their efforts and the Company’s compensation expense is correlated to its profitability and stockholder returns; •balance rewards appropriately between efforts and results; •offer a competitive total compensation opportunity; and •provide 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 short-term performance of the Company and the individuals; and (3) long-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 2024 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 2024 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 2024 annual meeting of stockholders with over 94% of votes cast in favor of the compensation of our named executive officers.
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.
Use of Independent Compensation Consultant
| QuidelOrtho | 40 | 2025 Proxy Statement |
Use of Independent Compensation Consultant
| Table of Contents | Executive Compensation |
Compensation Program Design and Key Elements Used to Achieve Compensation Objectives
Compensation Program Design and Key Elements Used to Achieve Compensation Objectives The Compensation Committee generally reviews our executive compensation practices on an annual basis. As an initial step of this review process, the Compensation Committee, with the support of Compensia and management, reviews the composition of our peer group. The overall purpose of this peer group is to provide a market frame of reference for evaluating our current or proposed compensation arrangements, understanding compensation trends among comparable companies, and reviewing other compensation-related topics that may arise. The companies in our peer group are selected based on various criteria, including revenue and market capitalization. Our 2024 peer group was drawn from publicly-traded biotechnology, healthcare equipment, healthcare supplies and life sciences tools and services companies, headquartered in the United States with: •annual revenue generally between $1.24 billion and $7.75 billion; and •market capitalization generally between $1.4 billion and $23.7 billion. For 2023 and 2024, the following peer group companies were used for compensation comparisons: 2023 Peer Group:
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 performance 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, and the value of performance-based RSUs will also depend on the degree to which performance criteria are met. 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,
Stock Option and RSU Grant Practices
| QuidelOrtho | 42 | 2025 Proxy Statement |
Stock Option and RSU Grant Practices
| Table of Contents | Executive Compensation |
Stock Option and RSU Grant Practices
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 15th of the month following 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 2024, 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. In addition, the Compensation Committee has determined it would be in the best interest of 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, 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 “—Annual Long-term Equity Incentive Awards” section. The Compensation Committee continued this grant practice in 2025 by granting a greater percentage of equity awards to Messrs. Blaser and Busky in the form of performance-based RSUs. A more detailed discussion of these performance-based RSUs is provided below under the “—2025 Compensation Actions” section. For any additional equity awards in 2025 and beyond, the Compensation Committee currently intends to continue to grant a percentage of senior executive officers’ equity awards in the form of performance-based awards. In 2024, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity-based awards, including stock options, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, the Compensation Committee granted stock option awards to Ms. Hodges and Mr. Klein within the period beginning four business days before our filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report. These option grants to Ms. Hodges and Mr. Klein were part of the annual equity grants to executive officers and the broader 2024 executive compensation program that the Compensation Committee approved at its regularly scheduled quarterly meeting on February 8, 2024. The following information regarding these option grants is provided in accordance with SEC rules:
Stock Option and RSU Grant Practices
| Name | Grant Date | Number of Securities Underlying Award | Exercise Price | Grant Date Fair Value | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information | | Michelle A. Hodges CLO | 02/08/2024 | 9,593 | $67.02 | $356,357.00 | (34.9)% | | Patrick E. Klein Former SVP, CAO | 02/08/2024 | 9,593 | $67.02 | $356,357.00 | (34.9)% |
Stock Option and RSU Grant Practices
| QuidelOrtho | 43 | 2025 Proxy Statement |
Stock Option and RSU Grant Practices
| Executive Compensation | Table of Contents |
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 and for their individual performance. Under our annual cash incentive program, each participating executive officer is entitled to receive a cash bonus based on achievement of certain corporate goals and their individual performance in the particular fiscal year. Corporate and individual 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 goals are selected to require sustained performance and results from executive officers. Individual performance goals are tailored for each executive’s area of expertise and responsibilities and designed to advance the Company’s strategy, objectives and initiatives. 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 2024, the Compensation Committee approved a cash incentive plan applicable to our executive officers and certain other employees for the 2024 fiscal year, the final corporate performance goals of which were approved in May 2024, and certain other terms of which were amended in May 2024 and August 2024 (the “2024 Cash Incentive Plan”). For executive officers, the 2024 Cash Incentive Plan had two components to determine their bonus payout: (1) corporate performance, which comprised 70% of their bonus payout (the “Company Component”), and (2) individual performance, which comprised 30% of their bonus payout (the “Individual Component”). The Company Component 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 (the “Financial Targets”). Each of these Financial Targets 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 Financial Target. Achievement of the Financial Target 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 for that Financial Target. Bonus payouts were calculated along a linear continuum of the Financial Targets from minimum to plan/target and from plan/target to maximum. The Compensation Committee may adjust the Financial 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 Financial 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. The target for Adjusted EBITDA must be met to initiate payment under the 2024 Cash Incentive Plan, unless, in the sole judgment of the Compensation Committee, there are compelling reasons to grant exceptions to this condition. For purposes of the 2024 Cash Incentive Plan, Adjusted EBITDA is net income before interest expense, net, provision for income taxes and depreciation and amortization for the 2024 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. Under the 2024 Cash Incentive Plan, bonus payouts under the Company Component were weighted between the revenue targets and Adjusted EBITDA targets so that they were based 40% on achievement of revenue targets and 60% on achievement of Adjusted EBITDA targets. The table below sets forth the threshold, target and maximum goals and actual results for the Company Component of the 2024 Cash Incentive Plan. The Financial Targets under the 2024 Cash Incentive Plan were set below the targets under the 2023 Cash Incentive Plan to align with our 2024 annual operating plan, which generally forecasted downward from the 2023 annual operating plan due to an anticipated reduction in COVID-19 revenues in 2024, one-time, non-recurring revenue payments in 2023, the wind-down of our U.S. donor screening business, and higher incentive-based employee compensation costs in 2024. The Compensation Committee deemed the Financial Targets under the 2024 Cash Incentive Plan to be challenging yet reasonably achievable to motivate executives to target improved performance.
Annual Cash Incentive Program
| QuidelOrtho | 45 | 2025 Proxy Statement |
Annual Cash Incentive Program
| Executive Compensation | Table of Contents |
Annual Cash Incentive Program
| Financial Targets (In millions) | Threshold ($) | Plan/Target ($) | Maximum ($) | Actual ($) | | Revenue (40% Weighted) | 2,619 | 2,757 | 2,895 | 2,779 | | Adjusted EBITDA (60% Weighted) | 550 | 550 | 605 | 557 |
Annual Cash Incentive Program
With respect to the Individual Component, the CEO had the opportunity to adjust the bonus payout to each of the other executive officers to account for their individual performance during 2024. This opportunity to adjust bonus payouts allowed the CEO to differentiate and appropriately recognize the contributions of each executive officer to the Company’s goals for 2024. Performance against established goals and objectives was used as a guideline for any adjustments made to bonus payouts. An executive must receive an annual performance review of at least “partially achieving expectations” in order to initiate payment under the Individual Component. The bonus payable under the Individual Component may be set between 25% and 125% of the executive’s target individual performance bonus; provided that an executive who receives an annual performance review of “partially achieving expectations” may not receive more than 75% of the executive’s target individual performance bonus. Notwithstanding the Individual Component, achievement of the Adjusted EBITDA target would determine whether the 2024 Cash Incentive Plan is funded and achievement of the Company Component would determine the overall bonus pool available under the plan. Aggregate bonus payouts paid under the 2024 Cash Incentive Plan may not exceed the overall bonus pool available under the plan. The following table sets forth the threshold, plan/target and maximum bonus potential under the 2024 Cash Incentive Plan for each NEO as a percentage of such NEO’s base salary:
Annual Cash Incentive Program
| Name | Threshold (%) | Plan/Target (%) | Maximum (%) | | Brian J. Blaser President and CEO | 52.5 | 125.0 | 178.1 | | Douglas C. Bryant Former President and CEO | —(1) | —(1) | —(1) | | Joseph M. Busky CFO | 42.0 | 100.0 | 142.5 | | Michelle A. Hodges CLO | 42.0 | 100.0 | 142.5 | | Philip D. McLellan COO | 31.5 | 75.0 | 106.9 | | Jonathan P. Siegrist EVP of R&D and CTO | 31.5 | 75.0 | 106.9 | | Robert J. Bujarski Former Interim President, EVP and COO | —(1) | —(1) | —(1) | | Michael S. Iskra Former Interim CEO, EVP and CCO | —(1) | —(1) | —(1) | | Patrick E. Klein Former SVP, CAO | —(1) | —(1) | —(1) |
Annual Cash Incentive Program
1.In connection with their respective terminations of employment by the Company, Messrs. Bryant, Bujarski, Iskra and Klein were not eligible to receive a bonus under the 2024 Cash Incentive Plan, but did receive certain severance payments in accordance with the terms of their respective Severance and CIC Agreements as a result of their involuntary terminations of employment as described in more detail in the “—Employment, Severance and Change in Control Arrangements” section.
Annual Cash Incentive Program
| QuidelOrtho | 46 | 2025 Proxy Statement |
Annual Cash Incentive Program
| Table of Contents | Executive Compensation |
Annual Cash Incentive Program
In January 2025, for all NEOs listed above, other than Messrs. Bryant, Bujarski, Iskra and Klein who were involuntarily terminated from the Company in 2024 and were not eligible to receive a bonus under the 2024 Cash Incentive Plan, the Compensation Committee approved bonus payouts (1) at 105% of target opportunities for achievement of all Financial Targets under the Company Component and (2) at 105% of target individual performance under the Individual Component for achievement of individual goals that supported the Company’s strategic initiatives on business efficiency, cost-savings, customer excellence and sustainable profitable growth. The Compensation Committee’s approval was subject to the Company’s audited financial statements for fiscal year 2024 being consistent with the preliminary unaudited financial performance presented to the Compensation Committee and bonus payouts being appropriately adjusted in the event of any changes. The bonus payout amounts were based on achievement of (a) revenue targets above the plan/target level, (b) Adjusted EBITDA targets above the plan/target level and (c) no discretionary adjustments under the Individual Component. The bonus payouts to Messrs. Blaser, Busky and McLellan, Ms. Hodges and Dr. Siegrist were $863,014, $714,000, $405,563, $656,250 and $106,683, respectively.
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 2024 Cash Incentive Plan, 2025 Cash Incentive Plan (as defined below) and future cash incentive plans, except for (1) Messrs. Bryant, Bujarski, Iskra and Klein because they were involuntarily terminated from the Company in 2024 and (2) Dr. Siegrist with respect to the 2024 Cash Incentive Plan because he joined the Company on October 7, 2024 after the election period and therefore was not eligible to participate. 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.
Deferred Bonus Program
| QuidelOrtho | 47 | 2025 Proxy Statement |
Deferred Bonus Program
| Executive Compensation | Table of Contents |
Deferred Bonus Program
The NEOs made the following elections under the Employee Deferred Compensation Plan for 2024 and 2025, which are irrevocable:
Deferred Bonus Program
| Name | 2024 | | 2025 | | | | Amount Deferred | Deferral Period | Amount Deferred | Deferral Period | | Brian J. Blaser President and CEO | — | — | — | — | | Douglas C. Bryant Former President and CEO | N/A | N/A | N/A | N/A | | Joseph M. Busky CFO | — | — | — | — | | Michelle A. Hodges CLO | 50% | 4 Years | 50% | 4 Years | | Philip D. McLellan COO | — | — | — | — | | Jonathan P. Siegrist EVP of R&D and CTO | N/A | N/A | — | — | | Robert J. Bujarski Former Interim President, EVP and COO | N/A | N/A | N/A | N/A | | Michael S. Iskra Former Interim CEO, EVP and CCO | N/A | N/A | N/A | N/A | | Patrick E. Klein Former SVP, CAO | N/A | N/A | N/A | N/A |
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.
Annual Long-term Equity Incentive Awards
Annual Long-term Equity Incentive Awards Annual long-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 role, level of responsibility and individual performance 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 also considers current market conditions using Compensia’s analysis of competitive market data and peer
Annual Long-term Equity Incentive Awards
| QuidelOrtho | 48 | 2025 Proxy Statement |
Annual Long-term Equity Incentive Awards
| Table of Contents | Executive Compensation |
Annual Long-term Equity Incentive Awards
group compensation practices. 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 long-term equity incentive awards as a primary compensation means for retaining executives. 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 “2024 Performance LTI Program”). The 2024 Performance LTI Program applied to Messrs. Blaser, Bryant, Busky, Bujarski and Iskra (provided that Mr. Blaser’s awards were approved and granted in connection with his appointment in May 2024). Under the 2024 Equity Incentive Program, each NEO received equity awards in the form of non-qualified stock options, time-based RSUs and/or performance-based RSUs as set forth below.
Annual Long-term Equity Incentive Awards
| Name | Performance-based RSUs (# shares) | Non-qualified Stock Options (# shares) | Time-based RSUs (# shares) | Target Dollar Value of Aggregate Award ($) | | Brian J. Blaser President and CEO | 93,416 | — | 62,277 | 7,000,000 | | Douglas C. Bryant(1) Former President and CEO | 33,931 | — | 46,254 | 6,200,000 | | Joseph M. Busky CFO | 11,936 | — | 17,905 | 2,000,000 | | Michelle A. Hodges CLO | — | 9,593 | 9,593 | 1,000,000 | | Philip D. McLellan(2) COO | — | 9,714 | 9,713 | 600,000 | | Jonathan P. Siegrist(3) EVP of R&D and CTO | — | — | — | — | | Robert J. Bujarski(1) Former Interim President, EVP and COO | 8,756 | — | 17,905 | 2,000,000 | | Michael S. Iskra(1) Former Interim CEO, EVP and CCO | 8,756 | — | 17,905 | 2,000,000 | | Patrick E. Klein(1) Former SVP, CAO | — | 9,593 | 9,593 | 1,000,000 |
Annual Long-term Equity Incentive Awards
1.In connection with their respective terminations of employment by the Company, Messrs. Bryant’s, Bujarski’s, Iskra’s and Klein’s equity awards were forfeited and canceled. 2.Mr. McLellan was promoted to COO on November 15, 2024, and therefore was not eligible to participate in the 2024 Equity Incentive Program, but instead received equity awards under a separate long-term equity incentive program for non-executive employees. 3.Dr. Siegrist joined the Company on October 7, 2024, and therefore was not eligible to participate in the 2024 Equity Incentive Program.
Annual Long-term Equity Incentive Awards
| QuidelOrtho | 49 | 2025 Proxy Statement |
Annual Long-term Equity Incentive Awards
| Executive Compensation | Table of Contents |
Annual Long-term Equity Incentive Awards
Under the 2024 Performance LTI Program, (1) Mr. Blaser received equity awards with 40% of the aggregate award value in the form of time-based RSUs and 60% of the aggregate award value in the form of performance-based RSUs, (2) Mr. Bryant received equity awards with 50% of the aggregate award value in the form of time-based RSUs and 50% of the aggregate award value in the form of performance-based RSUs and (3) Messrs. Busky, Bujarski and Iskra 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. The performance-based RSUs are measured against total shareholder return (“TSR” and such performance-based RSUs, we refer to as the “TSR PSUs”). The 2024 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 (and from May 6, 2024 to December 31, 2026 in the case of Mr. Blaser) 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, except Mr. Blaser’s as noted above. 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. Mr. Bryant was involuntarily terminated from the Company in February 2024 and each of Messrs. Bujarski and Iskra was involuntarily terminated from the Company in November 2024, and therefore their equity awards were forfeited and canceled. For Ms. Hodges and Mr. Klein, the Compensation Committee determined to equally weight the number of shares awarded to them for long-term equity awards between stock options and RSUs, which the Compensation Committee believed was in alignment with peer group practices. In 2024, for Ms. Hodges and Mr. Klein, approximately 50% of their equity award shares were provided in the form of non-qualified stock options and approximately 50% of their 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. The vesting period 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. Mr. Klein was involuntarily terminated from the Company in March 2024, and therefore his equity awards were forfeited and canceled. As discussed above, Mr. McLellan was promoted to COO on November 15, 2024, and therefore was not eligible to participate in the 2024 Equity Incentive Program, but instead received equity awards under a separate long-term equity incentive program for non-executive employees. In 2024, Mr. McLellan received approximately 50% of his equity award shares in the form of non-qualified stock options and approximately 50% of his equity award shares 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. The vesting period 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. Siegrist joined the Company on October 7, 2024, and therefore was not eligible to participate in the 2024 Equity Incentive Program.
Annual Long-term Equity Incentive Awards
| QuidelOrtho | 50 | 2025 Proxy Statement |
Annual Long-term Equity Incentive Awards
| Table of Contents | Executive Compensation |
Special Compensation Awards
Special Compensation Awards The Compensation Committee and the Board believe it is appropriate to consider special compensation awards in connection with significant achievements, changes in responsibilities, retention and other special circumstances and may make special compensation awards, including equity awards, in order to incentivize and reward performance. In granting special compensation awards, the Compensation Committee considers current market conditions using Compensia’s analysis of competitive market data and peer group compensation practices. In February 2024, in connection with the formation of the interim Office of the CEO (which was comprised of Messrs. Busky, Bujarski and Iskra, and which was dissolved on the appointment of Mr. Blaser as CEO on May 6, 2024), as well as Messrs. Bujarski’s and Iskra’s appointments to the roles of interim President and interim CEO, respectively, the Compensation Committee approved the grant of cash awards (the “Cash Retention Awards”) and equity awards in the form of time-based RSUs (the “Equity Retention Awards”) for each of Messrs. Busky, Bujarski and Iskra in the amounts set forth below. These Cash Retention Awards and Equity Retention Awards were granted for retention purposes during a particularly transformative time for the Company and to compensate Messrs. Busky, Bujarski and Iskra for their increased responsibilities as part of the Office of the CEO.
Special Compensation Awards
Mr. Busky’s Cash Retention Award will become payable on June 30, 2025 and his Equity Retention Award will fully vest on June 30, 2025, subject to his continued employment through such date. Each of Messrs. Bujarski and Iskra’s employment was involuntarily terminated by the Company without “Cause” (as such term is defined in their Severance and Change in Control Agreement with the Company (the “Severance and CIC Agreement”)) in November 2024. As a result, their Cash Retention Awards became payable in full and the vesting of their Equity Retention Awards accelerated in full in connection with their terminations. The Cash Retention Awards and Equity Retention Awards were in addition to, and not in lieu of, the severance benefits that became payable under the terms of their Severance and CIC Agreements. In May 2024, for retention purposes during a particularly transformative time for the Company, Ms. Hodges and Mr. McLellan received (1) Cash Retention Awards in the amounts of $533,025 and $100,000, respectively, and (2) Equity Retention Awards in the amounts of $500,000 (11,873 shares) and $200,000 (4,749 shares), respectively. Each of the executives’ Cash Retention Awards will become payable on June 30, 2025 and each of their Equity Retention Awards 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, the Cash Retention Award will become payable in full and the vesting of the Equity Retention Award 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 their Severance and CIC Agreement. 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 Agreements.
Special Compensation Awards
In November 2024, in connection with Ms. Hodges’ increased responsibilities resulting from the Company’s leadership reorganization and to align Ms. Hodges’ equity compensation with executives with similar roles at peer group companies, the Compensation Committee granted a one-time equity award of $600,000 (16,047 shares) to Ms. Hodges in the form of time-based RSUs, which will 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.
One-time Sign-on Awards
One-time Sign-on Awards Similar to other compensation decisions, the Compensation Committee considers current market conditions using Compensia’s analysis of competitive market data and peer group compensation practices in granting one-time sign-on awards. In April 2024, in connection with Mr. Blaser’s employment offer, the Board approved a one-time sign-on grant of performance-based RSUs with a grant date value of $3,000,000 (66,725 shares) and with the same vesting criteria as the performance-based RSUs granted pursuant to the 2024 Performance LTI Program. In September 2024, in connection with Dr. Siegrist’s employment offer, the Compensation Committee approved (1) a one-time sign-on grant of time-based RSUs with a grant date value of $2,250,000 (55,970 shares), with one-third of the underlying shares of Common Stock vesting each year on the anniversary of the grant date, which was to compensate Dr. Siegrist for lost compensation at his former employer and for not being eligible to participate in the 2024 Equity Incentive Program, and (2) a one-time sign-on cash bonus of $500,000, 50% of which was paid within 30 days after his start date and the remaining 50% of which was paid on the first regular Company pay date occurring after his 90-day anniversary with the Company. In the event Dr. Siegrist resigns, or his employment is terminated for Cause within two years after his receipt of any portion of his sign-on cash bonus, he will be required to repay to the Company such portion of the sign-on cash bonus he received within the prior two years.
Annual Cash Incentive Program
Annual Cash Incentive Program In April 2025, the Compensation Committee approved a cash incentive plan applicable to our executive officers and certain other employees for the 2025 fiscal year (the “2025 Cash Incentive Plan”). The 2025 Cash Incentive Plan is structured substantially in the same manner as the 2024 Cash Incentive Plan. The following table sets forth the threshold, plan/target and maximum bonus potential under the 2025 Cash Incentive Plan for each NEO as a percentage of such NEO’s base salary:
Annual Cash Incentive Program
| Name | Threshold (%) | Plan/Target (%) | Maximum (%) | | Brian J. Blaser President and CEO | 26.3 | 125.0 | 187.5 | | Joseph M. Busky CFO | 21.0 | 100.0 | 150.0 | | Michelle A. Hodges CLO | 21.0 | 100.0 | 150.0 | | Philip D. McLellan COO | 15.8 | 75.0 | 112.5 | | Jonathan P. Siegrist EVP of R&D and CTO | 15.8 | 75.0 | 112.5 |
Annual Long-term Equity Incentive Awards
Annual Long-term Equity Incentive Awards In January 2025, the Compensation Committee approved the 2025 long-term equity incentive program (the “2025 Equity Incentive Program”), which includes a performance-based long-term incentive program (the “2025 Performance LTI Program”). The 2025 Performance LTI Program applies to Messrs. Blaser and Busky. Under the 2025 Equity Incentive Program, each NEO received equity awards in the form of non-qualified stock options, time-based RSUs and/or performance-based RSUs as follows:
Annual Long-term Equity Incentive Awards
| Name | Performance-based RSUs (# shares) | Non-qualified Stock Options (# shares) | Time-based RSUs (# shares) | Target Dollar Value of Aggregate Award ($) | | Brian J. Blaser President and CEO | 96,507 | — | 64,338 | 7,000,000 | | Joseph M. Busky CFO | 25,275 | — | 25,276 | 2,200,000 | | Michelle A. Hodges CLO | — | 23,508 | 23,509 | 1,600,000 | | Philip D. McLellan COO | — | 14,692 | 14,693 | 1,000,000 | | Jonathan P. Siegrist EVP of R&D and CTO | — | 7,347 | 7,346 | 500,000 |
Annual Long-term Equity Incentive Awards
Under the 2025 Performance LTI Program, (1) Mr. Blaser received equity awards with 40% of the aggregate award value in the form of time-based RSUs and 60% of the aggregate award value in the form of TSR PSUs, and (2) Mr. Busky received equity awards with 50% of the aggregate award value in the form of time-based RSUs and 50% of the aggregate award value in the form of TSR PSUs.
Annual Long-term Equity Incentive Awards
| QuidelOrtho | 53 | 2025 Proxy Statement |
Annual Long-term Equity Incentive Awards
| Executive Compensation | Table of Contents |
Annual Long-term Equity Incentive Awards
The 2025 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, 2025 to December 31, 2027 based on the Company’s relative TSR against the S&P Midcap 400 Health Sector Index on the same terms as the 2024 Performance LTI Program. For Ms. Hodges, Mr. McLellan and Dr. Siegrist, 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 2025, for Ms. Hodges, Mr. McLellan and Dr. Siegrist, 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. 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.
Employment and Severance Agreements
Employment and Severance Agreements We have entered into Severance and CIC Agreements with 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. In connection with their involuntary terminations by the Company without Cause, each of Messrs. Bryant, Bujarski, Iskra and Klein was eligible to receive severance benefits in accordance with the terms of their respective Severance and CIC Agreements. 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.
Summary Compensation Table
Summary Compensation Table The following table sets forth information relating to fiscal years 2024, 2023 and 2022 compensation of our CEO, former CEOs, CFO, three other most highly compensated persons serving as executive officers as of December 29, 2024, and two former executive officers who were not serving as executive officers as of December 29, 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary(4) ($) | Bonus(5) ($) | Stock Awards(6) ($) | Option Awards(7) ($) | Non-equity Incentive Plan Compensation(8) ($) | All Other Compensation(9) ($) | Total ($) | | Brian J. Blaser President and CEO(1) | 2024 | 634,615 | — | 13,434,938 | — | 863,014 | 112,370 | 15,044,937 | | Douglas C. Bryant Former President and CEO(2) | 2024 | 176,677 | — | 6,199,879 | — | 34,613 | 5,638,896 | 12,050,065 | | | 2023 | 1,060,875 | 556,959 | 3,447,814 | 1,483,947 | — | 207,548 | 6,757,143 | | | 2022 | 1,010,625 | 1,054,875 | 6,665,163 | 1,404,343 | 1,845,641 | 904,957 | 12,885,604 | | Joseph M. Busky CFO | 2024 | 593,167 | — | 3,290,442 | — | 714,000 | 102,001 | 4,699,610 | | | 2023 | 569,250 | 230,625 | 1,292,222 | 760,170 | — | 90,751 | 2,943,018 | | | 2022 | 316,712 | 538,125 | 1,499,977 | 499,416 | 380,571 | 20,595 | 3,255,396 | | Michelle A. Hodges CLO | 2024 | 539,898 | — | 1,742,892 | 356,357 | 656,250 | 15,703 | 3,311,100 | | | 2023 | 514,135 | 271,688 | 646,154 | 353,255 | — | 15,253 | 1,800,485 | | | 2022 | 478,462 | 528,750 | 1,415,515 | 334,325 | 540,188 | 248,565 | 3,545,805 | | Philip D. McLellan COO(3) | 2024 | 407,266 | — | 579,564 | 219,885 | 405,563 | 9,944 | 1,622,222 | | Jonathan P. Siegrist EVP of R&D and CTO(1) | 2024 | 117,211 | 250,000 | 2,249,994 | — | 106,683 | 742 | 2,724,630 | | Robert J. Bujarski Former Interim President, EVP and COO(2) | 2024 | 575,763 | — | 2,999,917 | — | — | 2,862,797 | 6,438,477 | | | 2023 | 621,000 | 326,025 | 1,741,772 | 706,653 | — | 14,236 | 3,409,686 | | | 2022 | 591,346 | 630,000 | 2,767,981 | 668,651 | 864,300 | 529,663 | 6,051,941 | | Michael S. Iskra Former Interim CEO, EVP and CCO(2) | 2024 | 575,763 | — | 2,999,917 | — | — | 2,615,893 | 6,191,573 | | | 2023 | 621,000 | 225,000 | 1,741,772 | 706,653 | — | 24,929 | 3,319,354 | | Patrick E. Klein Former SVP, CAO(2) | 2024 | 136,750 | — | 642,923 | 356,357 | — | 1,407,111 | 2,543,141 |
Summary Compensation Table
1.Mr. Blaser became our CEO effective as of May 6, 2024 and Dr. Siegrist became our EVP of R&D and CTO effective as of October 7, 2024. 2.Mr. Bryant was involuntarily terminated from the Company in February 2024, each of Messrs. Bujarski and Iskra was involuntarily terminated from the Company in November 2024 and Mr. Klein was involuntarily terminated from the Company in March 2024. 3.Mr. McLellan was promoted to COO effective as of November 15, 2024. Prior to his promotion, Mr. McLellan served as the Company’s SVP of Operations.
Summary Compensation Table
| QuidelOrtho | 57 | 2025 Proxy Statement |
Summary Compensation Table
| Executive Compensation | Table of Contents |
Summary Compensation Table
4.The amounts shown reflect the base salaries earned by the NEOs during the applicable year. The amounts for Messrs. Blaser, Bryant, Siegrist, Bujarski, Iskra and Klein for 2024 have been pro-rated for the respective time periods they served in their respective roles with the Company. The amount for Mr. McLellan for 2024 consists of the salary he earned in his prior role before his promotion to COO on November 15, 2024 and the salary he earned as COO after November 15, 2024. Mr. Busky became our CFO effective as of May 27, 2022, and the amount for Mr. Busky for 2022 has been pro-rated for the time period he served as our CFO in 2022. 5.The amount shown for 2024 reflects half of the one-time sign-on cash bonus that was paid to Dr. Siegrist in 2024. The amounts for 2023 reflect (a) 75% of the integration/retention cash bonus awards that were paid to Messrs. Bryant and Bujarski and Ms. Hodges 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 and Ms. Hodges upon the closing of the Combinations, (b) 25% of the integration/retention cash bonus awards that were paid to Messrs. Bryant and Bujarski and Ms. Hodges 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. 6.This column represents the grant date fair value of time-based and performance-based RSUs granted during fiscal years 2024, 2023 and 2022, as well as (a) for 2023, the Premium RSUs associated with the 2022 Employee Deferred Compensation Plan and (b) for 2022, the Premium RSUs associated with the 2021 Employee Deferred Compensation Plan, as described in Note (2) of the “Nonqualified Deferred Compensation” table. See the “Grants of Plan-based Awards in Fiscal Year 2024” table for information on RSUs granted in 2024. Time-based RSUs were valued based on the closing price of our Common Stock on the grant date. The grant date fair values of the TSR PSUs granted in 2024 to Messrs. Blaser, Bryant, Busky, Bujarski and Iskra were measured using a Monte Carlo simulation valuation model under the definitions in Accounting Standards Codification (“ASC”) Topic 718. The simulation model applies a risk-free interest rate and an expected volatility assumption. The risk-free rate was assumed to equal the yield on a three-year Treasury bond on the grant date. Volatility was based on historical volatility for the 2.92-year period preceding the grant date. The per share value of TSR PSUs for the February 8, 2024 grants is $91.36 and for the May 15, 2024 grants is $66.41. For these TSR PSUs, if maximum performance had been assumed, the aggregate market values as of the date of grant would have been $14,399,879 for Mr. Blaser, $4,548,111 for Mr. Bryant, $1,599,901 for Mr. Busky, $1,173,654 for Mr. Bujarski and $1,173,654 for Mr. Iskra. For additional information with respect to the 2024 grants, refer to Notes 12 and 13 of our Consolidated Financial Statements in the Annual Report. For the performance-based RSUs granted to Messrs. Bryant, Bujarski and Iskra on January 31, 2023, a Monte Carlo simulation valuation model with a derived service period was used to calculate the grant date fair values for a portion of the awards that vests based on the achievement of a stock price hurdle. The risk-free rate was assumed to equal the yield on a three-year Treasury bond on the grant date. Volatility was based on historical volatility for the 2.92-year period preceding the grant date. The per share value for the stock price-based vesting portion of these awards is $69.87. The vesting for the remaining portion of these awards is subject to the achievement of a certain EBITDA multiple and achievement of productivity improvement as measured by revenue per employee. For this portion of the awards, the grant date fair values were based on the closing price of our Common Stock on the grant date of $85.61, with the assumption that the awards would be paid out at target. For the performance-based RSUs granted to Mr. Bryant on August 22, 2022, the closing price of our Common Stock on the grant date was used to calculate the grant date fair value, with the assumption that the award would be paid out at target. A portion of the award vests based on achievement of cumulative cost synergies from the Combinations and the remaining portion vests based on achievement of cumulative Savanna® sales. The per share value for this award is $85.67. The performance-based RSUs granted in 2023 and 2022 provide for a single level of payout and thus there is no maximum to report. 7.This column represents the grant date fair value of stock options granted during fiscal years 2024, 2023 and 2022. The grant date fair value of stock options is determined using the Black-Scholes option pricing model. The amount for Mr. Busky for 2023 also includes the incremental fair value of certain options that were modified as of February 1, 2023. For additional information on the valuation assumptions with respect to the 2024 grants, refer to Note 13 of our Consolidated Financial Statements in the Annual Report. See the “Grants of Plan-based Awards in Fiscal Year 2024” table for information on stock options granted in 2024.
Summary Compensation Table
| QuidelOrtho | 58 | 2025 Proxy Statement |
Summary Compensation Table
| Table of Contents | Executive Compensation |
Summary Compensation Table
8.This column represents the approved awards to each NEO under the 2024 Cash Incentive Plan, 2023 Cash Incentive Plan, 1H 2022 Cash Incentive Plan, 2H 2022 Cash Incentive Plan and Ortho’s PBP program for the first half of 2022, as applicable. Each NEO could also elect to participate in the 2024 Employee Deferred Compensation Plan, 2023 Employee Deferred Compensation Plan and 2022 Employee Deferred Compensation Plan (other than Messrs. Bryant, Bujarski, Iskra and Klein and Dr. Siegrist for the 2024 plan and Messrs. Busky and Iskra for the 2022 plan) with respect to any payments received under the 2024 Cash Incentive Plan, 2023 Cash Incentive Plan and 1H 2022 and 2H 2022 Cash Incentive Plans, respectively. Messrs. Bryant, Bujarski, Iskra and Klein were not eligible to participate in the 2024 Employee Deferred Compensation Plan because they were involuntarily terminated from the Company in 2024 and were not eligible to receive a cash bonus under the 2024 Cash Incentive Plan. Dr. Siegrist was not eligible to participate in the 2024 Employee Deferred Compensation Plan because his service with the Company commenced after the applicable election period. Messrs. Busky and Iskra were not eligible to participate in the 2022 Employee Deferred Compensation Plan because their service with the Company commenced after the applicable election period. The cash bonus under the 2024 Cash Incentive Plan will be paid in April 2025. The NEOs who were serving in an executive officer role in 2023 did 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 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. 9.All other compensation for 2024 consists of the following:
Summary Compensation Table
| | Tax Gross-ups ($) | Perquisites and Other Personal Benefits ($) | 401(k) Contributions ($) | Long-term Disability(c) ($) | Group Term Life Insurance(d) ($) | Severance(e) ($) | | Brian J. Blaser | — | 100,512(a) | 10,350 | 1,153 | 355 | | | Douglas C. Bryant | — | 30,000(b) | 3,534 | 1,077 | 60 | 5,604,225 | | Joseph M. Busky | — | 87,600(b) | 10,350 | 3,489 | 562 | | | Michelle A. Hodges | — | — | 10,350 | 4,791 | 562 | | | Philip D. McLellan | — | — | 7,125 | 2,257 | 562 | | | Jonathan P. Siegrist | — | — | 111 | 514 | 117 | | | Robert J. Bujarski | — | — | 10,350 | 3,689 | 506 | 2,848,252 | | Michael S. Iskra | — | — | 10,350 | 3,180 | 562 | 2,601,801 | | Patrick E. Klein | — | — | 4,103 | 998 | 150 | 1,401,860 |
Summary Compensation Table
a.Aggregate incremental cost to us of (i) expense reimbursements related to travel and housing of $80,000 and (ii) reimbursement of reasonable legal fees incurred in connection with the negotiation of Mr. Blaser’s employment offer of $20,512. b.Aggregate incremental cost to us of expense reimbursements related to housing. c.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. d.The Company funded a group term life insurance plan in an amount equal to two times the NEO’s annual salary with a maximum of $650,000, a benefit that is provided to all employees. e.Mr. Bryant was terminated by us without Cause in February 2024, each of Messrs. Bujarski and Iskra was terminated by us without Cause in November 2024 and Mr. Klein was terminated by us without Cause in March 2024. In connection with these terminations, Messrs. Bryant, Bujarski, Iskra and Klein received severance benefits pursuant to the terms of their respective Severance and CIC Agreements. The amounts for Messrs. Bujarski and Iskra include their respective Cash Retention Awards that became payable in full in connection with their terminations. For additional information, see the “—Employment, Severance and Change in Control Arrangements” section.
Summary Compensation Table
| QuidelOrtho | 59 | 2025 Proxy Statement |
Summary Compensation Table
| Executive Compensation | Table of Contents |
Grants of Plan-based Awards in Fiscal Year 2024
Grants of Plan-based Awards in Fiscal Year 2024 The following table sets forth all plan-based awards granted to our NEOs during fiscal year 2024:
Grants of Plan-based Awards in Fiscal Year 2024
| Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/sh)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Brian J. Blaser | 05/15/24 | 04/17/24 | — | — | — | 33,362 | 66,725 | 133,450 | — | — | — | 4,431,207 | | | 05/15/24 | 04/17/24 | — | — | — | 46,708 | 93,416 | 186,832 | — | — | — | 6,203,757 | | | 05/15/24 | 04/17/24 | — | — | — | — | — | — | 62,277 | — | — | 2,799,974 | | | | | 525,000 | 1,250,000 | 1,781,250 | — | — | — | — | — | — | — | | Douglas C. Bryant | 02/08/24 | 02/08/24 | — | — | — | 16,965 | 33,931 | 67,862 | — | — | — | 3,099,936 | | | 02/08/24 | 02/08/24 | — | — | — | — | — | — | 46,254 | — | — | 3,099,943 | | | | | 573,668 | 1,365,876 | 1,946,374 | — | — | — | — | — | — | — | | Joseph M. Busky | 02/08/24 | 02/08/24 | — | — | — | 5,968 | 11,936 | 23,872 | — | — | — | 1,090,473 | | | 02/08/24 | 02/08/24 | — | — | — | — | — | — | 17,905 | — | — | 1,199,993 | | | 02/27/24 | 02/27/24 | — | — | — | — | — | — | 21,367 | — | — | 999,976 | | | | | 285,600 | 680,000 | 969,000 | — | — | — | — | — | — | — | | Michelle A. Hodges | 02/08/24 | 02/08/24 | — | — | — | — | — | — | — | 9,593 | 67.02 | 356,357 | | | 02/08/24 | 02/08/24 | — | — | — | — | — | — | 9,593 | — | — | 642,923 | | | 05/13/24 | 05/13/24 | — | — | — | — | — | — | 11,873 | — | — | 499,972 | | | 11/18/24 | 11/18/24 | — | — | — | — | — | — | 16,047 | — | — | 599,997 | | | | | 262,500 | 625,000 | 890,625 | — | — | — | — | — | — | — | | Philip D. McLellan | 04/22/24 | 03/29/24 | — | — | — | — | — | — | — | 9,714 | 39.08 | 219,885 | | | 04/22/24 | 03/29/24 | — | — | — | — | — | — | 9,713 | — | — | 379,584 | | | 05/13/24 | 05/13/24 | — | — | — | — | — | — | 4,749 | — | — | 199,980 | | | | | 162,225 | 386,250 | 550,406 | — | — | — | — | — | — | — | | Jonathan P. Siegrist | 10/15/24 | 09/11/24 | — | — | — | — | — | — | 55,970 | — | — | 2,249,994 | | | | | 181,125 | 431,250 | 614,531 | — | — | — | — | — | — | — | | Robert J. Bujarski | 02/08/24 | 02/08/24 | — | — | — | 4,378 | 8,756 | 17,512 | — | — | — | 799,948 | | | 02/08/24 | 02/08/24 | — | — | — | — | — | — | 17,905 | — | — | 1,199,993 | | | 02/27/24 | 02/27/24 | — | — | — | — | — | — | 21,367 | — | — | 999,976 | | | | | 335,806 | 799,538 | 1,139,341 | — | — | — | — | — | — | — |
Grants of Plan-based Awards in Fiscal Year 2024
| QuidelOrtho | 60 | 2025 Proxy Statement |
Grants of Plan-based Awards in Fiscal Year 2024
| Table of Contents | Executive Compensation |
Grants of Plan-based Awards in Fiscal Year 2024
| Name | Grant Date | Approval 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 (#) | | | | | | Michael S. Iskra | 02/08/24 | 02/08/24 | — | — | — | 4,378 | 8,756 | 17,512 | — | — | — | 799,948 | | | 02/08/24 | 02/08/24 | — | — | — | — | — | — | 17,905 | — | — | 1,199,993 | | | 02/27/24 | 02/27/24 | — | — | — | — | — | — | 21,367 | — | — | 999,976 | | | | | 335,806 | 799,538 | 1,139,341 | — | — | — | — | — | — | — | | Patrick E. Klein | 02/08/24 | 02/08/24 | — | — | — | — | — | — | — | 9,593 | 67.02 | 356,357 | | | 02/08/24 | 02/08/24 | — | — | — | — | — | — | 9,593 | — | — | 642,923 | | | | | 162,225 | 386,250 | 550,406 | — | — | — | — | — | — | — |
Grants of Plan-based Awards in Fiscal Year 2024
1.These columns show the potential value of the payout for each NEO under the 2024 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 (8) to the Summary Compensation Table. 2.These columns show the potential number of awards to be paid out to Messrs. Blaser, Bryant, Busky, Bujarski and Iskra related to the TSR PSUs. The TSR PSUs for Mr. Blaser were granted in May 2024 and the TSR PSUs for Messrs. Bryant, Busky, Bujarski and Iskra were granted in February 2024. The 2024 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 (and from May 6, 2024 to December 31, 2026 in the case of Mr. Blaser) based on the Company’s relative TSR against the S&P Midcap 400 Health Sector Index. 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 TSR PSUs for Mr. Bryant were canceled when he was involuntarily terminated from the Company in February 2024 and the TSR PSUs for Messrs. Bujarski and Iskra were canceled when they were involuntarily terminated from the Company in November 2024. 3.This column shows the number of time-based RSUs granted in 2024 to the NEOs. Generally, 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 Equity Retention Awards granted on February 27, 2024 to Messrs. Busky, Bujarski and Iskra and the number of Equity Retention Awards granted on May 13, 2024 to Ms. Hodges and Mr. McLellan. Messrs. Busky’s and McLellan’s and Ms. Hodges’ Equity Retention Awards will fully vest on June 30, 2025. Each of Messrs. Bujarski and Iskra was terminated by us without Cause in November 2024, and as a result, the vesting of their Equity Retention Awards accelerated in full in connection with their terminations. 4.This column shows the number of stock options granted in 2024 to the NEOs. Stock options for Ms. Hodges and Messrs. McLellan and Klein 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. 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 2024. For time-based RSUs, fair value is calculated using the closing price of our Common Stock on the grant date. For performance-based RSUs, fair value is calculated using the Monte Carlo simulation model based on the relative TSR 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. For additional information on the valuation assumptions, refer to Note 13 of our Consolidated Financial Statements in the Annual Report.
Grants of Plan-based Awards in Fiscal Year 2024
| QuidelOrtho | 61 | 2025 Proxy Statement |
Grants of Plan-based Awards in Fiscal Year 2024
| Executive Compensation | Table of Contents |
Outstanding Equity Awards at 2024 Fiscal Year-end
Outstanding Equity Awards at 2024 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 29, 2024, except for Messrs. Bryant and Klein who did not have any outstanding equity awards as of that date. 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 27, 2024, which was $44.25. For additional information about the stock options and RSUs, see the “—Compensation Discussion and Analysis—Annual Long-term Equity Incentive Awards” section.
Outstanding Equity Awards at 2024 Fiscal Year-end
| | Option Grant Date | Option Awards(1) | | | | Stock Awards | | | | | | Name | | Number of Securities Underlying Unexercised Options — Exercisable (#) | Number of Securities Underlying Unexercised Options — Unexercisable (#) | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Brian J. Blaser | | | | | | 05/15/24(2) | | | 66,725 | 2,952,581 | | | | | | | | 05/15/24(2) | | | 93,416 | 4,133,658 | | | | | | | | 05/15/24(3) | 62,277 | 2,755,757 | | | | Joseph M. Busky | 07/07/20 | 42,024 | — | 119.06 | 07/07/30 | | | | | | | | 06/01/22 | 6,940 | 3,471 | 92.74 | 06/01/32 | 06/01/22(3) | 5,392 | 238,596 | | | | | 03/28/23 | 4,925 | 9,850 | 87.46 | 03/28/33 | 03/28/23(3) | 9,850 | 435,863 | | | | | | | | | | 02/08/24(2) | | | 11,936 | 528,168 | | | | | | | | 02/08/24(3) | 17,905 | 792,296 | | | | | | | | | | 02/27/24(4) | 21,367 | 945,490 | | | | Michelle A. Hodges | 12/01/20 | 2,105 | — | 188.95 | 12/01/30 | | | | | | | | 02/01/21 | 1,419 | 473 | 254.00 | 02/01/31 | 02/01/21(3) | 474 | 20,975 | | | | | | | | | | 05/25/21(3) | 420 | 18,585 | | | | | | | | | | 10/15/21(3) | 390 | 17,258 | | | | | 01/31/22 | 3,218 | 3,220 | 103.36 | 01/31/32 | 01/31/22(3) | 3,220 | 142,485 | | | | | | | | | | 01/31/22(5) | 3,628 | 160,539 | | | | | 03/28/23 | 2,462 | 4,924 | 87.46 | 03/28/33 | 03/28/23(3) | 4,926 | 217,976 | | | | | 02/08/24 | — | 9,593 | 67.02 | 02/08/34 | 02/08/24(3) | 9,593 | 424,490 | | | | | | | | | | 05/13/24(6) | 11,873 | 525,380 | | | | | | | | | | 11/18/24(3) | 16,047 | 710,080 | | |
Outstanding Equity Awards at 2024 Fiscal Year-end
| QuidelOrtho | 62 | 2025 Proxy Statement |
Outstanding Equity Awards at 2024 Fiscal Year-end
| Table of Contents | Executive Compensation |
Outstanding Equity Awards at 2024 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 ($) | | Philip D. McLellan | 11/02/20 | 1,678 | — | 248.41 | 11/02/30 | | | | | | | | 02/01/21 | 1,014 | 338 | 254.00 | 02/01/31 | 02/01/21(3) | 338 | 14,957 | | | | | | | | | | 05/25/21(3) | 420 | 18,585 | | | | | 01/31/22 | 2,253 | 2,254 | 103.36 | 01/31/32 | 01/31/22(3) | 2,254 | 99,740 | | | | | | | | | | 01/31/22(5) | 1,693 | 74,915 | | | | | 04/26/23 | 1,945 | 3,891 | 88.67 | 04/26/33 | 04/26/23(3) | 3,891 | 172,177 | | | | | 04/22/24 | — | 9,714 | 39.08 | 04/22/34 | 04/22/24(3) | 9,713 | 429,800 | | | | | | | | | | 05/13/24(6) | 4,749 | 210,143 | | | | Jonathan P. Siegrist | | | | | | 10/15/24(3) | 55,970 | 2,476,673 | | | | 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 | 6,641 | — | 77.16 | 02/03/30 | | | | | | | | 09/14/20 | 2,935 | — | 159.39 | 09/14/30 | | | | | | | | 02/01/21 | 2,635 | — | 254.00 | 02/01/31 | | | | | | | | 01/31/22 | 6,438 | — | 103.36 | 01/31/32 | | | | | | | | 03/28/23 | 4,925 | — | 87.46 | 03/28/33 | | | | | | | 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 | 13,882 | — | 92.74 | 06/01/32 | | | | | | | | 03/28/23 | 4,925 | — | 87.46 | 03/28/33 | | | | | |
Outstanding Equity Awards at 2024 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 29, 2024 and were granted on June 1, 2022, March 28, 2023, April 26, 2023, February 8, 2024 or April 22, 2024 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 29, 2024 and were granted on February 1, 2021 or January 31, 2022 presented in the table above, 25% of the underlying shares of Common Stock vest each year on the anniversary of the grant date over a four-year period.
Outstanding Equity Awards at 2024 Fiscal Year-end
| QuidelOrtho | 63 | 2025 Proxy Statement |
Outstanding Equity Awards at 2024 Fiscal Year-end
| Executive Compensation | Table of Contents |
Outstanding Equity Awards at 2024 Fiscal Year-end
2.Represents TSR PSUs granted to Messrs. Blaser and Busky. TSR PSUs granted on February 8, 2024 and May 15, 2024 vest over a three-year performance period from January 1, 2024 to December 31, 2026 (and from May 6, 2024 to December 31, 2026 in the case of Mr. Blaser) based on the Company’s relative TSR against the S&P Midcap 400 Health Sector Index. 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%. 3.Represents time-based RSUs granted to the NEOs. For RSUs granted on February 1, 2021, May 25, 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, March 28, 2023, April 26, 2023, February 8, 2024, April 22, 2024, May 15, 2024, October 15, 2024 or November 18, 2024, one-third of the RSUs vest each year on the anniversary of the grant date over a three-year period. 4.Represents an Equity Retention Award granted in the form of time-based RSUs to Mr. Busky upon his appointment to the Office of the CEO, which will fully vest on June 30, 2025. 5.Represents integration/retention equity awards granted in the form of time-based RSUs to Ms. Hodges and Mr. McLellan. 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. 6.Represents Equity Retention Awards granted in the form of time-based RSUs to Ms. Hodges and Mr. McLellan, which will fully vest on June 30, 2025.
Outstanding Equity Awards at 2024 Fiscal Year-end
| QuidelOrtho | 64 | 2025 Proxy Statement |
Outstanding Equity Awards at 2024 Fiscal Year-end
| Table of Contents | Executive Compensation |
Option Exercises and RSUs Vested in Fiscal Year 2024
Option Exercises and RSUs Vested in Fiscal Year 2024 The following table sets forth stock options that were exercised by and RSUs that vested for the NEOs during fiscal year 2024:
Option Exercises and RSUs Vested in Fiscal Year 2024
| | 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 ($)(2) | | Brian J. Blaser | — | — | — | — | | Douglas C. Bryant | 43,710 | 978,960 | 18,854 | 1,291,688 | | | | | 1,116 | 77,506 | | | | | 3,795 | 259,350 | | | | | 27,458 | 1,358,622 | | | | | 12,094 | 551,486 | | Joseph M. Busky | — | — | 4,925 | 236,105 | | | | | 5,391 | 238,228 | | Michelle A. Hodges | — | — | 6,462 | 442,712 | | | | | 473 | 32,850 | | | | | 2,462 | 118,028 | | | | | 420 | 17,808 | | | | | 390 | 15,678 | | | | | 3,970 | 173,688 | | | | | 238 | 9,758 | | Philip D. McLellan | | | 2,820 | 193,198 | | | | | 338 | 23,474 | | | | | 1,945 | 77,100 | | | | | 420 | 17,808 | | | | | 181 | 7,077 | | Jonathan P. Siegrist | — | — | — | — | | Robert J. Bujarski | — | — | 9,991 | 684,483 | | | | | 879 | 61,047 | | | | | 1,660 | 113,444 | | | | | 1,367 | 93,161 | | | | | 4,925 | 236,105 | | | | | 314 | 14,278 | | | | | 390 | 15,678 | | | | | 31,443 | 1,137,608 |
Option Exercises and RSUs Vested in Fiscal Year 2024
| QuidelOrtho | 65 | 2025 Proxy Statement |
Option Exercises and RSUs Vested in Fiscal Year 2024
| Executive Compensation | Table of Contents |
Option Exercises and RSUs Vested in Fiscal Year 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Michael S. Iskra | — | — | 4,925 | 236,105 | | | | | 3,594 | 158,819 | | | | | 21,367 | 773,058 | | Patrick E. Klein | — | — | — | — |
Option Exercises and RSUs Vested in Fiscal Year 2024
1.The value realized on exercise equals the intrinsic value of the exercise, which is the gain realized in the difference from the market price of the shares sold and the exercise price of the shares purchased. 2.The value realized on vesting equals the closing price of our Common Stock on the vesting date (the date the restrictions lapsed) multiplied by the number of shares with respect to which restrictions lapsed on such date.
Option Exercises and RSUs Vested in Fiscal Year 2024
| QuidelOrtho | 66 | 2025 Proxy Statement |
Option Exercises and RSUs Vested in Fiscal Year 2024
| Table of Contents | Executive Compensation |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table sets forth compensation deferred by each NEO during fiscal year 2024:
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/Distributions in Last FY(4) ($) | Aggregate Balance at Last FYE(5) ($) | | Brian J. Blaser | — | — | — | — | — | | Douglas C. Bryant | — | — | (621,698) | (1,358,622) | — | | Joseph M. Busky | — | — | — | — | — | | Michelle A. Hodges | — | 21,085 | (6,353) | (83,856) | — | | Philip D. McLellan | — | — | (77,836) | — | 116,953 | | Jonathan P. Siegrist | — | — | — | — | — | | Robert J. Bujarski | — | — | (131,515) | (212,664) | — | | Michael S. Iskra | — | — | — | — | — | | Patrick E. Klein | — | — | — | — | — |
Nonqualified Deferred Compensation
1.Represents the amount of incentive compensation deferred under the 2024 Employee Deferred Compensation Plan by each NEO. The amount is included as a component of “Non-equity Incentive Plan Compensation” for 2024 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 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 Ms. Hodges 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, Mr. McLellan received the following RSUs on January 31, 2022: 2,643 shares (including 634 Premium RSUs). Such prior year deferred amounts were reported as compensation to Mr. McLellan for 2022 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).
Employment, Severance and Change in Control Arrangements
Employment, Severance and Change in Control Arrangements In connection with the appointment of Mr. Blaser as our President and CEO on May 6, 2024, Mr. Blaser entered into an employment offer letter with us, dated April 30, 2024, pursuant to which Mr. Blaser is entitled to receive (1) an annual base salary of $1,000,000 and (2) an annual target cash bonus opportunity of not less than 125% of base salary and a maximum cash bonus opportunity of not less than 150% of target. In addition, he received (a) an annual equity grant for 2024 pursuant to the 2024 Performance LTI Program with a total grant date value of $7,000,000, consisting of (i) 40% time-based RSUs, which will vest in equal annual installments over a three-year period and (ii) 60% performance-based RSUs, which will vest if certain relative TSR criteria are met over the performance period, and (b) a one-time sign-on grant of performance-based RSUs with a grant date value of $3,000,000 and with the same vesting criteria as the performance-based RSUs granted pursuant to the 2024 Performance LTI Program. Under his employment offer letter,
Employment, Severance and Change in Control Arrangements
| QuidelOrtho | 67 | 2025 Proxy Statement |
Employment, Severance and Change in Control Arrangements
| Executive Compensation | Table of Contents |
Employment, Severance and Change in Control Arrangements
Mr. Blaser is an “at-will” employee of the Company, which means that either Mr. Blaser or the Company can terminate his employment at any time for any reason. Messrs. Busky, McLellan and Siegrist and Ms. Hodges are also “at will” employees of the Company with compensation arrangements that include, among other items: (1) a base salary for 2024 of $680,000, $515,000, $575,000 and $625,000, respectively; and (2) eligibility for an annual cash incentive bonus in accordance with our Cash Incentive Plans. Each of the NEOs entered into a Severance and CIC Agreement with us, which supersedes and replaces any of their respective prior agreements or offer letters entered into with us or our affiliates or subsidiaries governing severance and/or change in control. Except as modified for Mr. Blaser as described below, the Severance and CIC Agreement provides for the payment of severance benefits if (1) the executive’s employment is terminated by us without Cause (as defined in the Severance and CIC Agreement) more than 30 days prior to or more than two years following a Change in Control (as defined in the Severance and CIC Agreement) (a “Non-CIC Qualifying Termination”) or (2) the executive’s employment with us terminates within two years following or 30 days prior to a Change in Control (a “CIC Qualifying Termination”) for any reason other than the executive’s voluntary resignation (which does not include resignations stemming from a material adverse change in compensation, title, status, overall position, responsibilities, authority, reporting relationship or location of workplace), the executive’s death or permanent disability, or our termination of the executive for Cause. The severance benefits under the Severance and CIC Agreement generally consist of a lump sum cash payment equal to two times the sum of (1) the executive’s highest annual base salary within the three-year period ending on the date of termination, plus (2) an amount equal to the annualized average of all cash bonuses and cash incentive compensation paid to the executive during the two-year period immediately before the date of termination. In addition, the Severance and CIC Agreement provides for: (a) payment of $25,000 to help defray legal, tax and accounting fees, executive outplacement services and other costs associated with transitional matters; (b) continued coverage for two years under our group medical insurance, group dental insurance and group vision insurance programs or equivalent compensation by alternative means, unless and to the extent the executive obtains concurrent coverage through another program, in which case our coverage will be terminated or reduced as applicable; and (c) in the event of a CIC Qualifying Termination (but not, for avoidance of doubt, a Non-CIC Qualifying Termination), immediate vesting and exercisability of any and all unvested stock options, RSUs and any other equity awards held by the executive, unless previously waived or otherwise expressly agreed to by the executive (with any outstanding performance-based equity awards being deemed earned at the greater of the target level of performance or actual performance through the date of the Change in Control). Severance benefits are contingent upon the executive executing a customary general release of claims and the executive’s continued compliance, in all material respects, with the terms of the Severance and CIC Agreement. Mr. Blaser’s Severance and CIC Agreement is substantially similar to the other NEOs’ Severance and CIC Agreements described above, but it has been modified such that (1) we generally may not provide a notice of non-renewal prior to May 6, 2027, to the extent necessary to continue certain Non-CIC Qualifying Termination protections through May 6, 2027, (2) the non-change in control severance benefits will be payable upon a termination by us without Cause or as a result of our material breach of his employment offer letter during the first three years following May 6, 2024, (3) the bonus portion of any severance payment triggered during the first three years following May 6, 2024 will be based on the greater of the average bonus paid over the preceding two years and Mr. Blaser’s target annual bonus, and (4) in the event of a Non-CIC Qualifying Termination during the first three years following May 6, 2024, the time-based RSUs granted to him in 2024 will become fully vested. Mr. Bryant was terminated by us without Cause in February 2024, each of Messrs. Bujarski and Iskra was terminated by us without Cause in November 2024 and Mr. Klein was terminated by us without Cause in March 2024. In connection with these terminations, Messrs. Bryant, Bujarski, Iskra and Klein received severance benefits pursuant to the terms of their respective Severance and CIC Agreements.
Employment, Severance and Change in Control Arrangements
| QuidelOrtho | 68 | 2025 Proxy Statement |
Employment, Severance and Change in Control Arrangements
| Table of Contents | Executive Compensation |
Employment, Severance and Change in Control Arrangements
In connection with Mr. Bryant’s termination, the Board formed an Office of the CEO in February 2024 and appointed Mr. Bujarski to serve as our interim President and Mr. Iskra to serve as our interim CEO. The Office of the CEO was comprised of Messrs. Busky, Bujarski and Iskra. In connection with the formation of the Office of the CEO and their increased responsibilities, the Compensation Committee approved certain retention compensation for Messrs. Busky, Bujarski and Iskra in February 2024. As part of the retention compensation, each of Messrs. Busky, Bujarski and Iskra received a Cash Retention Award equal to 100% of their respective base salary and an Equity Retention Award with a grant date value of $1,000,000. In May 2024, for retention purposes, Ms. Hodges and Mr. McLellan received (1) Cash Retention Awards in the amounts of $533,025 and $100,000, respectively, and (2) Equity Retention Awards in the amounts of $500,000 (11,873 shares) and $200,000 (4,749 shares), respectively. Each of the executives’ Cash Retention Awards will (or would have) become payable on June 30, 2025 and each of their Equity Retention Awards will fully vest (or would have fully vested) on June 30, 2025, subject to the executive’s continued employment through such date. If the executive’s employment is involuntarily terminated by us without Cause prior to June 30, 2025, the Cash Retention Award will become payable in full and the vesting of the Equity Retention Award 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 their Severance and CIC Agreement. 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 Agreements. In connection with Messrs. Bujarski and Iskra’s terminations by us without Cause in November 2024, their respective Cash Retention Awards became payable in full and the vesting of their respective Equity Retention Awards accelerated in full in connection with their terminations. In January 2022, in connection with the Combinations, Messrs. Bryant, McLellan and Bujarski and Ms. Hodges received integration/retention equity awards with grant date values of $2,500,000, $350,000, $1,400,000 and $750,000, respectively, in the form of RSUs, of which 50% would vest on the second anniversary of the grant date and the remaining 50% would vest in equal annual installments (25% per year) thereafter subject to continued service through such date. Under the terms of these equity awards, however, if the executive’s employment is terminated by us without cause prior to the full vesting of the equity award, then the unvested portion of the award would vest immediately in full, subject to the executive executing a customary general release of claims. In connection with Messrs. Bryant’s and Bujarski’s terminations by us without cause in February 2024 and November 2024, respectively, the unvested portion of each of their integration/retention equity awards vested in full.
CEO Pay Ratio
CEO Pay Ratio We are providing the following information regarding the relationship of the annual total compensation of our 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 first identified our “median employee” for the 2024 fiscal year by using the following methodology, as permitted by the SEC’s pay ratio disclosure rules: •We selected December 29, 2024 as the date upon which we would identify our employee population and median employee and, from our tax and payroll records, we compiled a list of 6,683 total full-time, part-time, temporary and seasonal employees who were employed on that date. •We used total cash compensation during the 2024 fiscal year as a consistently applied compensation measure to identify our median employee from the employees on the list, excluding our 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 CEO, as reported in the Summary Compensation Table above. For our 2024 fiscal year: •The annual total compensation of the median employee was $89,322; •The annual total compensation of our CEO, as reported in the Summary Compensation Table, was $15,044,937; and •The ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was estimated to be 168 to 1.
CEO Pay Ratio
| QuidelOrtho | 73 | 2025 Proxy Statement |
CEO Pay Ratio
| Executive Compensation | Table of Contents |
CEO Pay Ratio
It should be noted that the SEC’s pay ratio disclosure rules provide reporting companies with flexibility in determining the methodology used to identify the median employee and the pay ratio. Accordingly, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance metrics of the Company. For further information on the Company’s pay-for-performance philosophy and how the Company’s executive compensation is designed to align with the Company’s performance, refer to the “—Compensation Discussion and Analysis” section.
Pay Versus Performance
| (a) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for First PEO(1) ($) | Compensation Actually Paid to First PEO(2) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to Second PEO(2) ($) | Summary Compensation Table Total for Third PEO(1) ($) | Compensation Actually Paid to Third 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) ($) | | | | 2024 | 15,044,937 | 14,425,587 | 6,191,573 | 1,784,689 | 12,050,065 | (1,069,501) | 3,556,530 | 1,826,605 | 59.38 | 105.42 | (2,052.0) | 542.9 | | 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 |
Pay Versus Performance
1.The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table for Mr. Blaser, our President and CEO since May 2024 (“First PEO”), Mr. Iskra, our former interim CEO from February through May 2024 (“Second PEO”) and Mr. Bryant, who served as our President and CEO for all years in the table until February 2024 (“Third PEO”). In 2024, in connection with Mr. Iskra’s termination by us without Cause in November 2024, he received $2,601,801, which was comprised of (a) his severance benefits pursuant to the terms of his Severance and CIC Agreement and (b) his Cash Retention Award that was granted in February 2024 in the amount of $639,630, which became payable upon his termination. In 2024, in connection with Mr. Bryant’s termination by us without Cause in February 2024, he received severance benefits pursuant to the terms of his Severance and CIC Agreement in the amount of $5,604,225. In 2022, Mr. Bryant received a success cash bonus award and 25% of his integration/retention cash bonus award that was paid upon the closing of the Combinations and the remaining 75% was paid in 2023. 2.The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for First PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to First PEO ($) | | 2024 | 15,044,937 | (13,434,938) | 12,815,588 | 14,425,587 |
Pay Versus Performance
| QuidelOrtho | 74 | 2025 Proxy Statement |
Pay Versus Performance
| Table of Contents | Executive Compensation |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for Second PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to Second PEO ($) | | 2024 | 6,191,573 | (2,999,917) | (1,406,967) | 1,784,689 |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for Third PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to Third PEO ($) | | 2024 | 12,050,065 | (6,199,879) | (6,919,687) | (1,069,501) |
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.
Pay Versus Performance
| QuidelOrtho | 75 | 2025 Proxy Statement |
Pay Versus Performance
| Executive Compensation | Table of Contents |
Pay Versus Performance
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 First PEO, Second PEO and Third PEO are as follows:
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:
Analysis of the Information Presented in the Pay versus Performance Table
| QuidelOrtho | 78 | 2025 Proxy Statement |
Analysis of the Information Presented in the Pay versus Performance Table
| Table of Contents | Executive Compensation |
Analysis of the Information Presented in the Pay versus Performance Table
| QuidelOrtho | 79 | 2025 Proxy Statement |
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 24, 2025 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 24, 2025, there were 67,454,614 shares of our Common Stock outstanding.
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 | | | | T. Rowe Price Investment Management, Inc.(3) 101 E. Pratt Street Baltimore, Maryland 21201 | 11,238,826 | 16.7 | | BlackRock, Inc.(4) 50 Hudson Yards New York, New York 10001 | 8,440,215 | 12.5 | | The Vanguard Group(5) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 6,819,139 | 10.1 | | Rubric Capital Management LP(6) 155 E. 44th Street, Suite 1630 New York, New York 10017 | 5,550,000 | 8.2 | | Invesco Ltd.(7) 1331 Spring Street NW, Suite 2500 Atlanta, Georgia 30309 | 3,447,446 | 5.1 | | Directors | | | | Kenneth F. Buechler(8) | 128,892 | * | | John R. Chiminski(9) | 2,523 | * | | Evelyn S. Dilsaver(10) | 10,624 | * | | R. Scott Huennekens(11) | 2,523 | * | | Edward L. Michael(12) | 26,342 | * | | Mary Lake Polan(13) | 39,050 | * | | Ann D. Rhoads(14) | 15,705 | * |
Analysis of the Information Presented in the Pay versus Performance Table
| QuidelOrtho | 80 | 2025 Proxy Statement |
Analysis of the Information Presented in the Pay versus Performance Table
| Table of Contents | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Analysis of the Information Presented in the Pay versus Performance Table
| | Beneficial Ownership of Common Stock(1)(2) | | | | Number of Shares (#) | Percent of Class (%) | | Matthew W. Strobeck(15) | 72,807 | * | | Kenneth J. Widder(16) | 50,855 | * | | Joseph D. Wilkins Jr.(17) | 11,506 | * | | Named Executive Officers | | | | Brian J. Blaser(18) | 20,759 | * | | Douglas C. Bryant | 113,936 | * | | Joseph M. Busky(19) | 79,583 | * | | Michelle A. Hodges(20) | 40,991 | * | | Philip D. McLellan(21) | 28,273 | * | | Jonathan P. Siegrist | — | — | | Robert J. Bujarski | 50,251 | * | | Michael S. Iskra | 28,817 | * | | Patrick E. Klein | — | — | | All current directors and executive officers as a group (16 persons)(22) | 530,433 | * |
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 24, 2025 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 Amendment No. 4 to a Schedule 13G filed with the SEC on February 14, 2025 by T. Rowe Price Investment Management, Inc., which reported beneficial ownership of 11,238,826 shares of Common Stock with respect to which T. Rowe Price Investment Management, Inc. has sole voting power of 11,210,251 shares and sole dispositive power over 11,238,826 shares. 4.Based on information reported in Amendment No. 4 to a Schedule 13G filed with the SEC on February 5, 2025 by BlackRock, Inc., which reported beneficial ownership of 8,440,215 shares of Common Stock with respect to which BlackRock, Inc. has sole voting power over 8,267,933 shares and sole dispositive power over 8,440,215 shares. 5.Based on information reported in Amendment No. 4 to a Schedule 13G filed with the SEC on December 6, 2024 by The Vanguard Group, which reported beneficial ownership of 6,819,139 shares of Common Stock with respect to which The Vanguard Group has shared voting power over 27,144 shares, sole dispositive power over 6,720,821 shares and shared dispositive power over 98,318 shares. 6.Based on information reported in Amendment No. 1 to a Schedule 13G filed with the SEC on February 13, 2025 by Rubric Capital Management LP, which reported beneficial ownership of 5,550,000 shares of Common Stock with respect to which Rubric Capital Management LP has shared voting and dispositive power over 5,550,000 shares. The Schedule 13G indicates that the schedule is filed by the following persons: Rubric Capital Management LP and David Rosen, Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital Management LP. 7.Based on information reported in a Schedule 13G filed with the SEC on February 7, 2025 by Invesco Ltd., which reported beneficial ownership of 3,447,446 shares of Common Stock with respect to which Invesco Ltd. has sole voting power over 3,427,535 shares and sole dispositive power over 3,447,446 shares.
Analysis of the Information Presented in the Pay versus Performance Table
| QuidelOrtho | 81 | 2025 Proxy Statement |
Analysis of the Information Presented in the Pay versus Performance Table
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | Table of Contents |
Analysis of the Information Presented in the Pay versus Performance Table
8.Includes (i) 16,877 shares of Common Stock issuable upon the exercise of options that are exercisable on or within 60 days of March 24, 2025, (ii) 5,954 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025, (iii) 16,823 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. 9.Consists of 2,523 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025. 10.Includes (i) 4,929 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025 and (ii) 482 shares of Common Stock underlying an equal number of fully vested RSUs over which Ms. Dilsaver has no voting or dispositive power. 11.Consists of 2,523 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025. 12.Includes (i) 5,650 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025 and (ii) 4,990 shares of Common Stock underlying an equal number of fully vested RSUs over which Mr. Michael has no voting or dispositive power. 13.Includes (i) 5,484 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025, (ii) 10,057 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 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). 14.Includes (i) 5,484 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025 and (ii) 2,089 shares of Common Stock underlying an equal number of fully vested RSUs over which Ms. Rhoads has no voting or dispositive power. 15.Includes (i) 259 shares of Common Stock issuable upon the exercise of options that are exercisable on or within 60 days of March 24, 2025, (ii) 4,929 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025, (iii) 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) 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. 16.Includes (i) 12,086 shares of Common Stock issuable upon the exercise of options that are exercisable on or within 60 days of March 24, 2025, (ii) 5,594 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025 and (iii) 4,703 shares of Common Stock underlying an equal number of fully vested RSUs over which Dr. Widder has no voting or dispositive power. 17.Includes 4,929 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025. 18.Consists of 20,759 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025. 19.Includes (i) 58,814 shares of Common Stock issuable upon the exercise of options that are exercisable on or within 60 days of March 24, 2025, (ii) 4,925 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025 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). 20.Includes (i) 16,946 shares of Common Stock issuable upon the exercise of options that are exercisable on or within 60 days of March 24, 2025 and (ii) 2,463 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025. 21.Includes (i) 13,538 shares of Common Stock issuable upon the exercise of options that are exercisable on or within 60 days of March 24, 2025, (ii) 5,182 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025 and (iii) 2,643 shares of Common Stock underlying an equal number of fully vested RSUs over which Mr. McLellan has no voting or dispositive power. 22.All current directors and executive officers as a group, and includes an aggregate of (i) 118,520 shares of Common Stock issuable upon the exercise of options that are exercisable on or within 60 days of March 24, 2025, (ii) 81,328 shares of Common Stock underlying an equal number of RSUs that vest on or within 60 days of March 24, 2025 and (iii) 41,787 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.
Analysis of the Information Presented in the Pay versus Performance Table
| QuidelOrtho | 82 | 2025 Proxy Statement |
Analysis of the Information Presented in the Pay versus Performance Table
| Table of Contents | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |