QuidelOrtho Corp Files Definitive Proxy Statement

TL;DR

<b>QuidelOrtho Corp has filed its Definitive Proxy Statement for the period ending April 2, 2024, detailing executive compensation and equity awards.</b>

AI Summary

QuidelOrtho Corp (QDEL) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. QuidelOrtho Corp filed a Definitive Proxy Statement (DEF 14A) on April 2, 2024. The filing covers the period ending April 2, 2024. The company's former name was Coronado Topco, Inc., with a name change on January 24, 2022. The filing includes data on equity awards for PEO and Non-PEO members for fiscal years 2021, 2022, and 2023. Specific data points include Year-End Fair Value of Equity Awards and Year-Over-Year Change in Fair Value of Equity Awards.

Why It Matters

For investors and stakeholders tracking QuidelOrtho Corp, this filing contains several important signals. This DEF 14A filing provides crucial details on executive compensation, including equity awards, which are key components of shareholder value and executive incentives. Understanding the equity award data allows investors to assess management's alignment with shareholder interests and the potential dilution from stock-based compensation.

Risk Assessment

Risk Level: — QuidelOrtho Corp shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags or significant new information indicating high risk.

Analyst Insight

Review the executive compensation details and equity award valuations to understand potential impacts on shareholder value and dilution.

Key Numbers

• 2024-04-02 — Filing Date (Date the DEF 14A was filed)
• 2024-04-02 — Period of Report (The reporting period for the filing)
• 2022-01-24 — Date of Name Change (Date Coronado Topco, Inc. changed its name to QuidelOrtho Corp)

Key Players & Entities

• QuidelOrtho Corp (company) — Filer of the DEF 14A
• Coronado Topco, Inc. (company) — Former name of QuidelOrtho Corp
• Douglas C. Bryant (person) — Mentioned in the filing

FAQ

Industry Context

QuidelOrtho Corp operates in the In Vitro & In Vivo Diagnostic Substances industry, focusing on diagnostic solutions.

Regulatory Implications

The filing is a DEF 14A, which is a standard SEC filing required for companies soliciting proxies from shareholders, particularly concerning annual meetings and executive compensation.

What Investors Should Do

1. Analyze the specific dollar values and growth percentages related to equity awards for PEO and Non-PEO members across fiscal years 2021-2023.
2. Compare the year-over-year changes in the fair value of equity awards to assess trends in executive compensation.
3. Review any disclosed breakdowns of equity award components (e.g., stock options, restricted stock units) to understand the nature of the compensation.

Key Dates

• 2024-04-02: Filing of DEF 14A — Indicates the reporting of executive compensation and other corporate governance matters.
• 2022-01-24: Name Change — Marks the transition from Coronado Topco, Inc. to QuidelOrtho Corp.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine disclosure. Specific comparative data from previous filings is not directly extractable from the provided text, but the filing does present data for multiple prior fiscal years (2021, 2022, 2023).

Filing Documents

• qdel-20240402.htm (DEF 14A) — 1431KB
• qdel-20240402_g1.jpg (GRAPHIC) — 132KB
• qdel-20240402_g10.jpg (GRAPHIC) — 121KB
• qdel-20240402_g11.jpg (GRAPHIC) — 126KB
• qdel-20240402_g12.jpg (GRAPHIC) — 123KB
• qdel-20240402_g13.jpg (GRAPHIC) — 998KB
• qdel-20240402_g14.jpg (GRAPHIC) — 1094KB
• qdel-20240402_g2.jpg (GRAPHIC) — 12KB
• qdel-20240402_g3.jpg (GRAPHIC) — 2KB
• qdel-20240402_g4.jpg (GRAPHIC) — 2KB
• qdel-20240402_g5.jpg (GRAPHIC) — 2KB
• qdel-20240402_g6.jpg (GRAPHIC) — 27KB
• qdel-20240402_g7.jpg (GRAPHIC) — 27KB
• qdel-20240402_g8.jpg (GRAPHIC) — 28KB
• qdel-20240402_g9.jpg (GRAPHIC) — 26KB
• 0001906324-24-000018.txt (&nbsp;) — 8581KB
• qdel-20240402.xsd (EX-101.SCH) — 3KB
• qdel-20240402_def.xml (EX-101.DEF) — 4KB
• qdel-20240402_lab.xml (EX-101.LAB) — 6KB
• qdel-20240402_pre.xml (EX-101.PRE) — 3KB
• qdel-20240402_htm.xml (XML) — 132KB

Executive Compensation Vote

Executive Compensation Vote 3 Auditor Matters 3 M eeting Information 4 Record Date a nd Voting 5 Quorum 5 Voting 5 Changing Your Vote 6 Voting Results 6 Attending the Meeting 6 Proposal One - Election of Directors Proposal 8 Nominees for Election 8 Biographical Information 9 Vote Required and Board Recommendation 16 Corporate Governance 17 Board Leadership Structure 17 Risk Oversight 17 Board Meetings, Committees of the Board and Related Matters 18 Director Independence 19 Qualifications and Characteristics for Directors 19 Board Diversity Matrix 20 Audit Committee 21 Audit Committee Report 22 Independent Registered Public Accounting Firm 23 Policy on Audit Committee Pre-approval of Audit and Permissible Non-audit Services 23 Review and Approval of Related Party Transactions 23 Related Party Transactions 24 Compensation Committee 25 Compensation Committee Report 26 Compensation Committee Interlocks and Insider Participation 26 Nominating and Governance Committee 26 Science and Technology Committee 27 Meetings of Non-employee Directors 27 Director Nominations 27 Investor Engagement 28 Director Attendance at Stockholder Meetings 28 Code of Business Conduct and Ethics 28 Access to Corporate Governance Documentation and Other Information Available on Our Website 29 Commitment to ESG Matters 29 Director Compensation 32 Annual Cash Retaine rs 32 Deferred Compensation Program for Non- e mployee Directors 32 Annual Equity Awards 33 Director Compensation Table 34 2024 Director Compensation 35 Director Stock Ownership Guidelines 35 Executive Officers 36

Executive Compensation

Executive Compensation 37 Compensation Discussion and Analysis 37 Summary Compensation Table 52 Grants of Plan-based Awards in Fiscal Year 2023 54 Outstanding Equity Awards at 2023 Fiscal Year-end 56 Option Exercises and RSUs Vested in Fiscal Year 2023 59 Nonqualified Deferred Compensation 61 Employment, Severance and Change in Control Arrangements 61 Potential Post-employment Payments 64 CEO Pay Ratio 66 Pay Versus Performance 67

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter s

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter s 72 Delinquent Section 16(a) Reports 74 Securities Authorized for Issuance Under Equity Compensation Plans 75 Material Features of the 2014 Plan 75 Proposal Two - Say-on-Pay Proposal 76 Vote Required and Board Recommendation 76 Proposal Three - External Auditor Proposa l 77 Vote Required and Board Recommendation 77 Meeting and Other Information 78 Stockholder Proposals and Director Nominations 78 Availability of Additional Information 78

Forward-Looking Statements

Forward-Looking Statements 79 Website References 79 Use of Trademarks 79 Other Business 79 Appendix A - Reconciliation of Non-GAAP Financial Measures A-1 Table of Contents Summary Proxy Information This summary highlights information described in more detail in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should review this entire Proxy Statement carefully before voting. Annual Meeting Time and Date 8:30 a.m. (Pacific Time), May 14, 2024 Place Virtually online at www.virtualshareholdermeeting.com/QDEL2024 Record Date March 18, 2024 Voting Stockholders as of the record date are entitled to one vote per share Ways to Vote Via the Internet at www.proxyvote.com Via telephone at 1-800-579-1639 Via email at sendmaterial@proxyvote.com Proposals and Voting Recommendations Proposal Board Recommendation Page Reference Proposal No. 1 - Election of 10 Director Nominees FOR ALL Nominees 8 Proposal No. 2 - Advisory (Non-binding) Vote on Executive Compensation FOR 76 Proposal No. 3 - Ratification of Ernst & Young as the Independent Auditor for 2024 FOR 77 The Notice of Materials and the related proxy materials were first made available to stockholders on or about April 2, 2024. QuidelOrtho 1 2024 Proxy Statement Table of Contents Director Nominees We are seeking your vote FOR ALL of the director nominees below: Name Age Director Since Principal Occupation Kenneth F. Buechler, Ph.D., Chair 70 2007 Founder and former President and Chief Scientific Officer of Biosite, Inc. Evelyn S. Dilsaver 68 2022 Former President and Chief Executive Officer of Charles Schwab Investment Management Edward L. Michael 67 2018 Managing Partner and Co-Founder of LionBird Ventures and former Executive Vice President, Diagnostics Products at Abbott Laboratories Mary Lake Polan, M.D., Ph.D., M.P.H. 80 1993 Professor of Clinical Obstetrics, Gynecology and Reproductive Sciences,

Executive Compensation Vote

Executive Compensation Vote Consistent with the Board's recommendation and our stockholders' prior indicated preference, we intend to hold an advisory vote to approve our executive compensation annually. Accordingly, we are seeking your approval, on an advisory basis, of the compensation of our NEOs, as further described in the "Executive Compensation—Compensation Discussion and Analysis" section of this Proxy Statement. For a summary of our executive compensation and 2023 performance highlights, please refer to the "Executive Compensation—Compensation Discussion and Analysis" section of this Proxy Statement on page 37 . Auditor Matters As a matter of good corporate practice, and following a robust evaluation of Ernst & Young by our Audit Committee, we are seeking your ratification of Ernst & Young as our independent registered public accounting firm for the 2024 fiscal year. QuidelOrtho 3 2024 Proxy Statement Table of Contents Meeting Information 2024 Annual Meeting of Stockholders to be held on May 14, 2024 This Proxy Statement is being provided to you in connection with the solicitation of proxies by the Board for the Annual Meeting to be held on Tuesday, May 14, 2024, at 8:30 a.m., Pacific Time. The Annual Meeting will be held virtually and can be accessed online at www.virtualshareholdermeeting.com/QDEL2024. The Company utilizes the "Notice and Access" method of providing to stockholders the Notice of the Annual Meeting, Proxy Statement, proxy card and Annual Report (collectively, the "Proxy Materials"). With "Notice and Access" we are permitted to furnish the Proxy Materials to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, you will receive the Proxy Materials in one of the following ways: Notice and Access: Most stockholders will not receive printed copies of the Proxy Materials unless they request them. Instead, the Notice of Materials, which was made available beginning

View Full Filing

View this DEF 14A filing on SEC EDGAR