Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2020, the Board of Directors of Quidel Corporation (the "Company")
increased the size of the Company's Board of Directors from eight to nine
members pursuant to the Company's Bylaws and appointed Ann D. Rhoads, 55, to the
Board to fill the vacancy.
Ms. Rhoads recently served as Chief Financial Officer of Forty Seven, Inc., a
publicly-traded biotechnology company from March 2018 through June 2020.
Previously, Ms. Rhoads was Executive Vice President and Chief Financial Officer
of Zogenix, Inc., a publicly-traded pharmaceutical company, from 2010 through
January 2017. From 2000 through 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 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 currently serves on the board
of directors of the following publicly-traded companies: Evoke Pharma, Inc., a
pharmaceutical company, as chair of the audit committee and as a member of the
compensation committee; Globus Medical Inc., a musculoskeletal solutions
company, as chair of the audit committee and a member of the governance and
nominating committee; Repare Therapeutics, a precision oncology company, as
chair of the audit committee; and iTeos Therapeutics, an immuno-oncology
company, as chair of the audit committee and a member of the compensation and
nominating and governance committee. Ms. Rhoads also recently served on the
Board of Directors of Iridex Corporation, a medical device company, from 2017 to
2018. Ms. Rhoads holds a B.S. in Finance from the University of Arkansas and an
M.B.A. from the Harvard Graduate School of Business Administration.
As a non-employee director, Ms. Rhoads will be compensated on the same basis as
all other non-employee directors of the Company. Accordingly, Ms. Rhoads will
receive a pro rata portion of a $50,000 annual retainer for her service on the
Board and upon her appointment will receive a pro rata portion of the annual
grants made to non-employee directors in 2020 under the Company's 2018 Equity
Incentive Plan.
There is no arrangement or understanding between Ms. Rhoads and any other person
pursuant to which she was selected as a director. Ms. Rhoads does not have any
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. Ms. Rhoads has entered into the
standard Company director indemnification agreement.
Also, on August 24, 2020, the Compensation Committee recommended, and the full
Board approved, certain compensation changes to our CEO and CFO compensation in
connection with the Company's significant achievements in connection with the
development, manufacturing and commercialization of SARS CoV-2 assays to help
meet the COVID-19 pandemic testing needs.
Specifically, the Compensation Committee recommended, and the full Board
approved, a salary increase effective as of August 31, 2020, from $710,188 to
$850,000 for Douglas Bryant, the Company's Chief Executive Officer. In addition,
Mr. Bryant was granted an award of 4,381 time-based restricted stock units
(RSUs) and 10,593 stock options. One-third of the RSUs and stock options will
vest each year on the anniversary of the date of grant, subject to continued
employment. In the event that Mr. Bryant remains employed by the Company as of
December 31, 2023, the post-termination exercise period of such stock options
shall be extended for the full ten years from the date of grant. The salary
increase and equity awards were intended to recognize the significant and
successful efforts of Mr. Bryant in leading the Company's response to the
COVID-19 pandemic and development, manufacture and commercialization of various
SARS CoV-2 products and to incentivize retention of Mr. Bryant through at least
December 31, 2023.
In addition, Randy Steward, the Company's Chief Financial Officer, was granted
876 time-based RSUs. One-third of the RSUs will vest each year on the
anniversary of the date of grant, subject to continued employment. This RSU
grant was intended to recognize the significant and successful efforts of Mr.
Steward to obtain funding through the National Institutes of Health (NIH) Rapid
Acceleration of Diagnostics-Advanced Technology Platforms (RADx-ATP) initiative
and enhance the Company's manufacturing capacity for its Sofia SARS antigen
point-of-care testing solution.
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