Kathy Ordoñez
PACIFIC BIOSCIENCES OF CALIFORNIAAbout Kathy Ordoñez
Kathy Ordoñez, age 74, has served on PacBio’s Board since December 2014 and is currently an independent director. She briefly served as PacBio’s Chief Commercial Officer and EVP (Oct 2017–Oct 2018). She brings 30+ years of life sciences/diagnostics leadership, including CEO of Celera, founding Celera Diagnostics, and leading Roche Molecular Systems’ commercial rollout of PCR; she holds a B.A. in Chemistry and an honorary Doctorate of Science from Hartwick College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Biosciences (PacBio) | Chief Commercial Officer & EVP | Oct 2017–Oct 2018 | Led commercial functions during transition period |
| Quest Diagnostics | SVP (R&D lead; oversight of businesses commercializing diagnostic products/testing) | Jan 2012–Jun 2013 | Oversight of multiple diagnostic portfolios |
| Celera Corporation | Chief Executive Officer | Apr 2002–May 2011 | Led genetic testing products; strategic execution |
| Celera Diagnostics | Founder | Dec 2000 | Built diagnostics franchise within Celera |
| Hoffmann‑La Roche / Roche Molecular Systems | Senior roles; President & CEO, RMS | 1985–2000 | Led PCR’s wide-scale commercial application (research, diagnostic, forensic) |
| RainDance Technologies | Director, Non‑Executive Chairman, CEO | Pre‑Feb 2017 | Company sold to Bio‑Rad Laboratories (Feb 2017) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Science Mill | Director | Current | Non-profit board service |
| Quidel Corporation | Director; Compensation Committee member | Jul 2019–May 2022 | Left before Quidel/Ortho combination closed (May 2022) |
Board Governance
- Independence: The Board determined Ms. Ordoñez is independent under Nasdaq rules .
- Committee assignments: Member, Compensation Committee; Chair, Science & Technology Committee .
- Committee cadence (FY2024): Audit 7; Compensation 9; Corporate Governance & Nominating 4; Science & Technology 4 .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings .
- Term and declassification: Director since 2014; nominated as Class III director in 2025 to serve a one‑year term expiring at the 2026 annual meeting as part of the Board’s ongoing declassification .
Fixed Compensation
| Component | FY2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $57,000 | Implies $40,000 base + $10,000 Science & Tech chair + $7,000 Compensation member under policy |
| Meeting fees | $0 | No per‑meeting fees per policy |
- Outside Director Compensation Policy (Apr 2025): Base retainer $40,000; Science & Tech chair $10,000; Compensation member $7,000; Chair of Board $40,000; Audit chair $20,000 (members $10,000); Corporate Governance & Nominating chair $10,000 (members $5,000). Paid quarterly in advance; reasonable expenses reimbursed .
- Engagement: No per‑meeting fees incentivizes strategic rather than transactional attendance .
Performance Compensation
| Equity Awards (FY2024) | Grant Date Fair Value (USD) | Vesting/Terms |
|---|---|---|
| Stock awards (RSUs) | $37,655 | Initial RSUs: vest 1/3 on 1st, 2nd, 3rd anniversaries of initial start date; annual equity policy updated Apr 2025 focuses annual option grants |
| Option awards | $37,656 | Initial options: 1/3 at year 1 then monthly over 24 months; annual options vest monthly over 1 year or until next annual meeting |
| Outstanding Equity (as of Dec 31, 2024) | Count (shares) | Exercisable (shares) |
|---|---|---|
| RSUs outstanding | 22,821 | — |
| Stock options outstanding | 180,353 | 164,263 |
- Annual Awards (2025 meeting): Each continuing non‑employee director will receive options with grant‑date fair value $200,000 (subject to 65,000 share cap; Ms. Ordoñez not prorated), number of shares ND until grant date .
- Change‑of‑control: 2010 Director Plan single‑trigger full vesting for legacy director awards; under 2020 Plan, if awards not assumed/substituted, full acceleration (performance deemed at 100%); if assumed for non‑employee directors and the director is terminated other than voluntary resignation (unless at acquirer’s request), then accelerated vesting applies .
- Clawback: Awards subject to company clawback policy; Compensation Recovery Policy adopted Oct 2023 per Dodd‑Frank listing standards .
Other Directorships & Interlocks
| Company | Industry Link to PacBio | Interlock/Conflict Risk |
|---|---|---|
| Quidel (former) | Diagnostics; adjacent to genomic applications | Ended May 2022; no current interlock; no related‑party transactions disclosed for Ordoñez |
| Science Mill (current) | Non‑profit STEM | No commercial dealings disclosed |
- Related party transactions: FY2024 related‑party disclosures involve entities tied to other directors (4D Molecular Therapeutics; Stanford). No related‑party transactions disclosed for Ms. Ordoñez .
Expertise & Qualifications
- Diagnostics leadership (Celera CEO; Quest SVP; Roche Molecular Systems President/CEO) with proven commercialization of PCR technology across research/clinical/forensic applications .
- Strategic governance: Prior chair and CEO experience; compensation committee exposure; long‑tenured independent director at PacBio .
- Education: B.A. Chemistry; honorary Doctorate of Science (Hartwick College) .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 380,216 | Direct/indirect holdings excluding RSUs/options not yet vested |
| Right to acquire (60‑day window) | 203,174 | Options exercisable + RSUs vesting within 60 days (as defined) |
| Total beneficial ownership | 583,390 | <1% of class (300,041,319 SO) |
| Shares pledged as collateral | None disclosed | No pledging disclosures for directors; Section 16 compliance affirmed |
- Alignment: FY2024 director pay mix for Ms. Ordoñez was ~43% cash ($57k) and ~57% equity ($75.3k total equity fair value), supporting long‑term alignment with shareholders .
Governance Assessment
-
Strengths
- Independent director; deep diagnostics commercialization experience; chairs Science & Technology Committee—directly relevant to PacBio’s innovation and quality oversight .
- Strong board engagement (≥75% attendance) and long tenure; no related‑party transactions linked to her; compliant Section 16 filings .
- Director equity holdings and ongoing option grants provide alignment; structured director compensation with modest cash retainers reduces short‑term incentives .
-
Watch items
- Legacy single‑trigger acceleration on director awards under the 2010 Director Plan, and broad administrator discretion under the 2020 Plan; while common, investors may prefer strict double‑trigger treatment for directors to avoid windfalls in change‑of‑control scenarios .
- Elevated company‑wide equity overhang if shareholders approve the 2025 increase (from 16.5% to 24.2%), though this is an enterprise consideration rather than director‑specific; monitor dilution and annual grant levels to ensure pay‑for‑performance discipline .
Overall, Ms. Ordoñez presents strong board effectiveness credentials with domain expertise, independent status, and committee leadership in science/technology. Lack of related‑party exposure and equity‑weighted compensation support investor confidence; change‑of‑control equity treatment remains a governance point to watch .