Ann D. Rhoads
QuidelOrthoAbout Ann D. Rhoads
Independent director since 2020; age 59. Former CFO with three decades of finance and healthcare leadership across biotech, pharma and healthcare services; recognized as an “audit committee financial expert.” Education: B.S. in Finance (University of Arkansas) and M.B.A. (Harvard Business School). Currently serves as Audit Committee Chair at QuidelOrtho and is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forty Seven, Inc. | Chief Financial Officer | Mar 2018 – Jun 2020 | Public company CFO; capital markets and audit oversight |
| Zogenix, Inc. | EVP & Chief Financial Officer | 2010 – Jan 2017 | Led finance through portfolio evolution |
| Premier, Inc. | Chief Financial Officer | 2000 – 2009 | Scaled supply management finance; public-company rigor |
| Premier, Inc. | VP, Strategic Initiatives | 1998 – 2000 | Strategy and corporate development |
| The Sprout Group | Investment Professional | 1993 – 1998 | VC investing in healthcare; governance exposure |
External Roles
| Company | Role | Committees |
|---|---|---|
| Globus Medical Inc. | Director | Audit Chair; Nominating & Corporate Governance |
| Repare Therapeutics | Director | Audit Chair; Nominating & Corporate Governance |
| iTeos Therapeutics | Director | Audit Chair; Compensation; Nominating & Corporate Governance |
Board Governance
- Committee assignments: Audit Committee Chair; members Evelyn S. Dilsaver and Matthew W. Strobeck (8 meetings in 2024) .
- Independence: Board is majority independent; all committees fully independent; Rhoads is independent under Nasdaq, and satisfies elevated audit committee independence standards .
- Leadership/structure: Independent, non‑executive Chair; Chair and CEO roles separated .
- Attendance/engagement: Board held 11 meetings in 2024; all current directors attended ≥75% of Board/committee meetings; average attendance >97%; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet regularly in executive session .
- Risk oversight: Audit Committee charter includes internal control, IT/cyber, compliance and external auditor oversight; Rhoads identified as audit committee financial expert .
- Auditor change and ICFR: Audit Committee ran a competitive process and appointed KPMG for FY2025; EY dismissed effective Feb 28, 2025. EY reported material weaknesses in 2024 ICFR relating to revenue/AR/rebates controls and DTA realizability (and an interim goodwill control weakness remediated by year‑end 2024) .
- Related‑party transactions: Policy requires Audit Committee review/approval; 2024–2025 disclosures focus on Carlyle stockholder agreement termination; no Rhoads‑related party transactions disclosed .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual cash retainer | $75,000 for non‑employee directors |
| Committee chair cash | Audit Chair: +$25,000 (Comp Chair: +$20,000; N&CG: +$15,000; S&T: +$15,000) |
| Deferred compensation program | Directors may elect 50% or 100% of “Covered Fees” in RSUs; Covered Fees RSUs vest quarterly; “Director Premium RSUs” vest after one year (10%/20%/30% premium for 1/2/4‑year deferral) |
| 2024 Rhoads election | Deferred 50% of fees for 2 years; received 1,173 Covered Fees RSUs and 234 Premium RSUs |
| 2024 Director Compensation (Rhoads) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 98,750 |
| Stock Awards (grant-date fair value) | 219,968 |
| Total | 318,718 |
Performance Compensation
- Annual equity grant: Standard $210,000 grant value in time‑based RSUs; on May 22, 2024, each eligible non‑employee director (incl. Rhoads) received 4,929 RSUs vesting on the first anniversary of grant .
- Deferred fee RSUs: For 2024 election, Rhoads’ Covered Fees RSUs and Premium RSUs were granted pursuant to the plan mechanics above; Covered Fees RSUs vest quarterly; Premium RSUs vest at one year .
- Clawbacks and hedging/pledging: Company maintains clawback policies; Insider Trading Policy prohibits hedging and pledging company stock .
Company-wide incentive context (Board oversight of pay-for-performance):
| Metric (Company Component weight) | Threshold | Target | Maximum | Actual FY2024 |
|---|---|---|---|---|
| Revenue (40% weight) | $2,619m | $2,757m | $2,895m | $2,779m |
| Adjusted EBITDA (60% weight) | $550m | $550m | $605m | $557m |
- 2024 bonus payouts for NEOs approved at 105% of target for both company and individual components (subject to audit consistency), reflecting above‑target outcomes; Say‑on‑Pay in 2024 received >94% support .
Other Directorships & Interlocks
- Current public boards: Globus Medical (Audit Chair), Repare Therapeutics (Audit Chair), iTeos Therapeutics (Audit Chair). No related‑party transactions with QuidelOrtho disclosed .
- Governance note: Multiple external audit chair roles indicate deep audit expertise but imply a high time commitment; the Company’s independence assessments remain satisfied .
Expertise & Qualifications
- Audit committee financial expert; prior public‑company CFO roles (Forty Seven, Zogenix, Premier) .
- Capital markets, M&A, and healthcare operating experience (supply management, biotech) .
- Governance strengths: Risk oversight, internal controls, auditor oversight, and compliance per Audit Committee charter .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 24, 2025) | 15,705 shares |
| % of shares outstanding | ~0.02% (15,705 / 67,454,614) |
| Included in beneficial ownership | 5,484 RSUs vesting within 60 days; 2,089 fully vested RSUs with no voting/dispositive power |
| Stock ownership guidelines | 5x annual cash retainer; all directors meet or are in compliance (retain shares until compliant) |
| Hedging/pledging | Prohibited by policy |
Insider Trades (Form 4 summary – director equity awards/deferrals; no open-market buys/sells disclosed)
Notes: “A – Award” reflects grants or fee-to-RSU conversions per director programs; “M – Exempt” reflects exempt acquisitions/dispositions tied to RSU conversions; no open-market purchases/sales by Rhoads are indicated in the period reviewed (2023–2025). Data compiled from Form 4 filings (links above).
Governance Assessment
-
Strengths
- Independent Audit Committee Chair and audit committee financial expert with deep CFO experience enhances financial reporting and risk oversight credibility .
- Strong engagement indicators: high Board/committee attendance; regular executive sessions; independent Chair .
- Alignment: meaningful equity via annual RSUs; 50% fee deferral into multi‑year RSUs; company prohibits hedging/pledging; robust director ownership guidelines (5x retainer) with compliance .
- Compensation governance: independent consultant (Compensia) with no conflicts; annual review; director pay unchanged for 2025; strong Say‑on‑Pay support in 2024 (>94%) .
-
Watch items / potential red flags
- 2024 material weaknesses in ICFR (revenue/AR/rebates controls; DTA realizability) and subsequent change of auditor to KPMG; places emphasis on audit remediation under Audit Committee oversight .
- Shareholder derivative lawsuits disclosed (details in 10‑K Note 14); continue monitoring for outcomes or board oversight responses .
- Capacity considerations: concurrent audit committee chair roles at three other public companies may constrain bandwidth, though independence and committee requirements are met .
Overall, Rhoads’ finance pedigree and audit leadership are positives for investor confidence amid control remediation and auditor transition, with clear alignment via equity and fee deferrals; continued progress reporting on control remediation and audit quality will be key near‑term governance signals .