Edward L. Michael
QuidelOrthoAbout Edward L. Michael
Independent director since 2018 (age 68). Managing Partner and co‑founder of LionBird Ventures; previously Executive Vice President, Diagnostic Products at Abbott Laboratories, where he held legal, commercial, and operational roles over nearly 27 years. Education: B.A. and J.D., Indiana University. Current QuidelOrtho board roles: Chair, Compensation Committee; member, Science & Technology Committee. No other current public company directorships and none in the past five years.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Abbott Laboratories | Executive Vice President, Diagnostic Products; prior legal, commercial and operational roles across divisions | “Nearly 27 years” at Abbott; EVP Diagnostics most recent | Deep diagnostics operating expertise; large-scale commercial and legal background |
| LionBird Ventures | Managing Partner and co‑founder | Founded 2012; ongoing | Early-stage digital health investing; governance and incentive design exposure |
External Roles
| Organization | Role | Timing | Notes |
|---|---|---|---|
| LionBird portfolio companies (private) | Director (select private portfolio boards) | Ongoing | Private company board seats via LionBird; not public company directorships |
| Public company boards | — | — | None current; none in prior 5 years |
Board Governance
- Independence: Board determined Michael is independent under Nasdaq; all current committee members across Audit, Compensation, and Nominating are independent.
- Committee assignments (2024): Compensation Committee Chair; Science & Technology Committee member. Compensation met 4x; S&T met 4x; Board met 11x.
- Attendance: All directors attended at least 75% of applicable meetings; average director attendance >97% in 2024.
- Annual meeting engagement: All then‑serving directors attended the 2024 annual meeting.
- Board leadership: Independent Chair; separate CEO and Chair; regular executive sessions of non‑employee directors.
Fixed Compensation
| Element | Policy/Amount | Michael 2024 |
|---|---|---|
| Annual cash retainer (non‑employee director) | $75,000 | Included within $93,750 fees column (cash or RSU deferral) |
| Committee chair fee (Compensation) | $20,000 | Included within $93,750 fees column (cash or RSU deferral) |
| Fees earned/paid (column in proxy table) | — | $93,750 (includes any covered fees deferred into RSUs) |
- Deferred compensation election (2024): Elected to defer 100% of covered fees for 4 years, receiving 2,230 Covered Fees RSUs and 669 Director Premium RSUs (10–30% premium RSUs scale; 4‑year deferral premium = 30% under plan).
Performance Compensation
Non‑employee director equity is time‑based RSUs (no performance metrics); annual grants typically vest on the first anniversary. Directors may also receive RSUs via deferred fees and “premium” RSUs for longer deferral.
| Award Type | Grant Date | Shares | Grant‑date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | 05/22/2024 | 4,929 | Part of $238,499 total stock awards in 2024 | Vests on first anniversary |
| Covered Fees RSUs (deferred fees) | 2024 cycle | 2,230 | Reflected within 2024 director stock awards | Vests quarterly aligned to fee payments |
| Director Premium RSUs (deferral premium) | 2024 cycle (4‑yr) | 669 | Included in 2024 stock awards | One‑year vesting from grant |
| Total 2024 stock awards (all RSUs) | — | — | $238,499 | — |
Program terms:
- Annual director equity grant target value: $210,000 (time‑based RSUs)
- Deferred Fees Program: 50%/100% deferral option; premium RSUs of 10%/20%/30% for 1/2/4‑year deferrals; premium RSUs vest after one year.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None |
| Prior public company boards (past 5 yrs) | None |
| Compensation committee interlocks | None reported; committee members are not current or former officers; no reportable related transactions |
| Consultant independence | Compensia engaged; assessed independent with no conflicts |
Expertise & Qualifications
- Diagnostics industry operating leadership (Abbott EVP, Diagnostics Products); deep understanding of lab, rapid and molecular diagnostics.
- Legal training (J.D., Indiana University) supports governance and compensation oversight.
- Venture investor (LionBird) in digital health; exposure to emerging healthcare technology.
- Board skills matrix highlights strategy, finance/M&A, risk management, and sector technical experience.
Equity Ownership
| Measure | Value/Detail |
|---|---|
| Beneficial ownership (3/24/2025) | 26,342 shares (less than 1%) |
| Included within above | 5,650 RSUs vesting within 60 days; 4,990 fully vested RSUs (no voting/dispositive power) |
| Director stock ownership guideline | 5x annual cash retainer; directors meet or are in compliance via retention until met |
| Hedging/pledging | Prohibited by policy; no approvals granted to current employees/directors |
Governance Assessment
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Strengths
- Independent director; chairs Compensation Committee; member of Science & Technology Committee—aligns with his diagnostics and governance background. Attendance robust at board/committee level (>97% average), and directors attended the 2024 annual meeting.
- Compensation Committee governance: independent members; no interlocks; use of independent consultant (Compensia) with no conflicts. Strong clawback policy updated in Jan/Feb 2025 and a supplemental discretionary clawback adopted in Jan 2025.
- Pay‑for‑performance signals at the executive level (which his committee oversees): increased weighting to performance‑based RSUs (TSR PSUs) in 2024 and 2025; 2024 say‑on‑pay approval exceeded 94%, indicating shareholder support.
- Alignment: director equity grants and fee deferral into RSUs; ownership guidelines at 5x retainer; hedging/pledging prohibited.
-
Watch items for investors
- Equity plan share request: Board seeking +6.2M shares; overhang would rise to 12.99% if approved—dilution optics to monitor (Comp Chair influence).
- 2024 executive retention and acceleration decisions during leadership transitions (cash and equity retention awards; severance acceleration) reflect situational judgment; continue to watch committee rigor and disclosure quality under Michael’s chairship.
- Company had material weaknesses in 2024 ICFR and changed auditors to KPMG in 2025 (Audit Committee purview, not Michael’s committees), but overall governance oversight remains a general Board responsibility.
-
Conflicts/related‑party
- Related party transaction policy administered by Audit; disclosure lists significant items (e.g., historical Carlyle agreement) but no transactions involving Michael.
- Section 16 compliance: Company states timely filings in 2024 except one late Form 4 each for two others (Hodges, Klein); no indication of issues for Michael.
Overall: Michael brings directly relevant diagnostics leadership and legal training, leads the Compensation Committee with independent processes and updated clawbacks, and shows alignment via equity ownership and fee deferrals. Key monitoring areas are equity plan dilution levels and the committee’s continued discipline on retention/acceleration amid executive changes.