Evelyn S. Dilsaver
QuidelOrthoAbout Evelyn S. Dilsaver
Independent director of QuidelOrtho since 2022; age 69. Former President and CEO of Charles Schwab Investment Management (2004–2007) after 16 years in senior roles at The Charles Schwab Corporation (beginning 1991). B.A. in Accounting (Cal State University–Hayward) and Stanford GSB Senior Executive Program. Serves on QuidelOrtho’s Audit Committee; the Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles Schwab Investment Management | President & Chief Executive Officer | 2004–2007 | Led mutual fund arm; extensive executive leadership experience |
| The Charles Schwab Corporation | Executive/Senior roles incl. EVP/SVP, Asset Mgmt Products & Services (at CSIM) | 1991–2007 | Financial and asset management expertise |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Tempur Sealy International, Inc. | Director | Audit Committee (Chair); Nominating & Corporate Governance Committee |
| HealthEquity, Inc. | Director | Nominating & Corporate Governance Committee (Chair) |
| PACS Group | Director | Nominating & Corporate Governance Committee (Chair); Audit Committee; Compensation Committee |
| Ortho Clinical Diagnostics Holdings plc (prior) | Director (until May 2022) | Audit Committee (Chair) |
| Ballard Private Real Estate Fund (private) | Director | — |
| Protivi Inc. | Advisory Board Member | — |
Board Governance
- Committee assignment: Audit Committee member; 2024 Audit Committee meetings held: 8 . Audit Committee Chair is Ann D. Rhoads; committee responsibilities include oversight of financial reporting, internal controls, compliance, risk, IT and cybersecurity; all members are financially literate under Nasdaq rules .
- Independence: The Board determined all current directors except the CEO are independent; Audit, Compensation, and Nominating committee members meet heightened SEC/Nasdaq independence standards .
- Attendance and engagement: Board held 11 meetings in 2024; all current directors attended at least 75% of Board and committee meetings (average >97%); all then‑serving directors attended the 2024 annual meeting of stockholders .
- Years of service: Director since 2022 .
Fixed Compensation
| Component (Director) | Amount/Terms | 2024 Actual for Dilsaver |
|---|---|---|
| Annual cash retainer (non‑employee director) | $75,000 | $73,750 Fees Earned/Paid in Cash |
| Committee chair retainers (if applicable) | Audit $25,000; Comp $20,000; Nominating $15,000; Sci & Tech $15,000 | Not applicable (not a chair at QuidelOrtho) |
| Meeting fees | None disclosed | — |
Performance Compensation
| Equity Component | Grant Value / Shares | Grant Date | Vesting / Notes |
|---|---|---|---|
| Annual RSU grant (time‑based) | $210,000 grant‑date value; 4,929 RSUs per non‑employee director | May 22, 2024 | Vests on first anniversary of grant; time‑based (no performance conditions) |
| Deferred compensation elections (Covered Fees RSUs + Premium) | Not elected by Dilsaver (—/N/A) | 2024 election period | Program allows deferral of cash fees into RSUs plus 10–30% premium RSUs; Dilsaver did not participate in 2024 |
No option awards or performance share units are disclosed for directors in 2024; director equity is primarily time‑based RSUs .
Other Directorships & Interlocks
| Company | Industry Relation to QDEL | Role Detail |
|---|---|---|
| Tempur Sealy International, Inc. | Unrelated (consumer bedding) | Audit Chair; Nominating & Corporate Governance member |
| HealthEquity, Inc. | Unrelated (HSA administration) | Nominating & Corporate Governance Chair |
| PACS Group | Healthcare services (SNFs) | Nominating & Corporate Governance Chair; Audit; Compensation |
| Ortho Clinical Diagnostics (prior) | Diagnostics (legacy of QDEL combination) | Audit Chair until May 2022 |
Expertise & Qualifications
- Former President & CEO of Charles Schwab Investment Management; deep financial and governance expertise relevant to Audit Committee service .
- Education: B.A. in Accounting (CSU–Hayward); Stanford GSB Senior Executive Program .
- Financial literacy affirmed by Board via Audit Committee composition; Audit Committee financial expert designation resides with the chair, Ann D. Rhoads .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 10,624 shares; less than 1% of outstanding |
| RSUs held (aggregate at Dec 29, 2024) | 5,411 RSUs (includes Covered Fees RSUs and Premium RSUs, if any) |
| Director stock ownership guideline | 5x annual cash retainer; 5‑year compliance window from election or May 27, 2022; all directors meet or are in compliance |
| Hedging/Pledging disclosure | Insider Trading Policy disclosed; no specific hedging/pledging details provided in cited sections |
Governance Assessment
- Audit oversight: As an Audit Committee member, she contributes to oversight of financial reporting, internal controls, compliance, and cybersecurity—key areas for investor risk management .
- Independence and attendance: Independent under Nasdaq rules; Board/committee attendance thresholds met (≥75%), with average attendance >97%; attended 2024 annual meeting—supporting engagement .
- Ownership alignment: Subject to and in compliance with robust 5x retainer stock ownership guideline; also holds RSUs from annual director grants, aligning incentives with shareholders .
- Compensation mix: 2024 director comp for Dilsaver skewed to equity ($210,000 RSUs) versus cash ($73,750), aligning with long‑term value creation; 2025 director compensation unchanged after external review by Compensia .
- Time commitments: Holds multiple external directorships and several committee chair roles (Tempur Sealy Audit Chair; HealthEquity NGC Chair; PACS Group NGC Chair), which enhances cross‑industry governance insight but represents a meaningful workload consideration .