John R. Chiminski
QuidelOrthoAbout John R. Chiminski
Independent director since December 2024 (age 61), formerly Executive Chair (2022–2023) and President & CEO (2009–2022) of Catalent, with prior senior roles at GE Healthcare including CEO of GE Medical Diagnostics (2007–2009). He holds a B.S. (Michigan State), M.S. (Purdue) in electrical engineering, and a Master’s in Management from Kellogg, bringing deep operations, manufacturing, and healthcare diagnostics leadership to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalent, Inc. | Executive Chair | Jul 2022–Jun 2023 | Led board/strategic transition post-CEO tenure |
| Catalent, Inc. | President & CEO | Mar 2009–Jul 2022 | Scaled global CDMO operations |
| GE Medical Diagnostics | President & CEO | 2007–2009 | Led diagnostics business within GE Healthcare |
| GE Healthcare | VP & GM, Global Magnetic Resonance | 2005–2007 | Managed global MR modalities |
| GE Healthcare | VP & GM, Global Healthcare Services | 2001–2005 | Ran global services; cross-functional leadership |
| GE (earlier) | Manufacturing & Engineering roles | Prior to 2001 | Cross-functional operations foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catalent, Inc. | Director | Until 2023 | Prior public company directorship |
| PhenomeX Inc. | Director | Until 2023 | Prior public company directorship |
| — | Current public company boards | — | None |
Board Governance
- Independence: Independent under Nasdaq rules; all board committees are fully independent; separate Chair and CEO structure with independent Chair .
- Committees: No committee service in 2024 due to December appointment. The board expects to appoint Chiminski to the Audit Committee and Science & Technology Committee upon election at the 2025 Annual Meeting .
- Attendance: Board held 11 meetings in 2024; all directors attended ≥75% of meetings for their service periods and average attendance exceeded 97% .
- Committee cadence (2024): Audit (8), Compensation (4), Nominating & Governance (5), Science & Technology (4) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | Paid quarterly; pro-rated if partial year |
| Chair of Board retainer | $150,000 | Annual cash |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating & Governance $15,000; Science & Technology $15,000 | Annual cash; pro-rated |
| 2024 cash fees (Chiminski) | $0 | Joined Dec 2024; 2024 director comp shows no cash fees |
Performance Compensation
| Date | Instrument | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Dec 2024 (appointment) | Pro‑rated annual RSUs | 2,523 | 96,393 | Time-based; RSUs for directors vest on first anniversary of grant date |
| May 22, 2025 (Form 4) | Common Stock (from RSUs) | 2,523 | — | Reported as A-Award; companion RSU conversion shown same filing |
| May 22, 2025 (Form 4) | RSUs (Equity Grant) | 2,523 | — | Reported as M-Exempt conversion/disposition; director grant mechanics |
| May 29, 2025 (Form 4) | RSUs (Equity Grant) | 6,829 | — | Time-based grant |
| May 29, 2025 (Form 4) | RSUs (Converted) | 2,439 | — | From deferred compensation election; issued per plan |
| May 29, 2025 (Form 4) | RSUs (Premium) | 487 | — | Premium RSUs under Board Deferred Compensation Plan (10–30% based on deferral period) |
Notes
- The Board Deferred Compensation Plan allows directors to defer cash fees into RSUs with an additional premium (10% for 1-year, 20% for 2-year, 30% for 4-year deferral), aligning incentives to longer holding periods .
- Director equity grants are time-based RSUs; the company’s pay-for-performance metrics (context for executive plans) are Adjusted EBITDA, Revenue, and TSR .
Other Directorships & Interlocks
| Company | Relationship to QDEL | Potential Interlock/Conflict |
|---|---|---|
| Catalent (prior) | No disclosed related-party transactions with QDEL | None disclosed in proxy; related-party section focuses on Carlyle-related matters |
| PhenomeX (prior) | None disclosed | None disclosed |
Expertise & Qualifications
- Executive leadership in healthcare manufacturing and services; operational efficiency, risk management, and corporate finance/M&A experience (board skills matrix shows strong strategy, operations, finance, risk) .
- Electrical engineering degrees plus advanced management education (Kellogg) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | As-of Date |
|---|---|---|---|
| John R. Chiminski | 2,523 | 0.0037% | March 24, 2025 |
| RSUs held (Chiminski, aggregate at FY-end) | 2,523 | — | December 29, 2024 |
| Options held (Chiminski) | 0 | — | December 29, 2024 |
| Shares outstanding | 67,454,614 | — | March 24, 2025 |
Policy alignment
- Directors must hold 5x annual cash retainer; directors meet or are in compliance (5-year window from later of appointment or May 27, 2022) .
- Insider Trading Policy prohibits hedging and pledging, supporting alignment with shareholders .
Insider Trades (Form 3/4 Summary)
Governance Assessment
- Committee fit and effectiveness: Audit and Science & Technology appointments (expected) align with Chiminski’s operational rigor and diagnostics experience—valuable given recent internal control material weaknesses (revenue/AR/rebates controls; deferred tax assets evaluation) noted by EY for FY2024; board transitioned auditor to KPMG for FY2025, indicating heightened oversight posture .
- Independence and engagement: Independent status, strong attendance culture, and regular executive sessions support robust oversight; investor engagement program active, with majority of top 50 stockholders engaged in 2024 .
- Director pay and alignment: 2024 compensation was equity‑heavy (no cash fee; pro‑rated RSUs), with participation in deferred RSU structures in 2025, including premium RSUs—signals longer-term alignment and skin-in-the-game via equity holding requirements and anti-hedging/pledging policy .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Chiminski; the principal related-party item in 2024 was Carlyle’s exit and termination of its stockholders agreement, removing board designation rights—reducing interlock risks .
- Pay-for-performance context (company): Executive incentives key on Adjusted EBITDA, Revenue, and TSR, with positive say-on-pay (94%+ approval) in 2024—supportive governance backdrop for director oversight of compensation .
RED FLAGS and Watch Items
- ICFR material weaknesses in 2024 (revenue/AR/rebates; deferred tax assets) and an interim weakness in goodwill impairment review (remediated by year-end) require continued audit committee rigor; Chiminski’s expected Audit Committee role will be critical to remediation tracking .
- No pledging/hedging allowed, mitigating alignment risk; no director-related party transactions disclosed for Chiminski—low conflict profile .