Jonathan P. Siegrist
QuidelOrthoAbout Jonathan P. Siegrist
Jonathan P. Siegrist, age 43, is Executive Vice President of R&D and Chief Technology Officer at QuidelOrtho, appointed October 7, 2024, after senior R&D leadership roles at Cepheid since 2011, including CTO and Head of Assay R&D (Dec 2023–Oct 2024), CTO (2021–2023), and VP Technology & Innovation (2018–2021) . He holds a Ph.D. and M.S. in Biomedical Engineering from UC Irvine and a B.S. in Electrical Engineering from UCLA, bringing deep assay and systems innovation experience to QuidelOrtho’s pipeline . Company context: FY2024 revenue was $2.8B with Labs revenue growth of 3% reported (4% constant currency ex-COVID/non-core) and respiratory revenue growth of 4% ; adjusted EBITDA was $542.9M and net loss was $(2,052.0)M, while the value of a fixed $100 TSR investment ended at 59.38, reflecting share price declines during 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cepheid | CTO and Head of Assay R&D | Dec 2023–Oct 2024 | Led assay R&D and technology roadmap for molecular diagnostics |
| Cepheid | Chief Technology Officer | 2021–2023 | Directed technology strategy for assays and systems |
| Cepheid | VP, Technology & Innovation | 2018–2021 | Built innovation programs for new technologies and systems |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in proxy |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $575,000 (pro-rated earnings $117,211) | No merit increase approved for 2025 | EVP R&D & CTO effective Oct 7, 2024 |
| Target Bonus (% of Salary) | 75% target; 31.5% threshold; 106.9% max | 75% target; 15.8% threshold; 112.5% max | Annual cash incentive plan maintains structure |
Performance Compensation
Annual Cash Incentive Plan Structure (Company Component)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Notes |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 40% | 2,619 | 2,757 | 2,895 | 2,779 | Linear payout across ranges; combined funding subject to EBITDA |
| Adjusted EBITDA ($mm) | 60% | 550 | 550 | 605 | 557 | Definition excludes FX variances, acquisition/integration, and certain non-cash/unusual items |
• 2024 payout decisions: Committee approved 105% of target for Company Component and 105% for Individual Component; Siegrist’s 2024 bonus paid was $106,683 (April 2025) .
• Individual component range: 25–125% of target (requires at least “partially achieving expectations”) with overall pool constrained by Company funding .
2025 Cash Incentive Plan Targets
| Executive | Threshold (% salary) | Target (% salary) | Max (% salary) |
|---|---|---|---|
| Jonathan P. Siegrist (EVP R&D & CTO) | 15.8% | 75.0% | 112.5% |
Equity Incentives
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Sign-on RSUs (time-based) | 10/15/2024 | 55,970 | $2,249,994 | 1/3 annually over 3 years | Made to compensate lost comp and ineligibility for 2024 LTI; cash sign-on $500,000 with two-year repayment if resign/for cause |
| 2025 Annual RSUs (time-based) | Jan 2025 | 7,346 | Part of $500,000 total target | 1/3 annually | 2025 equity mix: ~50% options, ~50% RSUs |
| 2025 Non-qualified Stock Options | Jan 2025 | 7,347 | N/A | 1/3 annually; 10-year term; strike = closing price at grant | Options vest ratably; exercise price set at grant fair market value |
Outstanding (Unvested) Equity at FY2024 Year-End
| Award | Unvested Shares (#) | Market/Payout Value ($) |
|---|---|---|
| Time-based RSUs (10/15/2024 grant) | 55,970 | $2,476,673 (at $44.25 close) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | None disclosed as of March 24, 2025 (no shares reported) |
| Vested vs Unvested | Unvested RSUs 55,970 at FY2024 year-end |
| Options In-the-Money | No outstanding options disclosed for Siegrist at FY2024 year-end |
| Stock Ownership Guidelines | Section 16 officers: retain 50% of shares until holdings = 2× salary; compliance required within 5 years from later of hire/promotion or 05/27/2022; all execs/directors meet or are in compliance |
| Hedging/Pledging | Hedging prohibited; pledging prohibited except limited cases approved in advance; no approvals granted to current employees/directors |
Employment Terms
• Employment: At-will; EVP R&D & CTO effective October 7, 2024 .
• Severance: Standard Severance and Change-in-Control (CIC) Agreement (2× highest salary within last 3 years + 2× average bonuses over prior 2 years; $25,000 transition payment; up to 2 years medical/dental/vision unless covered elsewhere) .
• CIC Treatment: Double-trigger acceleration—upon CIC Qualifying Termination, immediate vesting/exercisability of unvested stock options and RSUs; performance awards deemed earned at greater of target or actual through CIC date .
• Potential Payments (illustrative, assuming event on Dec 27, 2024):
- Involuntary, not for cause: $1,150,000 base; $250,000 bonus; $79,718 healthcare; $25,000 other .
- CIC: $1,150,000 base; $250,000 bonus; RSU acceleration $2,476,673; $79,718 healthcare; $25,000 other .
• Clawbacks: Nasdaq Rule 10D-1-compliant clawback for incentive-based compensation with three-year lookback on accounting restatements; supplemental discretionary clawback for misconduct or policy/code violations, also three-year lookback, avoiding duplication .
• Insider Trading Policy: Prohibits hedging and pledging; robust governance with code of conduct .
Compensation Structure
Multi-Year Snapshot (2024–2025)
| Element | 2024 | 2025 | Commentary |
|---|---|---|---|
| Base salary | $575,000 (pro-rated earnings $117,211) | No merit increase | Competitive EVP-level base reflecting CTO responsibilities |
| Annual bonus (paid) | $106,683 | In plan (targets per table above) | 2024 payout at 105% of target for both components |
| RSUs | $2,249,994 sign-on (55,970 shares) | ~50% of $500,000 target (7,346 shares) | Time-based vesting aligns retention with performance cadence |
| Options | None in 2024 | ~50% of $500,000 target (7,347 options) | Options increase performance-leverage and downside exposure |
| PSUs | None disclosed for Siegrist | None disclosed for Siegrist | TSR PSUs used for CEO/CFO, not CTO in 2025 |
Performance Metric Linkages
• Annual cash bonus metrics: 40% revenue; 60% Adjusted EBITDA; funding contingent on EBITDA target; linear payout ranges; individual component recognizes role-specific goals .
• Long-term incentives: For Siegrist, 2025 mix of time-based RSUs and stock options; TSR PSUs reserved for CEO/CFO in 2025 .
Risk Indicators & Red Flags
• Hedging/pledging: Prohibited; no pledging approvals to current employees/directors—a positive alignment factor .
• Clawbacks: Enhanced policies (Nasdaq-compliant and supplemental), improving accountability .
• Change-in-control economics: Double-trigger acceleration mitigates single-trigger windfalls; potential significant RSU acceleration under CIC .
• Tax gross-ups: No golden parachute tax gross-ups disclosed for Siegrist; “All Other Compensation” for Siegrist in 2024 was de minimis ($742) .
Say-on-Pay & Peer Group Context
• 2024 say-on-pay approval exceeded 94%, indicating broad shareholder support for NEO pay practices .
• 2024 compensation peer group updated to reflect revenue/market cap criteria; mix includes Bio-Rad, Bruker, Enovis, ICU Medical, PerkinElmer, Hologic, Waters, West Pharma, among others .
Equity Ownership & Upcoming Vesting Pressure
| Date/Item | Shares | Implication |
|---|---|---|
| 10/15/2025 | ~18,657 RSUs (1/3 of 55,970) vest | Creates sell/buy-window considerations; subject to ownership guideline retention |
| 2026 & 2027 anniversaries | ~18,657 RSUs each vest | Continued vesting cadence supports retention; policy limits hedging/pledging |
| 2025–2027 | Options vest 1/3 annually | Leverage to share price performance; 10-year term |
Investment Implications
• Alignment: Mix of time-based RSUs and options for Siegrist ties retention and upside to execution, while prohibitions on hedging/pledging and stock ownership guidelines (2× salary for Section 16 officers) strengthen alignment with shareholders .
• Near-term selling pressure: Significant RSU tranches vest over 2025–2027 (e.g., ~18.7K in Oct 2025), but guideline retention rules and insider trading policy constraints reduce forced selling risk; monitor Form 4s around vest dates for potential net-share settlements .
• Pay-for-performance: Annual bonus linked predominantly to EBITDA (60%) and revenue (40%), with 2024 actuals slightly above target; for Siegrist, long-term equity lacks PSUs but includes options, maintaining performance sensitivity without TSR-based metrics .
• CIC/severance economics: Double-trigger vesting and 2× cash multiple present meaningful retention and transition value; RSU acceleration is material under CIC scenarios (illustrative $2.48M at FY2024 prices) .
• Execution risk: As CTO, Siegrist’s value creation hinges on advancing assays/technology; the company’s 2024 fundamentals (Labs and respiratory growth segments, cost-savings programs, adjusted EBITDA of $542.9M) set the backdrop for R&D-driven margin expansion aspirations .
Overall: Compensation design balances retention and performance via RSUs and options, governance guardrails (clawbacks, hedging/pledging bans) are strong, and upcoming vest schedules merit monitoring for liquidity events; absence of PSUs for the CTO places performance emphasis on operational delivery and share price capture through options rather than TSR metrics .