Joseph M. Busky
QuidelOrthoAbout Joseph M. Busky
Joseph M. Busky, age 57, is Chief Financial Officer of QuidelOrtho (QDEL) since May 2022, previously serving as CFO of Ortho Clinical Diagnostics (2020–2022), CFO of Vyaire Medical (2018–2020), CEO of Qualtek (2017–2018), and CFO of FDH Velocitel (2015–2017), with 11 years in leadership and finance roles at Siemens Medical Solutions Diagnostics/Dade Behring earlier in his career. He holds an MBA (Finance) and BBA (Accounting) from Loyola University and a Maryland CPA credential through the American Institute of Certified Public Accountants . Executive pay is tethered to revenue and Adjusted EBITDA in the annual cash plan and to relative TSR for performance RSUs; company performance in 2024 included $2.8B revenue with Labs and respiratory growth and a cash bonus payout approved at 105% of target for corporate and individual components .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ortho Clinical Diagnostics | Chief Financial Officer | 2020–2022 | Led finance during public company tenure prior to QDEL combination |
| Vyaire Medical, Inc. | Chief Financial Officer | 2018–2020 | Finance leadership in global medical devices |
| Qualtek | Chief Executive Officer | 2017–2018 | Operational leadership in infrastructure solutions |
| FDH Velocitel | Chief Financial Officer | 2015–2017 | Finance leadership in engineering services |
| Siemens Medical Solutions Diagnostics/Dade Behring | Leadership & Finance Roles | ~2004–2015 | Diagnostics finance/operations experience over 11 years |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Institute of Certified Public Accountants (Maryland) | CPA credential | Ongoing | Professional credential supporting financial leadership |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | 680,000 | 680,000 (inclusive of 2025 merit adjustment approved Nov 2024) |
| Target Bonus (% of Salary) | 100% | 100% |
| Bonus Payout ($) | 714,000 (paid at 105% Company; 105% Individual) | Not disclosed / not yet determined |
Performance Compensation
2024 Annual Cash Incentive Plan (Company Component)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 40% | 2,619 | 2,757 | 2,895 | 2,779 | Corporate component funded at 105% of target based on actuals |
| Adjusted EBITDA ($mm) | 60% | 550 | 550 | 605 | 557 | Corporate component funded at 105% of target based on actuals |
Additional terms:
- Individual component calibrated 25–125% of target; 105% approved for Busky reflecting goals in efficiency, cost-savings, customer excellence, and profitable growth .
- EBITDA target must be met to initiate payout; committee retains discretion for unforeseen events .
Long-Term Equity Incentives
2024 Grants (approved Feb 8, 2024; additional retention grant Feb 27, 2024):
- Performance RSUs (TSR PSUs): 11,936 shares; 3-year performance Jan 1, 2024–Dec 31, 2026; payout scale 0–200% based on relative TSR vs S&P Midcap 400 Health Sector (25th percentile=50%, 50th=100%, 75th+=200%); capped at 100% if stock price declines over period; vest pro-rata over 3 years; busky subject to 40% of aggregate award value in PSUs and 60% in time-based RSUs .
- Time-based RSUs: 17,905 shares (3-year, equal annual vesting) .
- Retention RSUs: 21,367 shares granted Feb 27, 2024 ($999,976 grant-date fair value), fully vesting June 30, 2025 (accelerates on involuntary termination without Cause before that date) .
2025 Grants (approved Jan 2025):
- Performance RSUs (TSR PSUs): 25,275 shares; 3-year performance Jan 1, 2025–Dec 31, 2027; 50% of aggregate award value in PSUs; payout mechanics same as 2024 program .
- Time-based RSUs: 25,276 shares; 50% of aggregate award value in time RSUs; 3-year equal annual vesting .
| Grant Year | Instrument | Shares | Vesting/Performance Terms |
|---|---|---|---|
| 2024 | TSR PSUs | 11,936 | 3-year relative TSR vs S&P Midcap 400 Health; 0–200% payout; cap 100% if stock declines |
| 2024 | Time-based RSUs | 17,905 | 3-year equal annual vesting |
| 2024 | Retention RSUs | 21,367 | Vests fully on 6/30/2025; accelerates if involuntary termination without Cause before vest date |
| 2025 | TSR PSUs | 25,275 | 3-year relative TSR; 0–200% payout; cap 100% if stock declines |
| 2025 | Time-based RSUs | 25,276 | 3-year equal annual vesting |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Joseph M. Busky | 79,583 | <1% | Includes 58,814 options exercisable within 60 days; 4,925 RSUs vesting within 60 days; and 2,150 shares held via revocable trust |
- Shares outstanding: 67,454,614 as of Mar 24, 2025 (Record Date) .
- Hedging and pledging: prohibited by insider trading policy; no pledging permitted—a positive alignment signal .
- Stock ownership guidelines: Section 16 officers must hold shares worth 2x current base salary, retaining at least 50% of shares acquired from equity awards until compliant; all directors and execs meet or are in compliance .
Outstanding Equity Awards (as of Dec 29, 2024)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Strike | Expiration |
|---|---|---|---|---|---|
| Stock Options | 07/07/2020 | 42,024 | — | 119.06 | 07/07/2030 |
| Stock Options | 06/01/2022 | 6,940 | 3,471 | 92.74 | 06/01/2032 |
| Stock Options | 03/28/2023 | 4,925 | 9,850 | 87.46 | 03/28/2033 |
| RSU Type | Grant Date | Unvested (#) | Market Value (at $44.25) |
|---|---|---|---|
| Time-based RSUs | 06/01/2022 | 5,392 | $238,596 |
| Time-based RSUs | 03/28/2023 | 9,850 | $435,863 |
| TSR PSUs | 02/08/2024 | 11,936 | $528,168 |
| Time-based RSUs | 02/08/2024 | 17,905 | $792,296 |
| Retention RSUs | 02/27/2024 | 21,367 | $945,490 |
Note: Closing price used by the proxy for market values was $44.25 (Dec 27, 2024) .
Insider selling pressure signals:
- Significant RSU vesting mid-2025 from retention award (21,367 shares vest 6/30/2025) could create supply; options are deeply out-of-the-money at $119.06/$92.74/$87.46 vs $44.25 reference, limiting option-driven selling pressure in near term .
Employment Terms
| Term | Details |
|---|---|
| Employment status | At-will employment; CFO since May 2022 |
| Severance (Non-CIC) | Lump sum: 2x highest base salary in last 3 years + 2x average cash bonus over prior 2 years; plus $25,000 for transition costs; 2 years medical/dental/vision coverage (offset if covered elsewhere) |
| Change-in-Control (CIC) | Double-trigger: if terminated within 2 years post-CIC or 30 days prior, immediate vesting of all unvested options/RSUs; performance awards earned at greater of target or actual to CIC date; same cash/benefits multiples as above |
| Illustrative payouts (12/27/2024 scenario) | Involuntary (not for cause): Base $1,360,000; Bonus $538,592; RSU accel $945,490; Health $79,226; Other $611,327 (includes retention award + transition costs) |
| Illustrative payouts (CIC termination) | Base $1,360,000; Bonus $538,592; RSU accel $1,994,923; Health $79,226; Other $25,000 |
| Retention awards (Feb/May 2024) | Cash retention: $586,327 payable 6/30/2025; Equity retention: $1,000,000 grant (21,367 RSUs) vesting 6/30/2025; accelerates on involuntary termination without Cause before vest date |
| Clawbacks | Company maintains clawback policies; Compensation Committee administers |
| Tax gross-ups | None disclosed for Busky; 2024 tax gross-up column shows “—” |
| Perquisites | 2024 incremental housing reimbursement cost $87,600; 401(k) $10,350; LTD $3,489; group term life $562 |
| Deferred comp | No deferral election by Busky for 2024/2025 under employee deferred compensation plan |
Governance, Shareholder, and Risk Context
- Say-on-Pay: 2024 advisory vote approved with over 94% support, signaling investor alignment with program design .
- Compensation peer group methodology and consultant independence: Compensia engaged; peer group updated to reflect revenue/market cap; no consultant conflicts; no committee interlocks .
- ICFR material weaknesses (corporate): Revenue/accounts receivable/accrued rebates controls and deferred tax asset evaluation weaknesses identified; interim goodwill impairment review control weakness remediated by Q4 2024; EY issued adverse opinion on ICFR for 2024 (KPMG appointed for 2025) .
Indicates elevated execution/controls risk environment in 2024, typically of heightened relevance to the CFO role .
Investment Implications
- Pay-for-performance alignment: Busky’s annual bonus and 2024/2025 equity tilt toward Adjusted EBITDA, revenue, and multi-year relative TSR, with 40–50% of senior awards performance-based—favorable for long-term alignment .
- Near-term selling pressure: June 30, 2025 vesting of 21,367 retention RSUs and a $586,327 cash retention payout may drive liquidity events; options remain far out-of-the-money at the proxy’s 2024 year-end price reference, reducing option-driven sales risk .
- Change-in-control economics: Double-trigger acceleration with 2x cash multiples can be material; illustrative CIC values for Busky include $1.994M RSU acceleration plus cash/benefits—important for M&A scenario modeling .
- Ownership alignment: Beneficial ownership <1% but subject to rigorous ownership guidelines (2x salary and 50% share retention) and no hedging/pledging allowed—mitigates misalignment risks .
- Controls remediation watch: 2024 ICFR material weaknesses pose execution risk; monitor remediation updates and the 2025 auditor transition to KPMG for improvement signals .