Kenneth F. Buechler, Ph.D.
QuidelOrthoAbout Kenneth F. Buechler, Ph.D.
Independent Chair of the Board at QuidelOrtho (QDEL), age 71, director since 2007. Co‑founder and former President and Chief Scientific Officer of Biosite Inc.; earlier senior research scientist at Hybritech Inc. Ph.D. in Biochemistry and B.S. in Chemistry from Indiana University. Served as Board Chair Aug 2015–May 2022 and again since Dec 2022 (Lead Independent Director May–Dec 2022). Other current public company directorships: none.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quidel/QuidelOrtho | Chair of the Board; Lead Independent Director | Chair Aug 2015–May 2022; LID May–Dec 2022; Chair since Dec 2022 | Board leadership; coordinates executive sessions; separation of Chair/CEO roles enhances oversight |
| Biosite Inc. | Co‑founder; President & Chief Scientific Officer; SVP R&D; VP Research; Director | 1988–2007 | Built diagnostics R&D and commercialization; scientific leadership |
| Hybritech Inc. | Senior research scientist, diagnostics R&D | Pre‑1988 | Early diagnostics R&D experience |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| TriVirum, Inc. | Director | Current | Private | Current outside directorship (no public boards) |
| Sequenom Inc. | Chair of the Board | Until Sep 2016 (acquisition) | Public (historical) | Prior life sciences board leadership |
| Astute Medical Inc. | Chair of the Board | Until Apr 2018 (acquisition) | Private | Biomarker development oversight |
| Edico Genome Inc. | Chair of the Board | Until May 2018 (acquisition) | Private | DNA sequencing technology governance |
Board Governance
- Independence: Independent Board Chair; all directors except the CEO are independent (Nasdaq standards). All standing committees are fully independent.
- Committee assignments: Nominating & Governance Committee member; Science & Technology Committee Chair.
- Attendance & engagement: Board held 11 meetings in 2024; all directors attended ≥75% of Board/committee meetings; average attendance >97%. All directors attended the 2024 annual stockholder meeting. Executive sessions of non‑employee directors are held regularly.
- Risk oversight: Board maintains comprehensive risk oversight; S&T Committee reviews pipeline competitiveness and disruptive tech; Nominating & Governance oversees ESG and governance policy.
Fixed Compensation
| Element (FY2024) | Amount/Detail |
|---|---|
| Annual cash retainer (Chair of Board) | $150,000 |
| Committee chair fee (Science & Technology) | $15,000 |
| Cash fees earned (reported) | $162,500 |
| Annual equity grant (time‑based RSUs) | $210,000 grant date value; 4,929 RSUs granted May 22, 2024; vest on first anniversary |
| Deferred compensation election (2024) | Deferred 100% of Covered Fees for 4 years; received 3,873 Covered Fees RSUs (quarterly vest) and 1,161 Director Premium RSUs (1‑year vest) |
| Total 2024 director compensation (cash + stock) | $421,959 |
| Director meeting fees | Not disclosed/none in program summary (program uses retainers + equity) |
Notes:
- Deferred RSUs under Board Deferred Compensation Plan are granted on the sixth business day after the annual meeting at closing price; Director Premium RSUs vest after one year with premium determined by deferral period (10%/20%/30% for 1/2/4 years).
Performance Compensation
Non‑employee directors receive time‑based equity; no director PSUs, option performance hurdles, or cash bonus metrics disclosed for directors. For context, QuidelOrtho’s performance metrics used to drive pay‑for‑performance (executives) in 2024:
| Metric (USD millions) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Revenue (40% weight) | 2,619 | 2,757 | 2,895 | 2,779 |
| Adjusted EBITDA (60% weight) | 550 | 550 | 605 | 557 |
Bonus funding required Adjusted EBITDA target met; payouts scaled linearly between thresholds. Annual vote on Say‑on‑Pay received >94% approval in 2024, indicating investor support for compensation design.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Private/non‑profit boards | TriVirum, Inc. (director) |
| Prior public boards (last 5 years) | None |
| Committee interlocks | Compensation Committee interlocks: none; members are independent (Michael, Polan, Wilkins) |
| Potential interlocks with QDEL stakeholders | None disclosed in related party transactions; Carlyle stockholder agreement terminated Nov 21, 2024, and Carlyle designees resigned |
Expertise & Qualifications
- Deep diagnostics science and product development expertise (Hybritech, Biosite co‑founder and senior R&D leadership).
- Board leadership (multiple chair roles at diagnostics/life sciences companies; Quidel/QuidelOrtho Board Chair).
- Skills matrix shows Buechler contributes strategy, R&D, regulatory/compliance, risk management, and public company board experience.
Equity Ownership
| Component | Shares |
|---|---|
| Total beneficial ownership (Mar 24, 2025) | 128,892 shares (<1%) |
| Options exercisable within 60 days | 16,877 |
| RSUs vesting within 60 days | 5,954 |
| Fully vested RSUs (no voting/dispositive power) | 16,823 |
| UTMA custodian + joint ownership with children | 200 + 200 |
| Aggregate RSUs held (Dec 29, 2024) | 23,882 |
| Aggregate stock options held (Dec 29, 2024) | 23,898 |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer; all directors meet or are in compliance via retention until met |
| Hedging/pledging | Prohibited; no approvals to pledge for any current employee/director |
Insider filings:
- Delinquent Section 16(a) reports in 2024: none attributed to Dr. Buechler (late filings noted for two others due to administrative oversight).
Governance Assessment
- Strengths: Independent Chair with long diagnostics operating/scientific background; strong committee leadership (S&T Chair) aligned to core R&D oversight; fully independent committee structure; high Board/committee attendance; robust ownership guidelines and anti‑hedge/pledge policy supporting alignment; strong Say‑on‑Pay support in 2024 (>94%).
- Oversight considerations: 2024 internal control material weaknesses identified by EY (revenue/accounts receivable/rebates; deferred tax assets; interim goodwill impairment review controls), with auditor transition to KPMG for 2025—Board (and Audit Committee) remediation and monitoring remain critical under Chair’s oversight.
- Dilution watchpoint: Share authorization increase under Second A&R 2018 Plan to 9.35M shares; overhang would rise from 3.80% to 12.99% if approved—Board (Compensation Committee) rationale emphasizes burn‑rate trends and three‑year equity needs; investors may monitor grant discipline.
- Related‑party/conflicts: No related‑party transactions disclosed involving Dr. Buechler; Stockholders Agreement with Carlyle terminated in Nov 2024 with designee resignations.