Kenneth J. Widder, M.D.
QuidelOrthoAbout Kenneth J. Widder, M.D.
Independent director of QuidelOrtho (QDEL); Age 72; director since 2014. He is Chair of the Nominating and Governance Committee and a member of the Science and Technology Committee. He holds an M.D. from Northwestern University and trained in pathology at Duke University, bringing 30+ years of leadership and investing experience across biomedical companies, with perspective on research pipeline, strategic direction, and market positioning. Other current public company directorships: Evoke Pharma Inc. and Personalis, Inc. (Nominating and Corporate Governance Committee).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrphoMed Inc. | Executive Chair | 2017–2022 | Led a clinical‑stage biopharma; governance leadership experience cited by QDEL. |
| Sydnexis, Inc. | Founder, Chairman & CEO | 2017–2022 | Ophthalmology start-up; operator and founder background. |
| LVP Life Science Ventures | General Partner | 2007–2016 | Venture investor in biotech/medtech start-ups. |
| QuidelOrtho (QDEL) | Audit Committee member (historical) | 2022 period | Listed on 2023 proxy as serving on the Audit Committee and included in the Audit Committee Report. |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evoke Pharma Inc. | Director | Current | Public company directorship. |
| Personalis, Inc. | Director | Current | Member, Nominating and Corporate Governance Committee. |
Board Governance
- Independence: The Board has determined all current directors other than the CEO are independent (includes Dr. Widder).
- Committee assignments (2024 meeting counts): Nominating & Governance (Chair; 5 meetings) and Science & Technology (member; 4 meetings).
- Attendance and engagement: In 2024, the Board held 11 meetings; all current directors attended at least 75% of Board and applicable committee meetings, with average attendance >97%. All directors attended the 2024 annual meeting.
- Role of committees he serves:
- Nominating & Governance: Board composition, director recruitment, independence monitoring, board/committee evaluations, succession planning, corporate governance and ESG oversight.
- Science & Technology: Oversight of innovation and R&D, product/development pipeline reviews, technology competitiveness, and disruptive trend monitoring.
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 88,750 | “Covered Fees,” inclusive of cash or fees deferred into RSUs under the Board Deferred Compensation Plan. |
| Annual Cash Retainer/Chair Fees | Not separately disclosed | Cash amounts for 2024 are aggregated in Covered Fees. |
2025 director compensation program: No change from prior year following Compensation Committee review with Compensia.
Performance Compensation
| Equity Element | FY 2024 Grant Details | Vesting / Terms |
|---|---|---|
| Annual RSU award | $210,000 grant date value to each non-employee director; 4,929 RSUs granted on May 22, 2024 (excludes directors appointed in Dec 2024) | RSUs vest on the first anniversary of grant date; number of shares based on closing price on grant date. Time-based; no performance metrics for director equity. |
| Deferred Compensation Elections (Board Plan) | Dr. Widder elected to defer 100% of Covered Fees for a 4-year period; received 2,112 “Covered Fees RSUs” and 633 “Director Premium RSUs.” | Deferred RSUs pursuant to plan elections; plan provides premium RSUs tied to deferral. |
Other Directorships & Interlocks
| Company | Exchange/Type | Role | Committee Roles |
|---|---|---|---|
| Evoke Pharma Inc. | Public | Director | Not disclosed in QDEL proxy. |
| Personalis, Inc. | Public | Director | Nominating & Corporate Governance Committee. |
- No compensation committee interlocks disclosed for QDEL’s current Compensation Committee (members are not Dr. Widder).
Expertise & Qualifications
- Medical doctor trained in pathology (Northwestern M.D.; Duke University training).
- 30+ years leading and investing in biomedical companies; governance experience via multiple boards.
- Provides insight into QDEL’s research pipeline, strategic direction, and market position from both executive and physician perspectives.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 50,855 | Less than 1% of shares outstanding. |
| Options exercisable on/within 60 days (as of 3/24/2025) | 12,086 | Included in beneficial ownership per SEC rules. |
| RSUs vesting on/within 60 days (as of 3/24/2025) | 5,594 | Included in beneficial ownership per SEC rules. |
| Fully vested RSUs (no voting/dispositive power) | 4,703 | Noted as fully vested RSUs without voting or dispositive power. |
| Outstanding stock options (12/29/2024) | 19,107 | Aggregate options held at FY-end 2024. |
| Aggregate RSUs held (12/29/2024) | 10,793 | Includes Covered Fees RSUs and Director Premium RSUs. |
| Director ownership guideline | 5x annual cash retainer; all directors meet or are in compliance via retention until compliance. | Alignment mechanism requiring meaningful ownership. |
Governance Assessment
- Board effectiveness and engagement: As Chair of Nominating & Governance and a member of Science & Technology, Dr. Widder influences board composition, independence monitoring, governance/ESG oversight, and R&D oversight—core levers for long-term value creation and risk management. Attendance metrics indicate strong engagement across the Board in 2024 (>97% average).
- Independence and conflict posture: He is independent under Nasdaq rules. Termination of the Carlyle stockholder agreement in Nov 2024 and resignation of Carlyle designees removed a prior structured influence, further reinforcing independent governance dynamics.
- Pay-for-performance alignment (director context): Director pay is a mix of cash and time‑based RSUs. His election to defer 100% of fees into multi‑year RSUs and compliance with 5x retainer ownership guideline signal alignment with long-term shareholder interests, despite the absence of performance-vested equity for directors (common market practice).
- RED FLAGS: None disclosed regarding related‑party transactions, pledging, or attendance shortfalls for Dr. Widder; all directors met attendance thresholds and attended the 2024 annual meeting. Continued monitoring of any external interlocks (Evoke, Personalis) is prudent, but no conflicts are disclosed in the proxy.