Mary Lake Polan, M.D., Ph.D., M.P.H.
QuidelOrthoAbout Mary Lake Polan, M.D., Ph.D., M.P.H.
Independent director of QuidelOrtho (QDEL) since 1993; Age 81. Professor of Clinical Obstetrics, Gynecology and Reproductive Sciences at Yale University School of Medicine; previously Professor and Chair (Emerita) of Gynecology and Obstetrics at Stanford (1990–2005) and Adjunct Professor at Columbia (2007–2014). Education: B.A. (Connecticut College), Ph.D. in Molecular Biophysics & Biochemistry and M.D. (Yale), M.P.H. (UC Berkeley). Committees: Compensation; Science & Technology. Independence affirmed by the Board. Attendance: all current directors attended at least 75% of meetings in 2024; average >97%; all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale University School of Medicine | Professor of Clinical Obstetrics, Gynecology and Reproductive Sciences | 2015–present | Women’s health expertise; clinician-academic perspective |
| Columbia University College of Physicians and Surgeons | Adjunct Professor, Obstetrics & Gynecology | 2007–2014 | Academic leadership |
| Stanford University School of Medicine | Professor and Chair (Emerita), Gynecology & Obstetrics | 1990–2005 | Departmental leadership; reproductive endocrinology |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| NX Prenatal Inc. | Director | Private | Current |
| Or-Genix Therapeutics, Inc. | Director | Private | Current |
| Residents Diagnostics, Inc. | Director | Private | Current |
| MiraDx, Inc. | Director | Private | Current |
| Chembio Diagnostics | Director | Public (prior) | Served until 2021 |
Board Governance
- Independence: Board determined all current directors (except CEO) are independent under Nasdaq rules; Polan serves on fully independent committees.
- Committee assignments (2024): Compensation; Science & Technology (not a chair). Committee meetings in 2024: Audit 8; Compensation 4; Nominating & Governance 5; Science & Technology 4.
- Board activity: 11 Board meetings in 2024; all directors ≥75% attendance; average >97%. Non‑employee directors meet in regular executive sessions.
- Shareholder engagement: Directors attended the 2024 annual meeting; active investor engagement noted.
- Say‑on‑Pay alignment signal: 2024 say‑on‑pay approved with over 94% votes cast in favor.
- Governance policies: Anti‑hedging/anti‑pledging insider trading policy (no approvals granted); robust clawback policy updated Jan/Feb 2025 and supplemental discretionary clawback adopted Jan 2025.
Fixed Compensation (Director)
| Component | Policy/Amount | Polan 2024 Actual |
|---|---|---|
| Annual cash retainer | $75,000 (non‑employee directors) | $73,750 (reported as “Fees Earned or Paid in Cash,” includes any fees deferred into RSUs) |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating $15,000; Science & Tech $15,000 (if chair) | Not a chair: $0 |
| Meeting fees | Not disclosed | — |
| Deferred compensation election | May elect to receive 50%/100% fees as RSUs with 10%/20%/30% premium RSUs for 1/2/4‑yr deferral; vests per plan | Elected 100% deferral; 4‑year period; 1,760 Covered Fees RSUs; 528 Premium RSUs |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | May 22, 2024 | 4,929 RSUs; grant date value $210,000 | Vest on first anniversary of grant | Granted to each non‑employee director (except noted new appointees) |
| Director Premium RSUs (from fee deferral) | 2024 plan | 528 RSUs | 1‑year vest | Premium for 4‑yr deferral election |
| 2024 Stock awards (total reported value) | 2024 | $232,493 | — | Total “Stock Awards” for Polan in 2024 Director Compensation Table |
Equity awards for directors are time‑based (no performance metrics). Annual program and deferral mechanics as disclosed.
Other Directorships & Interlocks
| Company | Relationship to QDEL | Interlock/Related Party |
|---|---|---|
| Chembio Diagnostics (prior) | No disclosed QDEL relationship | No related‑party transactions disclosed |
| Private boards listed above | No disclosed QDEL relationship | No related‑party transactions disclosed |
Expertise & Qualifications
- Clinical and academic leadership in women’s health; reproductive endocrinology; physician perspective on diagnostics strategy and pipeline.
- Advanced degrees (MD, PhD, MPH) and prior department chair experience at a top medical school augment Science & Technology Committee oversight.
- Board skills matrix reflects directors with medical, R&D, and risk oversight exposure; Polan contributes medical/clinical expertise.
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 39,050 shares of QDEL common stock |
| Ownership components (footnote) | Includes 5,484 RSUs vesting within 60 days; 10,057 fully vested RSUs over which she has no voting/dispositive power; 17,353 shares held by a Grantor Retained Annuity Trust (she is sole trustee with sole voting/dispositive power) |
| Options | No options listed for Polan in director option footnotes (other directors listed have options) |
| Pledging/Hedging | Prohibited by policy; no approvals granted to current directors |
| Stock ownership guideline | Directors must hold ≥5x annual cash retainer; all directors meet or are in compliance via retention until compliant |
Governance Assessment
-
Strengths
- Long-standing independent director with deep clinical domain expertise; active roles on Compensation and Science & Technology Committees.
- Strong alignment mechanisms: mandatory ownership guideline (5x retainer); 100% fee deferral into RSUs with long deferral term; annual time‑based RSUs.
- Clean conflicts profile: no related‑party transactions disclosed involving Polan; anti‑hedging/pledging policy; no delinquent Section 16 reports cited for her.
- Compensation Committee uses independent consultant (Compensia); interlocks/insider participation: none.
- Shareholder alignment signals: high say‑on‑pay support (>94%).
-
Watch items / context for investors
- Very long tenure (director since 1993) may raise independence‑of‑mind perceptions for some governance frameworks despite formal independence; Board emphasizes balanced tenure and added three new directors in 2024.
- Company‑level governance risk context: 2024 material weaknesses in internal control over financial reporting and change of auditor to KPMG in Feb 2025; Board/Audit Committee oversight critical (note Polan is not on Audit).
Director Compensation (Detail)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $73,750 |
| Stock Awards (incl. annual RSU and Premium RSUs) | $232,493 |
| Total | $306,243 |
Compensation Committee Context (oversight relevant to Polan)
- Members: Edward L. Michael (Chair), Mary Lake Polan, Joseph D. Wilkins Jr.
- Mandate: executive and director compensation oversight; incentive/equity plan administration; CEO/management pay and succession; risk assessment and clawback administration.
- Independent advisor: Compensia engaged; independence and no conflicts affirmed.
- Interlocks: None; members are not current/former officers and have no Item 404 transactions.
Compliance, Attendance, and Engagement
- Attendance: All current directors attended ≥75% of their Board/committee meetings in 2024; average attendance >97%.
- Annual meeting: All then‑serving directors attended the 2024 annual meeting.
- Investor engagement: Management and Board conducted regular outreach; participated in 12 conferences/large group meetings in 2024.
Related-Party and Insider Items
- Related‑party transactions review policy under Audit Committee with pre‑approval and conflict safeguards; no Polan‑related transactions disclosed.
- Section 16 compliance: Two late Form 4s in 2024 (Hodges; Klein); none noted for Polan.