Michelle A. Hodges
QuidelOrthoAbout Michelle A. Hodges
Michelle A. Hodges, J.D./M.B.A., is QuidelOrtho’s Chief Legal Officer (appointed December 2024), Corporate Secretary (since May 2023), and previously served as SVP & General Counsel from December 2020 to December 2024; she is 65 years old and holds a J.D. and M.B.A. from UCLA and a B. Hort. Sci. from Massey University, New Zealand . Company 2024 performance used for pay decisions included revenue of $2.8B (actual $2,779M vs $2,757M target) and Adjusted EBITDA of $557M (target $550M), and a TSR index value of 59.38 on a $100 base, which framed incentive outcomes; executive compensation received strong say‑on‑pay support (>94%) in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QuidelOrtho Corporation | Chief Legal Officer | Dec 2024–present | Legal leadership through leadership reorganization; oversight of governance and compliance . |
| QuidelOrtho Corporation | Corporate Secretary | May 2023–present | Board/SEC governance execution; signed SEC filings in officer capacity . |
| QuidelOrtho Corporation | SVP & General Counsel | Dec 2020–Dec 2024 | Built enterprise legal function post-Quidel/Ortho combination; supported transactions and compliance . |
| Gibson, Dunn & Crutcher LLP | Corporate Lawyer (Partner from 2005) | Dec 1996–Nov 2020 | Led complex corporate matters; deep M&A/securities experience relevant to public company governance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gibson, Dunn & Crutcher LLP | Partner (Corporate) | 2005–2020 | High‑stakes corporate advisory experience informing public company legal strategy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $478,462 | $514,135 | $539,898 (year‑to‑date earned); base salary set at $625,000 inclusive of a November 2024 adjustment for expanded responsibilities . |
| Target Bonus (% of Base) | 75% (threshold 37.5%; max 105%) | Not disclosed by % in 2023 proxy; plan used revenue/EBITDA construct . | 100% target; threshold 42.0%; maximum 142.5% . |
| Actual Annual Bonus Paid ($) | $540,188 | $0 (no 2023 cash bonus to serving execs) | $656,250 (approved at 105% of target) . |
Notes:
- 2025 merit increases were embedded in November 2024 adjustments; no incremental 2025 merit increase beyond those adjustments for Hodges .
Performance Compensation
| Component | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Mechanics |
|---|---|---|---|---|---|---|---|
| 2024 Cash Incentive – Company Component | Revenue | 40% | $2,619M | $2,757M | $2,895M | $2,779M | Linear between thresholds; funded at 105% for Company component . |
| 2024 Cash Incentive – Company Component | Adjusted EBITDA | 60% | $550M | $550M | $605M | $557M | EBITDA must be met to initiate payment; funded at 105% . |
| 2024 Cash Incentive – Individual Component | Individual goals | 30% of total bonus | N/A | N/A | N/A | Approved at 105% of target for supporting strategic initiatives | CEO discretion within program parameters; Hodges received 105% . |
Equity Awards (structure and vesting):
- 2024 annual program: Options and RSUs equally weighted for Hodges; options and RSUs vest 1/3 annually over 3 years; option strike set at grant‑date close .
- Performance RSUs (TSR PSUs) applied to CEO/CFO and others; Hodges’ mix was 50/50 time‑based RSUs and options (no PSUs) .
Equity Grants Detail
| Grant Date | Type | Shares | Exercise Price | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 02/08/2024 | Non-qualified Stock Options | 9,593 | $67.02 | $356,357 | 1/3 annually over 3 years . |
| 02/08/2024 | Time‑based RSUs | 9,593 | N/A | $642,923 | 1/3 annually over 3 years . |
| 05/13/2024 | Equity Retention RSUs | 11,873 | N/A | $499,972 | Full vest on 06/30/2025 (accelerates upon involuntary termination without Cause) . |
| 11/18/2024 | One‑time RSUs | 16,047 | N/A | $599,997 | 1/3 annually over 3 years . |
| 2025 Annual Program (Jan 2025 approval) | Non-qualified Stock Options | 23,508 | Set at grant date close | Included in $1.6M target value | 1/3 annually over 3 years . |
| 2025 Annual Program (Jan 2025 approval) | Time‑based RSUs | 23,509 | N/A | Included in $1.6M target value | 1/3 annually over 3 years . |
Deferred Bonus Elections:
- Hodges elected to defer 50% of bonus into RSUs for both 2024 and 2025, with a 4‑year deferral earning a 30% premium RSU tranche; Converted RSUs are fully vested at grant; Premium RSUs vest in one year (accelerate on Change in Control) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 40,991 shares as of March 24, 2025 . |
| Ownership % of outstanding | ~0.061% (40,991 / 67,454,614) . |
| Near‑term vesting/exercisable | 16,946 options exercisable within 60 days; 2,463 RSUs vesting within 60 days (included in beneficial ownership footnote) . |
| Outstanding awards (examples) | 02/08/2024 options (9,593 unexercisable at $67.02); RSUs granted 02/08/2024 (9,593), 05/13/2024 (11,873), 11/18/2024 (16,047) . |
| Ownership guidelines | Section 16 officers must reach 2× base salary; retain 50% of net shares until compliance; all directors/executives meet or are in compliance . |
| Hedging/pledging | Prohibited by Insider Trading Policy; no approvals to pledge for any current employee or director . |
| Form 4 timeliness | One late Form 4 in 2024 for RSU acquisition under Deferred Compensation Plan due to administrative oversight; Hodges also had a late Form 4 in 2021 (legacy Quidel) . |
Insider transactions note: Attempted Form 4 retrieval via insider‑trades skill but the API returned 401 Unauthorized; recent activity reflects proxy‑disclosed RSU awards and plan elections [ReadFile('/public/skills/insider-trades/SKILL.md')] (tool access noted).
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At‑will; base salary $625,000; eligible for annual cash incentive . |
| Severance (non‑CIC) | Lump sum equal to 2× highest base salary in prior 3 years plus 2× average cash bonuses over preceding 2 years; $25,000 transition allowance; up to 2 years continued medical/dental/vision (reduced if covered elsewhere) . |
| Change‑in‑control (CIC) | Double‑trigger: immediate vesting/exercisability of unvested equity upon a CIC Qualifying Termination; performance equity deemed earned at greater of target or actual through CIC date . |
| Accelerated vesting (retention awards) | Equity Retention RSUs fully vest and Cash Retention Award fully payable upon involuntary termination without Cause prior to 06/30/2025, subject to release/compliance . |
| Clawbacks | Nasdaq‑compliant clawback for incentive‑based compensation (3‑year lookback) and supplemental discretionary clawback for misconduct/restatements (up to 3 years) . |
| Non‑compete / non‑solicit | Not specifically disclosed in proxy for Hodges (no detail provided). |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR index (value of $100 investment) | 114.18 | 98.23 | 59.38 |
| Peer TSR index | 99.81 | 106.34 | 105.42 |
| Net Income ($mm) | 548.7 | (10.1) | (2,052.0) |
| Adjusted EBITDA ($mm) | 1,331.0 | 723.2 | 542.9 |
| Revenue ($mm) | — | — | $2,782.9 |
Highlights relevant to pay decisions:
- 2024 Company component exceeded plan targets for revenue ($2,779M vs $2,757M) and Adjusted EBITDA ($557M vs $550M), driving a 105% payout on both company and individual components for NEOs, including Hodges .
- Investor support remained high with >94% say‑on‑pay approval in 2024 .
Compensation Structure Analysis
- Shift toward retention and stability in 2024: Hodges received both Equity Retention RSUs ($500,000, vest 06/30/2025) and a Cash Retention Award ($533,025), in addition to standard annual equity, reflecting retention priorities during a leadership transition .
- One‑time RSU award ($600,000; 16,047 shares) in November 2024 aligned her equity with peer roles and elevated at‑risk equity exposure; vests over three years .
- Annual equity mix for Hodges remained 50/50 options/RSUs in 2024, emphasizing time‑based retention rather than performance PSUs; 2025 allocation also targets balanced RSU/options (no PSUs), consistent with peer alignment for legal roles .
- Clawback frameworks (Nasdaq rule 10D‑1 compliant plus supplemental policy) strengthen pay‑for‑accountability features and reduce governance risk .
Equity Ownership & Outstanding Awards (Detail)
| Category | Count | Market/Strike |
|---|---|---|
| Options exercisable within 60 days (as of 03/24/2025) | 16,946 | Various legacy strikes detailed in awards table . |
| Options unexercisable (examples) | 9,593 (02/08/2024 grant) | $67.02 strike . |
| RSUs outstanding (examples) | 9,593 (02/08/2024), 11,873 (05/13/2024), 16,047 (11/18/2024) | RSUs valued at close at vesting; vest schedules per grants . |
Pledging/hedging: Prohibited; no pledging approvals outstanding for insiders .
Compensation Peer Group, Committee, and Say-on-Pay
- 2024 peer group included diagnostics, healthcare tools, and supplies companies such as Bio‑Rad, Bruker, Enovis, ICU Medical, Masimo, PerkinElmer, Teleflex, The Cooper Companies, Waters, West Pharmaceutical, Hologic, Envista, Align Technology, Integra LifeSciences, Insulet; composition reviewed against revenue and market cap criteria .
- Compensation Committee: Edward L. Michael (Chair), Mary Lake Polan, M.D., Ph.D., M.P.H., and Joseph D. Wilkins Jr.; independent consultant Compensia engaged; committee determined programs do not create material adverse risk .
- Say‑on‑pay 2024 approval: >94% votes in favor, indicating broad shareholder support for executive compensation structure .
Employment Governance & Filings
- Hodges signed 8‑K reporting leadership reorganizations as Corporate Secretary (11/08/2024) .
- Section 16(a) compliance: one late Form 4 filing in 2024 for RSU acquisition under the Employee Deferred Compensation Plan; prior late Form 4 in 2021 (legacy Quidel) .
Investment Implications
- Alignment: Hodges’ equity package emphasizes multi‑year time‑based vesting across RSUs and options with robust clawbacks and anti‑pledging, aligning legal leadership incentives with long‑term stability and compliance .
- Retention/selling pressure: June 30, 2025 full vest/payment triggers for 2024 retention awards (cash and RSUs) could create one‑time liquidity events; however, stock ownership guidelines (retain 50% of net shares until 2× salary) mitigate near‑term selling pressure .
- Performance linkages: While Hodges’ equity is time‑based (no PSUs), cash incentives are tied to revenue and Adjusted EBITDA with gating on EBITDA; company exceeded plan targets in 2024, supporting bonus outcomes but TSR underperformance suggests equity value sensitivity and potential for heightened investor scrutiny on future PSU adoption for non‑financial roles .
- Governance risk: Late Form 4 filings (administrative) are noted but mitigated by strong clawback frameworks and insider trading controls; company‑level 2024 internal control material weaknesses were disclosed separately, warranting continued monitoring of governance processes though not attributed specifically to Hodges .