R. Scott Huennekens
QuidelOrthoAbout R. Scott Huennekens
Independent director at QuidelOrtho; age 60; appointed December 6, 2024, with extensive medtech CEO and board leadership experience. Former Chair/President/CEO of Verb Surgical (2015–2019), President/CEO/Director of Volcano Corporation (2002–2015), and Interim CEO of Hyperfine (Jul–Oct 2022). Education: BS in Business Administration (USC) and MBA (Harvard Business School). Current public boards: Chair at Envista Holdings and Hyperfine; Director at NeuroPace; prior Acutus Medical (until Jan 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyperfine, Inc. | Interim President & CEO | Jul 2022 – Oct 2022 | Stabilized leadership during transition |
| Verb Surgical, Inc. | Chair, President & CEO | Aug 2015 – Jan 2019 | Led joint venture in surgical robotics |
| Volcano Corporation | President, CEO, Director | Mar 2002 – Feb 2015 | Scaled intravascular imaging; exited in 2015 |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Envista Holdings Corporation | Chair of the Board | Current | Dental products; medtech peer exposure |
| Hyperfine, Inc. | Chair of the Board | Current | Portable MRI; governance leadership |
| NeuroPace Inc. | Director | Current | Neurostimulation; board oversight |
| Acutus Medical, Inc. | Director | Prior | Until Jan 2024 |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Huennekens is independent and slated for committee service .
- Committee assignments: Expected appointment to the Nominating & Governance and Compensation Committees upon election at the 2025 Annual Meeting; no 2024 committee service due to timing of appointment .
- Attendance: Board held 11 meetings in 2024; all current directors attended ≥75% of Board/committee meetings, with average attendance >97% . All directors attended the 2024 annual stockholder meeting .
- Leadership structure: Independent Chair (Kenneth F. Buechler) with separate CEO and Chair roles; regular executive sessions of non-employee directors .
- Risk oversight: Committees oversee discrete risks; change of auditor to KPMG in 2025 following a competitive process; EY’s 2024 ICFR report cited material weaknesses (revenue/AR/rebates controls; deferred tax asset realizability; an interim goodwill impairment review control issue remediated by year-end) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-Chair) | $75,000 | Standard director cash retainer |
| Committee Chair fees | $15,000–$25,000 | Audit Chair $25k; Comp $20k; N&G $15k; S&T $15k |
| Meeting fees | None | Not disclosed; no separate meeting fees |
| 2024 Cash paid (Huennekens) | $0 | Joined Dec 2024; pro-rated equity only |
Performance Compensation
Directors receive annual time-based RSUs (no performance-based director equity). 2025 policy unchanged; annual grant value typically $210,000, vesting after one year for standard grants .
| Metric | Structure | Targeting | 2024 Huennekens |
|---|---|---|---|
| Director RSU grant | Time-based RSUs | Annual grant value $210,000 (standard); pro-rated for mid-year appointees | 2,523 RSUs; grant-date value $96,393; vesting on first anniversary |
Director Compensation Detail (2024)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $0 |
| Stock Awards (RSUs) | $96,393 |
| Total | $96,393 |
Additional director program features:
- Deferred compensation elections into RSUs with 10–30% premium RSUs depending on deferral period (not eligible in 2024 due to appointment timing) .
- 2025 review: no changes to director pay structure .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Envista, Hyperfine, NeuroPace | Medtech governance exposure; QDEL policy requires review of other for-profit directorships; N&G Committee monitors independence and board composition . No related-party transactions disclosed involving Huennekens . |
Expertise & Qualifications
- CEO leadership in medtech, board chair experience; strategy, M&A, commercialization skills reflected in Board skills matrix emphasis on strategy, operations, finance, and risk management .
- Education: BS (USC), MBA (Harvard Business School) .
- Relevant sector expertise: diagnostics and medical technology; extensive public company board experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| R. Scott Huennekens | 2,523 | <1% | RSUs vest within 60 days of March 24, 2025 |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual cash retainer; compliance required within five years of later of election or May 27, 2022; all directors meet or are in compliance by retaining shares until guideline met .
- Insider Trading Policy: prohibits hedging and pledging; no approvals granted for pledging by current employees/directors .
Governance Assessment
- Strengths: Independent director; slated for Compensation and N&G Committees—positions central to pay, succession, and ESG oversight . High overall Board/committee attendance; independent Chair structure; robust clawback and supplemental clawback policies covering incentive comp and misconduct—with Section 10D-1 compliance and discretionary recovery extensions . Hedging/pledging restrictions support alignment . No related-party transactions involving Huennekens disclosed; formal policy requires Audit Committee approval and recusal of interested directors .
- Potential watch items:
- Multiple chair roles externally (Envista, Hyperfine) could create time-commitment risk; monitor individual attendance once in committees (Board intends to appoint him post-election) .
- Board reported 2024 ICFR material weaknesses; effectiveness of remediation and Audit/Comp/N&G oversight will be important signal of board effectiveness in 2025 .
- Beneficial ownership currently minimal given recent appointment; guideline compliance period extends up to five years from election; ongoing accumulation expected per policy .
- Shareholder signals:
- Say-on-Pay support >94% in 2024 indicates broad investor acceptance of executive comp framework; Comp Committee uses independent consultant Compensia and peer benchmarking .
Compensation Committee Analysis (Context for expected service)
| Committee | Members | Consultant | Key Practices |
|---|---|---|---|
| Compensation Committee | Edward L. Michael (Chair), Mary Lake Polan, Joseph D. Wilkins Jr. | Compensia (independent) | Oversees exec and director compensation, incentive plans, clawback policy, succession planning; annual review of risks; no interlocks . |
Related Party Transactions (Conflict Review)
- Policy requires Audit Committee review/approval for transactions >$120k with related persons; recusals enforced; arm’s-length criteria applied .
- No related-party transactions disclosed involving Huennekens. Prior stockholder agreement with Carlyle terminated Nov 21, 2024; Carlyle designees resigned same day .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Outcome |
|---|---|
| Say-on-Pay approval | >94% votes in favor |
| Investor engagement | 12 conferences; majority of top 50 holders engaged |
RED FLAGS
- Internal control material weaknesses disclosed for 2024; audit firm transition to KPMG—monitor remediation progress and committee oversight effectiveness .
- Multiple external chair roles—potential overboarding/time constraints risk; confirm attendance and committee engagement post-appointment .
Overall Implications
Huennekens brings seasoned medtech operating and board leadership to QDEL with anticipated influence over compensation and governance practices. Independence, ownership guideline framework, and anti-hedging/pledging policies support alignment, while the 2024 control weaknesses heighten the importance of active committee oversight where he is expected to serve .