Charles Kummeth

About Charles Kummeth

Charles Kummeth (age 64) is the independent, non‑executive Chairman of the Board at Quantum‑Si (QSI). He joined the board and was appointed Chairman on May 28, 2024. He has 35+ years of leadership in life sciences, including CEO of Bio‑Techne (2013–Feb 2024), and senior roles at Thermo Fisher and 3M. He holds a B.S. in Electrical Engineering (Univ. of North Dakota), an M.S. in Computer Science (Univ. of St. Thomas), and an M.B.S. from the University of Minnesota’s Carlson School of Business .

Past Roles

External Roles

Board Governance

• Role: Independent Chairman of the Board; not listed on audit, compensation, or nominating/governance committees .
• Independence: Board determined Kummeth and seven others are “independent” under SEC/Nasdaq rules .
• Committee structure and attendance: FY2024 board met 5 times, committees met 14 times; no director attended fewer than 75% of applicable meetings .
• Committee lineup (FY2024): Audit—Makes (Chair), Fattori, Mendel; Compensation—Fattori (Chair), Jafri, Kenny; Nominating & Governance—Kenny (Chair), Jafri, Rakin; with stated post‑2025 annual meeting membership transitions .
• Controlled company: QSI qualifies as a Nasdaq “controlled company” due to founder Dr. Rothberg’s majority voting power; QSI nonetheless maintains a majority independent board and independent compensation committee .

Fixed Compensation (Director)

Performance Compensation (Director)

• 2024 equity compensation mix (director total): Options $679,700; RSUs $0; Total director compensation $739,315 .
• Non‑employee director equity policy: New directors get initial RSUs ~$285,000 (3‑year ratable vest); each annual meeting grants options with $145,000 grant‑date fair value (1‑year vest to next annual meeting) .

Other Directorships & Interlocks

Expertise & Qualifications

• 35+ years in life sciences with CEO and P&L leadership across tools, diagnostics, and medical divisions; aligns with QSI’s commercialization and scaling needs .
• Engineering and computer science background; advanced business degree (M.B.S.) .

Equity Ownership

• Director equity held (awards outstanding at 12/31/2024): Options 641,058; RSUs 0 .
• Hedging/pledging: QSI insider trading policy covers hedging, margin accounts, and pledged securities; no specific pledging by Kummeth disclosed .

Governance Assessment

• Strengths

  • Independent, non‑executive Chair with deep life sciences operating experience; enhances board oversight and commercialization guidance .
  • Majority‑independent board; independent compensation committee; strong committee activity and disclosed attendance compliance .
  • Transparent director compensation policy with clear cash and equity elements; use of an independent compensation consultant (Aon) for executive pay oversight .

• Risks and Watch‑Items

  • RED FLAG: Controlled company structure; founder controls majority voting power, potentially reducing minority shareholder influence despite independent Chair .
  • Related‑party ecosystem: Multiple founder‑affiliated arrangements (e.g., 4Catalyzer/4C services and historical leases), though these are disclosed and in some cases terminated or transitioned; monitor for ongoing conflicts and pricing fairness .
  • Option‑heavy director equity: 2024 awards are entirely options for Kummeth (no RSUs), which are at‑risk and potentially align incentives but can amplify risk‑taking; ensure grant sizing remains reasonable relative to role and peer norms .

• Engagement/Attendance

  • FY2024 attendance threshold met (≥75% for all directors); no exceptions disclosed .

• Committees

  • Kummeth does not currently serve on standing committees; governance leverage is primarily through the independent Chair role and full‑board oversight .

Potential Conflicts or Related‑Party Exposure (Environment)

• Founder‑related entities: Historical and current disclosures include (a) leases connected to a Rothberg sibling entity (concluded), and (b) services under a Master Services Agreement with 4C (fees of ~$276,000 in 2024; $484,000 in 2023). A technology/services exchange ecosystem with founder‑affiliated companies exists, with certain licenses and collaborations disclosed; a collaboration with Protein Evolution, Inc. was terminated May 1, 2024. No specific Kummeth‑linked related‑party transactions disclosed .

Director Compensation Detail (2024)

Insider Trades

• No Form 4 transactions or pledging by Kummeth are disclosed in the proxy; proxy includes aggregate beneficial ownership tables but not transaction detail. Consider reviewing recent Form 4 filings for updates (not included in this proxy) .

Notes on Board Policies

• Insider trading policy addresses MNPI, trading windows, Rule 10b5‑1 plans, hedging, margin accounts, and pledged securities .
• Corporate governance guidelines posted; cover director qualifications, board/committee responsibilities, and succession planning .

Summary Implications for Investors

• Independent Chair with sector depth is a positive governance signal; however, controlled company status concentrates voting power with the founder, which can mute shareholder influence on board composition and compensation matters. Monitor ongoing related‑party dynamics and the balance of equity grants to ensure independent oversight and alignment with long‑term value creation – .