Paula Dowdy
About Paula Dowdy
Independent director of Quantum-Si since March 2024; age 59 as of March 19, 2025. She brings 35+ years of global commercial and operational experience, including Senior Vice President & General Manager for EMEA at Illumina (2016–2023) and 20+ years at Cisco culminating as Senior Vice President. Education: B.A., University of California, Berkeley; M.B.A., Pepperdine University. The board has determined she is independent under SEC and Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illumina, Inc. | Senior Vice President & GM, EMEA | Aug 2016 – Jan 2023 | Led EMEA commercial operations; senior operating leadership in genomics tools |
| Cisco Systems, Inc. | Various roles; last role Senior Vice President | 20+ years (dates not specified) | Product, services, and software leadership across U.S. and global roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SPT Labtech | Independent Director | Since Mar 2023 – Present | Lab automation tools company |
| AVEVA Group plc | Independent Director | Mar 2019 – Mar 2023 | Global publicly traded software company |
Board Governance
- Independence and structure: Quantum‑Si is a “controlled company” (majority voting power held by Jonathan M. Rothberg, Ph.D.), but a majority of directors are independent; Ms. Dowdy is classified as independent. This structure may dampen minority shareholder influence despite independent committee composition.
- Attendance and engagement: In 2024, the board met 5 times and committees met 14 times; no director attended fewer than 75% of applicable meetings. Audit (4 meetings), Compensation (6), Nominating & Governance (4).
- Committee assignments: Expected post‑2025 Annual Meeting: Compensation Committee (additional member) and Nominating & Corporate Governance Committee (to replace Kevin Rakin). No chair roles indicated for Ms. Dowdy.
| Committee | 2024 Members (for context) | 2025E Assignment for Dowdy |
|---|---|---|
| Audit | Brigid A. Makes (Chair), Ruth Fattori, Scott Mendel | Not indicated |
| Compensation | Ruth Fattori (Chair), Amir Jafri, Jack Kenny | Member (expected) |
| Nominating & Corporate Governance | Jack Kenny (Chair), Amir Jafri, Kevin Rakin | Member; replacing Rakin (expected) |
Fixed Compensation
| Component | Amount (USD) | Period/Date | Notes |
|---|---|---|---|
| Cash fees paid (2024) | $39,148 | FY 2024 | Fees under non‑employee director policy; pro‑rated for service timing |
| Standard Annual Retainer (policy) | $50,000 | Ongoing | Non‑employee director retainer per policy |
| Committee retainers (policy) | Audit Chair $20,000; Audit Member $10,000; Comp Chair $15,000; Comp Member $7,500; N&CG Chair $10,000; N&CG Member $5,000 | Ongoing | Paid quarterly in arrears; prorated for partial service |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Grant Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| RSUs (initial appointment) | Mar 22, 2024 | 159,217 RSUs | $285,000 | RSUs vest in equal annual installments over 3 years, subject to continued service (policy) |
| Stock Options (initial appointment) | Mar 22, 2024 | 113,381 options | — | Terms not separately valued in proxy; subject to continued service |
| Annual Stock Options | May 16, 2024 | 113,281 options | $145,000 | One‑year vest from one annual meeting to the next; 10‑year term; subject to continued service |
- Structure and metrics: Director equity awards are time‑based (RSUs vest over 3 years; annual options vest over the subsequent year). No performance conditions or metrics (e.g., TSR, revenue growth) are disclosed for director equity.
Other Directorships & Interlocks
| Company | Role | Overlap/Relevance |
|---|---|---|
| SPT Labtech | Independent Director (since Mar 2023) | Lab automation exposure; no disclosed related‑party transactions with Quantum‑Si |
| AVEVA Group plc | Independent Director (Mar 2019 – Mar 2023) | Prior software governance experience |
Expertise & Qualifications
- 35+ years of global commercial and operational leadership across life sciences and technology; senior P&L roles at Illumina and Cisco.
- Education: B.A. (UC Berkeley); M.B.A. (Pepperdine University).
- Board‑ready skills: biotech tools market expertise; large‑scale go‑to‑market and operations leadership in EMEA.
Equity Ownership
| Measure | Value | As‑of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 53,072 | Mar 3, 2025 | RSUs vesting within 60 days; <1% ownership |
| % of Class A | * | Mar 3, 2025 | Less than 1% indicated by proxy (*) |
| Options outstanding | 113,281 | Dec 31, 2024 | Year‑end awards table |
| RSUs outstanding | 159,217 | Dec 31, 2024 | Year‑end awards table |
| Shares pledged as collateral | Not disclosed for Ms. Dowdy | Mar 3, 2025 | No pledging indicated in ownership tables |
| Hedging/pledging policy | Company policy includes rules relating to hedging, margin, and pledged securities; full policy filed with 2024 Form 10‑K | Policy reference | Insider Trading Policy described in proxy; Exhibit 19.1 to 2024 10‑K |
Governance Assessment
- Positives: Independent director with deep life sciences and enterprise tech commercialization expertise; slated for roles on Compensation and Nominating & Governance committees, enhancing board oversight in human capital and governance processes. Attendance threshold met in 2024; equity alignment via RSUs and options grants.
- Cautions/Red Flags to monitor: Quantum‑Si’s “controlled company” status concentrates voting power with the founder, potentially limiting minority shareholder influence despite board independence. Confirm final 2025 committee appointments post‑meeting and monitor for any related‑party transactions in future filings.
- Compensation alignment: Director pay mix skews to equity (2024: $39,148 cash; $285,000 RSUs; $145,000 options; total $469,148), supporting alignment via time‑based vesting, though lacking performance conditions (typical for directors).
No director attended fewer than 75% of 2024 board and committee meetings; board met 5 times, committees 14 times (Audit 4, Compensation 6, N&CG 4). **[1816431_0001816431-25-000024_qsi-20250320.htm:21]** **[1816431_0001816431-25-000024_qsi-20250320.htm:22]** **[1816431_0001816431-25-000024_qsi-20250320.htm:23]**