Ruth Fattori
About Ruth Fattori
Independent director at Quantum-Si since June 2021 (preceded by service on Legacy Quantum‑Si’s board from March 2021), Fattori is a human capital and operations executive with >30 years of experience, including CHRO/CAO roles at PepsiCo, MetLife and Motorola. She currently leads Pecksland Partners (Managing Director, since Jan‑2019) and serves as Senior Advisor to BCG’s CEO Advisory and People & Organization practice (since Jan‑2019). She holds a B.S. in Mechanical Engineering from Cornell University and is age 73 as of March 19, 2025 . She was on the 2025 director slate and signed the company’s 2025 shelf registration, underscoring active service status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Executive Vice President & Chief Human Resources Officer | Feb 2013 – Dec 2018 | Global HR leadership for a Fortune 100; enterprise talent, compensation and DEI governance |
| MetLife, Inc. | Executive Vice President & Chief Administrative Officer | 2008 – 2009 | Enterprise administration; transformation during post‑crisis period |
| Motorola, Inc. | Executive Vice President & Chief Human Resources Officer | Prior to 2008 (not dated) | Global HR leadership at large-cap tech/communications company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pecksland Partners | Managing Director | Jan 2019 – present | Advises boards/CEOs on HR and governance matters |
| Boston Consulting Group | Senior Advisor (CEO Advisory; People & Organization) | Jan 2019 – present | Independent advisor to BCG programs |
| Hyperfine, Inc. (NASDAQ: HYPR) | Director | Since Aug 2021 | Public company board in 4Catalyzer ecosystem |
Board Governance
- Independence: The board determined Fattori is an independent director under SEC/Nasdaq rules; QSI is a “controlled company,” but maintains a majority‑independent board and an independent compensation committee .
- Committee assignments (2024): Chair, Compensation Committee; Member, Audit Committee. Expected rotation post‑2025 annual meeting adds Paula Dowdy to Compensation and replaces Fattori on Audit with Kevin Rakin, with Scott Mendel expected to chair Audit thereafter .
- Attendance and engagement: In 2024 the board met 5 times; committees met 14 times (Audit 4; Compensation 6; Nominating & Governance 4). No director attended fewer than 75% of their board/committee meetings .
- Compensation Committee practices: Uses Aon’s Human Capital Solutions as independent advisor; committee remit includes executive/director pay and human capital oversight; Aon affirmed independent status under SEC/Nasdaq factors .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑employee director retainer per policy |
| Compensation Committee Chair fee | $15,000 | Policy rate for chair |
| Audit Committee member fee | $10,000 | Policy rate for member |
| Total 2024 cash fees received | $75,000 | Reported for Fattori in 2024 Director Compensation table |
Non‑Employee Director Compensation Policy: Base retainer $50,000; chair/member retainers (Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000). Fees paid quarterly; reimbursed reasonable expenses .
Performance Compensation
| Equity Element | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual Stock Options | $145,000 grant date fair value for 2024 | Options granted first business day after annual meeting; 10‑year term; vest over the director year, subject to continued service | All non‑employee directors received 113,281 options on May 16, 2024 |
| Initial RSUs (for newly appointed directors) | $285,000 FMV | Vest in equal annual installments over 3 years | Applies to new directors; not applicable to Fattori in 2024 |
- Performance metrics: Director equity is time‑based (no performance conditions); options valued via Black‑Scholes; vesting tied to continued service during the director year .
- 2024 reported equity for Fattori: Option awards $145,000; no RSUs in 2024 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Context |
|---|---|---|
| Hyperfine, Inc. | Director | QSI maintains multiple historical related‑party arrangements within the 4Catalyzer/Rothberg ecosystem (4C services/leases; technology sharing/license agreements with affiliates such as identifeye Health, Detect, AI Therapeutics, Protein Evolution). These are company‑level arrangements; no transactions are disclosed with Ms. Fattori personally. Independent Audit oversight and related‑party pre‑approval policies apply . |
Expertise & Qualifications
- Human capital and compensation governance expertise (former EVP/CHRO at PepsiCo; prior CHRO/CAO roles at Motorola/MetLife), well‑suited for Compensation Chair responsibilities .
- Mechanical Engineering degree (Cornell University), adding technical literacy in a life sciences/technology setting .
- Public board experience (Hyperfine); advisory experience (BCG), supporting board effectiveness and CEO/leadership development oversight .
Equity Ownership
| Holder | Class A Shares | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Class A | Notes |
|---|---|---|---|---|---|
| Ruth Fattori | 170,512 | 180,361 | 350,873 | <1% | Beneficial ownership as of Mar 3, 2025; total voting power impact <1% |
Additional equity context:
- Total stock options held at FY‑end 2024: 293,642 (implies ~113,281 unvested, consistent with the 2024 annual grant) .
- Company insider trading policy covers hedging, margin accounts and pledging practices; full policy on file (Exhibit 19.1 to 2024 10‑K); the proxy does not disclose any pledging by Ms. Fattori .
Director Compensation (Detail)
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Ruth Fattori (2024) | 75,000 | — | 145,000 | 220,000 |
Governance Assessment
- Positives: Independent director with deep HR/compensation expertise; chairs Compensation Committee; serves on Audit (financial oversight exposure); strong engagement (no director <75% attendance amid an active meeting cadence); independent compensation consultant; clear, transparent director pay policy with mix skewed to equity to align interests .
- Watch items: QSI is a controlled company with extensive historical related‑party arrangements within the founder’s 4Catalyzer network (services, leases, licenses). These are overseen by an independent Audit Committee, but they elevate perception risk around conflicts; continued rigorous related‑party oversight and disclosures remain important. No personal related‑party transactions involving Ms. Fattori are disclosed .
- Alignment: For 2024, ~66% of Fattori’s director pay was equity (options), with cash reflecting base plus committee chair/member fees—appropriate for aligning long‑term incentives while compensating governance workload .