Scott Mendel
About Scott Mendel
Scott Mendel (age 58) is an independent director of Quantum‑Si (QSI) who has served on the board since May 2023. He brings over 30 years of financial and operational leadership, including CEO, COO, and CFO roles in diagnostics and healthcare technology; he holds a B.S. in finance from Indiana University and an MBA from Northwestern University’s Kellogg School of Management . He is designated an audit committee financial expert under SEC rules and is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GenMark Diagnostics, Inc. | Chief Executive Officer | Feb 2020–Sep 2021 | Led syndromic molecular diagnostics business until acquisition by Roche |
| GenMark Diagnostics, Inc. | Chief Operating Officer | Feb 2019–Feb 2020 | Operations leadership in diagnostics |
| GenMark Diagnostics, Inc. | Chief Financial Officer | May 2014–Feb 2019 | Financial leadership; IPO-scale public company experience |
| The Active Network, Inc. | Chief Financial Officer | Mar 2010–Dec 2013 | CFO through sale to Vista Equity Partners |
| GE Healthcare IT (General Electric) | Chief Financial Officer | Mar 2003–Mar 2010 | CFO for healthcare IT division; 20+ years at GE |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Akoya Biosciences, Inc. | Director | Since Jun 2021 | Not disclosed in QSI proxy |
| Visby Medical, Inc. | Director | Since Jan 2022 | Private company; committees not disclosed |
Board Governance
- Independence: Mendel is one of eight independent directors on QSI’s 10‑member board .
- Committees: Currently serves on the Audit Committee; expected to become Audit Committee Chair after the 2025 annual meeting (Kevin Rakin to replace Ruth Fattori as a member) . Mendel is designated an “audit committee financial expert” .
- Attendance: In FY2024, the board met 5 times and committees met 14 times; no director attended fewer than 75% of their meetings .
- Committee activity: Audit (4 meetings), Compensation (6), Nominating & Corporate Governance (4) in FY2024 .
- Controlled company: QSI is a Nasdaq “controlled company” due to Dr. Jonathan Rothberg’s majority voting power, though QSI maintains a majority‑independent board and independent compensation committee .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $60,000 | Under director compensation policy; base annual retainer $50,000, audit committee member retainer $10,000 |
| Total fixed cash | $60,000 | Sum of cash fees |
Policy retainers (reference): Chair of Board $50,000; Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $10,000; Nominating Member $5,000 .
Performance Compensation
| Equity Award | Grant Date | Units/Grant Value | Vesting | Fair Value/Notes |
|---|---|---|---|---|
| Annual stock options | May 16, 2024 | 113,281 options | Vest from one regular annual meeting to the next, subject to service; 10‑year term | Aggregate grant date fair value driven by Black‑Scholes |
| Initial RSU grant (upon first election) | Policy term | $285,000 RSUs (policy) | Vest in equal annual installments over 3 years, subject to service | Mendel held 94,562 RSUs at 12/31/2024 |
| Director equity mix (2024) | 2024 | Options fair value $145,000 | Annual grant | Equity represented ~71% of Mendel’s total 2024 director comp ($145k of $205k) |
Other Directorships & Interlocks
- Public boards: Akoya Biosciences, Inc. (director since June 2021) .
- Private boards: Visby Medical, Inc. (director since January 2022) .
- Interlocks/conflicts: No QSI‑disclosed transactional interlocks involving Mendel. QSI does disclose related‑party arrangements with entities affiliated to Dr. Rothberg (leases and services via 4Catalyzer and family entities), but these do not reference Mendel .
Expertise & Qualifications
- Designation: Audit Committee Financial Expert .
- Domain: Diagnostics industry leadership (CEO/COO/CFO), healthcare IT finance, public company governance .
- Education: B.S. finance (Indiana University); MBA (Kellogg School of Management, Northwestern University) .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 47,281 shares | Direct holdings per beneficial ownership table |
| Options held (12/31/2024) | 113,281 options | Director‑level aggregate options at FY‑end |
| RSUs held (12/31/2024) | 94,562 RSUs | Director‑level aggregate RSUs at FY‑end |
| Shares outstanding (Class A, reference) | 163,202,105 shares | As of March 3, 2025 (Class A only) |
| Pledged or hedged shares | Not disclosed; QSI policy restricts hedging, margin, and pledged securities | Insider Trading Policy filed and referenced |
Governance Assessment
-
Strengths
- Deep diagnostics and finance experience; audit committee financial expert—enhances oversight of financial reporting and controls .
- High engagement: Board and committees met frequently in 2024; no director fell below 75% attendance .
- Transparent director pay structure with majority equity; options vest over director service year; initial RSUs vest over 3 years, aligning tenure with ownership .
-
Risks and potential red flags
- Controlled company: Majority voting power held by Dr. Rothberg (73.48% of total voting power) limits minority shareholder influence and can affect board autonomy, though board maintains majority independence by choice .
- Related‑party transactions: Ongoing services and historical lease arrangements with 4Catalyzer and Rothberg‑affiliated entities (fees paid ~$276,000 in 2024) require continued strict audit oversight; Mendel’s expected role as Audit Chair increases responsibility to monitor these exposures .
- Company‑level equity modifications: Executive performance option hurdles were lowered in 2024 (e.g., Hawkins and Keyes), which can signal pay design adjustments that merit scrutiny by the Compensation Committee and full board; directors must ensure robust rationale and shareholder alignment .
-
Alignment
- 2024 director pay mix for Mendel is equity‑tilted (approx. $145k equity vs $60k cash), supporting ownership alignment; Mendel holds options and RSUs in addition to direct share ownership .
Board Governance Appendix (Committee Composition, FY2024 Reference)
- Audit Committee: Brigid A. Makes (Chair in 2024), Ruth Fattori, Scott Mendel; Mendel designated financial expert. Expected post‑meeting change: Mendel Chair; Kevin Rakin to join Audit, replacing Fattori .
- Compensation Committee: Ruth Fattori (Chair), Amir Jafri, Jack Kenny; Paula Dowdy expected to join after 2025 meeting; Aon (independent consultant) engaged in 2024 .
- Nominating & Corporate Governance Committee: Jack Kenny (Chair), Amir Jafri, Kevin Rakin; Paula Dowdy expected to replace Rakin post‑meeting .
Director Compensation Details (2024)
| Item | Scott Mendel | Source |
|---|---|---|
| Fees earned/paid in cash | $60,000 | |
| Stock awards (RSUs) | $0 (grant value in 2024 table) | |
| Option awards (grant‑date fair value) | $145,000 | |
| Total | $205,000 | |
| Awards held at FY‑end: options | 113,281 | |
| Awards held at FY‑end: RSUs | 94,562 |
Related Party Transactions (Context for Audit Oversight)
- Leases and service arrangements involving entities affiliated with Dr. Rothberg and 4Catalyzer (e.g., PB & AJ Express lease ended 2023; services under MSA with 4C: ~$276k in 2024, ~$484k in 2023) .
- Technology/services exchange agreements among Rothberg‑affiliated companies; certain licenses and collaborations (e.g., PEI collaboration terminated May 1, 2024) .
- Advisory agreement with Dr. Rothberg (option grant in March 2023) and indemnification arrangements typical for directors/officers .
Notes on Independence, Attendance, and Engagement
- Independence: Affirmed for Mendel under SEC and Nasdaq rules .
- Attendance: Met threshold; board and committees active in FY2024 .
- Audit leadership transition: Mendel expected to chair Audit post‑2025 meeting, heightening responsibility on related‑party and auditor oversight .
Summary Implications for Investors
- Mendel’s audit expertise and expected chair role strengthen financial oversight, a positive in a controlled‑company structure with related‑party exposures .
- Director equity orientation and established RSU/option vesting promote alignment, though overall personal ownership remains small relative to float (direct Class A shares: 47,281) .
- Vigilance is warranted on company‑level compensation design changes (executive option revisions), auditor transitions (PwC appointed for 2025), and ongoing monitoring of related‑party services/leases .