Masoud Toloue
About Masoud Toloue
Masoud Toloue, Ph.D., age 45, is President, CEO, and director of Quanterix (since Apr 25, 2022), with a doctorate in molecular cell biology (University at Buffalo) and postdoctoral work in protein biochemistry (UT Health Science Center, San Antonio) . Under his tenure, Quanterix delivered 2024 revenue of $137.4M (+12% YoY) following 2023 revenue of $122.4M (+16% YoY), while 2024 TSR (value of $100 investment) was $44.99 vs. $115.70 in 2023, reflecting a tougher tape despite continued top-line growth . Prior to Quanterix, Toloue scaled PerkinElmer’s diagnostics to >50% of company revenue and founded/led NGS businesses at Bioo Scientific and Genohub, bringing deep diagnostics and genomics commercialization expertise .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PerkinElmer (now Revvity/RVTY) | SVP, Diagnostics | 2019–2021 | Grew diagnostics to >50% of total company revenue |
| PerkinElmer | Lead, Applied Genomics division | 2016–2019 | Built and led applied genomics platform |
| Bioo Scientific | Founder/Leader, NGS business | –2016 (acquired) | Created NGS business acquired by PerkinElmer in 2016 |
| Genohub | Co-founder/Leader | n/a | Transformed from matching tech to global platform for NGS project management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Quanterix | Director (inside) | 2022–present | Employee-director (not independent) |
| — | — | — | No other public-company directorships disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary paid ($) | 541,346 | 615,385 | 642,848 |
| Base salary rate at year (policy) | $550,000 (upon becoming CEO) | $600,000 | $650,000 |
| Target annual bonus (% of base) | 100% | 100% | 100% |
Performance Compensation
Annual Cash Incentive (Structure and Outcomes)
| Metric (2023 Plan) | Weight | Threshold (0.5x) | Target (1.0x) | Max (1.5x) | Actual | Factor | Weighted Payout |
|---|---|---|---|---|---|---|---|
| 2023 Revenue ($) | 30% | 99.2M | 103.9M | 113.4M | 116.4M | 1.5x | 45% |
| 2H23 Revenue Growth (%) | 10% | 10% | 15% | 25% | 27% | 1.5x | 15% |
| Non-GAAP Gross Margin | 30% | 33.6% | 36.6% | 39.6% | 51.1% | 1.5x | 45% |
| Strategic Objectives | 30% | 4/8 | 5/8 | 7/8 | 5/8 | 1.0x | 30% |
| Corporate performance factor | — | — | — | — | — | — | 135% |
| CEO individual factor | — | — | — | — | — | — | 1.0x |
| CEO bonus paid ($) | — | — | — | — | — | — | 810,000 |
| Metric (2024 Plan) | Weight | Threshold (0.5x) | Target (1.0x) | Max (1.5x) | Actual | Factor | Weighted Payout |
|---|---|---|---|---|---|---|---|
| 2024 Revenue ($) | 40% | 135.0M | 143.5M | 159.0M | 137.4M | 0.62x | 25% |
| Non-GAAP Gross Margin (adj.) | 20% | 55% | 59% | 239.6% | 57% | 0.69x | 14% |
| Cash Usage (adj.) | 10% | (30.0)M | (24.0)M | (14.0)M | (25.3)M | 0.83x | 8% |
| Strategic Objectives | 30% | up to 3% ea | up to 6% ea | up to 9% ea | 28% | 0.95x | 29% |
| Corporate performance factor (after discretion) | — | — | — | — | — | — | 0.9x (Committee uplift for outperformance vs peers) |
| CEO individual factor | — | — | — | — | — | — | 1.0x |
| CEO bonus paid ($) | — | — | — | — | — | — | 585,000 |
Notes:
- 2023 payouts driven by revenue outperformance and gross margin expansion; 2024 included discretionary adjustment to 0.9x recognizing 12% revenue growth in a capital-constrained environment and peer outperformance .
Long-Term Equity (LTI) Grants and Vesting
| Grant | Grant Date | Award Value ($) | Options (#) | RSUs (#) | Option Strike ($/sh) | Vesting |
|---|---|---|---|---|---|---|
| CEO Annual LTI 2023 | 2/2/2023 | 4,000,000 | 259,416 | 111,178 | 14.82 | 25% at 1st anniversary; remainder monthly over 36 months |
| CEO Annual LTI 2024 | 2/2/2024 | 5,200,000 | 227,262 | 67,532 | 23.10 | 25% at 1st anniversary; remainder monthly over 36 months |
Realization indicators:
- 2024 year-end stock price: $10.63; all options were out-of-the-money at 12/31/2024, reducing near-term exercise-related selling pressure .
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (sh) | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| Mar 1, 2024 | 299,538 | <1% | Includes 170,477 common; 120,091 options exercisable within 60 days; 8,970 RSUs vesting within 60 days |
| Jul 31, 2025 | 621,944 | 1.3% | Updated post-2024 grants/vesting; group total (directors+execs) 6.8% |
Unvested and In-the-Money Detail (12/31/2024):
- Unvested RSUs: 11,441 (2022 grant), 60,224 (2023 grant), 67,532 (2024 grant); implied RSU market value $10.63/sh: ~$121,618; $640,181; $717,865 respectively .
- Options exercisable/unexercisable and strikes: 24.40 (2022 grant); 14.82 (2023 grant); 23.10 (2024 grant); all above $10.63 YE price (no intrinsic value) .
Ownership Policies and Practices:
- Stock ownership guidelines: CEO = 6x base salary; 50% net shares hold-until-met; as of Oct 9, 2024 all applicable individuals were in compliance .
- Anti-hedging/anti-pledging policy: prohibits hedging, pledging, margin loans, and short-term trading by directors/officers/employees .
- Clawback policy (Dec 1, 2023): SEC/Nasdaq-compliant; no recovery required following 2024 restatement as recalculated metrics were substantially equivalent/slightly higher for 2023 incentives .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment status | At-will; CEO since Apr 25, 2022 and board member |
| Base salary | $650,000 for 2024 (from $600k in 2023; $550k at CEO appointment) |
| Target bonus | 100% of base salary (2023–2024) |
| Severance (no cause/good reason) | 12 months base + target bonus + 12 months health benefits; plus acceleration of initial equity that would vest during severance period (original); amended Apr 2024 to 24 months’ salary if terminated without cause or resigns for good reason within 90 days before or 12 months after a change-in-control |
| Change-in-control equity | Double-trigger acceleration (CIC + qualifying termination) for all unvested equity |
Illustrative payouts (assuming 12/31/2024 triggering):
- Without cause/good reason: Base $650,000; Target Bonus $650,000; Health $31,109; Equity $0 (options OTM; RSU acceleration under base case not shown) → Total $1,331,109 .
- CIC + qualifying termination: Base $1,300,000; Target Bonus $650,000; Health $31,109; RSUs $1,479,664 → Total $3,460,773 .
Restrictive covenants and term: Not explicitly disclosed; standard release requirement applies to severance .
Board Governance (Director Service and Roles)
- Board service: Director since 2022; employee-director and not classified as independent (independent directors explicitly listed exclude CEO) .
- Committee roles: None (CEO typically not on Audit/Comp/Nominating); independent committees fully constituted .
- Chair/CEO split: Independent Chair; 2024 Chair was Martin D. Madaus, Ph.D.; 2025 Chair is William P. Donnelly — mitigates CEO+Chair concentration risk .
- Board structure changes: 2025 cooperation agreement with Kent Lake includes declassification proposal and adoption of majority voting for uncontested elections; Board to add an independent director by Dec 1, 2025 .
- Meeting attendance: All incumbents ≥75% in 2023 and 2024 .
- Director compensation: Employee directors (incl. CEO) receive no additional board compensation .
Director Compensation (as applicable to CEO)
- Quanterix policy: Employee-directors do not receive board retainers/equity for director service; applies to Toloue .
Compensation Structure Analysis
- Mix and at-risk orientation: CEO comp weighted to equity/options and performance cash; LTI ratio set 70% options / 30% RSUs (higher leverage to stock price) .
- Trend: Base raised 9.1% in 2023 and 8.3% in 2024 (market alignment); LTI award value increased from $4.0M (2023) to $5.2M (2024), reinforcing retention and alignment .
- Metrics rigor: 2023 plan achieved max on revenue, 2H growth, and gross margin; 2024 plan initially scored ~0.75x mathematically but adjusted to 0.9x for relative revenue outperformance; use of multi-metric design aligns with shareholder interests while retaining committee discretion .
- Governance signals: Say-on-pay support 99% (2023) and 98% (2024), indicating strong shareholder endorsement of pay programs .
- Clawback and anti-hedging/pledging strengthen alignment and downside protection for investors .
Performance & Track Record
| Indicator | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Revenue ($M) | 110.6 | 105.5 | 122.4 | 137.4 |
| Net Income (Loss) ($M) | (57.7) | (96.7) | (28.4) (restated) | (38.5) |
| TSR ($100 initial) | 179.43 | 58.61 | 115.70 | 44.99 |
Qualitative highlights under Toloue:
- 2023 transformation: gross margin improvement; net loss narrowed to $32.3M; net cash usage reduced to $17.4M; launched Lucent Diagnostics and LucentAD p-Tau 217 LDT for Alzheimer’s .
- 2024: 12% revenue growth vs. broadly flat/declining peers in tools/services; compensation committee noted outperformance vs. peer median 2% revenue growth .
- 2024 restatement: inventory capitalization misstatement corrected; no misconduct/fraud; clawback not triggered due to substantially equivalent incentive metrics for 2023 .
- Section 16 filing timeliness: one Form 4 for Toloue filed a few days late in 2023 due to administrative delay .
Compensation & Incentive Peer Group
- 2023 peers (selection based on industry/size/growth): Adaptive Biotechnologies, Twist, Veracyte, Pacific Biosciences, Cytek, Seer, SomaLogic, Quantum-Si, Cryoport, Personalis, Codexis, Nautilus, Nanostring, Heska, Berkeley Lights .
- 2024 peers: evolved set including Veracyte, Twist, Cytek, Maravai, Castle Biosciences, Mesa Labs, OmniAb, SomaLogic, Seer, Quantum-Si, Nautilus, PacBio .
Vesting Schedules and Potential Insider Selling Pressure
- Standard vesting: 25% after 1 year; remaining 75% monthly over 36 months for both options and RSUs .
- As of 12/31/2024, Toloue held 139,544 unexercisable options across 2022/2023 grants and 227,262 new 2024 options; all strikes ≥$14.82 vs. $10.63 YE price — lowering near-term exercise/sale pressure from options .
- Unvested RSUs totaling ~139,197 shares across 2022–2024 grants could create periodic selling flows upon vesting; implied YE2024 value ~$1.48M at $10.63/sh .
Risk Indicators & Red Flags
- Restatement and material weakness remediation (inventory capitalization) — no misconduct/fraud; clawback policy reviewed and not invoked for 2023 .
- Anti-hedging/pledging policies in force (positive); no pledging reported .
- No golden parachute tax gross-ups; double-trigger CIC vesting (shareholder-friendly) .
- Related-party transactions primarily involve a director (Dr. Walt) via Tufts/Harvard royalty arrangements — no Toloue-related RPTs disclosed .
- Governance refresh and declassification initiative with activist cooperation (Kent Lake) could reduce entrenchment risk and improve alignment .
Equity Ownership & Director Service (Governance Quality)
- Independence: Toloue is an inside director, not independent; Board maintains fully independent key committees and an independent Chair, reducing dual-role concerns .
- Attendance: All incumbents ≥75% in 2023–2024; active engagement with large shareholders in 2024 (~47% of outstanding shares engaged) .
Investment Implications
- Alignment: Strong at-risk mix (100% target bonus; 70/30 options/RSUs) plus stock ownership/anti-pledging/clawback policies indicates credible pay-for-performance and skin-in-the-game; say-on-pay support (98–99%) validates investor acceptance .
- Retention: Significant unvested RSUs and multi-year option overhang, combined with enhanced CIC severance (24 months’ salary), reduce near-term retention risk for CEO — a positive for execution continuity on platform/assay roadmap .
- Overhang vs. dilution: Equity usage is meaningful (multi-million annual awards; plan overhang ~4.68M awards outstanding as of YE2024), but option strikes are above YE2024 price, limiting immediate dilution from exercises; monitor future evergreen and grant pacing .
- Execution risk: 2024 restatement and prior material weaknesses are operational risk flags; continued remediation and internal control strengthening remain watch items, though governance tools (clawback, independent Chair, declassification) mitigate structural risk .
- Performance sensitivities: 2024 bonus discretion underscores committee’s willingness to normalize for one-offs and reward relative revenue performance; investors should monitor gross margin expansion durability and cadence of high-sensitivity platform launches noted in strategic objectives .