William Donnelly
About William P. Donnelly
Independent director since August 2023; appointed Chair of the Board in March 2025. Age 64 (as of 2025). Former CFO and later EVP (finance, IR, supply chain, IT) at Mettler-Toledo; earlier CFO roles at Elsag Bailey and auditor at PwC; B.S. in Business Administration from John Carroll University. Designated an Audit Committee Financial Expert; independence affirmed by Nasdaq standards in 2024 and 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mettler-Toledo International Inc. | EVP (finance, IR, supply chain, IT); CFO; Division Head (Product Inspection, certain lab businesses) | EVP 2014–2018; CFO 1997–2002 and 2004–2014; Division Head 2002–2004 | Led finance and operations transformation; multi-functional oversight |
| Elsag Bailey Process Automation, NV | Senior financial roles incl. CFO | 1993–1997 | Corporate finance leadership |
| PricewaterhouseCoopers LLP | Auditor | 1983–1993 | Audit practice experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Ingersoll Rand Inc. (NYSE: IR) | Director; Lead Independent Director | Director May 2017; Lead Director Nov 2021 | Board leadership at diversified industrial |
| T. Rowe Price Group, Inc. (Nasdaq: TROW) | Director | 2023 | Global asset manager board experience |
Board Governance
- Board leadership: Chair of the Board (independent) since March 2025 .
- Independence: Board determined Donnelly is independent (Nasdaq) in 2024 and 2025 .
- Attendance: No director attended fewer than 75% of Board/committee meetings in 2023; all incumbents ≥75% in 2024 .
- Committees: Audit (member; financial expert) and Compensation (member). 2024: Audit Committee; 2025: Audit and Compensation Committees .
| Governance Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board role | Director (joined Aug 17, 2023) | Director | Chair of the Board |
| Audit Committee | Member; Financial Expert | Member; Financial Expert | Member; Financial Expert |
| Audit Committee composition | Meister (Chair), Donnelly, Hlavinka, Madaus | Same | Elliott (Chair), Donnelly, Meister |
| Compensation Committee | — | Not listed | Member (Flynn Chair; Donnelly; Magovčević-Liebisch; Walt) |
| Nominating & Governance | — | Not listed | Not listed |
| Independence | Independent | Independent | Independent |
| Meeting attendance | ≥75% threshold met | All incumbents ≥75% | All incumbents ≥75% |
Fixed Compensation
- Non-employee director compensation policy includes: annual retainer; committee fees; and annual equity grants (60% options, 40% RSUs). Directors may elect cash fees in common stock .
- Policy changes: Chair retainer increased to $80,000 effective Jan 1, 2024; increased to $95,000 effective Jan 1, 2025 .
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Fees earned (cash or stock election) | $18,579 | $51,269 | Donnelly elected to receive fees in stock (2023; also noted for 2024 group) |
| Stock awards (RSUs) | $196,888 | $120,000 | Annual director grant (part of $200k equity) |
| Option awards | $203,113 | $80,000 | Annual director grant (remaining of $200k equity) |
| Total director compensation | $418,580 | $251,269 | 2023 includes $400k initial award upon appointment |
| Fee Policy Elements | 2023 Policy | 2024 Policy | 2025 Policy |
|---|---|---|---|
| Annual retainer (Director) | $40,000 | $40,000 | $50,000 |
| Annual retainer (Chair/Lead) | $60,000 | $80,000 | $95,000 |
| Committee fees (Audit) | $10,000 member; $20,000 chair | Same | Same |
| Committee fees (Comp) | $7,250 member; $15,000 chair | $7,500 member; $15,000 chair | Same |
| Committee fees (Nominating) | $5,000 member; $10,000 chair | Same | Same |
| Annual equity grant | $200,000 (60% options/40% RSUs) | Same | Same |
| Initial new director grant | $400,000 (60% options/40% RSUs) | Same | Same |
| Equity vesting | Annual grants vest Dec 31 of grant year; initial grants vest 1/3 annually over 3 years; options 1/3 at 1 year then monthly over next 2 yrs | Same | Same |
Performance Compensation
- Director pay is not tied to performance metrics; equity awards are time-based per policy (no performance vesting) .
| Performance Metrics Applied to Director Compensation | 2023 | 2024 | 2025 |
|---|---|---|---|
| Performance-vesting metrics for directors | None (time-based equity only) | None | None |
Other Directorships & Interlocks
| Company | Relationship to QTRX | Potential Interlock/Conflict |
|---|---|---|
| Ingersoll Rand Inc. | Independent director; Lead Independent Director | No QTRX-disclosed transactions with IR; independence maintained |
| T. Rowe Price Group, Inc. | Independent director | Asset manager; no QTRX-disclosed related transactions |
- QTRX related-party transactions disclosed involve Tufts/Harvard (David Walt) and UltraDx (linked to Keith Crandell); none involve Donnelly .
Expertise & Qualifications
- Financial strategy and capital markets expertise; extensive CFO experience; designated Audit Committee Financial Expert .
- Governance credentials: current Board Chair; prior lead independent director role at IR; broad public company board experience .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| March 1, 2024 | 20,888 | <1% |
| July 31, 2025 | 148,050 | <1% |
- Ownership guidelines: Non-employee directors must hold 5x annual base cash retainer; attainment period five years; all applicable individuals were in compliance as of Oct 9, 2024 .
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging by directors/officers .
Insider Trades (Form 4)
- Pattern: Regular small stock awards consistent with fee elections; significant open market purchases in 2023 and 2025 increase alignment [ReadFile insider JSON entries; see URLs above].
Governance Assessment
- Strengths
- Independent Chair; dual committee roles (Audit; Compensation) enhance oversight; designated Audit Committee financial expert .
- High engagement/attendance; independence affirmed .
- Strong ownership alignment: elected to receive fees in stock; large open-market buys; compliance with stock ownership guidelines; anti-hedging/anti-pledging policy .
- Governance enhancements in 2025: majority voting for uncontested elections; Board declassification proposal via cooperation agreement .
- Risks/RED FLAGS
- Financial restatement in 2024 related to inventory capitalization; Audit Committee (including Donnelly) oversaw remediation; clawback policy concluded no recovery required for 2023, but restatement remains a governance risk .
- Multiple external boards (IR; TROW) may constrain time, though attendance meets thresholds .
- Overall: Donnelly’s financial expertise and chair role are positives for board effectiveness. Insider buying and stock fee elections signal alignment. Continued monitoring of internal control remediation and financial reporting quality is warranted .