QUIDELORTHO CORP, DEF 14A filed on 4/2/2024
Proxy Statement (definitive)
v3.24.1
Cover
12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name QUIDELORTHO CORP
Entity Central Index Key 0001906324
v3.24.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Jan. 02, 2022
Jan. 03, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
(a)(b)(c)(d)(e)(f)(g)(h)(i)
Year
Summary Compensation Table Total
for PEO(1)
($)
Compensation Actually Paid to PEO(2)
($)
Average Summary Compensation Table Total for Non-PEO NEOs(3)
($)
Average Compensation Actually Paid to Non-PEO NEOs(4)
($)
Value of Initial Fixed $100 Investment Based On:
Net (Loss) Income
 (in millions)(7)
($)
Adjusted EBITDA (in millions)(8)
($)
Total Shareholder Return(5)
($)
Peer Group Total Shareholder Return(6)
($)
20236,757,143 3,955,336 2,924,669 2,029,077 98.23 106.34 (10.1)723.2 
202212,885,604 6,654,018 3,831,285 2,506,945 114.18 99.81 548.7 
(9)
1,331.0 
(9)
20215,464,148 3,080,082 2,465,773 1,985,148 179.91 125.33 704.2 970.8 
20207,177,709 27,887,022 2,193,998 8,787,817 239.44 130.04 810.3 1,115.3 
     
Company Selected Measure Name Adjusted EBITDA      
Named Executive Officers, Footnote The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table for Mr. Bryant, who served as our President and CEO for each of the periods reflected above. In 2022, Mr. Bryant received a success cash bonus award and 25% of his integration/retention cash bonus award that was paid upon the closing of the Combinations and the remaining 75% was paid in 2023.The dollar amounts reported represent the average of the amounts reported for the NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table for each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Busky, Bujarski and Iskra and Dr. Kroll; (ii) for 2022, Mr. Steward, who served as our CFO until May 27, 2022, Mr. Busky, who became our CFO effective May 27, 2022, Mr. Bujarski, Ms. Hodges and Dr. Kroll; (iii) for 2021, Messrs. Steward and Bujarski, Ms. Hodges and Dr. Kroll; and (iv) for 2020, Messrs. Steward and Bujarski, Dr. Kroll and Ratan S. Borkar. In 2022, Messrs. Bujarski and Steward, Ms. Hodges and Dr. Kroll received a success cash bonus award and/or 25% of their integration/retention cash bonus award that were paid upon the closing of the Combinations, with the remaining 75% paid in 2023. Mr. Busky also received a transaction bonus and 40% of his retention bonus that was paid upon the closing of the Combinations, with the remaining 60% paid in 2023.      
Peer Group Issuers, Footnote Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: NASDAQ Healthcare Composite Index.      
PEO Total Compensation Amount $ 6,757,143 $ 12,885,604 $ 5,464,148 $ 7,177,709
PEO Actually Paid Compensation Amount $ 3,955,336 6,654,018 3,080,082 27,887,022
Adjustment To PEO Compensation, Footnote The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
YearReported Summary Compensation
Table Total for PEO
($)
Reported Value
of Equity Awards(a)
($)
Equity Award
Adjustments(b)
($)
Compensation
 Actually Paid to PEO
($)
20236,757,143 (4,931,761)2,129,954 3,955,336 
202212,885,604 (8,069,506)1,837,920 6,654,018 
20215,464,148 (4,049,862)1,665,796 3,080,082 
20207,177,709 (5,199,655)25,908,968 27,887,022 
a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
b.The equity award adjustments for each applicable year include, if applicable, the addition (or subtraction, as applicable) of the following:
i.the year-end fair value of any equity awards granted in the applicable year that were outstanding and unvested as of the end of the year;
ii.the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the applicable year;
iii.for awards that were granted and vested in the applicable year, the fair value as of the vesting date;
iv.for awards granted in prior years that vested in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year);
v.for awards granted in prior years that failed to meet the vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and
vi.the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for our PEO are as follows:
YearYear-end
 Fair Value of Equity Awards Granted in
the Year and Unvested at the End of the Year
($)
Year-over-Year Change in
Fair Value of Outstanding and Unvested Equity Awards
($)
Fair Value
as of Vesting
Date of Equity
 Awards Granted
 and Vested
 in the Year
($)
Year-over-Year Change in Fair Value of Equity Awards Granted
in Prior Years
that Vested
in the Year
($)
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
($)
Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected
in Fair Value
($)
Total Equity Award Adjustments
($)
20233,641,816 (1,314,248)N/A(197,614)N/AN/A2,129,954 
20227,093,960 (3,895,214)N/A(1,360,826)N/AN/A1,837,920 
20212,436,411 (4,707,366)N/A3,936,751 N/AN/A1,665,796 
202010,656,560 15,099,356 N/A153,052 N/AN/A25,908,968 
     
Non-PEO NEO Average Total Compensation Amount $ 2,924,669 3,831,285 2,465,773 2,193,998
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,029,077 2,506,945 1,985,148 8,787,817
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described in Note 2 above:
YearAverage Reported Summary Compensation Table
 Total for Non-PEO NEOs
($)
Average
Reported Value
of Equity Awards
($)
Average
 Equity Award Adjustments(a)
($)
Average Compensation
 Actually Paid to
Non-PEO NEOs
($)
20232,924,669 (1,987,293)1,091,701 2,029,077 
20223,831,285 (2,116,041)791,701 2,506,945 
20212,465,773 (1,745,137)1,264,512 1,985,148 
20202,193,998 (1,258,951)7,852,770 8,787,817 
a.The amounts deducted or added in calculating the total average equity award adjustments are as follows:
YearAverage
Year-end Fair
Value of Equity
Awards Granted
in the Year and Unvested at the End of the Year
($)
Year-over-
Year Average Change in
Fair Value of Outstanding and Unvested Equity Awards
($)
Average
Fair Value
as of Vesting
Date of Equity
Awards Granted
 and Vested
in the Year
($)
Year-over-
Year Average
 Change in Fair
Value of Equity
Awards Granted
in Prior Years
 that Vested
in the Year
($)
Average
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting Conditions
in the Year
($)
Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected
in Fair Value
($)
Total
 Average Equity Award Adjustments
($)
20231,538,467 (291,650)N/A(155,116)N/AN/A1,091,701 
20221,774,637 (620,798)N/A(362,138)N/AN/A791,701 
20211,257,732 (968,170)N/A974,950 N/AN/A1,264,512 
20202,667,552 4,785,750 N/A399,468 N/AN/A7,852,770 
     
Compensation Actually Paid vs. Total Shareholder Return
4398046539586
     
Compensation Actually Paid vs. Net Income
4398046539592
     
Compensation Actually Paid vs. Company Selected Measure
4398046539600
     
Tabular List, Table
Most Important Performance Measures
Adjusted EBITDA
Revenue
Integration/Cost Synergy Target
     
Total Shareholder Return Amount $ 98.23 114.18 179.91 239.44
Peer Group Total Shareholder Return Amount 106.34 99.81 125.33 130.04
Net Income (Loss) $ (10,100,000) $ 548,700,000 $ 704,200,000 $ 810,300,000
Company Selected Measure Amount 723,200,000 1,331,000,000 970,800,000 1,115,300,000
PEO Name Douglas C. Bryant      
Additional 402(v) Disclosure In 2022, Net Income decreased to $548.7 million while Adjusted EBITDA increased to $1,331.0 million, primarily due to the closing of the Combinations, which resulted in one-time increased costs in 2022, including higher depreciation and amortization expense, acquisition and integration costs and interest expenses (the “Increased Costs”). Specifically, the 2022 decrease in Net Income was impacted by the Increased Costs while the 2022 increase in Adjusted EBITDA was primarily driven by the inclusion of Ortho’s Adjusted EBITDA and the Increased Costs were excluded from Adjusted EBITDA, as described in Note 8 above.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Non-GAAP Measure Description Adjusted EBITDA consists of net income before interest expense, net, provision for (benefit from) income taxes and depreciation and amortization and eliminates (i) certain non-operating income or expense items and (ii) impacts of certain non-cash, unusual or other items that are included in net income, which we do not consider indicative of our ongoing operating performance.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name Integration/Cost Synergy Target      
PEO | Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (4,931,761) $ (8,069,506) $ (4,049,862) $ (5,199,655)
PEO | Equity Award Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,129,954 1,837,920 1,665,796 25,908,968
PEO | Year-end Fair Value of Equity Awards Granted in the Year and Unvested at the End of the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,641,816 7,093,960 2,436,411 10,656,560
PEO | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,314,248) (3,895,214) (4,707,366) 15,099,356
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (197,614) (1,360,826) 3,936,751 153,052
Non-PEO NEO | Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,987,293) (2,116,041) (1,745,137) (1,258,951)
Non-PEO NEO | Equity Award Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,091,701 791,701 1,264,512 7,852,770
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in the Year and Unvested at the End of the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,538,467 1,774,637 1,257,732 2,667,552
Non-PEO NEO | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (291,650) (620,798) (968,170) 4,785,750
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (155,116) $ (362,138) $ 974,950 $ 399,468