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Share Name | Share Symbol | Market | Type |
---|---|---|---|
QuidelOrtho Corporation | NASDAQ:QDEL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 44.96 | 44.07 | 45.85 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Notice of 2017 Annual Meeting of Shareholders
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and Proxy Statement
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Sincerely yours,
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Douglas C. Bryant
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President and Chief Executive Officer
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QUIDEL CORPORATION
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By Order of the Board of Directors,
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Douglas C. Bryant
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President and Chief Executive Officer
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QUIDEL CORPORATION
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Page
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* Indicates matters to be voted on at the Annual Meeting.
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Time and date:
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8:30 a.m. (Local Time), May 16, 2017
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Record date:
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March 22, 2017
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Place:
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San Diego Marriott Del Mar
11966 El Camino Real
San Diego, California 92130
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Voting:
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Stockholders as of record date
are entitled to vote
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Proposal
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Board Recommendation
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Page Reference
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Proposal No. 1
- Election of Seven (7) Directors
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For All Nominees
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Proposal No. 2
- Ratification of Ernst and Young LLP as Auditors for 2017
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FOR
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Proposal No. 3 -
Advisory (Non-Binding) Vote on Executive Compensation
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FOR
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Proposal No. 4
- Advisory (Non-Binding) Vote on Frequency of Vote on Executive Compensation
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ONE YEAR
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D
IRECTOR
N
OMINEES
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Incumbent director nominees received an average vote of 99% of votes cast in 2016
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We are seeking your vote FOR all of the director nominees below:
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Name
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Age
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Year First Elected By Shareholders
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Principal Occupation
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Douglas C. Bryant
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59
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2009
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President and Chief Executive Officer, Quidel Corporation
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Thomas D. Brown
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69
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2004
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Retired Senior Vice President and President of the Diagnostics Division of Abbott Laboratories
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Kenneth F. Buechler, Ph.D.
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63
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2007
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Founder and former President and Chief Scientific Officer of Biosite, Inc.
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Mary Lake Polan, M.D, Ph.D., M.P.H.
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73
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1993
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Clinical Professor of Obstetrics, Gynecology and Reproductive Sciences, Yale University School of Medicine
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Jack W. Schuler
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76
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2016
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Co-founder, Crabtree Partners, LLC, a private investment company
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Charles P. Slacik
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63
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2015
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Former Senior Vice President and Chief Financial Officer for Beckman Coulter Inc.
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Kenneth J. Widder, M.D.
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64
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2014
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General Partner, LVP Life Science Ventures
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BOARD COMPOSITION
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BOARD ACCOUNTABILITY
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ü
All independent directors, except for CEO director
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ü
Annual election of directors
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ü
Separate Board Chair and CEO roles
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ü
Annual Board and committee evaluations
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ü
Independent Board Chair
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ü
Regularly-held executive sessions of non-
management directors
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ü
Independent chairpersons and members of all Board Committees
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ü
Robust executive and director equity ownership guidelines
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ü
Seasoned Board with diverse experience and industry specific expertise
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ü
Independent Board approval of CEO compensation
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ü
Balanced Board tenure
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STOCKHOLDER INTERESTS
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RISK OVERSIGHT
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ü
Active stockholder engagement practices
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ü
Comprehensive risk oversight by the Board and individual committee as well as employees
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ü
Annual Say on Pay vote
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ü
Risk management principles implemented in management processes and in employee reporting responsibilities
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ü
Stockholders may call special meetings
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ü
Robust risk reporting system which provides timely and comprehensive information to the Board
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ü
One single voting class
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ü
No poison pill
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•
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FOR each of the seven nominees named below for election as directors;
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•
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FOR ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending
December 31, 2017
;
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•
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FOR the advisory approval of the Company’s executive compensation; and
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•
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FOR ONE YEAR with respect to the frequency with which future non-binding advisory votes on the Company's executive compensation will be held.
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Name of Nominee
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Age
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Principal Occupation
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Director
Since
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Thomas D. Brown
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69
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Retired Senior Vice President and President of the Diagnostics Division of Abbott Laboratories
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2004
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Douglas C. Bryant
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59
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President and Chief Executive Officer, Quidel Corporation
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2009
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Kenneth F. Buechler, Ph.D.
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63
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Founder and former President and Chief Scientific Officer of Biosite, Inc.
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2007
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Mary Lake Polan, M.D., Ph.D., M.P.H.
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73
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Clinical Professor of Obstetrics, Gynecology and Reproductive Sciences, Yale University School of Medicine
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1993
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Jack W. Schuler
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76
|
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Co-founder, Crabtree Partners, LLC, a private investment company
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2006
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Charles P. Slacik
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63
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Former Senior Vice President and Chief Financial Officer for Beckman Coulter Inc.
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2015
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Kenneth J. Widder, M.D.
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64
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General Partner,
LVP Life Science Ventures
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2014
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Director Name
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Committee
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Audit
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Compensation
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Nominating and Corporate Governance
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Thomas D. Brown
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Chair
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Douglas C. Bryant
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Kenneth F. Buechler, Ph.D.
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ü
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ü
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Mary Lake Polan, M.D., Ph.D., M.P.H.
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ü
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Jack W. Schuler(1)
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ü
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Charles P. Slacik(2)
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Chair
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ü
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Kenneth J. Widder, M.D.(3)
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ü
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Chair
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Number of Committee Meetings Held in 2016:
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6
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1
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1
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(1)
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Mr. Schuler stepped down from the Compensation Committee and the Chair role on the Nominating and Corporate
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(2)
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Mr. Slacik was appointed to the Compensation Committee upon Mr. Schuler's departure from the committee on February 28, 2017.
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(3)
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Mr. Widder was appointed Chair of the Nominating and Corporate Governance Committee upon Mr. Schuler's departure down from the Chair role of the Committee on February 28, 2017.
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Fiscal Years Ended
December 31,
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2016
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2015
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Audit fees(1)
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$
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1,116,231
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$
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1,315,663
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Audit-related fees(2)
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—
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1,201,586
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Tax fees(3)
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7,269
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34,443
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All other fees
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—
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—
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Total fees
|
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$
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1,123,500
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$
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2,551,692
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(1)
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Audit fees represent fees for professional services provided in connection with the audit of our consolidated financial statements, review of quarterly consolidated financial statements, audit of compliance under Section 404 of the Sarbanes-Oxley Act of 2002, accounting consultations, assistance with and review of documents filed with the SEC and services provided in connection with statutory and regulatory filings.
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(2)
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Audit-related fees consisted primarily of accounting consultations regarding due diligence and application of accounting standards.
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(3)
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For fiscal years
2016
and
2015
, tax fees primarily included tax compliance, tax advice and tax planning fees.
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•
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History of superior performance or accomplishments in professional undertakings;
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•
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Highest personal and professional ethics and values and sound principles of corporate governance in today’s business environment;
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•
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A depth of understanding of the Company’s industry, including relevant technology, leadership and objectivity and a general understanding of marketing, finance and other disciplines relevant to the success of a publicly-traded company;
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•
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Diversity of background and personal experience;
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•
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Fit of abilities and personality with those of current and potential directors in building a Board of Directors that is effective, collegial and responsive to the needs of our business; and
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•
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Independence and an absence of conflicting time commitments.
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Name
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Amount
Deferred
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Deferral
Period
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Covered
Fees
RSUs
|
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Premium
RSUs
|
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Thomas D. Brown
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100
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%
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2 years
|
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3,186
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637
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Kenneth F. Buechler, Ph.D.
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100
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%
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2 years
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5,870
|
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1,174
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Mary Lake Polan, M.D., Ph.D., M.P.H.
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100
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%
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4 years
|
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2,550
|
|
|
765
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Jack W. Schuler
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100
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%
|
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4 years
|
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3,027
|
|
|
908
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|
Charles P. Slacik
|
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100
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%
|
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2 years
|
|
3,503
|
|
|
700
|
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Kenneth J. Widder, M.D.
|
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100
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%
|
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2 years
|
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2,550
|
|
|
510
|
|
Name
|
|
Fees Earned or Paid in
Cash ($)(1)
|
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Stock
Awards ($)(2)
|
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Option
Awards
($)(3)
|
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Total
($)
|
||||
Thomas D. Brown
|
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50,150
|
|
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25,168
|
|
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54,343
|
|
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129,661
|
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Kenneth F. Buechler, Ph.D.
|
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92,400
|
|
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38,358
|
|
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71,324
|
|
|
202,082
|
|
Mary Lake Polan, M.D., Ph.D., M.P.H.
|
|
40,150
|
|
|
27,183
|
|
|
54,343
|
|
|
121,676
|
|
Jack W. Schuler
|
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47,650
|
|
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29,434
|
|
|
54,343
|
|
|
131,427
|
|
Charles P. Slacik
|
|
55,150
|
|
|
26,160
|
|
|
54,343
|
|
|
135,653
|
|
Kenneth J. Widder, M.D.
|
|
40,150
|
|
|
23,169
|
|
|
54,343
|
|
|
117,662
|
|
(1)
|
This column reports the amount of Covered Fees, including cash payments and Covered Fees deferred in return for RSUs (Covered Fees RSUs).
|
(2)
|
This column represents the grant date fair value with respect to the RSUs and Premium RSUs granted in
2016
. For additional information on the valuation assumptions with respect to the 2016 grants of options and RSUs, see "--Periodic Equity Awards" above and Note 5 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2016
. At
December 31, 2016
, the aggregate number of restricted stock awards, including RSUs and Premium RSUs, held by each Director was: Mr. Brown
25,468
; Dr. Buechler
21,042
; Dr. Polan
16,299
; Mr. Schuler
26,828
; Mr. Slacik
5,165
; and Dr. Widder
6,129
.
|
(3)
|
This column represents the grant date fair value with respect to the stock options granted to the directors in
2016
. For additional information on the valuation assumptions with respect to the 2016 grants of options and RSUs, see "--Periodic Equity Awards" above and note 5 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2016
. The fair value per option granted in
2016
was $7.74 per option, based on assumptions of 8.5 years expected life, expected volatility of 0.41, a risk-free rate of 1.67% and zero dividend yield. At
December 31, 2016
, the aggregate number of option awards held by each Director was: Mr. Brown 98,700; Dr. Buechler 98,039; Dr. Polan 98,700; Mr. Schuler 31,164; Mr. Slacik 11,030; and Dr. Widder 17,375.
|
•
|
Generated $191.6 million in total revenue and $71.8 million in Influenza product revenue;
|
•
|
Generated $60.4 million in revenues from New Products (Sofia® and Molecular products), responsible for 32% of total revenue;
|
•
|
Achieved over 17,500 cumulative Sofia instrument placements worldwide;
|
•
|
Received 510(k) clearance from the FDA for 4 new Solana® assays for the diagnosis of nine total targets: Trichomonas, Influenza A+B, Strep A+ C/G and HSV 1+2/VZV; and
|
•
|
Prudently managed the business, as Research & Development (R&D) and Sales and Marketing (S&M) expenses came in less than originally expected (R&D increased by $3.2 million dollars from prior year and S&M expense was consistent with the prior year).
|
•
|
Provide an opportunity for the Company to communicate to our executive officers and employees our performance expectations and priorities directly through the selection of performance measures on which compensation is based, and calibrate payouts with achievement of those performance measures;
|
•
|
Align pay such that management shares in value created from their efforts, and the Company’s compensation expense is correlated to its profitability and stockholder returns;
|
•
|
Balance rewards appropriately between efforts and results;
|
•
|
Offer a competitive total compensation opportunity; and
|
•
|
Have a significant portion of total compensation paid to our executive officers in equity and dependent upon the achievement of performance goals of the Company.
|
Abaxis, Inc.
|
|
Merit Medical Systems, Inc.
|
Cepheid
|
|
Myriad Genetics, Inc.
|
Genomic Health, Inc.
|
|
Natus Medical
|
Luminex Corporation
|
|
Orasure Technologies, Inc.
|
Meridian Bioscience Inc.
|
|
|
Executive Officer
|
|
Threshold
|
|
Target
|
|
Maximum
|
|||
Douglas C. Bryant
|
|
43.75
|
%
|
|
125
|
%
|
|
150
|
%
|
President and CEO
|
|
|
|
|
|
|
|||
Randall J. Steward
|
|
26.25
|
%
|
|
75
|
%
|
|
90
|
%
|
Chief Financial Officer
|
|
|
|
|
|
|
|||
Robert J. Bujarski
|
|
26.25
|
%
|
|
75
|
%
|
|
90
|
%
|
SVP, Business Development and General Counsel
|
|
|
|
|
|
|
|||
Werner Kroll, Ph.D.
|
|
26.25
|
%
|
|
75
|
%
|
|
90
|
%
|
SVP, Research and Development
|
|
|
|
|
|
|
|||
Edward K. Russell
|
|
26.25
|
%
|
|
75
|
%
|
|
90
|
%
|
SVP, Global Commercial Operations
|
|
|
|
|
|
|
Executive Officer
|
|
Threshold
|
|
Target
|
|
Maximum
|
|||
Douglas C. Bryant
|
|
62.5
|
%
|
|
125
|
%
|
|
175
|
%
|
President and CEO
|
|
|
|
|
|
|
|||
Randall J. Steward
|
|
37.5
|
%
|
|
75
|
%
|
|
100
|
%
|
Chief Financial Officer
|
|
|
|
|
|
|
|||
Robert J. Bujarski
|
|
37.5
|
%
|
|
75
|
%
|
|
100
|
%
|
SVP, Business Development and General Counsel
|
|
|
|
|
|
|
|||
Werner Kroll, Ph.D.
|
|
37.5
|
%
|
|
75
|
%
|
|
100
|
%
|
SVP, Research and Development
|
|
|
|
|
|
|
|||
Edward K. Russell
|
|
37.5
|
%
|
|
75
|
%
|
|
100
|
%
|
SVP, Global Commercial Operations
|
|
|
|
|
|
|
Executive Officer
|
|
Amount
Deferred
|
|
Deferral
Period
|
|
Douglas C. Bryant
|
|
50
|
%
|
|
4 years
|
President and CEO
|
|
|
|
|
|
Robert J. Bujarski
|
|
50
|
%
|
|
4 years
|
SVP, Business Development and General Counsel
|
|
|
|
|
|
Werner Kroll, Ph.D.
|
|
50
|
%
|
|
4 years
|
SVP, Research and Development
|
|
|
|
|
|
Edward K. Russell
|
|
50
|
%
|
|
1 year
|
SVP, Global Commercial Operations
|
|
|
|
|
Executive Officer
|
|
Dollar Value of
Aggregate Award |
|
Number of
Options/Time
Based Restricted
Stock Units
(RSUs)
|
||
Douglas C. Bryant
|
|
$
|
746,356
|
|
|
12,815 RSUs
|
President and CEO
|
|
|
|
93,847 Options
|
||
Randall Steward
|
|
$
|
310,974
|
|
|
5,339 RSUs
|
Chief Financial Officer
|
|
|
|
39,103 Options
|
||
Robert J. Bujarski
|
|
$
|
279,870
|
|
|
4,805 RSUs
|
SVP, Business Development and General Counsel
|
|
|
|
35,192 Options
|
||
Werner Kroll, Ph.D.
|
|
$
|
279,870
|
|
|
4,805 RSUs
|
SVP, Research and Development
|
|
|
|
35,192 Options
|
||
Edward K. Russell
|
|
$
|
279,870
|
|
|
4,805 RSUs
|
SVP, Global Commercial Operations
|
|
|
|
35,192 Options
|
•
|
Chief Executive Officer — 3 times then-current annual base salary,
|
•
|
Senior Vice Presidents — 2 times then-current annual base salary,
|
•
|
Vice Presidents — 1 times then-current annual base salary, and
|
•
|
Non-employee directors — 3 times then-current annual cash retainer.
|
Executive Officer
|
|
Prior
Base Salary
|
|
2016
Base Salary
|
||||
Randall J. Steward
|
|
$
|
345,050
|
|
|
$
|
365,058
|
|
Chief Financial Officer
|
|
|
|
|
||||
Robert J. Bujarski
|
|
$
|
345,050
|
|
|
$
|
362,759
|
|
SVP, Business Development and General Counsel
|
|
|
|
|
||||
Werner Kroll, Ph.D.
|
|
$
|
339,900
|
|
|
$
|
350,127
|
|
SVP, Research and Development
|
|
|
|
|
||||
Edward K. Russell
|
|
$
|
360,000
|
|
|
$
|
362,708
|
|
SVP, Global Commercial Operations
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary
($)(1)
|
|
Stock
Awards
($)(2)
|
|
Option
Awards
($)(3)
|
|
Non-
Equity
Incentive
Plan
Compensation
($)(4)
|
|
All
Other
Compensation
($)(5)
|
|
Total
($)
|
||||||
Douglas C. Bryant
|
|
2016
|
|
558,846
|
|
|
256,010
|
|
|
549,005
|
|
|
391,192
|
|
|
10,014
|
|
|
1,765,067
|
|
President and CEO
|
|
2015
|
|
542,540
|
|
|
379,026
|
|
|
899,993
|
|
|
316,844
|
|
|
9,714
|
|
|
2,148,117
|
|
|
2014
|
|
524,378
|
|
|
225,766
|
|
|
1,052,998
|
|
|
244,406
|
|
|
9,714
|
|
|
2,057,262
|
|
|
Randall J. Steward
|
|
2016
|
|
365,058
|
|
|
82,221
|
|
|
228,753
|
|
|
153,324
|
|
|
12,702
|
|
|
842,058
|
|
Chief Financial Officer
|
|
2015
|
|
345,050
|
|
|
124,986
|
|
|
374,998
|
|
|
132,293
|
|
|
12,402
|
|
|
989,729
|
|
|
2014
|
|
331,923
|
|
|
66,643
|
|
|
431,994
|
|
|
97,150
|
|
|
12,378
|
|
|
940,088
|
|
|
Robert J. Bujarski
|
|
2016
|
|
362,759
|
|
|
96,851
|
|
|
205,873
|
|
|
152,359
|
|
|
9,030
|
|
|
826,872
|
|
SVP, Business Development and General Counsel
|
|
2015
|
|
345,050
|
|
|
128,045
|
|
|
337,491
|
|
|
132,293
|
|
|
8,730
|
|
|
951,609
|
|
|
2014
|
|
334,299
|
|
|
75,729
|
|
|
323,990
|
|
|
97,150
|
|
|
8,730
|
|
|
839,898
|
|
|
Werner Kroll, Ph.D.
|
|
2016
|
|
350,127
|
|
|
96,036
|
|
|
205,873
|
|
|
147,053
|
|
|
11,046
|
|
|
810,135
|
|
SVP, Research and Development
|
|
2015
|
|
339,900
|
|
|
112,485
|
|
|
337,491
|
|
|
130,318
|
|
|
10,746
|
|
|
930,940
|
|
|
2014
|
|
195,462
|
|
|
649,968
|
|
|
250,000
|
|
|
57,158
|
|
|
241,197
|
|
|
1,393,785
|
|
|
Edward K. Russell
|
|
2016
|
|
362,708
|
|
|
81,601
|
|
|
205,873
|
|
|
152,337
|
|
|
9,030
|
|
|
811,549
|
|
SVP, Global Commercial Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown reflect base salary compensation for the executive officers as increased in February 2016.
|
(2)
|
This column represents the grant date fair value of service-based restricted stock awards granted during fiscal years
2016
,
2015
and
2014
as well as (i) for
2014
, the Premium RSUs associated with the
2014
Employee Deferred Bonus Compensation Program; (ii) for
2015
, the Premium RSUs associated with the
2015
Employee Deferred Bonus Compensation Program; and (iii) for
2016
, the Premium RSUs associated with the
2016
Employee Deferred Bonus Compensation Program as described in Note (1) in the Nonqualified Deferred Compensation table. Restricted stock awards are valued based on the closing share price on the date of grant. For additional information with respect to the
2016
grants, refer to Note 5 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31,
2016
, as filed with the SEC. See the “Grants of Plan-Based Awards in Fiscal Year
2016
” table for information on stock awards granted in
2016
and the
2016
Employee Deferred Bonus Compensation Program.
|
(3)
|
This column represents the grant date fair value of stock options granted during fiscal years
2016
,
2015
and
2014
. The grant date fair value of option awards is determined using the Black-Scholes option pricing model. For additional information on the valuation assumptions with respect to the
2016
grants, refer to Note 5 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2016
. See the “Grants of Plan-Based Awards in Fiscal Year
2016
” Table for information on options granted in
2016
.
|
(4)
|
This column represents the approved awards to each executive officer under the
2016
Cash Incentive Plan, the 2015 ICP+ Plan,
2015
Cash Incentive Plan and the
2014
Cash Incentive Plan. Each executive officer could also elect to participate in the
2016
Employee Deferred Bonus Compensation Program,
2015
Employee Deferred Bonus Compensation Program and the
2014
Employee Deferred Bonus Compensation Program with respect to any payments received under the
2016
Cash Incentive Plan,
2015
Cash Incentive Plan and the
2014
Cash Incentive Plan, respectively. The cash component of the bonus under the
2016
Cash Incentive Plan was paid in early
2017
. The cash component of
|
(5)
|
During the year ended
December 31, 2016
, (a) we made contributions under our 401(k) Plan for Mr. Bryant, Mr. Steward, Mr. Bujarski, Dr. Kroll and Mr. Russell and (b) we funded a group term life insurance plan providing life insurance in an amount equal to two times the executive officer’s annual salary, a benefit that is provided to all employees. Amounts related to contributions under our 401(k) Plan, life insurance and other compensation for Mr. Bryant, Mr. Steward, Mr. Bujarski, Dr. Kroll and Mr. Russell were as follows:
|
|
|
401(k)
Contributions
($)
|
|
Group Term Life
Insurance Premiums
Compensation
($)
|
||
Douglas C. Bryant
|
|
7,950
|
|
|
2,064
|
|
Randall J. Steward
|
|
7,950
|
|
|
4,752
|
|
Robert J. Bujarski
|
|
7,950
|
|
|
1,080
|
|
Werner Kroll, Ph.D.
|
|
7,950
|
|
|
3,096
|
|
Edward K. Russell
|
|
7,950
|
|
|
1,080
|
|
Name and Principal
Position
|
|
Grant
Date
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
|
All
Other
Stock
Awards:
Number of
Shares of
Stock
(#)(2)
|
|
All
Other
Option
Awards:
Number of
Securities
Underlying
Options:
(#)(3)
|
|
Exercise
or Base
Price of
Option
Awards
($/sh)(4)
|
|
Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(5)
|
|||||||||||
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
||||||||||||||||||
Douglas C. Bryant
|
|
2/10/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,815
|
|
|
93,847
|
|
|
15.40
|
|
|
746,356
|
|
|
|
2/10/2016(1)
|
|
244,495
|
|
|
698,558
|
|
|
838,269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12/31/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,171
|
|
|
—
|
|
|
—
|
|
|
254,252
|
|
Randall J. Steward
|
|
2/10/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,339
|
|
|
39,103
|
|
|
15.40
|
|
|
310,974
|
|
|
|
2/10/2016
|
|
95,828
|
|
|
273,794
|
|
|
328,552
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Robert J. Bujarski
|
|
2/10/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,805
|
|
|
35,192
|
|
|
15.40
|
|
|
279,870
|
|
|
|
2/10/2016(1)
|
|
95,224
|
|
|
272,069
|
|
|
326,483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12/31/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,740
|
|
|
—
|
|
|
—
|
|
|
99,019
|
|
Werner Kroll, Ph.D.
|
|
2/10/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,805
|
|
|
35,192
|
|
|
15.40
|
|
|
279,870
|
|
|
|
2/10/2016(1)
|
|
91,908
|
|
|
262,595
|
|
|
315,114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12/31/2016
|
|
|
|
|
|
|
|
4,574
|
|
|
—
|
|
|
—
|
|
|
95,551
|
|
|||
Edward K. Russell
|
|
2/10/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,805
|
|
|
35,192
|
|
|
15.40
|
|
|
279,870
|
|
|
|
2/10/2016(1)
|
|
95,211
|
|
|
272,031
|
|
|
326,437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12/31/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,010
|
|
|
—
|
|
|
—
|
|
|
83,769
|
|
(1)
|
This row shows the potential value of the payout under the “Estimated Future Payouts” column for each Named Executive Officer under the
2016
Cash Incentive Plan program if the threshold, target and maximum goals were satisfied for all performance measures. The business measurements, performance goals and salary and bonus multiples for determining the payout are described in the “Compensation Discussion and Analysis” section. The performance measurements were achieved in fiscal year
2016
in the aggregate at the
56%
level and payouts were made as described under the heading “—Annual Cash Incentive Awards” in the “Compensation Discussion and Analysis” section and in Note (4) to the “Summary Compensation Table.”
|
(2)
|
This column shows the number of time-based restricted stock units granted in
2016
to the Named Executive Officers. The time-based restricted stock units for Mr. Bryant, Mr. Steward, Mr. Bujarski, Dr. Kroll and Mr. Russell were granted on February 10,
2016
and vest over four years, with one half of the award vesting on the two-year anniversary of the grant date and the remaining vesting annually thereafter through the remaining four-year vesting period. This column also includes the number of restricted stock units granted in
2016
under the
2016
Employee Deferred Bonus Compensation Program. For the restricted stock units under the
2016
Employee Deferred Bonus Compensation Program the number is equal to (i) the amount of his bonus deferred under the Program divided by the market closing price for the Company’s common stock on February 17, 2017, multiplied by (ii) either 1.1 or 1.3, as a premium. For Mr. Bryant, Mr. Bujarski, Dr. Kroll and Mr. Russell, $195,593, $76,165, $73,512 and $76,165 (included in the Grant Date Fair Value column), respectively, represents compensation deferred and is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
|
(3)
|
This column shows the number of stock options granted in
2016
to the Named Executive Officers. These options vest and become exercisable ratably over four years, with one half of the award vesting on the two-year anniversary of the grant date and the remaining vesting annually thereafter through the remaining four-year vesting period.
|
(4)
|
This column shows the exercise price for the stock options granted, which was the closing price of our common stock on the date of grant.
|
(5)
|
This column shows the full grant date fair value under ASC Topic 718 of time-based restricted stock units, restricted stock units granted under the
2016
Employee Deferred Bonus Compensation Program and stock options granted to the Named Executive Officers in
2016
. For the time-based restricted stock units, fair value is calculated using the closing price of our common stock on the grant date. The grant date fair value is the amount that the Company would expense in its consolidated financial statements over the award’s vesting schedule, unless the named executive leaves the Company. For the restricted stock units under the
2016
Employee Deferred Bonus Compensation Program the fair value is equal to (i) the amount of his Covered Bonus deferred under the program divided by the market closing price for the Company’s common stock on February 17, 2017, multiplied by (ii) either 1.1 or 1.3, as a premium. For stock options, fair value is calculated using the Black-Scholes value on the grant date and is the amount that the Company will
|
|
Option
Grant Date |
|
Option Awards(1)
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities Underlying Unexercised Options — Exercisable (#) |
|
Number of
Securities Underlying Unexercised Options — Unexercisable (#) |
|
Option
Exercise Price($) |
|
Option
Expiration Date |
|
Stock
Award Grant Date |
|
Number of
Shares or Units of Stock That Have Not Vested (#) |
|
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
||||||
Douglas C. Bryant
|
2/2/2009
|
|
700,000
|
|
|
—
|
|
|
12.36
|
|
|
2/2/2019
|
|
|
|
|
|
|
||
|
4/10/2009
|
|
61,212
|
|
|
—
|
|
|
8.50
|
|
|
4/10/2019
|
|
|
|
|
|
|
||
1/18/2010
|
|
55,458
|
|
|
—
|
|
|
15.28
|
|
|
1/18/2020
|
|
|
|
|
|
|
|||
3/2/2011
|
|
85,918
|
|
|
—
|
|
|
12.63
|
|
|
3/2/2021
|
|
|
|
|
|
|
|||
3/2/2012
|
|
120,393
|
|
|
—
|
|
|
15.19
|
|
|
3/2/2022
|
|
|
|
|
|
|
|||
2/25/2013
|
|
72,163
|
|
|
24,054
|
|
|
22.21
|
|
|
2/25/2023
|
|
2/25/2013
|
(2)
|
1,097
|
|
|
23,498
|
|
|
2/24/2014
|
|
46,511
|
|
|
46,510
|
|
|
27.57
|
|
|
2/24/2024
|
|
2/24/2014
|
(2)
|
2,122
|
|
|
45,453
|
|
|
2/5/2015
|
|
—
|
|
|
93,847
|
|
|
23.41
|
|
|
2/5/2025
|
|
2/5/2015
|
(2)
|
12,815
|
|
|
274,497
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
(3)
|
5,206
|
|
|
111,513
|
|
||||
2/10/2016
|
|
—
|
|
|
93,847
|
|
|
15.40
|
|
|
2/10/2026
|
|
2/10/2016
|
(2)
|
12,815
|
|
|
274,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2016
|
(4)
|
2,808
|
|
|
60,147
|
|
|||
Randall J. Steward
|
10/24/2011
|
|
60,000
|
|
|
—
|
|
|
16.60
|
|
|
10/24/2021
|
|
|
|
|
|
|
||
|
3/2/2012
|
|
31,125
|
|
|
—
|
|
|
15.19
|
|
|
3/2/2022
|
|
|
|
|
|
|
||
2/25/2013
|
|
29,605
|
|
|
9,868
|
|
|
22.21
|
|
|
2/25/2023
|
|
2/25/2013
|
(2)
|
450
|
|
|
9,639
|
|
|
|
2/24/2014
|
|
19,081
|
|
|
19,081
|
|
|
27.57
|
|
|
2/24/2024
|
|
2/24/2014
|
(2)
|
871
|
|
|
18,657
|
|
2/5/2015
|
|
—
|
|
|
39,103
|
|
|
23.41
|
|
|
2/5/2025
|
|
2/5/2015
|
(2)
|
5,339
|
|
|
114,361
|
|
|
|
2/10/2016
|
|
—
|
|
|
39,103
|
|
|
15.40
|
|
|
2/10/2026
|
|
2/10/2016
|
(2)
|
5,339
|
|
|
114,361
|
|
Robert J. Bujarski
|
1/18/2010
|
|
6,225
|
|
|
—
|
|
|
15.28
|
|
|
1/18/2020
|
|
|
|
|
|
|
||
|
3/2/2011
|
|
30,000
|
|
|
—
|
|
|
12.63
|
|
|
3/2/2021
|
|
|
|
|
|
|
||
3/2/2012
|
|
42,038
|
|
|
—
|
|
|
15.19
|
|
|
3/2/2022
|
|
|
|
|
|
|
|||
2/25/2013
|
|
22,204
|
|
|
7,401
|
|
|
22.21
|
|
|
2/25/2023
|
|
2/25/2013
|
(2)
|
338
|
|
|
7,240
|
|
|
2/24/2014
|
|
14,310
|
|
|
14,311
|
|
|
27.57
|
|
|
2/24/2024
|
|
2/24/2014
|
(2)
|
653
|
|
|
13,987
|
|
|
2/5/2015
|
|
—
|
|
|
35,192
|
|
|
23.41
|
|
|
2/5/2025
|
|
2/5/2015
|
(2)
|
4,805
|
|
|
102,923
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
(3)
|
1,025
|
|
|
21,956
|
|
||||
2/10/2016
|
|
—
|
|
|
35,192
|
|
|
15.40
|
|
|
2/10/2026
|
|
2/10/2016
|
(2)
|
4,805
|
|
|
102,923
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2016
|
(4)
|
1,094
|
|
|
23,433
|
|
||||
Werner Kroll, Ph.D.
|
5/27/2014
|
|
13,242
|
|
|
13,241
|
|
|
22.85
|
|
|
5/27/2024
|
|
5/27/2014
|
(5)
|
10,940
|
|
|
234,335
|
|
|
|
|
|
|
|
|
|
|
|
|
5/27/2014
|
(5)
|
17,505
|
|
|
374,957
|
|
|||
2/5/2015
|
|
—
|
|
|
35,192
|
|
|
23.41
|
|
|
2/5/2025
|
|
2/5/2015
|
(2)
|
4,805
|
|
|
102,923
|
|
|
|
2/10/2016
|
|
—
|
|
|
35,192
|
|
|
15.40
|
|
|
2/10/2026
|
|
2/10/2016
|
(2)
|
4,805
|
|
|
102,923
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2016
|
(4)
|
1,055
|
|
|
22,598
|
|
||||
Edward K. Russell
|
10/12/2015
|
|
8,803
|
|
|
26,408
|
|
|
18.32
|
|
|
2/25/2023
|
|
10/12/2015
|
(6)
|
13,646
|
|
|
292,297
|
|
|
2/10/2016
|
|
—
|
|
|
35,192
|
|
|
15.40
|
|
|
2/10/2026
|
|
2/10/2016
|
(2)
|
4,805
|
|
|
102,923
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2016
|
(4)
|
364
|
|
|
7,797
|
|
(1)
|
Stock options are service-based and vest over four years. For stock options that were not exercisable at
December 31, 2016
and are presented in the table above, the first 50% vest on the second anniversary of the grant date and the remaining options vest 25% annually thereafter through the remaining four-year vesting period.
|
(2)
|
Represents restricted stock granted to the Named Executive Officers. The first 50% of the award vests on the second anniversary of the grant date and the remaining award vests 25% annually thereafter through the remaining four-year vesting period.
|
(3)
|
Represents the Premium RSUs component related to the 2015 Employee Deferred Bonus Compensation Program as detailed in the Nonqualified Deferred Compensation table, which vest in February 2017.
|
(4)
|
Represents the Premium RSUs component related to the 2016 Employee Deferred Bonus Compensation Program as detailed in the Nonqualified Deferred Compensation table, which vest in February 2018.
|
(5)
|
Represents restricted stock units granted to Dr. Kroll upon his appointment as the Company’s Senior Vice President, Research and Development. The first award of 10,940 shares vests on the fourth anniversary of the grant date and the second award of 17,505 shares vests annually over four years, beginning on May 27, 2019.
|
(6)
|
Represents restricted stock units granted to Mr. Russell upon his appointment as the Company’s Senior Vice President, Global Commercial Operations. The stock award vests on the fourth anniversary of the grant date.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of
Shares Acquired
on Exercise (#)
|
|
Value Realized
on Exercise
($) (4)
|
|
Number of
Shares Acquired
on Vesting (#)
|
|
Value Realized
on Vesting
($)(5)
|
||||
Douglas C. Bryant
|
|
2,832
|
|
|
38,232
|
|
|
1,097
|
|
(1)
|
17,080
|
|
|
|
17,110
|
|
|
224,267
|
|
|
2,121
|
|
(2)
|
34,403
|
|
|
|
16,767
|
|
|
213,256
|
|
|
1,571
|
|
(3)
|
24,005
|
|
|
|
35,291
|
|
|
479,161
|
|
|
|
|
|
||
|
|
24,000
|
|
|
348,513
|
|
|
|
|
|
||
|
|
24,000
|
|
|
344,121
|
|
|
|
|
|
||
|
|
24,000
|
|
|
343,520
|
|
|
|
|
|
||
Randall J. Steward
|
|
—
|
|
|
—
|
|
|
450
|
|
(1)
|
7,007
|
|
|
|
|
|
|
|
870
|
|
(2)
|
14,111
|
|
||
Robert J. Bujarski
|
|
204
|
|
|
1,248
|
|
|
337
|
|
(1)
|
5,247
|
|
|
|
1,685
|
|
|
9,016
|
|
|
652
|
|
(2)
|
10,575
|
|
20,168
|
|
|
104,402
|
|
|
624
|
|
(3)
|
9,535
|
|
||
|
|
39,288
|
|
|
237,753
|
|
|
|
|
|
||
|
|
2,712
|
|
|
20,937
|
|
|
|
|
|
||
Werner Kroll, Ph.D.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Edward K. Russell
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
(1)
|
During
2016
, restrictions lapsed with respect to
1,097
,
450
and
337
shares of restricted stock held by Mr. Bryant, Mr. Steward and Mr. Bujarski, respectively. The market price for our common stock on the date of vesting was
$15.57
per share.
|
(2)
|
During
2016
, restrictions lapsed with respect to
2,121
,
870
and
652
shares of restricted stock held by Mr. Bryant, Mr. Steward and Mr. Bujarski, respectively. The market price for our common stock on the date of vesting was
$16.22
per share.
|
(3)
|
During
2016
, restrictions lapsed with respect to
1,571
and
624
shares of restricted stock held by Mr. Bryant and Mr. Bujarski, respectively. The market price for our common stock on the date of vesting was
$15.28
per share.
|
(4)
|
The value realized on exercise equals the intrinsic value of the exercise which is the gain realized in the difference from the market price of the shares sold and the exercise price of the shares purchased.
|
(5)
|
The value realized on vesting equals the closing price of the Company’s common stock on the vesting date (the date the restrictions lapsed) multiplied by the number of shares with respect to which restrictions lapsed on such date.
|
Name
|
|
Executive
Contributions
in Last FY
($)(2)
|
|
Registrant
Contributions
in Last FY
($)(3)
|
|
Aggregate
Earnings
in Last FY
($)(4)
|
|
Aggregate
Withdrawals/
Distributions
in last FY
($)(5)
|
|
Aggregate
Balance
at Last FYE
($)(1)
|
|||||
Douglas C. Bryant
|
|
195,593
|
|
|
58,659
|
|
|
10,589
|
|
|
(450,105
|
)
|
|
1,165,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Randall J. Steward
|
|
—
|
|
|
—
|
|
|
(8,851
|
)
|
|
(31,154
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Robert J. Bujarski
|
|
76,165
|
|
|
22,854
|
|
|
7,203
|
|
|
(73,767
|
)
|
|
343,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Werner Kroll, Ph.D.
|
|
73,512
|
|
|
22,039
|
|
|
—
|
|
|
—
|
|
|
95,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Edward K. Russell
|
|
76,165
|
|
|
7,604
|
|
|
—
|
|
|
—
|
|
|
83,769
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Aggregate deferrals include deferrals from the 2012 Employee Deferred Bonus Compensation Program, 2013 Employee Deferred Bonus Compensation Program, 2014 Employee Deferred Bonus Compensation Program, 2015 Employee Deferred Bonus Compensation Program and 2016 Employee Deferred Bonus Compensation Program (Collectively, the "Deferred Bonus Programs"). The 2016 Employee Deferred Bonus Compensation Program allowed all employees that are director-level and above to participate in the Program. Under the 2016 Employee Deferred Bonus Compensation Program, each participant received a restricted stock unit award that vested on February 17, 2017 in exchange for his election to defer a percentage of his 2016 bonus. In addition, he is eligible for a premium restricted stock unit award equal to either 10%, 20% or 30% of the deferred 2016 bonus, depending on the length of deferral elected by the employee, which vests on February 17, 2018. Pursuant to this program, Messrs. Bryant, Bujarski, Kroll and Russell received the following stock awards on February 17, 2017:
12,171
(including
2,808
shares relating to the premium component),
4,740
(including
1,094
shares relating to the premium component),
4,574
(including
1,055
shares relating to the premium component) and
4,010
(including
364
shares relating to the premium component), respectively.
|
(2)
|
Represents the amount of incentive compensation deferred under the 2016 Employee Deferred Bonus Compensation Program by each executive officer. The amount is included as a component of non-equity incentive plan compensation in the Summary Compensation Table for
2016
.
|
(3)
|
Represents the 20% or 30% premium above the deferred incentive compensation amount as described above; such amounts are included in the Stock Awards column of the Summary Compensation Table for
2016
.
|
(4)
|
Represents the change in value of the deferred incentive compensation for each executive officer relating to the Deferred Bonus Programs.
|
(5)
|
The amounts set forth in the Aggregate Withdrawals/Distributions column represent the market value of the stock on the date of distribution to Messrs. Bryant, Steward and Bujarski in accordance with their specified distribution elections.
|
•
|
that the triggering event in question, the death, disability, change in control or termination occurred on December 31,
2016
, which was the last full business day prior to the last day of our
2016
fiscal year end which fell on Sunday, January 1, 2017; and
|
•
|
the calculations provided below are based on the closing market price of our common stock as of December 31,
2016
, which was
$21.42
.
|
Name and
Principal
Position
|
Potential Executive Benefits
and Payments
|
|
Voluntary
Termination
Total ($)
|
|
Retirement
Total ($)
|
|
Involuntary,
Not for Cause
or Voluntary,
Good Reason
Termination
Total ($)
|
|
Involuntary,
for Cause
Termination
Total ($)
|
|
Change in
Control
(Qualifying
Termination)
Total ($)
|
|||||
Douglas C. Bryant
|
Base Salary(1)
|
|
—
|
|
|
—
|
|
|
838,269
|
|
|
—
|
|
|
1,117,692
|
|
|
Short-term Incentive Bonus(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
354,018
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested and accelerated(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
789,605
|
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested and accelerated(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
564,959
|
|
|
Healthcare, Life and
|
|
|
|
|
|
|
|
|
|
|
||||||
Disability(5)
|
|
—
|
|
|
—
|
|
|
32,814
|
|
|
—
|
|
|
43,752
|
|
|
Accrued Vacation Pay(1)
|
|
57,541
|
|
|
57,541
|
|
|
57,541
|
|
|
57,541
|
|
|
57,541
|
|
|
Other Payments(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
Randall J. Steward
|
Base Salary(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
730,116
|
|
|
Short-term Incentive Bonus(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142,809
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested and accelerated(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257,018
|
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested and accelerated(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
235,400
|
|
|
Healthcare, Life and
|
|
|
|
|
|
|
|
|
|
|
||||||
Disability(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,656
|
|
|
Accrued Vacation Pay(1)
|
|
12,665
|
|
|
12,665
|
|
|
12,665
|
|
|
12,665
|
|
|
12,665
|
|
|
Other Payments(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
Name and
Principal
Position
|
Potential Executive Benefits
and Payments
|
|
Voluntary
Termination
Total ($)
|
|
Retirement
Total ($)
|
|
Involuntary,
Not for Cause
or Voluntary,
Good Reason
Termination
Total ($)
|
|
Involuntary,
for Cause
Termination
Total ($)
|
|
Change in
Control
(Qualifying
Termination)
Total ($)
|
|||||
Robert J. Bujarski
|
Base Salary(1)
|
|
—
|
|
|
—
|
|
|
181,380
|
|
|
—
|
|
|
725,518
|
|
|
Short-term Incentive Bonus(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142,326
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested and accelerated(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272,462
|
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested and accelerated(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211,856
|
|
|
Healthcare, Life and
|
|
|
|
|
|
|
|
|
|
|
||||||
Disability(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,528
|
|
|
Accrued Vacation Pay(1)
|
|
54,064
|
|
|
54,064
|
|
|
54,064
|
|
|
54,064
|
|
|
54,064
|
|
|
Other Payments(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
Werner Kroll
|
Base Salary(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700,254
|
|
|
Short-term Incentive Bonus(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138,686
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested and accelerated(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
837,736
|
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested and accelerated(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211,856
|
|
|
Healthcare, Life and
|
|
|
|
|
|
|
|
|
|
|
||||||
Disability(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,832
|
|
|
Accrued Vacation Pay(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other Payments(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
Edward K. Russell
|
Base Salary(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
725,416
|
|
|
Short-term Incentive Bonus(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,337
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested and accelerated(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
403,017
|
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
||||||
Unvested and accelerated(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293,720
|
|
|
Healthcare, Life and
|
|
|
|
|
|
|
|
|
|
|
||||||
Disability(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,664
|
|
|
Accrued Vacation Pay(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other Payments(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
(1)
|
Payable in one lump sum upon termination.
|
(2)
|
This amount represents the annualized average of all bonuses paid to the executive for 2015 and 2016. The 2016 bonus was paid out in February
2017
.
|
(3)
|
This represents the value of unvested restricted stock awards, including stock awards associated with the premium stock awards earned pursuant to the Employee Deferred Bonus Compensation Programs as detailed in the Nonqualified Deferred Compensation table.
|
(4)
|
This represents the intrinsic value of in-the-money unvested stock options (based on a market price of $
21.42
per share as of the last full business day prior to the end of our fiscal year 2016).
|
(5)
|
Per the change in control agreements, for two years, coverage is continued under our group medical and group dental insurance programs unless and to the extent the executive obtains concurrent coverage through another program in which case our coverage will be terminated or reduced as applicable. In addition, if Mr. Bryant’s employment is terminated without cause or he terminates his employment for “good reason” (as defined in his employment agreement) and thereafter does not revoke a general release, he is entitled to receive payment of health insurance premiums for a period of eighteen months following termination.
|
(6)
|
Each executive officer’s change in control agreement provides for payment of $25,000 to help defray the legal, tax and accounting fees and other costs associated with transitional matters.
|
|
|
Beneficial Ownership of
Common Stock(1)(2)
|
||||
Name
|
|
Number of
Shares
|
|
Percent of
Class
|
||
Beneficial Owners
|
|
|
|
|
||
Brown Capital Management, LLC(3)
|
|
5,739,017
|
|
|
17.3
|
%
|
1201 N. Culver Street
|
|
|
|
|
||
Baltimore, Maryland 21202
|
|
|
|
|
||
T. Rowe Price Associates, Inc.(4)
|
|
2,657,116
|
|
|
8.0
|
%
|
100 E. Pratt Street
|
|
|
|
|
||
Baltimore, Maryland 21202
|
|
|
|
|
||
Entities affiliated with Larry N. Feinberg(5)
|
|
2,517,554
|
|
|
7.6
|
%
|
Oracle Associates LLC
|
|
|
|
|
||
200 Greenwich Avenue, 3rd Floor
|
|
|
|
|
||
Greenwich, Connecticut 06820
|
|
|
|
|
||
Janus Capital Management LLC(6)
|
|
2,073,696
|
|
|
6.3
|
%
|
151 Detroit Street
|
|
|
|
|
||
Denver, Colorado 80206
|
|
|
|
|
||
Vanguard Group(7)
|
|
2,038,557
|
|
|
6.2
|
%
|
100 Vanguard Blvd.
|
|
|
|
|
||
Malvern, Pennsylvania 19355
|
|
|
|
|
||
BlackRock, Inc.(8)
|
|
1,728,875
|
|
|
5.2
|
%
|
55 E. 52nd Street
|
|
|
|
|
||
New York, NY 10055
|
|
|
|
|
||
Directors and Nominees for Director
|
|
|
|
|
||
Thomas D. Brown(9)
|
|
144,862
|
|
|
*
|
|
Douglas C. Bryant(10)
|
|
1,449,811
|
|
|
4.2
|
%
|
Kenneth F. Buechler(11)
|
|
134,392
|
|
|
*
|
|
Mary Lake Polan(12)
|
|
146,584
|
|
|
*
|
|
Jack W. Schuler(13)
|
|
5,362,281
|
|
|
16.2
|
%
|
Charles P . Slacik(14)
|
|
16,723
|
|
|
*
|
|
Kenneth J. Widder(15)
|
|
24,623
|
|
|
*
|
|
Named Executive Officers
|
|
|
|
|
||
Randall J. Steward(16)
|
|
198,678
|
|
|
*
|
|
Robert J. Bujarski(17)
|
|
207,202
|
|
|
*
|
|
Werner Kroll(18)
|
|
38,075
|
|
|
*
|
|
Edward K. Russell(19)
|
|
8,803
|
|
|
*
|
|
All directors and executive officers as a group (12 persons)(20)
|
|
7,741,477
|
|
|
22.0
|
%
|
*
|
Less than one percent
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise noted, and subject to applicable community property laws, each executive officer and director has sole voting and dispositive power with respect to the shares indicated. The address for our directors and executive officers is c/o Quidel Corporation, 12544 High Bluff Drive, Suite 200, San Diego, CA 92130.
|
(2)
|
Shares of common stock subject to options exercisable on or within 60 days of
March 22, 2017
are deemed outstanding for computing the number of shares and the percentage ownership of the person holding such options, but are not deemed outstanding for computing the percentage of any other person.
|
(3)
|
Based on information reported in Amendment No. 6 to Schedule 13G filed with the SEC dated February 9, 2017 by Brown Capital Management, LLC and The Brown Capital Management Small Company Fund, a registered investment company, which is managed by Brown Capital Management, LLC, in which Brown Capital Management, LLC reported aggregate beneficial ownership of 5,739,017 shares of common stock with respect to which Brown Capital Management, LLC has sole voting power of 3,321,262 shares and sole dispositive power of 5,739,017 shares as of
December 31, 2016
.
|
(4)
|
Based on information reported in Amendment No. 14 to Schedule 13G filed with the SEC dated February 7, 2017 by T. Rowe Price Associates, Inc. and T. Rowe Price Small-Cap Value Fund, Inc., which T. Rowe Price Associates, Inc. reported beneficial ownership of 2,657,116 shares of common stock with respect to which T. Rowe Price Associates, Inc. has sole voting power of 683,516 shares and sole dispositive power of 2,657,116 shares as of
December 31, 2016
.
|
(5)
|
Based on information reported in Amendment No. 14 to Schedule 13G filed with the SEC dated February 3, 2017 by Larry N. Feinberg, Oracle Partners, L.P., Oracle Institutional Partners, LP, Oracle Ten Fund Master, LP, Oracle Investment Management, Inc. Employee’s Retirement Plan, the Feinberg Family Foundation, Oracle Associates, LLC and Oracle Investment Management, Inc., in which Mr. Feinberg reported aggregate beneficial ownership of 2,517,554 shares of common stock with respect to which he has shared voting and dispositive power of 2,517,554 shares as of
December 31, 2016
.
|
(6)
|
Based on information reported in Amendment No. 6 to Schedule 13G filed with the SEC dated February 13, 2017 by Janus Capital Management LLC (“Janus Capital”), an investment adviser as well as a parent holding company, and on behalf of INTECH Investment Management, a registered investment adviser in which Janus Capital has a direct ownership stake of 97.11%; Perkins Investment Management LLC, a registered investment adviser, in which Janus Capital has a direct ownership stake of 100%. Janus Capital reported beneficial ownership of 2,073,896 shares of common stock with respect to which Janus Capital has sole voting and dispositive power of 2,073,896 shares as of
December 31, 2016
.
|
(7)
|
Based on information reported in Amendment No. 3 to Schedule 13G filed with the SEC dated February 10, 2017 by The Vanguard Group in which The Vanguard Group reported aggregate beneficial ownership of 2,038,557 shares of common stock with respect to which the filer has sole voting power of 52,441 shares, shared voting power of 1,395 shares, sole dispositive power of 1,986,226 and shared dispositive power of 52,331 shares as of
December 31, 2016
.
|
(8)
|
Based on information reported in Schedule 13G filed with the SEC dated January 30, 2017 by BlackRock, Inc in which BlackRock, Inc. reported beneficial ownership of 1,728,875 shares of common stock with respect to which BlackRock, Inc. has sole voting power of 1,666,316 shares and sole dispositive power of 1,728,875 shares as of
December 31, 2016
.
|
(9)
|
Includes
89,369
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
and
1,599
shares of common stock underlying an equal number of restricted stock units issuable upon vesting on or within 60 days of
March 22, 2017
. Also includes
23,869
shares of common stock underlying an equal number of fully vested restricted stock units for which the individual has no voting or dispositive power over such shares.
|
(10)
|
Includes
1,128,968
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
and
45,377
shares of common stock underlying an equal number of fully vested restricted stock units for which the individual has no voting or dispositive power over such shares.
|
(11)
|
Includes
98,039
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
and
2,437
shares of common stock underlying an equal number of restricted stock units issuable upon vesting on or within 60 days of
March 22, 2017
. Also includes
18,605
shares of common stock underlying an equal number of fully vested restricted stock units for which the individual has no voting or dispositive power over such shares.
|
(12)
|
Includes
98,700
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
and
1,727
shares of common stock underlying an equal number of restricted stock units issuable upon vesting on or within 60 days of
March 22, 2017
. Also includes
14,572
shares of common stock underlying an equal number of fully vested restricted stock units for which the individual has no voting or dispositive power over such shares. Also includes
7,000
shares owned by an adult son who resides with Dr. Polan; Dr. Polan disclaims beneficial ownership of these shares.
|
(13)
|
Includes
1,201,235
shares that are held indirectly by the Schuler Family Foundation,
933,843
shares that are held indirectly by three family trusts of his adult children and
65,000
shares held indirectly by Mr. Schuler’s spouse. Mr. Schuler disclaims beneficial ownership of the
1,201,235
shares held indirectly by the Schuler Family Foundation, the
933,843
shares that are held indirectly by three family trusts of his adult children and the
65,000
shares held by his spouse, except to the extent of his pecuniary interest in such shares, if any. Also includes
31,164
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
and
1,870
shares of common stock underlying an equal number of restricted stock units issuable upon vesting on or within 60 days of
March 22, 2017
. Also includes
24,958
shares of common stock underlying an equal number of fully vested restricted stock units for which Mr. Schuler has no voting or dispositive power over such shares.
|
(14)
|
Includes
11,030
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
, and
1,662
shares of common stock underlying an equal number of restricted stock units issuable upon vesting on or within 60 days of
March 22, 2017
. Also includes
3,503
shares of common stock underlying an equal number of fully vested restricted stock units for which the individual has no voting or dispositive power over such shares.
|
(15)
|
Includes
17,375
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
, and
1,472
shares of common stock underlying an equal number of restricted stock units issuable upon vesting on or within 60 days of
March 22, 2017
. Also includes
4,657
shares of common stock underlying an equal number of fully vested restricted stock units for which the individual has no voting or dispositive power over such shares.
|
(16)
|
Includes
178,771
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
.
|
(17)
|
Includes
146,929
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
and
12,942
shares of common stock underlying an equal number of fully vested restricted stock units for which the individual has no voting or dispositive power over such shares.
|
(18)
|
Includes
30,838
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
and
3,519
shares of common stock underlying an equal number of fully vested restricted stock units for which the individual has no voting or dispositive power over such shares.
|
(19)
|
Includes
8,803
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
and
3,646
shares of common stock underlying an equal number of fully vested restricted stock units for which the individual has no voting or dispositive power over such shares.
|
(20)
|
All directors and executive officers as a group, including
1,847,390
shares of common stock issuable upon exercise of options that are exercisable on or within 60 days of
March 22, 2017
and an aggregate of
10,767
shares of common stock underlying an equal number of restricted stock units issuable upon vesting on or within 60 days of
March 22, 2017
and
155,648
shares of common stock underlying an equal number of fully vested restricted stock units for which the individual has no voting or dispositive power over such shares.
|
Plan Category
|
|
Number of Securities
to be Issued upon
Exercise of Outstanding
Options, Warrants
and Rights
(a)
|
|
|
|
Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)
|
|
|
|
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
|
|
|
||||
Equity compensation plans approved by security holders
|
|
4,442,408
|
|
|
(1)(3)
|
|
$
|
17.49
|
|
|
(3)
|
|
2,858,146
|
|
|
(2)(3)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
Total
|
|
4,442,408
|
|
|
(1)(3)
|
|
$
|
17.49
|
|
|
(3)
|
|
2,858,146
|
|
|
(2)(3)
|
(1)
|
Includes 501,076 restricted stock units granted under our 2016 Plan for which there is no exercise price reflected in column b.
|
(2)
|
Includes (i) 285,825 shares of common stock available for issuance under our 1983 Employee Stock Purchase Plan and (ii) 2,572,321 shares of common stock available for issuance, as of
December 31, 2016
, under our 2016 Plan, pursuant to which incentive stock awards may be granted, including restricted stock.
|
(3)
|
As of
March 22, 2017
, a total of 2,531,640 shares were authorized for issuance under the 2016 Plan, and 1,946,154 shares remained available for future issuance.
|
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