QUIDEL CORP /DE/ (Form: 8-K, Received: 02/05/2021 16:56:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




FORM			8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1, 2021




QUIDEL CORPORATION (Exact name of Registrant as specified in its Charter)


Delaware	0-10961	94-2573850
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9975 Summers Ridge Road, San Diego, California 92121

(Address of principal executive offices, including zip code)

(858) 552-1100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.12a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	QDEL	The Nasdaq Stock Market


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 1, 2021, the Compensation Committee of the Board of Directors of Quidel Corporation (the “Company”) approved the Company’s 2021 cash incentive plan applicable to the Company’s executive officers and other members of senior management for the Company’s fiscal year ending December 31, 2021 (the “2021 Cash Incentive Compensation Plan”). Payout under the 2021 Cash Incentive Compensation Plan is predicated upon achievement of (i) revenue targets, and (ii) EBITDA targets, with each of the foregoing as determined by the Board of Directors and/or its Compensation Committee, for the Company’s 2021 fiscal year. A description of the 2021 Cash Incentive Compensation Plan and related target bonuses are set forth on Exhibit 10.1 hereto and are incorporated by reference herein.

On February 1, 2021, the Compensation Committee also approved the Company’s 2021 Annual Equity Incentive Plan (the “2021 Equity Incentive Plan”). The 2021 Equity Incentive Plan provides for grants of equity awards to eligible employees on the Company, including the Company’s executive officers, subject to the terms described below and set forth on Exhibit 10.2 hereto.

Under the 2021 Equity Incentive Plan, each participating employee receives equity incentive awards in the form of (i) non-qualified stock options; (ii) time-based restricted stock units; and/or (iii) performance-based restricted stock units. The vesting periods for the equity incentive awards are described on Exhibit 10.2 hereto which is incorporated by reference hereto.

Item 8.01 Other Events.

Adoption of Clawback Policy

On February 1, 2021, the Compensation Committee recommended and the Board of Directors approved a clawback policy that covers certain incentive compensation awarded or paid to the Company’s Section 16 officers. Under this policy, if the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement under the securities laws that is caused directly or indirectly by the misconduct of a covered executive, and the amount of applicable incentive compensation awarded or paid would have been lower had the achievement of applicable performance metrics been calculated based on the restated financial results, our Compensation Committee may, in its discretion, recover the amount of the excess compensation awarded or paid during the three-year period preceding the date of such restatement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit						Description

10.1						2021 Cash Incentive Compensation Plan.
10.2						2021 Annual Equity Incentive Plan Grants to the Company's Executive Officers.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 5, 2021


			QUIDEL CORPORATION

			By:			/s/ Phillip S. Askim
			Name:			Phillip S. Askim
			Its:			Secretary

Exhibit 10.1

2021 Cash Incentive Compensation Plan

Eligible Employees: All executive officers, senior vice presidents and vice presidents of the Company are eligible for participation in the Company’s 2021 Cash Incentive Compensation Plan.

Applicable Period: The 2021 Cash Incentive Plan applies to performance during the Company’s fiscal year ending December 31, 2021.

Components of the Plan and Criteria to Fund: The 2021 Cash Incentive Compensation Plan consists of the following two components: (i) revenue targets and (ii) EBITDA targets. Each component of the 2021 Cash Incentive Compensation Plan includes targets at minimum, plan, and maximum payout. The minimum targets serve as the threshold upon which the incentive pool will begin to fund for that component. Achievement of the components at plan/target will earn the target cash incentive opportunity. Payout will be calculated along a linear continuum from minimum to plan/target and from plan/target to maximum with the maximum target serving as the point at which the management team will earn the highest possible cash incentive opportunity.

The minimum performance target must be met in order for a portion of the bonus to be paid relative to any one of the two components. Each component will be measured separately. Bonus payouts will be based 60% on achievement of revenue targets and 40% on achievement of EBITDA targets.

The following table below represents the target bonus and maximum bonus for each of the Company’s executive officers and senior vice presidents as a percent of such employee’s annual base salary.


Executive Officer	Target	Maximum
President and CEO	100%	140%
Executive Officers (other than President and CEO) and SVPs	75%	105%
Vice Presidents	50%	70%

Exhibit 10.2

2021 Annual Equity Incentive Plan

The 2021 Annual Equity Incentive Plan provides for the issuance of equity incentive awards in the form of (i) non-qualified stock options; (ii) time-based restricted stock units; and (iii) performance-based restricted stock units for the CEO and (i) non-qualified stock options and (ii) time-based restricted stock units for other executives.

CEO:


Executive Officer	Time-Based Restricted Stock Units (# shares)	Performance-Based Restricted Stock Units (# shares)	Non-Qualified Stock Options (# shares)
Douglas C. Bryant President and Chief Executive Officer	4,462	4,462	8,924

The vesting periods for the non-qualified stock options and time-based restricted stock units for Mr. Bryant are each over four years with the first 25% of such options and RSU awards vesting at the end of the first-year anniversary of the grant date and the remainder vesting 25% annually on each of the following three anniversaries thereafter.

The vesting for the performance-based restricted stock units (PSUs) for Mr. Bryant is over a five-year time period and is tied to the achievement of revenue growth targets over any three consecutive fiscal year period, starting with the three year period ending in 2023. If the Company achieves the revenue target over the prior three-year period in any fiscal year ending in December 2023, 2024 or 2025, then 100% of the PSUs will vest and release on the date that such target revenues are reported. If the Company has not achieved the annual revenue growth over a three-year period by the end of 2025, the PSUs will be canceled.

Section 16 Officers:


Executive Officer	Time-Based Restricted Stock Units (# shares)	Non-Qualified Stock Options (# shares)
Randall J. Steward Chief Financial Officer	5,118	—
Robert J. Bujarski Chief Operating Officer	3.516	3,514
William J. Ferenczy Senior Vice President, Cardiometabolic Business Unit	1,893	1,892
Karen C. Gibson Senior Vice President, Digital Health	1,893	1,892
Michelle A. Hodges Senior Vice President, General Counsel	1,893	1,892
Werner Kroll Senior Vice President, Research and Development	3,937	—
Tamara A. Ranalli Senior Vice President, Molecular Business Unit	1,893	1,892
Edward K. Russell Senior Vice President, Business Development	1,893	1,892

The vesting period for the non-qualified stock options and time-based restricted stock units for Section 16 officers, with the exception of Kroll and Steward, are each over four years with the first 25% of such options and RSU

awards vesting at the end of the first-year anniversary of the grant date and the remainder vesting 25% annually on each of the following three anniversaries thereafter.

The awards for Steward and Kroll in 2021 are comprised entirely of time-based restricted stock units vest over three years with the first one-third vesting at the end of the first-anniversary of the grant date and the remainder vesting one-third annually on each of the following two anniversaries pursuant to the terms of such executives individual retirement programs.