Mr. Blaser joined as CEO and director in May 2024, meaning he has been on the board less than 24 months and is exempt from the TSR underperformance trigger under our policy — he should be given reasonable time to demonstrate a turnaround before being held accountable for prior-period performance; voted FOR on this basis.

Dr. Buechler has served as Board Chair since 2022 and has been a director since 2007, meaning his tenure fully covers the period during which QDEL's stock fell approximately 86.5% over three years while the company's own compensation peer group fell only about 48.6% — a gap of nearly 38 percentage points, well above the 20-point threshold our policy sets for companies with negative absolute returns; the five-year track record is similarly poor (QDEL trails peers by 24 percentage points over five years, again exceeding the threshold), so no mitigating adjustment applies.

Ms. Dilsaver joined in 2022 and her tenure substantially overlaps the three-year underperformance period during which QDEL's stock trailed its peer group by approximately 38 percentage points; the five-year record does not provide a mitigant as the gap also exceeds the policy threshold; additionally, she currently sits on three other public company boards (Tempur Sealy International, Health Equity, and PACS Group) for a total of four public board seats including QuidelOrtho, which is at the maximum permitted under our policy and signals a significant time-commitment concern for a company in turnaround mode.

Mr. Michael has served on the board since 2018 and chairs the Compensation Committee, meaning he has been a director throughout and well before the period in which QDEL's stock fell roughly 86.5% over three years while peers declined only about 48.6% — a gap nearly double our 20-point trigger threshold; the five-year picture is equally weak, with no mitigating offset available.

Dr. Polan has served on the board since 1993, making her tenure the longest of any nominee and meaning she has been a director throughout the entire underperformance period; QDEL's stock trailed its peer group by approximately 38 percentage points over three years against a negative absolute return, and the five-year comparison provides no relief — both periods exceed our policy thresholds.

Ms. Rhoads has served as Audit Committee Chair since 2020, and her tenure fully covers the three-year period in which QDEL's stock lost approximately 86.5% versus a peer group decline of about 48.6%; the 38-point gap substantially exceeds our 20-point trigger for companies with negative absolute returns, and the five-year record does not provide a mitigant.

Dr. Widder has served on the board since 2014 and chairs the Nominating and Governance Committee, and his long tenure means he bears full accountability for the period in which QDEL's shares fell roughly 86.5% over three years while the peer group declined only about 48.6%; no five-year mitigant is available as the longer-term gap also exceeds our threshold.

Mr. Wilkins joined the board in 2021, and his tenure covers most of the three-year underperformance period during which QDEL trailed its peers by approximately 38 percentage points; the five-year comparison likewise does not provide a mitigant, so the AGAINST determination stands.