QUANTUM SI INC CLASS A (QSI)
Sector: Health Care
2026 Annual Meeting Analysis
QUANTUM SI INC CLASS A · Meeting: May 15, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Kummeth currently serves on four public company boards (QSI, Gentherm, PerkinElmer, and Orthofix Medical), which meets the overboarding threshold of four or more seats under our policy, warranting a vote against.
Mr. Hawkins has served as a director since October 2022 (over 24 months), so he is not exempt from the stock performance test; QSI's stock has fallen 55% over three years while the medical device benchmark IHI (iShares US Medical Devices ETF) was essentially flat, a gap of 55.6 percentage points that far exceeds the 30-point trigger for companies with negative absolute returns, and the five-year return of -94% confirms this is sustained underperformance rather than a temporary dip.
Ms. Fattori has served since March 2021, well beyond the 24-month exemption; QSI's stock has lost 55% over three years versus the IHI (iShares US Medical Devices ETF) which was nearly flat, a 55.6-point shortfall exceeding the 30-point trigger, and the five-year return of -94% confirms the underperformance is not a recent aberration.
Ms. Makes has served since June 2021, well beyond the 24-month exemption; QSI's stock has fallen 55% over three years while IHI (iShares US Medical Devices ETF) was essentially flat, a gap of 55.6 percentage points that exceeds the 30-point trigger, and the five-year return of -94% confirms sustained long-term underperformance.
Mr. Rakin has served since June 2020, well beyond the 24-month exemption; QSI's stock has declined 55% over three years against a nearly flat IHI (iShares US Medical Devices ETF), a 55.6-point gap far exceeding the 30-point trigger, and the five-year return of -94% confirms this is enduring underperformance rather than a short-term trough.
Dr. Rothberg has served since June 2021, well beyond the 24-month exemption; QSI's stock has lost 55% over three years while IHI (iShares US Medical Devices ETF) was essentially flat, a 55.6-point shortfall that far exceeds the 30-point trigger, and the five-year return of -94% removes any possibility of treating the three-year result as a temporary dip.
For Analysis
Ms. Dowdy joined the board in March 2024, which is within the 24-month new-director exemption window, so she is not subject to the stock performance trigger, and no other policy concerns (overboarding, attendance, independence, or qualifications) are identified.
Mr. Jafri joined the board in September 2023, which is within the 24-month new-director exemption window, so he is not subject to the stock performance trigger, and no other policy concerns are identified.
Mr. Kenny joined the board in May 2023, which is within the 24-month new-director exemption window, so he is not subject to the stock performance trigger, and no other policy concerns (overboarding, attendance, independence, or qualifications) are identified.
Mr. Mendel joined the board in May 2023, which is within the 24-month new-director exemption window, so he is not subject to the stock performance trigger, and no other policy concerns are identified.
Seven of the ten director nominees fail the stock performance test: QSI's three-year stock price return of -55.0% trails the IHI (iShares US Medical Devices ETF) by 55.6 percentage points, well above the 30-point trigger that applies when absolute returns are negative, and the five-year return of -94% confirms the underperformance is sustained. Directors who joined within the past 24 months (Dowdy, Jafri, Kenny, and Mendel) are exempt. Additionally, Chairman Kummeth triggers the overboarding rule with four concurrent public company board seats.
Say on Pay
✗ AGAINSTCEO
Jeffrey Hawkins
Total Comp
$3,183,693
Prior Support
N/A
QSI's stock has lost 55% over three years while shareholders in the IHI (iShares US Medical Devices ETF) saw essentially flat returns, yet the CEO received $3.18 million in 2025 — including $2 million in stock awards and $562,500 in cash incentive pay — reflecting above-benchmark variable compensation that is not aligned with the shareholder experience. A particularly concerning governance signal is the 2024 decision to lower the share-price targets on the CEO's and CFO's performance-based stock options (originally requiring the stock to reach $10-$20 to unlock awards) down to targets of $6-$12, effectively reducing the bar for earning those awards after the stock had already fallen sharply, which undermines the pay-for-performance link. Together, the magnitude of incentive pay against a backdrop of severe stock underperformance and the option target reduction make this compensation program inconsistent with shareholder interests.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
2 yrs
Audit Fees
$1,005,000
Non-Audit Fees
$2,127
PricewaterhouseCoopers LLP was appointed only in 2024 (replacing Deloitte), so its tenure is approximately two years — well below the 25-year concern threshold; non-audit fees were just $2,127 against $1,005,000 in audit fees, a ratio of well under 1%, far below the 50% flag level; and PwC is a Big Four firm appropriate for a public company.
Overall Assessment
This ballot contains three standard proposals; we vote AGAINST seven of ten director nominees due to sustained severe stock price underperformance versus the IHI (iShares US Medical Devices ETF) benchmark and, in one case, overboarding, while supporting the four directors who joined within the past 24 months. We vote AGAINST the Say on Pay proposal due to above-benchmark incentive pay paid while the stock lost 55% over three years and the company lowered performance-option targets mid-stream; we vote FOR auditor ratification as PricewaterhouseCoopers LLP is newly appointed, Big Four, and charges negligible non-audit fees.