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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Quanterix Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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April 29, 2022

To Our Stockholders:

You are cordially invited to attend the 2022 annual meeting of stockholders of Quanterix Corporation to be held at 10:00 a.m. ET on Thursday, June 23, 2022. As a result of public health considerations, this year’s annual meeting will be conducted solely via live audio webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the annual meeting by visiting meetnow.global/MD2UGTW. You will not be able to attend the annual meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about Quanterix Corporation that you should consider when you vote your shares are described in the accompanying proxy statement. Details on how to participate in the meeting will be available at www.investorvote.com/qtrx.

At the annual meeting, three persons will be elected to our Board of Directors to serve three-year terms expiring in 2025 (“Proposal No. 1”). In addition, we will ask stockholders to approve the compensation of our named executive officers, as disclosed in this proxy statement (“Proposal No. 2”), to vote on the frequency of holding an advisory vote on the compensation of our named executive officers (“Proposal No. 3”) and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022 (“Proposal No. 4”). Our Board of Directors recommends the approval of each of Proposal Nos. 1, 2 and 4 and a vote for a frequency of voting on executive compensation every year for Proposal No. 3. Such other business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about May 3, 2022, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2022 Annual Meeting of Stockholders and our 2021 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone, how to access the virtual annual meeting and how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the annual meeting. Whether or not you plan to attend the annual meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement.

Thank you for your continued support of Quanterix Corporation.

Sincerely,

/s/ MASOUD TOLOUE, PH.D.

Masoud Toloue, Ph.D.
President and Chief Executive Officer

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QUANTERIX CORPORATION

900 Middlesex Turnpike
Billerica, Massachusetts 01821

April 29, 2022

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

TIME: 10:00 a.m. ET

DATE: Thursday, June 23, 2022

ACCESS: To be admitted to the annual meeting at meetnow.global/MD2UGTW, stockholders must enter the 15-digit control number found on their proxy card, notice of internet availability of proxy materials, or email previously received. We encourage you to access the annual meeting prior to the start time. Online access will begin at 9:45 a.m. ET. Stockholders may vote during the annual meeting by following the instructions available on the meeting website during the meeting.

PURPOSES:

To elect three directors to serve three-year terms expiring in 2025;

To approve by an advisory vote the compensation of our named executive officers, as disclosed in this proxy statement (“Say-on-Pay”);

To approve by an advisory vote the frequency of holding an advisory vote on compensation of our named executive officers (“Frequency of Say-on-Pay”);

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

To transact such other business that is properly presented at the annual meeting and any adjournments or postponements thereof.

WHO MAY VOTE:

You may vote if you were the record owner of Quanterix Corporation common stock at the close of business on April 28, 2022. A list of stockholders of record will be available at the annual meeting and, during the 10 days prior to the annual meeting, at our principal executive offices, located at 900 Middlesex Turnpike, Building 1, Billerica, Massachusetts 01821.

All stockholders are cordially invited to attend the annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ JOHN FRY

John Fry
General Counsel and Secretary

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	Page
Important Information About the Annual Meeting and Voting		2
Security Ownership of Certain Beneficial Owners and Management		8
Management and Corporate Governance		10
Compensation Discussion and Analysis		19
Compensation Committee Report		30
Executive Officer and Director Compensation		31
Equity Compensation Plan Information		42
Report of Audit Committee		43
Delinquent Section 16(a) Reports		44
Certain Relationships and Related Person Transactions		44
Proposal No. 1: Election of Directors		47
Proposal No. 2: Advisory Vote on Approval of Executive Compensation as Disclosed in this Proxy Statement		48
Proposal No. 3: Advisory Vote on Approval of the Frequency of Holding an Advisory Vote on the Compensation of our Named Executive Officers		49
Proposal No. 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm		50
Corporate Code of Conduct and Ethics		52
Other Matters		52
Stockholder Proposals and Nominations for Director		52

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QUANTERIX CORPORATION

900 Middlesex Turnpike
Billerica, Massachusetts 01821

PROXY STATEMENT FOR QUANTERIX CORPORATION
2022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 23, 2022

This proxy statement, along with the accompanying Notice of 2022 Annual Meeting of Stockholders, contains information about the 2022 annual meeting of stockholders of Quanterix Corporation, including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 10:00 a.m. ET on Thursday, June 23, 2022. As a result of public health considerations, this year’s annual meeting will be conducted solely via live audio webcast on the Internet. To be admitted to the annual meeting at meetnow.global/MD2UGTW, stockholders must enter the 15-digit control number found on their proxy card, notice of internet availability of proxy materials, or email previously received. We encourage you to access the annual meeting prior to the start time. Online access will begin at 9:45 a.m. ET. Stockholders may vote during the annual meeting by following the instructions available on the meeting website during the meeting.

In this proxy statement, we refer to Quanterix Corporation as “Quanterix,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the annual meeting.

On or about May 3, 2022, we intend to begin sending the Important Notice Regarding the Availability of Proxy Materials to stockholders entitled to vote at the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON JUNE 23, 2022

This proxy statement and our 2021 annual report to stockholders are available for viewing, printing and downloading at www.investorvote.com/qtrx. To view these materials, please have your 15-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 2021 on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov,or in the “SEC Filings” section of the “Financial Information” section of the “Investors” section of our website at www.quanterix.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Quanterix Corporation, Attn: Investor Relations, 900 Middlesex Turnpike, Building 1, Billerica, Massachusetts 01821. Exhibits will be provided upon written request and payment of an appropriate processing fee.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why Is the Company Soliciting My Proxy?

Our Board of Directors is soliciting your proxy to vote at the 2022 annual meeting of stockholders to be held virtually on Thursday, June 23, 2022, at 10:00 a.m. ET, and any adjournments or postponements of the meeting, which we refer to as the annual meeting. This proxy statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 because you owned shares of our common stock on the record date. We intend to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable, proxy materials to stockholders on or about May 3, 2022.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

Why Are You Holding a Virtual Annual Meeting?

Due to the continuing public health impact of COVID-19 and to support the health and well-being of our stockholders, this year’s annual meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the annual meeting so they can ask questions of our Board of Directors or management, as time permits.

How Do I Access the Virtual Annual Meeting?

The live audio webcast of the annual meeting will begin promptly at 10:00 a.m. ET. Online access to the audio webcast will open 15 minutes prior to the start of the annual meeting to allow time for you to log-in and test your device’s audio system. You should ensure you have a strong Internet connection wherever you intend to participate in the annual meeting. You should also allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the annual meeting. To be admitted to the annual meeting at meetnow.global/MD2UGTW, stockholders of record must enter the 15-digit control number found on their proxy card, notice of internet availability of proxy materials, or email previously received.

If you are a beneficial owner and hold your shares through an intermediary, such as a bank, broker or nominee, you must register in advance to participate in the annual meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy along with your email address to Computershare Trust Company, N.A. (“Computershare”). Requests for registration should be directed to Computershare by email at legalproxy@computershare.com; facsimile at (781) 575-4647; or mail to Computershare, Quanterix Corporation Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001, and must be received by Computershare no later than 10:00 a.m. ET, on June 21, 2022. Computershare will then register you for

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attendance at the annual meeting and provide you with confirmation of your registration and instructions on how to attend the meeting by email after Computershare receives your registration materials.

Will I Be Able to Ask Questions and Have these Questions Answered During the Virtual Annual Meeting?

Stockholders may submit questions for the annual meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual meeting platform at meetnow.global/MD2UGTW, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the meeting. Appropriate questions related to the business of the annual meeting (the proposals being voted on) will be answered during the annual meeting, subject to time constraints.

What Happens if there Are Technical Difficulties During the Annual Meeting?

Beginning 15 minutes prior to, and during, the annual meeting, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual annual meeting, voting at the annual meeting or submitting questions at the annual meeting. If you encounter any difficulties accessing the virtual annual meeting during the check-in or meeting time, please call 1-888-724-2416 (US & Canada) or +1-781-575-2748.

Who Can Vote?

Only stockholders who owned our common stock at the close of business on April 28, 2022 are entitled to vote at the annual meeting. On this record date, there were 36,899,191 shares of our common stock outstanding and entitled to vote. Our common stock is our only class of voting stock.

You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of our common stock that you own entitles you to one vote.

How Do I Vote?

Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director, whether your shares should be voted for one year, two years, three years or abstain with respect to the frequency of voting on the compensation of our named executive officers, and whether your shares should be voted for, against or abstain with respect to each of the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors’ recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your name through our stock transfer agent, Computershare Trust Company, N.A., or you have stock certificates registered in your name, you may vote:

•

By Internet or by telephone. Follow the instructions included in the Notice or, if you received printed materials, in the proxy card to vote over the Internet or by telephone.

•

By mail. If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the Board of Directors’ recommendations as noted below.

•

At the meeting. Stockholders may vote during the annual meeting by following the instructions available on the meeting website during the meeting.

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Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:00 a.m. ET on June 23, 2022.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers.

How Does the Board of Directors Recommend that I Vote on the Proposals?

The Board of Directors recommends that you vote as follows:

•

“FOR” the election of the three (3) nominees for director;

•

“FOR” the compensation of our named executive officers, as disclosed in this proxy statement;

•

“FOR” holding an advisory vote on the compensation of our named executive officers every year; and

•

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

If any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with the proxy holder’s best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the annual meeting. You may change or revoke your proxy in any one of the following ways:

•

if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;

•

by re-voting by Internet or by telephone as instructed above;

•

by notifying our Corporate Secretary in writing before the annual meeting that you have revoked your proxy; or

•

by attending the annual meeting virtually and voting in person.

Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted.

What if I Receive More than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Will My Shares Be Voted if I Do Not Vote?

If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on the ratification of the appointment of our independent registered public accounting firm without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the annual meeting and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.

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What Vote is Required to Approve Each Proposal and How Are Votes Counted?

	Proposal 1: Elect Directors			The three director nominees who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
	Proposal 2: Approve an Advisory Vote on the Compensation of Our Named Executive Officers			The affirmative vote of a majority of the votes cast affirmatively or negatively for this proposal is required to approve, on an advisory basis, the compensation of our named executive officers, as described in this proxy statement. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Although the advisory vote is non-binding, the Compensation Committee and our Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation.
	Proposal 3: Approve an Advisory Vote on the Frequency of Holding an Advisory Vote on the Compensation of Our Named Executive Officers			The frequency of holding an advisory vote on the compensation of our named executive officers — every year, every two years or every three years — receiving a majority of the votes cast will be the frequency approved by our stockholders. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Although the advisory vote is non-binding, the Compensation Committee and our Board of Directors will review the voting results and take them into consideration when determining the frequency of holding an advisory vote on the compensation of our named executive officers for the next six years.
	Proposal 4: Ratify Appointment of Independent Registered Public Accounting Firm			The affirmative vote of a majority of the votes cast affirmatively or negatively for this proposal is required to ratify the appointment of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to appoint our independent registered public accounting firm. However, if our stockholders do not ratify the appointment of Ernst & Young LLP as our independent

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registered public accounting firm for 2022, the Audit Committee of our Board of Directors will reconsider its appointment.

Is Voting Confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our Inspector of Election, Computershare Trust Company, N.A., examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make on the proxy card or that you otherwise provide.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the annual meeting, and we will publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended Current Report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. In addition, we are required to file on a Current Report on Form 8-K no later than the earlier of one hundred fifty calendar days after the annual meeting or sixty calendar days prior to the deadline for submission of stockholder proposals set forth below under the heading “Stockholder Proposals and Nominations for Director” our decision on how frequently we will include a stockholder vote on the compensation of our named executive officers in our proxy materials.

What Are the Costs of Soliciting these Proxies?

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

What Constitutes a Quorum for the Annual Meeting?

The presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the annual meeting is necessary to constitute a quorum at the annual meeting. Votes of stockholders of record who are present at the annual meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Householding of Annual Disclosure Documents

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single Notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single Notice or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact our transfer agent, Computershare Trust Company, N.A., by calling their toll free number, 1-800-736-3001.

If you do not wish to participate in “householding” and would like to receive your own Notice or, if applicable, set of our proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

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•

If your shares are registered in your own name, please contact our transfer agent, Computershare Trust Company, N.A., and inform them of your request by calling them at 1-800-736-3001 or writing them at Computershare Trust Company, N.A., P.O. Box 505000, Louisville, KY 40233-5000.

•

If a broker or other nominee holds your shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Electronic Delivery of Company Stockholder Communications

Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.

You can choose this option and save the Company the cost of producing and mailing these documents by:

•

following the instructions provided on your Notice or proxy card;

•

following the instructions provided when you vote over the Internet; or

•

going to www.computershare.com and logging into the Investor Center to follow the instructions provided.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 15, 2022, for (a) the executive officers named in the Summary Compensation Table on page 31 of this proxy statement, (b) each of our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of April 15, 2022 pursuant to the exercise of options, warrants or the vesting of restricted stock units (“RSUs”) to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 38,897,756 shares of common stock outstanding on April 15, 2022.

Shares Beneficially
Owned

Name and Address of Beneficial Owner

Number

Percent

Principal Stockholders

Macquarie Group Limited, 50 Martin Place, Sydney, New South Wales, Australia (1)

3,154,600

8.1%

Gilder, Gagnon, Howe & Co. LLC, 475 10th Avenue, New York, NY 10018(2)

2,835,999

7.3%

Blackrock, Inc., 55 East 52nd Street, New York, NY 10055(3)

2,456,075

6.3

Directors, Director Nominees and Named Executive Officers

E. Kevin Hrusovsky(4)

1,350,774

3.4%

Keith L. Crandell(5)

147,681

Martin D. Madaus, Ph.D.(6)

212,341

Sarah E. Hlavinka(7)

43,763

Paul M. Meister (8)

69,681

Laurie J. Olson(9)

7,655

David R. Walt, Ph.D.(10)

1,310,244

3.4%

Masoud Toloue, Ph.D.(11)

16,691

Michael A. Doyle

—

John Fry(12)

73,874

Dawn R. Mattoon, Ph.D.(13)

63,258

Shawn Stetson(14)

7,705

Amol Chaubal(15)

William Geist(16)

All directors and current executive officers as a group (10 persons)(17)

3,232,704

8.2%

Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

Not known to the company.

(1)

Based on a Schedule 13G filed by Macquarie Group Limited and its affiliates with the SEC on February 11, 2022, which reported ownership as of December 31, 2021. The 3,154,600 shares may be deemed beneficially owned by Macquarie Group Limited due to Macquarie Group Limited’s ownership of Macquarie Bank Limited, Macquarie Investment Management Holdings Inc., Macquarie Investment Management Business Trust, Macquarie Investment Management Global Limited, and Ivy Investment Management Company.

(2)

Based on a Schedule 13G/A filed by Gilder, Gagnon, Howe & Co. LLC (“Gilder Gagnon”) with the SEC on February 14, 2022, which reported ownership as of December 31, 2021. Consists of 2,835,999 shares held in customer accounts over which partners and/or employees of Gilder Gagnon have discretionary authority to dispose of or direct the disposition of the shares.

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(3)

Based on a Schedule 13G/A filed by Blackrock, Inc. with the SEC on February 4, 2022, which reported ownership as of December 31, 2021. Includes shares beneficially owned by BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Fund Advisors, and BlackRock Fund Managers Ltd. The filing noted that BlackRock, Inc. is a parent holding company or control person and claims sole dispositive power for 2,456,075 shares and sole voting power for 2,416,271 shares.

(4)

Consists of 847,762 shares of common stock (which includes 39,815 shares of restricted stock subject to performance-based vesting), 498,876 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of April 15, 2022 and 4,136 shares of common stock issuable upon the vesting of RSUs within 60 days of April 15, 2022 held by Mr. Hrusovsky.

(5)

Consists of 116,081 shares of common stock and 31,600 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of April 15, 2022 held by Mr. Crandell and a trust over which Mr. Crandell has voting and investment power.

(6)

Consists of 15,775 shares of common stock held by Dr. Madaus, 31,600 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of April 15, 2022 held by Dr. Madaus and 164,966 shares of common stock held by a trust for which Dr. Madaus is a trust advisor who shares voting and investment power over the shares held by the trust.

(7)

Consists of 12,623 shares of common stock and 31,140 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of April 15, 2022 held by Ms. Hlavinka.

(8)

Consists of 14,746 shares of common stock and 54,935 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of April 15, 2022 held by Mr. Meister. Does not include 120,035 shares of common stock held by Woburn Abbey March 2021 Trust, as Mr. Meister does not have voting or investment power over the shares held by the trust.

(9)

Consists of 6,142 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of April 15, 2022 and 1,513 shares of common stock issuable upon the vesting of RSUs within 60 days of April 15, 2022 held by Ms. Olson.

(10)

Consists of 1,278,644 shares of common stock and 31,600 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of April 15, 2022 held by Dr. Walt. Does not include 200,684 shares of common stock held by The David R. Walt 2008 Irrevocable Family Trust (the “Walt Trust”), of which Dr. Walt’s spouse is trustee and has sole voting and investment power over the shares held by the Walt Trust.

(11)

Consists of 16,691 shares of common stock issuable upon the vesting of RSUs within 60 days of April 15, 2022 held by Dr. Toloue.

(12)

Consists of 15,930 shares of common stock, 56,392 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of April 15, 2022 and 1,552 shares of common stock issuable upon the vesting of RSUs within 60 days of April 15, 2022 held by Mr. Fry.

(13)

Consists of 27,327 shares of common stock, 34,855 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of April 15, 2022 and 1,076 shares of common stock issuable upon the vesting of RSUs within 60 days of April 15, 2022 held by Dr. Mattoon.

(14)

Consists of 1,196 shares of common stock, 5,991 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of April 15, 2022 and 518 shares of common stock issuable upon the vesting of RSUs within 60 days of April 15, 2022 held by Mr. Stetson. Mr. Stetson served as Interim Chief Financial Officer from May 11, 2021 to July 12, 2021.

(15)

Mr. Chaubal served as our Chief Financial Officer until May 11, 2021.

(16)

Mr. Geist served as our Chief Operating Officer until November 12, 2021.

(17)

See footnotes 4 through 12.

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MANAGEMENT AND CORPORATE GOVERNANCE

The Board of Directors

Our restated certificate of incorporation and our restated bylaws provide that our business is to be managed by or under the direction of our Board of Directors. Our Board of Directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our Board of Directors currently consists of eight members, classified into three classes as follows: (1) Martin D. Madaus, Ph.D. and Laurie J. Olson constitute Class I with a term ending at the 2024 annual meeting; (2) Sarah E. Hlavinka, Masoud Toloue, Ph.D. and David R. Walt, Ph.D. constitute Class II with a term ending at the upcoming 2022 annual meeting; and (3) Keith L. Crandell, E. Kevin Hrusovsky and Paul M. Meister constitute Class III with a term ending at the 2023 annual meeting.

Our Board of Directors accepted the recommendation of the Nominating and Governance Committee and voted to nominate Sarah E. Hlavinka, Masoud Toloue, Ph.D. and David R. Walt, Ph.D for election at the annual meeting for a term of three years to serve until the 2025 annual meeting of stockholders and until their respective successors have been elected and qualified.

Set forth below are the names of the persons nominated as directors and directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years, as of April 15, 2022. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

Name	Age	Position with the Company
E. Kevin Hrusovsky	60	Executive Chairman of the Board of Directors
Masoud Toloue, Ph.D.	42	President and Chief Executive Officer and Director
Keith L. Crandell(2)(3)	62	Director
Sarah E. Hlavinka(1)(3)	57	Director
Martin D. Madaus, Ph.D.(1)(3)	62	Director
Paul M. Meister(1)	69	Director
Laurie J. Olson(2)	59	Director
David R. Walt, Ph.D.(2)	69	Director

(1)

Member of our Audit Committee

(2)

Member of our Compensation Committee

(3)

Member of our Nominating and Governance Committee

Our Board of Directors has reviewed the materiality of any relationship that each of our directors and director nominees has with Quanterix Corporation, either directly or indirectly. Based upon this review, our Board of Directors has determined that the following directors and director nominees are “independent directors” as defined by The Nasdaq Stock Market: Keith L. Crandell, Sarah E. Hlavinka, Martin D. Madaus, Ph.D., Paul M. Meister, Laurie J. Olson and David R. Walt, Ph.D.

E. Kevin Hrusovsky has been a member of our Board of Directors since June 2014. He served as Chairman of the Board from June 2014 through April 2022. He has been the Executive Chairman of the Board since April 2022, previously serving as our President and Chief Executive Officer since January 2015. Prior to joining us, Mr. Hrusovsky served as Senior Vice President of PerkinElmer, Inc., a publicly traded company that produces analytical instruments, genetic testing and diagnostic tools, medical imaging components, software, instruments and consumables for multiple end markets, from February 2012 to May 2013 and served as President of the Life Sciences and Technology business unit of PerkinElmer, Inc. from November 2011 to May 2013. From May 2013 through September 2013, he served as a consultant to PerkinElmer. Previously, Mr. Hrusovsky served as Chief Executive Officer and President of Caliper Life

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Sciences, Inc., a life sciences company that developed and sold lab automation equipment, from July 2003 to November 2011 when it was acquired by PerkinElmer, Inc. Prior to that, he served as Chief Executive Officer and President of Zymark, a company that provided laboratory automation, robotics, and liquid handling solutions, and Director of International Business, Agricultural Chemical Division, and President of the Pharmaceutical Division for FMC Corporation, a publicly traded chemical manufacturing company. He also held several management positions at E.I. DuPont de Nemours, a publicly traded chemical manufacturing company. Mr. Hrusovsky serves on the board of directors of 908 Devices Inc., a publicly traded developer of handheld and desktop mass spectrometry devices, and on the boards of several private companies, including Cellaria, da32 Life Science Life Science Acquisition Corp and Solect Energy Development, LLC. Additionally, he is the founder of the Powering Precision Health Summit, an executive think tank of researchers, scientists, physicians and innovators focused on the latest research on new biomarkers that have the potential to advance personalized medicine. Mr. Hrusovsky also serves on the Educational Board of the Massachusetts Biotech Council, the Advisory Committee for the Center for Biomedical Engineering at Brown University, the Association for Laboratory Automation, the JALA Editorial Board and the Strategy Committee of Children’s Hospital Boston. He formerly served on the boards of SynapDx Corp., SeraCare, Caliper Life Sciences, Xenogen, Alliant Medical Technology, Cell Signaling Technology, Inc. and BioreclamationIVT, LLC. He was selected as the 2013 Entrepreneur of the Year from Ohio State University and holds an Honorary Doctorate degree from Framingham State University for contributions in life sciences and personal medicine. Mr. Hrusovsky has a B.S. in mechanical engineering from Ohio State University and an M.B.A. from Ohio University. Mr. Hrusovsky’s qualifications for service as a member of our Board of Directors include his extensive experience in the life science and technology industries, as well as the perspective and experience he brings as our Executive Chairman and his past service as our President and Chief Executive Officer, which provides our Board with historic knowledge, operational expertise and continuity.

Masoud Toloue, Ph.D. has been a member of our Board of Directors and President and Chief Executive Officer since April 2022. He served as President, Quanterix and Diagnostics from June 2021 to April 2022. Prior to joining us, Dr. Toloue served as Senior Vice President, Diagnostics at PerkinElmer during which time he grew the business to over fifty percent of the company’s total revenue. Prior to this role, Dr. Toloue led PerkinElmer’s Applied Genomics division. Dr. Toloue founded and led the next-generation sequencing business at Bioo Scientific until its acquisition by PerkinElmer in 2016. He also co-founded and led Genohub, where he transformed that company from a supplier of next-generation sequencing matching technology to a leading platform provider for managing sequencing projects globally. Dr. Toloue’s qualifications for service as a member of our Board of Directors include his extensive experience in the life science and diagnostics industries, as well as the perspective he brings as our President and Chief Executive Officer.

Keith L. Crandell has served as a member of our Board of Directors since June 2007. Since July 1994, Mr. Crandell has served as a managing director of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies. He serves on the board of directors of Twist Bioscience Corporation, a publicly traded synthetic biology company, 908 Devices, Inc., a publicly traded developer of handheld and desktop mass spectrometry devices and DA32 Life Science Tech Acquisition Corp., a publicly traded blank check company. From 2007 to 2019, he served on the board of directors of Adesto Technologies Corporation, a publicly traded provider of application-specific and ultra-low power non-volatile memory products. He is also a director of several private companies and he also serves as a director of the Illinois Venture Capital Association. Mr. Crandell has a B.S. degree in chemistry and mathematics from St. Lawrence University, an M.S. degree in chemistry from the University of Texas at Arlington and an M.B.A. from the University of Chicago. Mr. Crandell’s qualifications for service as a member of our Board of Directors include his financial expertise and his substantial experience as an investor in emerging companies.

Sarah E. Hlavinka has served as a member of our Board of Directors since July 2019. Ms. Hlavinka has served as General Counsel of Office Depot, LLC since April 2022. In May 2022, Ms. Hlavinka will become Executive Vice President, Chief Legal Officer and Corporate Secretary of The ODP Corporation, the parent company of Office Depot, LLC and a leading, publicly-traded provider of business services, products and digital workplace technology solutions through an integrated B2B distribution platform. From August 2018 to March 2022, Ms. Hlavinka served as Senior Vice President, General Counsel and Secretary of Itron, Inc., a publicly traded technology and services company focused on critical infrastructure

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solutions. Prior to joining Itron, from January 2017 to July 2018, Ms. Hlavinka served as Executive Vice President, General Counsel and Secretary of Xerox Corporation, a publicly traded document management systems and solutions company. Prior to joining Xerox Corporation, from September 2007 to January 2017, Ms. Hlavinka served as Executive Vice President, General Counsel and Secretary of ABM Industries Incorporated, a publicly traded integrated facility services provider. Additionally, Ms. Hlavinka served as a director of Cigna Life Insurance Company of New York from February 2013 through December 31, 2020. Ms. Hlavinka holds a J.D. from the University of Texas School of Law and a B.A. in history from Texas A&M University. Ms. Hlavinka’s qualifications for service as a member of our Board of Directors include her significant experience as a senior executive of global companies operating in a variety of industries and her substantial expertise in corporate governance, mergers and acquisitions, and risk management.

Martin D. Madaus, Ph.D. has served as a member of our Board of Directors since November 2010. Dr. Madaus previously served as our Executive Chairman from November 2010 to June 2014, as our Chief Executive Officer from October 2011 to July 2012 and as our President from June 2011 to July 2012. From September 2020 to April 2021, he has served as the Chief Operations Officer of Sherlock Biosciences, Inc., a molecular diagnostics company. He also serves as Operating Executive to The Carlyle Group, a multinational private equity, alternative asset management and financial services corporation, since February 2019. From June 2014 to February 2019, Dr. Madaus served as Chairman and Chief Executive Officer at Ortho-Clinical Diagnostics, Inc., a diagnostics company that makes products and diagnostic equipment for blood testing. Previously, Dr. Madaus was the Chairman, President and Chief Executive Officer of Millipore Corporation (MIL), a life sciences company serving the bioscience research and biopharmaceutical manufacturing industry, from January 2005 to July 2010, when Millipore was acquired by Merck KGaA. Dr. Madaus currently serves as a member of the board of directors of the following private biotechnology companies: Ultivue, Inc., a cancer diagnostics company; Emulate, Inc., a leading provider of organ-on-a-chip technology; and Candela Medical, a medical technology company, and Unchained Labs, Inc., a life science equipment provider. Dr. Madaus received a Doctor of Veterinary Medicine from the University of Munich in Germany and a Ph.D. in Veterinary Medicine from the Veterinary School of Hanover in Germany. Dr. Madaus’s qualifications for service as a member of our Board of Directors include his extensive public and private company board experience and his substantial knowledge of and managerial experience in the diagnostics industry.

Paul M. Meister has served as a member of our Board of Directors since September 2013. Mr. Meister is a partner in Novalis LifeSciences — a life science focused venture firm and is Co-Founder, and Chief Executive Officer, of Liberty Lane Partners, LLC, a private investment company with diverse investments in healthcare, technology, and distribution-related industries. Mr. Meister served as President of MacAndrews & Forbes from 2014 to 2018. Mr. Meister also served as Executive Vice Chairman of Revlon, Inc., a leading beauty products company, on an interim basis from January 2018 to November 2018, when the Chief Executive Officer of Revlon, Inc. resigned. Mr. Meister previously served as Chairman and Chief Executive Officer of inVentiv Health (now known as Syneos Health, Inc.), a provider of commercial, consulting, and clinical research services to the pharmaceutical and biotech industries, from 2010 to 2015. Mr. Meister was Chairman of Thermo Fisher Scientific, Inc., a scientific instruments equipment and supplies company, from November 2006 to April 2007. He was previously an executive officer of Fisher Scientific International, Inc, a predecessor of Thermo Fisher Scientific, Inc. from 1991 to 2006. Mr. Meister has served as a director of Aptiv PLC, a leading global technology and mobility company primarily serving the automotive sector, since July 2019, Oaktree Acquisitions Corp II, a company incorporated for the purpose of effecting a business combination with one or more businesses, since 2020, and Amneal Pharmaceuticals, Inc., a global pharmaceutical company, since August 2019. He also previously served as a director of Oaktree Acquisitions Corp from July 2019 to 2020, Scientific Games Corporation, which provides customized, end-to-end solutions to the gaming industry, from 2012 to 2020, LKQ Corporation, a distributor of vehicle products, from 1999 to 2018, vTv Therapeutics, Inc., a clinical-stage biopharmaceutical company, from 2015 to 2018 and Revlon, Inc from 2016-2019. Mr. Meister is Co-Chair of the University of Michigan’s Life Sciences Institute Externa Advisory Board and Chair of the Provost’s Advisory Committee. Mr. Meister has an M.B.A. from Northwestern University and a B.A. from the University of Michigan. Mr. Meister’s qualifications for service as a member of our Board of Directors include his financial and investment expertise and his extensive knowledge of the life sciences industry.

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Laurie J. Olson has served as a member of our Board of Directors since April 2021. Ms. Olson was employed by Pfizer Inc., a research-based, global pharmaceutical company from 1987 to 2018, in a variety of strategy, marketing and commercial roles. Most recently, she served as Pfizer’s Executive Vice President, Strategy and Commercial Operations and a member of Pfizer’s Executive Leadership Team from 2012 to 2018. While at Pfizer, she also served as a member of the Pfizer Board of Directors Science and Technology Committee, and as a member of the company’s Business Development, Portfolio, Disclosure, Diversity, and Compliance Committees. Ms. Olson currently serves as a member of the Board of Directors of Karuna Therapeutics, a publicly traded clinical-stage biopharmaceutical company committed to developing novel therapies for neuropsychiatric disorders. She is also a member of the Board of Trustees at the Mystic Seaport Museum in Mystic, Connecticut. Ms. Olson received her B.A. in economics from State University of New York at Stony Brook and earned her M.B.A. in marketing from Hofstra University. Ms. Olson’s qualifications for service as a member of our Board of Directors include her extensive experience as a pharmaceutical executive and expertise in areas including commercial and corporate strategy, the interface between R&D and commercial organizations, and her strong advocacy for workplace diversity, equity, and inclusion.

David R. Walt, Ph.D. was our founding scientist and has served as a member of our Board of Directors since April 2007. Since 2017, Dr. Walt has served as Hansjörg Wyss Professor of Biologically Inspired Engineering and Professor of Pathology at Harvard Medical School in the Department of Pathology at the Brigham and Women’s Hospital and as a core faculty member of the Wyss Institute for Biologically Inspired Engineering. He is also a Howard Hughes Medical Institute Professor. He previously served as University Professor, Professor of Chemistry, Professor of Biomedical Engineering, Professor of Genetics, Professor of Neuroscience, Professor of Cell and Molecular Biology, and Professor of Oral Medicine at Tufts University, from 1981 to 2017. Dr. Walt was also the founding scientist of Illumina, Inc. and served as a member of its board of directors from 1998 to 2016. He served on the board of directors of Cerulean Pharma Inc. (which was acquired by Daré Bioscience, Inc.) from August 2016 to July 2017. From 2013 to 2021, Dr. Walt served on the board of directors of Exicure, Inc., a publicly traded company that develops therapeutics for immuno-oncology, inflammatory diseases and genetic disorders. Dr. Walt was also a founder and currently serves as a member of the board of directors of Ultivue, Inc., Arbor Biotechnologies, Inc., Sherlock Biosciences, Inc., and Vizgen. He has received numerous national and international awards and honors for his fundamental and applied work in the field of optical sensors, microwell arrays and single molecule detection. He is a member of the U.S. National Academy of Engineering, U.S. National Academy of Medicine, American Academy of Arts and Sciences, a fellow of the American Institute for Medical and Biological Engineering, a fellow of the National Academy of Inventors, and a fellow of the American Association for the Advancement of Science. Dr. Walt has a B.S. in Chemistry from the University of Michigan and a Ph.D. in Chemical Biology from Stony Brook University. Dr. Walt’s qualifications for service as a member of our Board of Directors include his experience in developing life sciences companies and his expertise in chemistry, diagnostics technologies, and biomedical engineering.

There are no family relationships between or among any of our directors or director nominees. The principal occupation and employment during the past five years of each of our directors and director nominees was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors or nominees and any other person or persons pursuant to which he or she is to be selected as a director or nominee.

There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

Committees of the Board of Directors and Meetings

Meeting Attendance. During the fiscal year ended December 31, 2021, our Board of Directors met or acted by written consent 16 times. During the fiscal year ended December 31, 2021, the three standing committees of the Board of Directors met or acted by written consent a total of 22 times. No director attended fewer than 75% of the total number of meetings of the Board and of committees of the Board on which such director served during fiscal 2021. Our Board of Directors has adopted a policy under which each member of the Board is encouraged but not required to attend each annual meeting of our stockholders. Three directors attended our virtual 2021 annual meeting of stockholders.

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Audit Committee. Our Audit Committee met or acted by written consent six times during the fiscal year ended December 31, 2021. This committee currently has three members, Paul M. Meister (Chairman), Sarah E. Hlavinka and Martin D. Madaus, Ph.D. Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and include:

•

selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

•

ensuring the independence of the independent registered public accounting firm;

•

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

•

establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

•

considering the effectiveness of our internal controls and, if any, our internal audit function;

•

reviewing material related-party transactions or those that require disclosure;

•

approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm; and

•

preparing the audit committee report, required by SEC rules, which is included in the section of this proxy statement titled, “Report of Audit Committee”.

All members of the Audit Committee satisfy the current independence standards promulgated by the SEC, and by The Nasdaq Stock Market, as such standards apply specifically to members of audit committees. Our Board of Directors has determined that Paul M. Meister is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K.

A copy of the Audit Committee’s written charter is publicly available on our website at www.quanterix.com.

Compensation Committee. Our Compensation Committee met or acted by written consent ten times during the fiscal year ended December 31, 2021. This committee currently has three members, Keith L. Crandell (Chairman), Laurie J. Olson and David R. Walt, Ph.D. Our Compensation Committee’s role and responsibilities are set forth in the Compensation Committee’s written charter and include:

•

reviewing and approving, or recommending that our Board of Directors approve, the compensation of our executive officers;

•

reviewing and recommending to our Board of Directors the compensation of our directors;

•

reviewing and recommending to our Board of Directors the terms of any compensatory agreements with our executive officers;

•

administering our 2017 Employee, Director and Consultant Equity Incentive Plan (the “2017 Plan”), 2007 Stock Option and Grant Plan, as amended (the “2007 Plan”), and 2017 Employee Stock Purchase Plan (the “ESPP”);

•

reviewing and approving, or making recommendations to our Board of Directors with respect to, incentive compensation and equity plans;

•

reviewing compensation policies and practices for all employees to determine whether such policies and practices create risks that are reasonably likely to have a material adverse effect on the Company; and

•

preparing the compensation committee report, required by SEC rules, which is included in the section of this proxy statement titled, “Compensation Committee Report”.

The Compensation Committee is also responsible for the determination of the compensation of our Chief Executive Officer, and conducts its decision making process with respect to that issue without the Chief Executive Officer present. Our Board of Directors has determined that all members of the Compensation Committee qualify as “independent” under the definition promulgated by The Nasdaq Stock Market.

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The Compensation Committee has the authority to retain or obtain the advice of such compensation consultants, legal counsel, experts and other advisors as it may deem appropriate in its sole discretion. The Compensation Committee is directly responsible for the appointment, compensation and oversight of its consultants, legal counsel, experts and advisors and has sole authority to approve their fees and retention terms, and the Company will provide funding for such fees and related expenses.

The Compensation Committee engaged Pay Governance, LLC as an independent advisor to the Compensation Committee providing executive compensation consulting services for the fiscal year ended December 31, 2021. Pay Governance was engaged by and reports to the Compensation Committee. Pay Governance did not provide any services to the Company other than executive compensation consulting services during the fiscal year ended December 31, 2021.

A copy of the Compensation Committee’s written charter is publicly available on our website at www.quanterix.com.

Nominating and Governance Committee. Our Nominating and Governance Committee (the “Nominating Committee”), met or acted by written consent six times during the fiscal year ended December 31, 2021. This committee has three members, Martin D. Madaus, Ph.D. (Chairman), Keith L. Crandell and Sarah E. Hlavinka. Our Board of Directors has determined that all members of the Nominating Committee qualify as independent under the definition promulgated by The Nasdaq Stock Market. The Nominating Committee’s responsibilities are set forth in the Nominating Committee’s written charter and include:

•

identifying and recommending candidates for membership on our Board of Directors;

•

recommending directors to serve on Board committees;

•

reviewing and recommending our corporate governance guidelines and policies;

•

reviewing proposed waivers of the code of conduct for directors and executive officers;

•

evaluating, and overseeing the process of evaluating, the performance of our Board of Directors and individual directors; and

•

assisting our Board of Directors on corporate governance matters.

Generally, our Nominating Committee considers candidates recommended by stockholders as well as from other sources such as other directors or officers, third-party search firms or other appropriate sources. Once identified, the Nominating Committee will evaluate a candidate’s qualifications in accordance with our Nominating and Governance Committee Policy Regarding Qualifications of Directors appended to our Nominating Committee’s written charter. Threshold criteria include: personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of our industry, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board of Directors, and concern for the long-term interests of our stockholders. Our Nominating Committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. However, the Nominating Committee will consider issues of diversity among its members in identifying and considering nominees for director, and strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on the Board and its committees.

If a stockholder wishes to propose a candidate for consideration as a nominee for election to the Board of Directors, it must follow the procedures described in our restated bylaws and in “Stockholder Proposals and Nominations for Director” at the end of this proxy statement. In general, persons recommended by stockholders will be considered in accordance with our Policy on Shareholder Recommendation of Candidates for Election as Directors appended to our Nominating Committee’s written charter. Any such recommendation should be made in writing to the Nominating Committee, care of our Corporate Secretary at our principal office and should be accompanied by the following information concerning each recommending stockholder and the beneficial owner, if any, on whose behalf the nomination is made:

•

all information relating to such person that would be required to be disclosed in a proxy statement;

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•

certain biographical and share ownership information about the stockholder and any other proponent, including a description of any derivative transactions in our securities;

•

a description of certain arrangements and understandings between the proposing stockholder and any beneficial owner and any other person in connection with such stockholder nomination; and

•

a statement whether or not either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of voting shares sufficient to carry the proposal.

The recommendation must also be accompanied by the following information concerning the proposed nominee:

•

certain biographical information concerning the proposed nominee;

•

all information concerning the proposed nominee required to be disclosed in solicitations of proxies for election of directors;

•

certain information about any other security holder of the Company who supports the proposed nominee;

•

a description of all relationships between the proposed nominee and the recommending stockholder or any beneficial owner, including any agreements or understandings regarding the nomination; and

•

additional disclosures relating to stockholder nominees for directors, including completed questionnaires and disclosures required by our restated bylaws.

A copy of the Nominating Committee’s written charter, including its appendices, is publicly available on our website at www.quanterix.com.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee has three members, Keith L. Crandell (Chairman), Laurie J. Olson and and David R. Walt, Ph.D. During 2021, our former director, Marijn Dekkers, Ph.D., also served on the Compensation Committee. None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee. For a description of any transactions between us and members of our Compensation Committee and affiliates of such members, please see “Certain Relationships and Related Person Transactions.”

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board of Directors, as our Board of Directors believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board of Directors. As part of our leadership sucession plan announced in March, 2022, the Board announced that Kevin Hrusovsky, our former Chief Executive Officer will continue to serve as Executive Chairman of the Board of Directors following his departure as Chief Executive Officer. In view of his in-depth knowledge of our strategy, operations and business, our Board of Directors believes that Mr. Hrusovsky’s continued service in the role will greatly enhance the decision making processes of our Board of Directors. Mr. Hrusovsky’s service in the role of Executive Chairman also brings important continuity to our Board of Directors.We have a strong governance structure in place, including independent directors, to ensure the powers and duties of the dual role are handled responsibly. Martin D. Madaus, Ph.D. serves as our lead independent director.

The Executive Chairman of the Board of Directors, the lead independent director, and the other members of the Board of Directors work in concert to provide oversight of our management and affairs. Our Board of Directors encourages communication among its members and between management and the Board of Directors to facilitate productive working relationships. Working with the other members of the

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Board of Directors, our Executive Chairman strives to ensure that there is an appropriate balance and focus among key Board responsibilities such as strategic development, review of operations and risk oversight.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Board oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The role of our Board and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. Members of our senior management team attend our quarterly Board meetings and are available to address any questions or concerns raised by the Board on risk-management and any other matters. In addition, the Board regularly receives reports on strategic matters involving our business. Our Audit Committee oversees risk management activities related to financial controls and legal and compliance risks. Our Compensation Committee oversees risk management activities relating to our compensation policies and practices, and our Nominating and Corporate Governance Committee oversees risk management activities relating to Board composition and governance-related matters. Each committee reports to the full Board on a regular basis, and provides reports with respect to the committee’s risk oversight activities as appropriate.

Compensation Risk Assessment

Following a review of our existing compensation policies, including those relating to our named executive officers and to our employees more generally, our Compensation Committee believes that risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, our Compensation Committee believes that compensation-related risk is limited by a number of factors, including the following:

•

Our compensation packages include multiple elements, including fixed and variable compensation, the amount and mix of which is appropriate to an employee’s level and role in the Company.

•

Our variable compensation programs employ a number of different performance metrics (such as metrics that are based on revenue, gross margin, corporate strategic objectives, and individual objectives) that are aligned with our near term and strategic objectives and the interests of our stockholders. We use performance targets that we believe are somewhat aggressive yet achievable without undue risk taking.

•

Our long-term incentive equity awards are designed to align the interests of our management with the interests of our stockholders.

•

We limit the payouts under our annual cash incentive bonus programs to an amount that is appropriate to the recipient’s role in the company.

We believe that, taken as a whole, the various elements of our compensation packages mitigate compensation-related risk by reducing the focus on any single compensation element or performance metric, by encouraging our employees to consider both long and short term goals that are aligned with the interests of our stockholders, and by discouraging excessive risk in order to reach performance goals or to achieve excessive payouts.

Stockholder Communications to the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations department at https://ir.quanterix.com/investor-resources/contact-ir. However, any stockholders who wish to address questions regarding our business directly with our Board of Directors, or any individual director, should direct his or her questions in writing to the Chairman of the Board at 900 Middlesex Turnpike, Building 1, Billerica, Massachusetts 01821 or using the “IR Contacts” page of our website at https://ir.quanterix.com/investor-resources/contact-ir. Communications will be distributed to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to personal matters and matters as to which we tend to receive repetitive or duplicative communications.

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Executive Officers

The following table sets forth certain information regarding our executive officers as of April 25, 2022. We have entered into agreements with our executive officers, and all of them are at-will employees.

Name	Age	Position(s) with the Company
E. Kevin Hrusovsky	60	Executive Chairman
Masoud Toloue, Ph.D.	42	President and Chief Executive Officer
Michael A. Doyle	66	Chief Financial Officer
John Fry	60	General Counsel and Secretary

For more information about Mr. Hrusovsky and Dr. Toloue, please refer to “Management and Corporate Governance — Board of Directors” above.

Michael Doyle has been our Chief Financial Officer since July 2021. From September 2007 to April 2021, he served as Chief Financial Officer at Forrester Research, a publicly-traded technology research and consulting company. Prior to Forrester, Mr. Doyle was CFO of EasyLink Services Corporation, a specialty telecommunications provider. Mr. Doyle has over 40 years of finance experience in a variety of companies including Pepsico, Allied Signal, and Dun & Bradstreet. Mr. Doyle holds a BBA in Finance from the University of Notre Dame and a MBA from New York University.

John Fry has been our General Counsel and Secretary since June 2019. Prior to joining us, Mr. Fry served as Senior Vice President, General Counsel, and Secretary of Analogic Corporation, a global medical and security technology company, from 2007 to 2018. From 2005 to 2007, he was a principal of the law firm Driggs, Hogg, & Fry Co., L.P.A., where his practice focused primarily on technology and intellectual property law with principal clients including global multinationals in the medical, consumer electronics and industrial automation industries. From 1995 to April 2005, he held various legal positions at Philips Medical Systems (formerly Marconi Medical Systems and Picker International), including Senior Corporate Counsel and Intellectual Property Manager and counsel to Philips’ computed tomography business. He began his career as an electrical engineer and engineering manager and is a named inventor on ten U.S. patents. Mr. Fry holds a Juris Doctor degree from Cleveland-Marshall College of Law and M.S. and B.S. degrees in electrical engineering from Case Western Reserve University.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the principal components of the compensation program for our named executive officers. It should be read in conjunction with the other information contained in this proxy statement. The following executives were our named executive officers for the fiscal year ended December 31, 2021 who were serving at year-end:

Name			Title as of December 31, 2021
E. Kevin Hrusovsky			President and Chief Executive Officer
Masoud Toloue			President of Quanterix and Diagnostics
Michael Doyle			Chief Financial Officer and Treasurer
John Fry			General Counsel and Secretary
Dawn Mattoon			Senior Vice President, Diagnostics

In addition, our named executive officers for 2021 include Amol Chaubal, who served as our Chief Financial Officer and Treasurer until his resignation on May 11, 2021; Shawn Stetson, who served as our Interim Chief Financial Officer and Treasurer effective upon Mr. Chaubal’s resignation until the appointment of Mr. Doyle on July 12, 2021; and William Geist, who served as our Chief Operating Officer until his separation from the Company on November 12, 2021.

Executive Summary

Fiscal Year 2021 Performance. Our 2021 performance was characterized by robust growth as we continue to advance our ultrasensitive Simoa biomarker detection technology across multiple therapeutic areas. Highlights from 2021 included:

•

Product and Service revenue of $105.3 million, an increase of 53% over the prior year;

•

Product revenue of $81.1 million, an increase of 84% over the prior year;

•

Service and other revenue of $23.6 million, in line with the prior year;

•

Gross margin of 55.8%;

•

Raised $287.5 million in gross proceeds through a successful follow-on offering completed in the first quarter of 2021, with nearly $400 million in cash, cash equivalents, and restricted cash on the balance sheet as of year-end;

•

Our Simoa phospho-Tau 181 (pTau-181) blood test was granted Breakthrough Device designation by the U.S. Food and Drug Administration (the “FDA”) as an aid in diagnostic evaluation of Alzheimer’s disease;

•

The Emergency Use Authorization (the “EUA”) label for our SARS-CoV-2 N Protein Antigen Test was expanded to include testing with nasal swab and saliva samples, and for asymptomatic serial testing with nasal swab samples;

•

Our Simoa HD-X technology and assays were used to measure pTau-217 using antibodies developed by Eli Lilly and Company for its Phase 2 TRAILBLAZER-ALZ study;

•

Instrument installations increased by 32% in 2021 to an aggregate of 708 at year-end; and

•

We welcomed Dr. Toloue, an experienced executive with a high growth track record, as our President of Quanterix and Diagnostics, and after year-end, announced an executive transition in which Mr. Hrusovsky became Executive Chairman and Dr. Toloue became President and Chief Executive Officer on April 25, 2022.

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Compensation Governance Highlights.

	What We Do:			What We Don’t Do:
	Reward performance according to pre-established performance goals			Pay cash incentives if performance levels fall below pre-determined thresholds
	Provide a meaningful portion of the compensation of our Chief Executive Officer and Named Executive Officers through performance-based or at-risk compensation			Permit hedging or pledging of our stock
	Establish stock ownership guidelines for our executive officers			Enter into employment agreements that provide for automatic compensation increases or equity grants
	The Compensation Committee retains an independent compensation consultant			Provide single trigger change of control benefits
	Beginning in 2022, we plan to hold an annual advisory vote on executive compensation			Provide for excessive cash severance
	Cap payouts under our compensation plans to discourage inappropriate risk taking by our executives			Provide our executives with golden parachute tax gross-ups
	Provide for double-trigger change in control severance provisions			Maintain executive pension plans or other retirement programs that are not generally available to all employees

Compensation Program Overview. Our Compensation Committee strives to design and implement executive compensation programs that attract, retain, and motivate our executives, while aligning our executives’ interests with our business strategy and the interests of our stockholders.

The compensation of our named executive officers in 2021 consisted of three main elements:

Element	Award Vehicle	Guaranteed vs. At-Risk	Performance vs. Time-Based
Base Salary	Cash	Guaranteed	Not applicable
Annual Cash Incentive Bonus	Cash	At-Risk	Performance-Based
Long-Term Incentive Equity	Restricted Stock Units (“RSUs”) and Stock Options	At-Risk	Time-Based

2021 Target Pay Mix

Consistent with our philosophy of aligning executive compensation with our short- and long-term performance, and to foster alignment with stockholder interests, our compensation programs are designed to provide a mix of compensation elements. Although we do not have a pre-established policy or target for allocating between the various compensation elements, the allocation is influenced by data from our compensation peer group, our short- and long- term objectives, and factors specific to individual executives.

The following chart depicts the allocation of the compensation elements of our Chief Executive Officer in 2021:

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[MISSING IMAGE: tm223525d1-pc_ceo4clr.jpg]

Notes: The data above reflects the annualized base salary, target amounts for annual cash incentive awards, and value of long term incentive equity awards. It does not reflect the amounts earned or paid out.

Stockholder Advisory Vote on Executive Compensation

Because we were an Emerging Growth Company under SEC rules until December 31, 2021, we have not previously held a non-binding stockholder advisory vote on the compensation of our named executive officers (which we refer to as a Say-on-Pay vote). As described elsewhere in this proxy statement, we
will hold a Say-on-Pay vote with respect to the 2021 compensation of our named executive officers at the Annual Meeting. We also intend to seek Say-on-Pay votes on an annual basis going forward. See “Proposal 2 — Advisory Vote on Approval of Executive Compensation as Disclosed in this Proxy Statement” and “Proposal 3 — Advisory Vote on Approval of the Frequency of Holding an Advisory Vote on the Compensation of our Named Executive Officers” for more information. We value the opinions of our stockholders and will consider the outcome of Say-on-Pay votes when making compensation decisions for our executive officers.

Compensation Overview

Compensation Objectives and Philosophy. The primary objectives of our executive compensation programs are to:

•

attract, retain and motivate the best possible executive talent;

•

ensure executive compensation is aligned with our corporate strategies and business objectives;

•

promote the achievement of key strategic and financial performance measures by linking incentive-based awards to the achievement of measurable corporate and individual performance goals; and

•

align executives’ incentives with the creation of stockholder value.

To achieve these objectives, the Compensation Committee periodically evaluates our executive compensation programs and seeks to set compensation at levels the Compensation Committee believes are necessary to allow us to compete for executive talent with other companies in our industry.

Compensation Process

Role and Authority of the Compensation Committee. The Compensation Committee oversees our executive compensation programs. In this role, the Compensation Committee reviews and approves the compensation of our executive officers. Additional information about the Compensation Committee, including its composition and responsibilities, can be found starting on page 14 of this proxy statement. The Compensation Committee’s practice has been to establish fiscal year base salaries, and to approve annual and long-term incentive awards, on an annual basis. From time-to-time, the Compensation Committee makes other adjustments to individual compensation arrangements due to promotions, changes of responsibilities, or other appropriate circumstances.

Under its charter, the Compensation Committee has delegated authority to award equity grants to the Equity Award Subcommittee of the Compensation Committee (which we refer to as the Equity Award

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Subcommittee). The Equity Award Subcommittee currently consists of Mr. Crandell and Ms. Olson, both of whom qualify as independent directors and non-employee directors under applicable rules. Dr. Walt is not included as a member of the Equity Award Subcommittee in view of certain transactions disclosed under “Certain Relationships and Related Person Transactions” below.

Role of Compensation Consultants. The Compensation Committee retained Pay Governance, LLC (which we refer to as PayGov), as the Compensation Committee’s independent compensation advisor for 2021. Services provided by PayGov included assistance in reviewing trends in executive compensation, selecting our compensation peer group, and designing our executive compensation programs. PayGov also assisted the Compensation Committee in obtaining compensation benchmark data and establishing the target compensation levels of our executive officers. PayGov provides no services to the Company other than those performed on behalf of the Committee. The Compensation Committee considers the independence of its compensation consultant on an annual basis.

Role of Management. The Compensation Committee receives input from our Chief Executive Officer and other members of our senior management team with respect to compensation programs for our executives. The Compensation Committee also receives input from our Chief Executive Officer on the performance of our other executives and on compensation decisions for those executives. The Compensation Committee considers, but is not bound by and does not always accept, the recommendations of our Chief Executive Officer or the other members of our management team with respect to compensation matters. While our Chief Executive Officer and other members of our senior management team typically attend Compensation Committee meetings, the Compensation Committee regularly meets in executive session without management present. Our Chief Executive Officer is not present during voting or deliberations on his compensation. The Compensation Committee also makes compensation decisions with respect to our other executives without them present.

Bases for Our Compensation Policies and Decisions

As a general guideline, the Compensation Committee seeks to establish the target compensation of our executive officers at approximately the median of our peers, assuming that our Company meets the performance targets established for incentive-based programs. An individual executive’s target compensation may be higher or lower than this guideline based on his or her particular background, experience and performance, market factors, and internal equity. These factors are weighed by the Compensation Committee in its judgment, and no one factor takes precedence over the others.

In determining our compensation peer group, the Compensation Committee selects companies that are similar to our Company based on criteria such as industry, market capitalization, revenue and revenue growth, and number of employees. In establishing the fiscal 2021 compensation of our executive officers, the Compensation Committee reviewed our compensation peer group with the assistance of PayGov. The companies in our fiscal 2021 peer group were as follows:

	Axonics Modulation Technologies, Inc.			Luminex Corporation
	CareDx, Inc.			Meridian Bioscience, Inc.
	Castle Biosciences, Inc.			Nanostring Technologies, Inc.
	Codexis, Inc.			Natera Inc.
	Cryoport Systems, Inc.			Pacific Biosystems of California, Inc.
	Fluidigm Corporation			Personalis, Inc.
	GenMark Diagnostics, Inc.			Twist Bioscience Corporation
	Heska Corporation			Veracyte, Inc.

Elements of our Compensation Program

The primary elements of our executive compensation program are:

•

Base salary;

•

Annual Cash Incentive Bonus Programs; and

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•

Long Term Incentive Equity Programs.

The Compensation Committee has not adopted a formal policy for allocating between short- and long-term compensation, between cash and non-cash compensation, or among the different forms of non-cash compensation. Instead, the Compensation Committee, after reviewing information provided by its compensation consultant and other relevant information, determines what it believes to be the appropriate level and mix of compensation components.

Base Salary

Base salaries provide fixed compensation to our executives. Generally, we believe that executive base salaries should be competitive with salaries for executives in similar positions at comparable companies, including those in our compensation peer group. Base salaries are reviewed at least annually by the Compensation Committee and are adjusted from time to time to realign salaries with market levels after considering factors such as individual roles and responsibilities, performance, experience, market conditions, and information from our compensation consultant.

The 2020 and 2021 base salaries for our named executive officers for the 2021 fiscal year were as follows:

Executive	2020 Base Salary			2021 Base Salary			% Change
E. Kevin Hrusovsky		$	552,000		$	600,000		9%
Masoud Toloue(1)			—		$	525,000		—
Michael Doyle(2)			—		$	415,000		—
John Fry		$	354,000		$	364,000		3%
Dawn Mattoon		$	330,000		$	345,000		5%
Amol Chaubal(3)		$	371,000		$	415,000		12%
Shawn Stetson(4)		$	198,000		$	222,390		12%
William Geist(5)		$	400,000		$	400,000		0%

(1)

Dr. Toloue joined the Company as President of Quanterix and Diagnostics on June 9, 2021 and became President and Chief Executive Officer on April 25, 2022.

(2)

Mr. Doyle joined the Company as Chief Financial Officer and Treasurer on July 12, 2021.

(3)

Mr. Chaubal served as our Chief Financial Officer and Treasurer until his resignation on May 11, 2021.

(4)

Mr. Stetson served as our Interim Chief Financial Officer and Treasurer from May 11, 2021 through July 12, 2021. Mr. Stetson’s initial annual base salary for 2020 is reflected in the table above. Mr. Stetson’s 2020 base salary was increased to $213,837 in connection with a promotion to Senior Director and Corporate Controller on July 1, 2020.

(5)

Mr. Geist served as our Chief Operating Officer until his separation from the Company on November 12, 2021.

2021 Annual Cash Incentive Bonus Program

Our 2021 Annual Cash Incentive Bonus Program was designed to encourage our executives, including our named executive officers, to achieve specified corporate and individual performance objectives. The annual cash incentive bonus program emphasizes pay for performance and is intended to align executive compensation with the achievement of specified operating results.

The structure of the 2021 Annual Cash Incentive Bonus Program was as follows:

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[MISSING IMAGE: tm223525d1-fc_target4c.jpg]

For each of our named executive officers, the target award was multiplied by a corporate performance factor and an individual performance factor to arrive at the actual award.

2021 Annual Cash Incentive Bonus Program Target Awards. The Compensation Committee sets individual target awards expressed as a percentage of each participant’s annual base salary earned during the year, using the criteria described above for annual base salary. The target awards are reviewed by the Compensation Committee each year, taking into account market data and annual cash incentive levels for comparable positions at companies in our compensation peer group. For the 2021 annual cash incentive bonus program, the Compensation Committee determined that the target incentive opportunities for our named executive officers other than Dr. Mattoon and Mr. Chaubal should not change from the prior year. The target incentive opportunities for Dr. Mattoon and Mr. Chaubal were increased from 45% to 50% and 45% to 55%, respectively, to be more competitive with the market in which the Company recruits for executive talent and with peer companies. The target awards for Dr. Toloue and Mr. Doyle were established in connection with the commencement of their employment.

Target Awards for our named executive officers for the 2021 fiscal year were established as follows:

Executive	2020 Target Award (% of Base Salary Earned)		2021 Target Award (% of Base Salary Earned)
E. Kevin Hrusovsky		100%		100%
Masoud Toloue(1)		—		100%
Michael Doyle(2)		—		50%
John Fry		50%		50%
Dawn Mattoon		45%		50%
Amol Chaubal(3)		45%		55%
Shawn Stetson(4)		20%		20%
William Geist(5)		50%		50%

(1)

Dr. Toloue joined the Company as President of Quanterix and Diagnostics on June 9, 2021 and became President and Chief Executive Officer on April 25, 2022.

(2)

Mr. Doyle joined the Company as Chief Financial Officer and Treasurer on July 12, 2021.

(3)

Mr. Chaubal served as our Chief Financial Officer and Treasurer until his resignation on May 11, 2021.

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(4)

Mr. Stetson served as our Interim Chief Financial Officer and Treasurer from May 11, 2021 through July 12, 2021.

(5)

Mr. Geist served as our Chief Operating Officer until his separation from the Company on November 12, 2021.

2021 Annual Cash Incentive Bonus Program Corporate Performance Factor. The corporate performance factor was determined as the weighted average of 2021 revenue and gross margin for the Company’s research business (excluding extraordinary items) and corporate strategic objectives as established in connection with the adoption of the program on April 6, 2021. Revenue, gross margin, and strategic objectives contributed 60%, 20%, and 20%, respectively, toward the corporate performance factor, and each ranged between 0.5x for a threshold level of achievement and 1.5x for a maximum level of achievement.

Performance factors were calculated on a sliding scale between the threshold, target, and maximum values, as applicable.

The Corporate Performance Factor included strategic objectives related to:

•

Regulatory approvals and advancement of our proprietary biomarker technology related to our neuro diagnostics business;

•

Label expansion on the EUAs for the Company’s COVID-19 antigen test;

•

Development of the Company’s higher sensitivity instrument platform; and

•

Conversion of existing customers to our HD-X instrument platform.

The neuro diagnostics objective was exceeded, the objectives related to the Company’s COVID-19 assays and higher sensitivity instrument platform were met, and the objective related to customer conversion was not satisfied.

The threshold, target, and maximum goals and the associated payout factors for each performance metric, and the actual performance and performance factors with respect to each such metric as applicable to our named executive officers were as follows:

	Weight	Threshold (0.5x)	Target (1.0x)	Maximum (1.5x)	Actual	Measure	Weighted Payout
Revenue(1)	60%	$91.8 million	$110.2 million	$128.6 million	$105.3 million	0.87	0.522
Gross Margin(1)	20%	52%	56%	60%	55.4%	0.92	0.185
Strategic Objectives	20%	2 of 4 achieved	4 of 4 achieved	All 4 achieved and 3 exceed expectations	3 of 4 achieved, 1 exceeded expectations	0.75	0.150
Total	100%						0.86
						As Adjusted	1.0

(1)

Revenue and gross margin for the Company’s research business, excluding extraordinary items consisting solely of $5.3 million in revenue received in connection with the Rapid Acceleration of Diagnostics (RADx) contract.

The Compensation Committee retained the authority to adjust targets, performance factors and performance awards to take into account other factors such as acquisitions/divestitures, capital raises, peer industry performance and other relevant factors as determined by the Compensation Committee in its sole discretion. In February 2022, the Compensation Committee considered the Company’s performance in 2021, including its performance against the goals and objectives established in connection with the 2021 Annual Cash Incentive Bonus Program described above, as well as other achievements during the year. These other achievements included our successful capital raise, revenue under a contract for which performance had been substantially completed in 2021 but was not recognized until 2022, FDA’s Breakthrough Device

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Designation for our pTau-181 assay, and the strengthening of our management team. Following its review of these other achievements and the Company’s overall positive performance during 2021, the Compensation Committee adjusted the Corporate Performance Factor from 0.86x to 1.0x.

2021 Annual Cash Incentive Bonus Program Individual Performance Factor. The Individual Performance Factor ranged from 0.9x for a minimum level of achievement to 1.1x for a maximum level of achievement. The individual performance factors could not be greater than 1.0x if the corporate performance factor was below 1.0x. Under the terms of the program, the individual performance factor for Mr. Hrusovsky, then our Chief Executive Officer, was fixed at 1.0x. Each of our named executive officers was assigned personal objectives designed to support our corporate goals and objectives and to be consistent with the executive’s roles and responsibilities.

The Individual Performance Factor for each of our named executive officers other than Mr. Stetson was determined by the Compensation Committee based on its assessment of the executive’s individual performance, taking into account the executive’s personal objectives and the recommendation of our Chief Executive Officer (for executives other than himself). For 2021, based on its review of our named executive officers’ respective individual performance, the Compensation Committee established the Personal Performance Factors for our named executive officers as follows: Dr. Toloue 1.0x, Mr. Doyle 1.0x, Mr. Fry 0.95x, and Dr. Mattoon 1.1x. Mr. Doyle established the Personal Performance Factor for Mr. Stetson as 1.05x.

2021 Annual Cash Incentive Program Actual Awards Based on the above, our named executive officers received cash payouts under our 2021 Annual Cash Incentive Bonus Program as follows. Payments were determined based on each individual executive’s base salary earned in 2021:

Executive	Base Salary Earned in 2021 ($)(1)		Target Award (% of Base Salary)		Corporate Performance Factor		Individual Performance Factor		Payment ($)
Kevin Hrusovsky		596,594		100%		1.0x		1.0x		596,594
Masoud Toloue(2)		298,846		100%		1.0x		1.0x		298,846
Michael Doyle(3)		199,519		50%		1.0x		1.0x		99,760
John Fry		364,160		50%		1.0x		0.95x		172,976
Dawn Mattoon		344,491		50%		1.0x		1.1x		189,470
Shawn Stetson(4)		222,226		20%		1.0x		1.05x		46,667

(1)

Represents base salary earned for service in calendar year 2021.

(2)

Dr. Toloue joined the Company as President of Quanterix and Diagnostics on June 9, 2021. Dr. Toloue’s bonus for 2021 was prorated based on his actual base salary earned in 2021.

(3)

Mr. Doyle joined the Company as Chief Financial Officer and Treasurer on July 12, 2021. Mr. Doyle’s bonus for 2021 was prorated based on his actual base salary earned in 2021.

(4)

Mr. Stetson served as our Interim Chief Financial Officer and Treasurer from May 11, 2021 through July 12, 2021.

Messrs. Chaubal and Geist did not receive payments under the 2021 Annual Cash Incentive Bonus Program because they left the Company before year-end.

2021 Long Term Incentive Equity Program

A significant portion of our executive compensation is delivered in the form of long-term equity incentive awards. We believe that equity-based grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, the vesting feature of the equity grants furthers our goal of executive retention by providing an incentive to our executives to remain in our employ during the vesting period. All grants of equity-based awards to our executives are approved by the Equity Award Subcommittee of the Compensation Committee, and are made pursuant to our 2017 Employee, Director and Consultant Equity

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Incentive Plan. In determining the size of equity-based awards to our executives, the Equity Award Subcommittee considers factors such as scope of responsibility, the applicable executive’s performance, the amount of equity previously awarded to the executive, the vesting of such awards, the recommendations of our Chief Executive Officer and market data provided by the Compensation Committee’s independent consultant.

We have historically granted equity awards in the form of stock options and RSUs. We believe that stock options, which are granted with an exercise price equal to the fair market value of our common stock on the grant date, provide an appropriate long-term incentive for our executives because stock options reward our executives only to the extent our stock price increases over time. Likewise, we believe that RSUs, the value of which tends to be subject to less variation than stock options, encourage our executives to take actions which foster long-term stock price appreciation while also fostering retention.

The Equity Award Subcommittee approved 2021 Long Term Incentive Equity awards for our named executive officers other than Mr. Stetson on February 8, 2021 and for Mr. Stetson on February 10, 2021, as set forth in the following table:

Executive

2020
Award
Value ($)

2021 Award
Value ($)

Number of
Stock Options

Number of
RSUs

SEC Form DEF 14A filed by Quanterix Corporation