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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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August 25, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 annual meeting of stockholders of Quanterix Corporation (including any adjournments or postponements of such meeting, the “Annual Meeting”) to be held virtually via the Internet at 9:00 a.m. ET, on September 23, 2025, at www.cesonlineservices.com/qtrxam_vm. The virtual nature of the Annual Meeting is designed to enable access by more of our stockholders while decreasing the cost of conducting the Annual Meeting in person. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/qtrxam_vm by 9:00 a.m. ET, on September 22, 2025. You will not be able to attend the Annual Meeting in person. If the Annual Meeting is adjourned for any reason, then proxies submitted may be used at any adjournment of the Annual Meeting.

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 (the “Proxy Statement”).

At the Annual Meeting, stockholders will vote (i) to elect three director nominees to our Board of Directors to serve three-year terms expiring at the annual meeting of stockholders in 2028 or until their successors are duly elected and qualified, (ii) to approve, on an advisory basis, the compensation of the Company’s named executive officers, (iii) to ratify, on an advisory basis, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (iv) to approve an amendment to our amended and restated certificate of incorporation (our “Charter”) to declassify our Board of Directors, (v) to approve an amendment to our Charter to eliminate the supermajority stockholder vote requirement to amend certain provisions of our Charter and (vi) to approve an amendment to our Charter to eliminate the supermajority stockholder vote requirement for stockholders to amend our restated bylaws. Such other business may be transacted as may properly come before the Annual Meeting. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN ACCORDANCE WITH ITS RECOMMENDATION ON EACH OF THE PROPOSALS USING THE ENCLOSED PROXY CARD.

We hope you will be able to attend the Annual Meeting virtually. 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,
				Masoud Toloue, Ph.D. President and Chief Executive Officer

If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:

430 Park Avenue, 14th Floor
New York, New York 10022
Stockholders Call Toll Free: (800) 662-5200
Brokers and Banks may call collect: (203) 658-9400
Email: qtrx@info.sodali.com

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QUANTERIX CORPORATION

900 Middlesex Turnpike
Billerica, Massachusetts 01821

August 25, 2025

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TIME: 9:00 a.m. ET

DATE: September 23, 2025

ACCESS: The 2025 annual meeting of stockholders (including any adjournments or postponements of such meeting, the “Annual Meeting”) of Quanterix Corporation (“Quanterix” or the “Company”) will be held virtually via the Internet at www.cesonlineservices.com/qtrxam_vm. The Annual Meeting will be held solely by means of remote communication via the Internet. There will not be a physical location. Stockholders will be able to virtually attend and to vote at the Annual Meeting via the Annual Meeting website. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/qtrxam_vm by 9:00 a.m. ET, on September 22, 2025.

PURPOSES: At the Annual Meeting, stockholders will vote:

To elect three director nominees to the Company’s Board of Directors (the “Board”) to serve three-year terms expiring at the annual meeting of stockholders in 2028 or until their successors are duly elected and qualified;

To approve, on an advisory basis, the compensation of the Company’s named executive officers;

To ratify, on an advisory basis, the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

To approve an amendment to our amended and restated certificate of incorporation (our “Charter”) to declassify our Board;

To approve an amendment to our Charter to eliminate the supermajority stockholder vote requirement to amend certain provisions of our Charter;

To approve an amendment to our Charter to eliminate the supermajority stockholder vote requirement for stockholders to amend our restated bylaws (our “Bylaws”); and

Stockholders will also transact such other business that is properly presented at the Annual Meeting.

WHO MAY VOTE:

You may vote if you were the record owner of Quanterix Corporation common stock at the close of business on July 31, 2025. A list of stockholders of record will be available 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 virtually attend the Annual Meeting. Whether you plan to attend the Annual Meeting virtually or not, we urge you to vote by completing, signing and dating the enclosed proxy card and promptly mailing it in the postage prepaid envelope provided or following the instructions on the enclosed proxy card to vote via the Internet or by telephone. Returning your proxy card will not prevent you from attending the Annual Meeting but will ensure that your vote is counted if you are unable to attend. Even if you submit a vote prior to the Annual Meeting, you will still have an opportunity to change your earlier vote and vote again during the Annual Meeting.

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				BY ORDER OF THE BOARD OF DIRECTORS
				Laurie A. Churchill General Counsel and Secretary

If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:

430 Park Avenue, 14th Floor
New York, New York 10022
Stockholders Call Toll Free: (800) 662-5200
Brokers and Banks may call collect: (203) 658-9400
Email: qtrx@info.sodali.com

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QUANTERIX CORPORATION
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 23, 2025

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	Page
Proxy Summary		5
Important Information About the Annual Meeting and Voting		10
Proposal No. 1: Election of Directors		18
Management and Corporate Governance		20
Proposal No. 2: Advisory Vote on Approval of Executive Compensation		30
Compensation Committee Report		31
Compensation Discussion and Analysis		32
Executive Officer and Director Compensation		42
Equity Compensation Plan Information		53
Security Ownership of Certain Beneficial Owners and Management		54
Proposal No. 3: Ratification of the Appointment of Independent Registered Public Accounting Firm		56
Report of Audit Committee		57
Delinquent Section 16(a) Reports		58
Certain Relationships and Related Person Transactions		59
Proposal No. 4: Approval of an Amendment to our Charter to Declassify our Board		61
Proposal No. 5: Approval of an Amendment to our Charter to Eliminate the Supermajority Stockholder Vote Requirement to Amend Certain Provisions of our Charter		62
Proposal No. 6: Approval of an Amendment to our Charter to Eliminate the Supermajority Stockholder Vote Requirement for Stockholders to Amend our Bylaws		62
Partial Stockholder Approval of Charter Amendment Proposals		64
Additional Information Regarding our Independent Registered Public Accounting Firm		65
Corporate Code of Conduct and Ethics		68
Additional Information		69
Other Matters		69
Stockholder Proposals and Nominations for Director		70

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PROXY SUMMARY

This proxy statement (this “Proxy Statement”), along with the accompanying notice of the 2025 annual meeting of stockholders (the “Notice”), contains information about the 2025 annual meeting of stockholders of Quanterix Corporation (including any adjournments or postponements of such meeting, the “Annual Meeting”) to be held virtually via the Internet at 9:00 a.m. ET, on September 23, 2025, at www.cesonlineservices.com/qtrxam_vm. The Annual Meeting will be held in a virtual meeting format only. If the Annual Meeting is adjourned for any reason, then proxies submitted may be used at any adjournment of the Annual Meeting.

In this Proxy Statement, we refer to Quanterix Corporation as “Quanterix,” “the Company,” “we” and “us.” We refer to our amended and restated certificate of incorporation as our “Charter” and our restated bylaws as our “Bylaws.”

Information About the Annual Meeting

You have received these proxy materials because our Board of Directors (the “Board”) is soliciting your proxy to vote your shares during the Annual Meeting. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in deciding how to vote your shares, and you should read this entire Proxy Statement carefully before voting.

Date and Time: 9:00 a.m. (Eastern Time) on September 23, 2025

Place: Virtual meeting format, via live webcast. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/qtrxam_vm by 9:00 a.m. ET, on September 22, 2025

Record Date: July 31, 2025

Proxy Voting: Whether you plan to attend the Annual Meeting virtually or not, we urge you to vote by completing, signing and dating the enclosed proxy card and promptly mailing it in the postage prepaid envelope provided or following the instructions on the enclosed white proxy card to vote via the Internet or by telephone. Returning your proxy card will not prevent you from attending the Annual Meeting but will ensure that your vote is counted if you are unable to attend. Even if you submit a vote prior to the Annual Meeting, you will still have an opportunity to change your earlier vote and vote again during the Annual Meeting. More information on voting your proxy card and attending the Annual Meeting can be found in this Proxy Statement.

You can find a copy of our 2024 Annual Report, which includes our financial statements, on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov, or in the “SEC Filings” section of our website at www.quanterix.com. You may also obtain a printed copy of our 2024 Annual Report, 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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Matters to be Voted On

At the Annual Meeting, the holders of our common stock, par value $0.001 per share (our “Common Stock”), will be asked to vote upon the following matters:

	Board Recommendation	Page
Proposal No. 1 — Election of three director nominees to our Board to serve three-year terms expiring at the annual meeting of stockholders in 2028 or until their successors are duly elected and qualified	FOR EACH OF OUR BOARD’S THREE NOMINEES: Myla Lai-Goldman, M.D.Masoud Toloue, Ph.D. David Walt, Ph.D.	18
Proposal No. 2 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers	FOR	30
Proposal No. 3 — Ratification, on an advisory basis, of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025	FOR	56
Proposal No. 4 — Approval of an amendment to our Charter to declassify our Board	FOR	61
Proposal No. 5 — Approval of an amendment to our Charter to eliminate the supermajority stockholder vote requirement to amend certain provisions of our Charter; and	FOR	62
Proposal No. 6 — Approval of an amendment to our Charter to eliminate the supermajority stockholder vote requirement for stockholders to amend our Bylaws.	FOR	62

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Stockholders of record at the close of business July 31, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting.

Corporate Governance Highlights

✓

Independent Chair and CEO roles

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Board comprised of industry leaders with experience in healthcare, diagnostics, research and development, capital markets, M&A and finance and capital management

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Average director tenure of four years

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High levels of director engagement, including all incumbent directors attending at least 75% of Board meetings in 2024

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Fully independent Audit, Compensation and Nominating and Governance Committees

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Audit Committee comprised of three financial experts, as that term is defined in rules promulgated by the SEC

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Ongoing evaluation of executive compensation strategy, led by the Compensation Committee

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Commitment to governance best practices and emerging trends, led by the Nominating and Governance Committee

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Annual Board and Board committee self-evaluations

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Commitment to proactive stockholder engagement

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No stockholder rights plan

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No stock hedging or pledging permitted by directors and officers

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Stock ownership guidelines applicable to tenured directors and executive officers to ensure long-term investment in the Company

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Annual say-on-pay vote

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Corporate Code of Conducts and Ethics to guide decision-making when conducting the Company’s business and performing day-to-day duties

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Board Highlights

The Board has nominated a slate comprised of three talented directors with skill sets, experiences and professional backgrounds representing perspectives and characteristics that are particularly relevant to Quanterix’s business and strategic objectives, as reflected in their biographies in “Proposal No. 1 — Election of Directors.”

				STANDING COMMITTEES
Name	Primary Occupation	Age	Director Since	Audit	Compensation	Nominating and Governance
Masoud Toloue, Ph.D.	Chief Executive Officer, Quanterix Corporation	45	2022
William P. Donnelly	Lead Independent Director, Ingersoll Rand Former EVP, Mettler-Toledo International Inc.	64	2023
Jeffrey T. Elliott	Former Chief Financial Officer, Exact Sciences Corp.	47	2024
Karen A. Flynn	Former Chief Commercial Officer, Catalent, Inc.	62	2022
Myla Lai-Goldman, M.D.	Former Chief Executive Officer and President and current Chair of GeneCentric Therapeutics, Inc.	67	2025
Ivana Magovčević-Liebisch, Ph.D., J.D.	President and Chief Executive Officer, Vigil Neuroscience, Inc.	58	2024
Paul M. Meister	Co-Founder and Chief Executive Officer, Liberty Lane Partners, LLC	72	2013
Scott Mendel	Former President and Chief Executive Officer, GenMark Diagnostics, Inc.	58	2025
David R. Walt, Ph.D.	Hansjörg Wyss Professor of Biologically Inspired Engineering and Professor of Pathology, Harvard Medical School	72	2017

Chairperson [MISSING IMAGE: ic_member-4c.jpg]

Member

Commitment to Ongoing Stockholder Engagement

Quanterix is committed to having regular and meaningful engagement with our stockholders in order to obtain their insight and perspectives on our business, strategy, executive compensation, corporate governance and other issues that are important to them. Feedback from our investors informs our Board’s deliberations. This collaborative relationship is a key part of our philosophy, and we will continue to seek opportunities to maintain a dialogue with our investors.

Throughout the year, we regularly participate in conferences and other public events where we meet with stockholders and analysts to share our perspectives and solicit their feedback on our performance, strategy and other topics. Feedback and ideas received from these events and meetings are shared with our Board on an ongoing basis. We also engage with our stockholders on an ad hoc basis around quarterly earnings calls, annual meetings of stockholders and other corporate events.

Over the course of 2024, members of our Board and management team met with approximately 12 of our 20 largest investors representing approximately 47% of the outstanding shares of Common Stock as of December 31, 2024.

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The Board regards engagement with stockholders as one of its core responsibilities as fiduciaries, and the Board and management team are committed to building and maintaining meaningful relationships with our investors. We encourage our stockholders to communicate with us to share their perspectives and feedback, which we use to inform and enhance the Board’s deliberations. We maintain several means for stockholders and others to communicate directly with us and to engage, ask questions and provide input:

•

Participation in our annual meetings;

•

Participation in our regular investor engagement activities; and

•

Communication with our Board, non-management members of our Board as a group, or a specific member of our Board (including the Chair of our Board) by sending a written communication addressed to our Corporate Secretary (the “Corporate Secretary”) by mail to Quanterix Corporation, 900 Middlesex Turnpike Building 1, Billerica, Massachusetts 01821. All communications will be reviewed and provided to the members of the Board unless such communications are unsolicited items, sales materials or other routine items or items unrelated to the duties and responsibilities of the Board or are otherwise determined to be frivolous, irrelevant, threatening, illegal or similarly unsuitable.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why is the Company soliciting my proxy?

Our Board is soliciting your proxy to vote at 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 2024 Annual Report because you were a holder of our Common Stock as of the Record Date. We intend to commence distribution of the Notice, and, if applicable, proxy materials to stockholders on or about August 25, 2025.

What is a proxy?

A proxy is a person or entity (e.g., a broker) that you legally designate to vote the shares of Common Stock that you own. If you designate a person or entity as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has designated Masoud Toloue and Laurie Churchill as the Company’s proxies for the Annual Meeting.

Who may vote at the Annual Meeting?

Only stockholders who owned our Common Stock at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, 46,465,915 shares of our Common Stock were outstanding and entitled to vote. Our Common Stock is our only class of voting stock.

You do not need to virtually 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.

Stockholder of Record: Shares Registered in Your Name. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting, or vote in advance through the Internet, by telephone or by mail.

Beneficial Owner: Shares Registered in the Name of a Broker. If your shares are held in an account with a broker, then you are the beneficial owner of such shares, which are held in “street name.” As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account, and your broker, bank or other nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. Because the broker, bank or other nominee that holds your shares is the stockholder of record, if you wish to attend the Annual Meeting and vote your shares, you must obtain a valid proxy from the firm that holds your shares giving you the right to vote the shares at the Annual Meeting.

How do I vote and how many votes do I have?

If you are a stockholder of record as of the Record Date, you are entitled to receive notice of, and cast a vote at, the Annual Meeting. Each holder of our Common Stock is entitled to cast one vote on each matter properly brought before the Annual Meeting for each share of our Common Stock that such holder owned of record as of the Record Date. You may submit your proxy before the Annual Meeting in one of the following ways:

•

Vote by Telephone: To vote by telephone, you will need to use the control number provided to you in the materials included with this Proxy Statement and follow the voting instructions as indicated on the enclosed proxy card.

•

Vote via the Internet: To vote via the Internet, you will need to use the control number provided to you in the materials included with this Proxy Statement and follow the additional steps when prompted.

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The steps have been designed to authenticate your identity, allow you to give voting instructions and confirm that those instructions have been recorded properly.

•

Vote by Mail: To vote by mail, you will need to complete, sign and date the accompanying proxy card and return it as soon as possible before the Annual Meeting in the enclosed postage-paid envelope.

Votes submitted through the Internet or by telephone must be received by 11:59 p.m. ET, on September 22, 2025. Submitting your proxy, whether through the Internet, by telephone or by mail will not prevent a stockholder from attending the Annual Meeting, revoking their earlier-submitted proxy and voting in person. If you are not the stockholder of record, please refer to the voting instructions provided by your broker, bank or other nominee to direct it on how to vote your shares. For Proposal No. 1, you may either vote “FOR” or withhold your vote from each nominee to the Board. For Proposal Nos. 2 – 6, you may vote “FOR” or “AGAINST” each such proposal or “ABSTAIN” from voting on each such proposal. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote on the enclosed proxy card as soon as possible to ensure that your vote is counted.

If your shares are held in “street name,” you will receive voting instructions from your broker, bank or other nominee. Your broker, bank or other nominee is required to vote those shares in accordance with your instructions. If you do not instruct your broker, bank or other nominee how to vote your shares, then your broker, bank or other nominee will not be able to vote your shares with respect to Proposal Nos. 1, 2, 4, 5 or 6. As Proposal No. 3 is a routine matter, brokers will have discretionary authority (as described below under “What is a broker non-vote?”) to vote your shares with respect to Proposal No. 3. We urge you to instruct your broker, bank or other nominee, by following the instructions on the enclosed proxy card, to vote your shares in accordance with our Board’s recommendations on the enclosed proxy card, whether or not you plan to attend the Annual Meeting.

How will shares be voted by the proxy card?

The shares represented by any proxy card that is properly executed and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications made on such proxy card.

If you return a validly executed and dated proxy card without indicating how your shares should be voted on one or more matters and you do not revoke your proxy, your proxy will be voted in accordance with the recommendations of our Board as to each such matter. Our Board recommends voting as follows: “FOR” the election of the three director nominees recommended by our Board as set forth on the proxy card: Myla Lai-Goldman, M.D., Masoud Toloue, Ph.D. and David Walt, Ph.D. (Proposal No. 1) and “FOR” each of the other proposals (Proposal Nos. 2 – 6).

Our Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this Proxy Statement. If any other matter is presented at the Annual Meeting upon which a vote may be properly taken, shares represented by all proxy cards received by the Company will be voted with respect thereto at the discretion of the persons named as proxies on the enclosed proxy card.

What if I receive more than one proxy card or set of proxy materials from the Company?

If your shares are held in more than one account, you will receive more than one proxy card, and in that case, you can and are urged to vote all of your shares by signing, dating and returning all proxy cards you receive from the Company in the postage-paid envelope provided. If you choose to vote by telephone or via the Internet, please vote using each proxy card you receive to ensure that all of your shares are voted. Only your latest-dated proxy for each account will count. Please sign each proxy card exactly as your name or names appear on such proxy card. For joint accounts, each owner should sign the proxy card. When signing as an executor, administrator, attorney, trustee, guardian or other representative, please print your full name and title on the proxy card.

What happens if I return a proxy card with voting instructions “FOR” fewer than three candidates for Proposal No. 1?

An “under-vote” occurs when a stockholder submits fewer votes “FOR” director nominees than there are director seats up for election. To the extent an under-vote (i.e., voting “FOR” with respect to at least one

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and fewer than three nominees on Proposal No. 1) occurs on any stockholder’s proxy card, your shares will only be voted “FOR” those nominees you have so marked and “WITHHOLD” for all other nominees.

How do I attend the Annual Meeting?

In order to virtually attend the Annual Meeting, you (or your authorized representative) must register in advance at www.cesonlineservices.com/qtrxam_vm prior to the deadline of September 22, 2025 at 9:00 a.m. ET. If you were a stockholder of record as of the close of business on the Record Date, you may register to virtually attend the Annual Meeting by accessing www.cesonlineservices.com/qtrxam_vm. Please have your proxy card containing your control number available and follow the instructions to complete your registration request. After registering, you will receive a confirmation email with a link and instructions for accessing the Annual Meeting. Please verify that you have received the confirmation email in advance of the Annual Meeting, including the possibility that it may be in your spam or junk folder. Requests to register to participate in the Annual Meeting must be received no later than 9:00 a.m. ET, on September 22, 2025.

If you do not have your proxy card, you may still register to virtually attend the Annual Meeting by accessing www.cesonlineservices.com/qtrxam_vm, but you will need to provide proof of ownership of our Common Stock as of the Record Date during the registration process. Such proof of ownership may include a statement showing your ownership as of the Record Date.

After registering, you will receive a confirmation email prior to the Annual Meeting with a link and instructions for entering the virtual Annual Meeting. Although the meeting webcast will begin at 9:00 a.m. ET, on September 23, 2025, we encourage you to access the meeting site prior to the start time to allow ample time to log into the meeting webcast and test your computer system. Accordingly, the Annual Meeting site will first be accessible to registered stockholders beginning at 8:30 a.m. ET, on September 23, 2025, the day of the Annual Meeting.

All stockholders who register to virtually attend the Annual Meeting will receive an email prior to the Annual Meeting containing the contact details of technical support in the event that they encounter difficulties accessing the virtual meeting or during the meeting. Stockholders are encouraged to contact technical support if they encounter any technical difficulties with the meeting webcast. In the event of any technical disruptions that prevent the chair from hosting the Annual Meeting within 30 minutes of the date and time set forth above, the meeting may be adjourned or postponed.

If you hold shares in “street name,” you must obtain a “legal proxy” from your broker, bank or other nominee in order to virtually attend the Annual Meeting.

Even if you plan to virtually attend the Annual Meeting, we recommend that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend the Annual Meeting.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the proposals described in this Proxy Statement, set forth below:

Election of three director nominees to our Board to serve three-year terms expiring at the annual meeting of stockholders in 2028 or until their successors are duly elected and qualified;

Approval, on an advisory basis, of the compensation of the Company’s named executive officers;

Ratification, on an advisory basis, of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

Approval of an amendment to our Charter to declassify our Board;

Approval of an amendment to our Charter to eliminate the supermajority stockholder vote requirement to amend certain provisions of our Charter; and

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Approval of an amendment to our Charter to eliminate the supermajority stockholder vote requirement for stockholders to amend our Bylaws.

In addition, we will consider any other matters that are properly presented for a vote at the Annual Meeting. If any other matter is presented at the Annual Meeting upon which a vote may be properly taken, shares represented by all proxy cards received by the Company will be voted with respect thereto at the discretion of the persons named as proxies on the enclosed proxy card. 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.

What are the Board’s recommendations?

The Board recommends that you vote as follows:

•

“FOR” the election of Quanterix’s three nominees for director — Myla Lai-Goldman, M.D., Masoud Toloue, Ph.D. and David Walt, Ph.D. — to our Board to serve three-year terms expiring at the annual meeting of stockholders in 2028 or until their successors are duly elected and qualified;

•

“FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers;

•

“FOR” the ratification, on an advisory basis, of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

•

“FOR” the approval of an amendment to our Charter to declassify our Board;

•

“FOR” the approval of an amendment to our Charter to eliminate the supermajority stockholder vote requirement to amend certain provisions of our Charter; and

•

“FOR” the approval of an amendment to our Charter to eliminate the supermajority stockholder vote requirement for stockholders to amend our Bylaws.

What vote is required to approve each proposal and how are votes counted?

Proposal	Vote Required for Approval	Effect of Abstentions, Withhold Votes and Broker Non-Votes
Proposal No. 1 Election of three director nominees to our Board to serve three-year terms expiring at the annual meeting of stockholders in 2028 or until their successors are duly elected and qualified	The three director nominees who receive the most votes (also known as a “plurality” of the votes cast) will be elected. Under our recently-amended Bylaws, directors shall be elected by the vote of the majority of the votes cast other than in a contested election of directors, in which case directors shall be elected by a plurality vote. As discussed in detail below in “Proposal No. 1 — Election of Directors,” the election of directors at the Annual Meeting is considered to be a contested election (as defined in our Bylaws), therefore, directors shall be elected by a plurality vote.	A “WITHHOLD” vote will not count either for or against the nominee and will have no effect on the outcome of the election of directors. Broker discretionary voting is not permitted. Broker non-votes, if any, will have no effect on the outcome of this proposal. Votes may not be cumulated.
Proposal No. 2 Approval, on an advisory basis, of the compensation of the Company’s named executive officers	Requires the affirmative vote of a majority of the votes cast affirmatively or negatively for this proposal. Although this advisory vote is	Abstentions and broker non-votes (if any) will have no effect on the results of this vote. Broker discretionary voting is not permitted.

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Proposal	Vote Required for Approval	Effect of Abstentions, Withhold Votes and Broker Non-Votes
	non-binding, the Compensation Committee of our Board and our Board will review the voting results and may take them into consideration when making future decisions regarding executive compensation.
Proposal No. 3 Ratification, on an advisory basis, of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025	Requires the affirmative vote of a majority of the votes cast affirmatively or negatively for this proposal. 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 KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, the Audit Committee of our Board will reconsider its appointment.	Abstentions will have no effect on the results of this vote. Broker discretionary voting may not be permitted. As the proposal to ratify the appointment of an independent registered public accounting firm is considered a routine matter, broker discretionary voting will be permitted, and there will be no broker non-votes with respect to this matter.
Proposal No. 4 Approval of an amendment to our Charter to declassify our Board	Requires the affirmative vote of the holders of shares of voting stock of Quanterix representing at least seventy-five percent (75%) of the voting power of all of the then-outstanding shares of the capital stock of Quanterix entitled to vote generally in the election of directors, voting together as a single class.	Abstentions and broker non-votes (if any) will have the effect of a vote “AGAINST” this proposal. Broker discretionary voting is not permitted.
Proposal No. 5 Approval of an amendment to our Charter to eliminate the supermajority stockholder vote requirement to amend certain provisions of our Charter	Requires the affirmative vote of the holders of shares of voting stock of Quanterix representing at least seventy-five percent (75%) of the voting power of all of the then-outstanding shares of the capital stock of Quanterix entitled to vote generally in the election of directors, voting together as a single class.	Abstentions and broker non-votes (if any) will have the effect of a vote “AGAINST” this proposal. Broker discretionary voting is not permitted.
Proposal No. 6 Approval of an amendment to our Charter to eliminate the supermajority stockholder vote requirement for stockholders to amend our Bylaws	Requires the affirmative vote of the holders of shares of voting stock of Quanterix representing at least seventy-five percent (75%) of the voting power of all of the then-outstanding shares of the capital stock of Quanterix entitled to vote generally in the election of directors, voting together as a single class.	Abstentions and broker non-votes (if any) will have the effect of a vote “AGAINST” this proposal. Broker discretionary voting is not permitted.

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What is a broker non-vote?

In accordance with the rules of the New York Stock Exchange (which apply to brokers who have record ownership of listed company stock, including stock such as ours that is listed on the Nasdaq Stock Market (“Nasdaq”)), brokers generally have authority to vote on “routine” proposals, such as the ratification of auditors, when they have not received instructions from beneficial owners. However, they are precluded from exercising their voting discretion with respect to the election of directors and other non-routine matters.

A “broker non-vote” occurs 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.

At the Annual Meeting, we expect that brokers will have discretionary authority to vote shares on the ratification, on an advisory basis, of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025 (Proposal No. 3). We do not expect that brokers will have discretionary authority on the remainder of the proposals, and therefore broker non-votes may occur as to these other proposals if voting instructions are not provided by beneficial owners.

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 and how many votes do I have?” If your shares are held in “street name” and you do not provide voting instructions to the broker, bank or other nominee that holds your shares as described above, such firm may not have the authority to vote your shares with respect to any of the proposals. Please see “What is a broker non-vote?” for more information. Therefore, we encourage you to provide voting instructions to your broker, bank or other nominee. This ensures your shares will be voted at the Annual Meeting and in the manner you desire.

May I change or revoke my proxy?

A stockholder of record who has given a proxy may change or revoke it at any time before the closing of the polls by the inspector of elections at the Annual Meeting. You may change or revoke your proxy in any one of the following ways:

•

by signing and delivering a proxy card with a date later than that of your previously delivered proxy;

•

by re-voting by Internet or by telephone;

•

by notifying our Corporate Secretary in writing at 900 Middlesex Turnpike Building 1, Billerica, Massachusetts 01821 prior to the date of the Annual Meeting that you have revoked your proxy; or

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by virtually attending the Annual Meeting and voting online. Simply attending the Annual Meeting without affirmatively voting will not, by itself, revoke your proxy.

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

Please note, however, that if your shares are held in “street name” and you wish to revoke a proxy, you must contact your broker, bank or other nominee to revoke or change any prior voting instructions. A revocation of a proxy submitted through the Internet or by telephone must be received by 11:59 p.m. ET, on September 22, 2025. A revocation submitted through the mail must be received by the close of business on September 22, 2025 in order to be counted.

Whether or not you plan to attend the Annual Meeting, we urge you to sign, date and return the enclosed proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the proxy card.

May I ask questions at the Annual Meeting and, if so, who will be available to answer?

Yes. We will provide our stockholders the opportunity to ask questions and make statements. The question and answer session will be conducted in accordance with certain Rules of Conduct. These Rules of Conduct will be made available at www.cesonlineservices.com/qtrxam_vm during the Annual Meeting and may include certain procedural requirements.

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What happens if the Annual Meeting is adjourned?

Unless a new record date is fixed, your proxy will still be valid and may be used to vote your shares of Common Stock at the adjourned Annual Meeting. You will still be able to change or revoke your proxy until it is used to vote your shares.

Who counts the votes?

Representatives of First Coast Results, Inc. will count the votes and serve as the independent inspector of election at the Annual Meeting.

What is the deadline for voting?

The deadline for voting by telephone or electronically is 11:59 p.m. ET on September 22, 2025. You may vote your shares during the Annual Meeting by following the instructions provided at www.cesonlineservices.com/qtrxam_vm.

Where can I find the voting results of the Annual Meeting?

Voting results will be tabulated and certified by First Coast Results, Inc., the inspector of elections appointed for the Annual Meeting. The preliminary voting results are expected to be announced at the Annual Meeting. The final results will be tallied by the inspector of elections 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.

Who is soliciting proxies for the Annual Meeting with this Proxy Statement and who is paying for the solicitation?

Our Board, on behalf of the Company, is soliciting your proxy to vote your shares of our Common Stock on all matters scheduled to come before the Annual Meeting, whether or not you attend the Annual Meeting. By completing, signing, dating and returning the enclosed proxy card, or by submitting your proxy and voting instructions via the Internet or by telephone, you are authorizing the proxy holders to vote your shares of our Common Stock at the Annual Meeting as you have instructed.

In addition to these proxy materials, our directors and employees may solicit proxies on behalf of our Board in person, by telephone, by fax, by email or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies.

We will pay for the entire cost of this solicitation.

We have engaged Sodali & Co (“Sodali”) to assist in the solicitation of proxies and related advisory services for the Annual Meeting. We estimate that we will pay Sodali a fee of approximately $100,000, plus reimbursement for certain out-of-pocket fees and expenses. We have also agreed to indemnify Sodali against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). We may incur additional fees if we request additional services.

We will ask banks, brokers and other nominees in whose names shares of our Common Stock are registered to furnish the proxy materials, including the enclosed proxy card, the Notice and the 2024 Annual Report 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.

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Householding of Annual Disclosure Documents

SEC rules concerning the delivery of annual disclosure documents allow us or your broker, bank or other nominee 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, bank or nominee 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 the Company’s Investor Relations department at https://ir.quanterix.com/investor-resources/contact-ir.

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:

If your shares are registered in your own name, please contact the Company’s Investor Relations department at https://ir.quanterix.com/investor-resources/contact-ir, and inform them of your request.

If a broker, bank or other nominee holds your shares, please contact such broker, bank or other nominee directly and inform them of your request.

Whom should I contact with questions?

If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:

430 Park Avenue, 14th Floor
New York, New York 10022
Stockholders Call Toll Free: (800) 662-5200
Brokers and Banks may call collect: (203) 658-9400
Email: qtrx@info.sodali.com

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PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our Board of Directors currently consists of nine members, classified as follows: (1) Jeffrey Elliott, Karen Flynn and Scott Mendel constitute Class I with a term ending at the 2027 annual meeting of stockholders (the “2027 Annual Meeting”); (2) Myla Lai-Goldman, M.D., Masoud Toloue, Ph.D. and David Walt, Ph.D. constitute Class II with a term ending at this upcoming 2025 Annual Meeting; and (3) William Donnelly, Ivana Magovčević-Liebisch, Ph.D., J.D. and Paul Meister constitute Class III with a term ending at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”). In connection with the closing of our acquisition of Akoya Biosciences, Inc. (“Akoya”) on July 8, 2025, Martin Madaus, Ph.D. and Sarah Hlavinka resigned from our Board and each committee of the Board on which they served, and the Board appointed former Akoya directors, Scott Mendel and Myla Lai-Goldman, M.D., respectively, to fill the open positions.

Currently at each annual meeting of stockholders, directors are elected for a term of three years to succeed those directors whose terms are expiring. If our stockholders vote to approve Proposal No. 4, then we will initiate a phased-in elimination of the classified structure of our Board, and beginning at our 2028 annual meeting of stockholders (the “2028 Annual Meeting”), each director will be elected for a one-year term.

Upon the recommendation of the Nominating and Governance Committee of the Board of Directors, our Board has voted to nominate Myla Lai-Goldman, M.D., Masoud Toloue, Ph.D. and David Walt, Ph.D. for election at the Annual Meeting as Class II directors for a term of three years to serve until the 2028 Annual Meeting and until their respective successors are elected and qualified or until their earlier resignation or removal. Additional information regarding the Board’s director nominees is set forth below.

Our Bylaws provide that directors shall be elected by the vote of the majority of the votes cast other than in a contested election of directors, as defined in our Bylaws, in which case directors shall be elected by a plurality vote. Under our Bylaws, a contested election of directors occurs when (i) the Secretary of the Company receives a notice that a stockholder has nominated or intends to nominate a person for election to the Board in compliance with the requirements for stockholder nominees for director under the Bylaws and (ii) such nomination notice has not been withdrawn by such stockholder as of the last date on which stockholder nominees for director may be submitted in accordance with the Bylaws.

On each of February 28, 2025 and July 10, 2025, Kent Lake Partners LP (together with its affiliates and associates, “Kent Lake”) provided notice to the Corporate Secretary that Kent Lake intended to nominate three candidates for election to our Board at the Annual Meeting. On August 4, 2025, Kent Lake withdrew the notices provided on February 28, 2025 and July 10, 2025. Because Kent Lake withdrew the Nomination Notice subsequent to the last date on which stockholder nominees for director may be submitted for election at the Annual Meeting in accordance with the Bylaws, the election of directors at the Annual Meeting will be conducted under a plurality vote standard. The three nominees for election to the Board at the Annual Meeting who receive the highest number of affirmative votes properly cast will be elected, provided that a quorum is present at the Annual Meeting. Stockholders are not permitted to cumulate their votes for the election of directors.

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy card will be voted FOR the election of Myla Lai-Goldman, M.D., Masoud Toloue, Ph.D. and David Walt, Ph.D. as directors. Each of the Board’s director nominees has consented to being named in this Proxy Statement and agreed to serve if elected. However, if any of the Board’s director nominees is unable to serve or for good cause will not serve as a director, the Board may choose a substitute nominee. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and agreed to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the SEC. The persons named as proxies on the enclosed proxy card will vote for the Company’s remaining nominees and substitute nominees chosen by the Board.

Cooperation Agreement

On August 4, 2025, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Kent Lake, pursuant to which, among other things, (i) the Company agreed to appoint one new

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independent director by December 1, 2025, which director is to be identified through a comprehensive search process in which both Kent Lake and the Board shall have meaningful participation, (ii) the Company agreed to seek approval at the Annual Meeting to declassify the Board and (iii) Company agreed to take all necessary actions to amend the Bylaws prior to the Annual Meeting to adopt a majority voting standard for uncontested director elections, with a plurality voting standard for contested director elections (which amendment to the Bylaws was approved on August 5, 2025). The Cooperation Agreement also contains mutual non-disparagement and no litigation provisions and certain voting commitment and standstill obligations applicable to Kent Lake.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BOARD’S DIRECTOR NOMINEES — MYLA LAI-GOLDMAN, M.D., MASOUD TOLOUE, PH.D. AND DAVID WALT, PH.D.

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MANAGEMENT AND CORPORATE GOVERNANCE

The Board of Directors

Our Charter and our Bylaws provide that our business is to be managed by or under the direction of our Board of Directors. Our Board is divided into three classes, with one class elected at each annual meeting of stockholders to serve for a three-year term. Our Board currently consists of nine members, classified as follows: (1) Jeffrey Elliott, Karen Flynn and Scott Mendel constitute Class I with a term ending at the 2027 Annual Meeting; (2) Myla Lai-Goldman, M.D., Masoud Toloue, Ph.D. and David Walt, Ph.D. constitute Class II with a term ending at this upcoming 2025 Annual Meeting; and (3) William Donnelly, Ivana Magovčević-Liebisch, Ph.D., J.D. and Paul Meister constitute Class III with a term ending at the 2026 Annual Meeting. In connection with the closing of our acquisition of Akoya on July 8, 2025, Martin Madaus, Ph.D. and Sarah Hlavinka resigned from our Board and each committee of the Board on which they served, and the Board appointed former Akoya directors, Scott Mendel and Myla Lai-Goldman, M.D., respectively, as directors.

Our Board accepted the recommendation of our Nominating Committee and voted to nominate Myla Lai-Goldman, M.D., Masoud Toloue, Ph.D. and David Walt, Ph.D. for election at the Annual Meeting for a term of three years to serve until the 2028 Annual Meeting or until their respective successors have been duly elected and qualified.

Set forth in the table and biographies below are the names of our current directors, 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 the Record Date. Additionally, information about the specific experiences, qualifications, attributes or skills that led to our Board’s conclusion at the time of filing of this Proxy Statement that each person listed below should serve as a director is provided below.

Name	Age	Position with Quanterix
Masoud Toloue, Ph.D.	45	President, Chief Executive Officer and Director
William P. Donnelly(1)(3)	64	Chair of the Board
Jeffrey T. Elliott(2)(3)	47	Director
Karen A. Flynn(1)(2)	62	Director
Myla Lai-Goldman, M.D.	67	Director
Ivana Magovčević-Liebisch, Ph.D., J.D.(1)(2)	58	Director
Paul M. Meister(3)	72	Director
Scott Mendel	58	Director
David R. Walt, Ph.D.(1)	72	Director

(1)

Member of our Compensation Committee

(2)

Member of our Nominating and Governance Committee

(3)

Member of our Audit Committee

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Skills Matrix

The following skills matrix illustrates the skills and experiences that the Board believes are important for the Company’s current and future business needs and how such skills are represented by each director.

Knowledge, Skills, and Experience

William
Donnelly

Masoud
Toloue,
Ph.D.

Jeffrey
Elliot

Karen
Flynn

Myla Lai-
Goldman,
M.D.

Ivana
Magovčević-
Liebisch,
Ph.D., J.D.

Paul M.
Meister

Scott
Mendel

David
Walt,
Ph.D.

M&A/ Transactional

•

Capital Markets/ Finance

•

Healthcare Industry

•

Other Public Co. Board

•

R&D/ Scientific

•

Public Co. Executive

•

Legal/ Regulatory

•

Corporate Governance

•

Biographies

Masoud Toloue, Ph.D. has served as a member of our Board and as our 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 most recently served as Senior Vice President, Diagnostics at PerkinElmer, Inc. (NYSE: RVTY) (“PerkinElmer”), where he led the diagnostics business from June 2019 to June 2021. During his tenure, he grew the diagnostics segment to account for over fifty percent of the company’s total revenue. Before that, Dr. Toloue led PerkinElmer’s Applied Genomics division from August 2016 to June 2019. Dr. Toloue founded and led the next-generation sequencing business at Bioo Scientific Corporation until its acquisition by PerkinElmer in 2016. He also co-founded and led Genohub Inc., where he transformed the company from a supplier of next-generation sequencing matching technology to a leading platform provider for managing sequencing projects globally. Dr. Toloue holds a doctoral degree in molecular cell biology from the University at Buffalo, where he also earned a Bachelor of Science in molecular cell biology, and was a postdoctoral fellow in protein biochemistry at The University of Texas Health Science Center in San Antonio. Dr. Toloue’s qualifications for service as a member of our Board include his extensive experience in the life sciences and diagnostics industries, as well as the perspective he brings as our President and Chief Executive Officer.

William P. Donnelly has served as a member of our Board since August 2023 and has served as Chair of the Board since March 2025. From 2014 to 2018, Mr. Donnelly served as Executive Vice President responsible for finance, investor relations, supply chain and information technology at Mettler-Toledo International Inc. (NYSE: MTD) (“Mettler-Toledo”). Mr. Donnelly served as Mettler-Toledo’s Chief Financial Officer from 1997 to 2002 and from 2004 to 2014 and as division head of Mettler-Toledo’s product inspection and certain lab businesses from 2002 to 2004. Mr. Donnelly served in various senior financial roles, including Chief Financial Officer, of Elsag Bailey Process Automation, NV from 1993 to 1997. Prior to that, he was an auditor with PricewaterhouseCoopers LLP from 1983 to 1993. Mr. Donnelly has been a director of Ingersoll Rand Inc. (NYSE: IR) since May 2017 and was appointed lead director in November 2021. He has also served as a director of TRowe Price Group, Inc. (Nasdaq: TROW) since 2023. Mr. Donnelly received a bachelor’s degree in business administration from John Carroll University. Mr. Donnelly’s qualifications for service as a member of our Board include his expertise in financial strategy and extensive leadership experience with publicly-held industrial and life science companies, including as Chief Financial Officer.

Jeffrey T. Elliott has served as a member of our Board since August 2024. Since September 2024, Mr. Elliott has served as a consultant to The Boston Consulting Group, Inc. He served as Chief Financial Officer of Exact Sciences Corp. (Nasdaq: EXAS) (“Exact Sciences”) from November 2016 to May 2024 and also as Chief Operating Officer from 2021 to 2023. Prior to his appointment as Chief Financial Officer, Mr. Elliott served as Exact Sciences’ Vice President, Strategy and Business Development from June 2016 to

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November 2016. From 2007 to June 2016, Mr. Elliott was with Robert W. Baird & Co. where he was a senior equity research analyst covering healthcare companies, including those in the diagnostics and life science tools industry. Mr. Elliott has served as a director of Sera Prognostics, Inc. (Nasdaq: SERA) since March 2025. Mr. Elliott earned a bachelor’s degree in business administration from the University of Illinois at Urbana-Champaign and an M.B.A. from the University of Chicago Booth School of Business. Mr. Elliott is a Chartered Financial Analyst charter holder. Mr. Elliott’s qualifications for service as a member of our Board include his knowledge and expertise in financial strategy, notably in the diagnostics sector.

Karen A. Flynn has served as a member of our Board since June 2022. Ms. Flynn retired from her position as Chief Commercial Officer of Catalent, Inc. (NYSE: CTLT) (“Catalent”) in September 2022. Ms. Flynn previously served Catalent as President, Biologics and Chief Commercial Officer from January 2020 to October 2021. After retirement, Ms. Flynn served on an interim basis as Catalent’s President, Biomodalities from April 2023 to October 2023. Prior to joining Catalent, Ms. Flynn served as the Senior Vice President and Chief Commercial Officer of West Pharmaceutical Services, Inc. (NYSE: WST) (“West Pharmaceutical”) from 2016 to 2019, having previously served as the company’s President, Pharmaceutical Packaging Systems since 2014. Ms. Flynn has served as a director of Sotera Health Company (Nasdaq: SHC) since November 2023 and Stevanato Group S.p.A. (NYSE: STVN) since May 2024. She also is a member of the Board of Trustees of The Franklin Institute and serves in the Hesburgh Women of Impact mentorship program for the University of Notre Dame. Ms. Flynn is also a director of GermFree Laboratories, Inc. and of Ascend Advanced Therapies Ltd. Previously, Ms. Flynn served as a director of Catalent from September 2022 to January 2024 and Recro Pharma, Inc. from September 2015 to January 2020. Ms. Flynn holds a Master of Science in business administration from Boston University, a master of science in engineering from the University of Pennsylvania and a Bachelor of Science in pre-professional studies from the University of Notre Dame. Ms. Flynn’s qualifications for service as a member of our Board include her experience leading high growth businesses and her extensive background in commercial strategy, strategic planning, innovation and quality management.

Myla Lai-Goldman, M.D. has served as a member of our Board since July 2025. She served as a member of Akoya’s board of directors from September 2021 to July 2025. Dr. Lai-Goldman is the chair of GeneCentric Therapeutics, Inc., a precision medicine company, where she was a co-founder and previously served as Chief Executive Officer and President since June 2011. She is also managing partner of Personalized Science, LLC, a clinical diagnostic consulting company that she founded in 2008. Additionally, Dr. Lai-Goldman is a Venture Partner of Hatteras Venture Partners, a venture capital firm with a focus on biopharmaceuticals, medical devices, diagnostics and related opportunities in human medicine. Previously, Dr. Lai-Goldman was Chief Executive Officer and Chief Scientific Officer of CancerGuide Diagnostics, Inc. (“CancerGuide Diagnostics”). Before joining CancerGuide Diagnostics, she held various roles, including Executive Vice President, Chief Medical Officer and Chief Scientific Officer, at Laboratory Corporation of America Holdings (NYSE: LH) (“Labcorp”) and its predecessor company, Roche Biomedical Laboratories, Inc. (OTCMKTS: RHHBY). Dr. Lai-Goldman has served as a director of West Pharmaceutical (NYSE: WST), a public pharmaceutical company since 2014, NovoPath Inc. since 2022 and Mercy BioAnalytics, Inc. since 2023. Dr. Lai-Goldman spent more than 18 years at Labcorp where she served on Labcorp’s Executive and Management Committees, with strategic and operations responsibilities for three major genomic laboratories comprising more than 700 people. During her tenure at Labcorp, she led all clinical, scientific and medical activities, including the introduction of more than 400 clinical assays. Her experience includes the development of partnerships, licensing and acquisitions. Dr. Lai-Goldman is board-certified in anatomic and clinical pathology, is a recognized author and speaker on clinical diagnostics, and has substantial leadership experience. Dr. Lai-Goldman holds a Bachelor of Arts in biology with a concentration in ecology from the University of Pennsylvania and a Doctor of Medicine from Columbia University Vagelos College of Physicians and Surgeons. Dr. Lai-Goldman’s qualifications for service as a member of our Board include her extensive experience as a physician, researcher and corporate executive in the clinical laboratory and diagnostics industry.

Ivana Magovčević-Liebisch, Ph.D., J.D. has served as a member of our Board since October 2024. She has served as President and Chief Executive Officer of Vigil Neuroscience, Inc. (Nasdaq: VIGL) (“Vigil”) and as a member of their board of directors since July 2020. Prior to Vigil, Dr. Magovčević-Liebisch was Executive Vice President, Chief Business Officer at Ipsen S.A. (OTCMKTS: IPSEY) (“Ipsen”), a pharmaceutical company, from March 2018 to April 2020, where she led the External Innovation, Business

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Development and Alliance Management functions. Prior to Ipsen, Dr. Magovčević-Liebisch was Executive Vice President, Chief Strategy and Corporate Development Officer at Axcella Health Inc. (OTC: AXL) from May 2017 to March 2018, and Senior Vice President, Head of Global Business Development for the specialty drug business at Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) from March 2013 to May 2017. Dr. Magovčević-Liebisch previously worked at Dyax Corp. (acquired by Shire plc (“Shire”), now Takeda Pharmaceutical Company Limited (NYSE: TAK) (“Takeda”)) from April 2001 to March 2013 in management roles of increasing scope and responsibility, including Executive Vice President and Chief Operating Officer, where she launched the company’s first drug, Kalbitor® for an orphan indication, hereditary angioedema. Dr. Magovčević-Liebisch began her biopharmaceutical career at Transkaryotic Therapies, Inc. (acquired by Shire, now Takeda), where she was Director of Intellectual Property and Patent Counsel from 1998 to 2001. Dr. Magovčević-Liebisch currently serves as a director of Acrivon Therapeutics, Inc. (Nasdaq: ACRV). Previously, she was the Chairperson of the board of directors of Absci Corporation (Nasdaq: ABSI) and served as a director of Aeglea BioTherapeutics, Inc. (now Spyre Therapeutics, Inc. (Nasdaq: SYRE)) and Applied Genetic Technologies Corporation (acquired by Syncona Ltd., now Beacon Therapeutics Holdings Ltd). Dr. Magovčević-Liebisch is also a trustee of the Boston Museum of Science and of the Boston Ballet, and overseer of Beth Israel Deaconess Medical Center. She received a Bachelor of Arts in biology and chemistry from Wheaton College, a Ph.D. in genetics from Harvard University, and a J.D. in high technology law from Suffolk University Law School. Dr. Magovčević-Liebisch’s qualifications for service as a member of our Board include over 25 years of senior management experience in the biotechnology and pharmaceutical industry.

Paul M. Meister has served as a member of our Board since 2013. Mr. Meister is a partner in Novalis LifeSciences LLC, 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 Inc. 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 Inc. (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. (NYSE: TMO), 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 (NYSE: APTV), a leading global technology and mobility company primarily serving the automotive sector, since 2019; Amneal Pharmaceuticals, Inc. (Nasdaq: AMRX), a global pharmaceutical company, since 2019; and Oaktree Acquisitions Corp III (Nasdaq: OACCU), a company incorporated for the purpose of effecting a business combination with one or more businesses, since 2024. He also previously served as a director of Oaktree Acquisitions Corp from 2019 to 2020, Oaktree Acquisitions Corp II from 2020 to 2022, Scientific Games Corporation (Nasdaq: LNW), which provides customized, end-to-end solutions to the gaming industry, from 2012 to 2020, LKQ Corporation (Nasdaq: LKQ), a distributor of vehicle products, from 1999 to 2018, vTv Therapeutics, Inc. (Nasdaq: VTV), a clinical-stage biopharmaceutical company, from 2015 to 2018 and Revlon, Inc. from 2016 to 2019. Mr. Meister is Co-Chair of the University of Michigan’s Life Sciences Institute External 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 include his financial and investment expertise and his extensive knowledge of the life sciences industry.

Scott Mendel has served as a member of our Board since July 2025. Mr. Mendel served as a member of Akoya’s board of directors from June 2021 to July 2025, including serving as the Chairman from October 2024 to July 2025. He has over 30 years of financial and operational leadership experience. Mr. Mendel served as President and Chief Executive Officer and a member of the board of directors of GenMark Diagnostics, Inc. (“GenMark”), a molecular diagnostics company, from May 2020 until its acquisition by F. Hoffmann-La Roche Ltd. in April 2021, and as President of GenMark following the acquisition until September 2021. From May 2014 to May 2020, Mr. Mendel also served in various roles of ascending responsibility with GenMark, including as interim Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. Prior to joining GenMark, Mr. Mendel served as the Chief Financial Officer of The Active Network, Inc., a global software as a service (SaaS) company that provides technology to organizers of events and activities, from

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March 2010 through its acquisition by the private-equity firm Vista Equity Partners Management, LLC in December 2013. Prior to joining The Active Network, Mr. Mendel held finance positions at General Electric Company (NYSE: GE) (“General Electric”), a diversified technology, media and financial services company, for over 20 years, including Chief Financial Officer from March 2003 to March 2010 for General Electric’s Healthcare IT division, a leading provider of medical technologies and services. Mr. Mendel has served as a director of Pattern Bioscience, Inc., a rapid pathogen identification and antibiotic susceptibility testing company, since May 2024 and Quantum-Si Incorporated (Nasdaq: QSI), a public protein sequencing company, since May 2023, and previously served as a director of Visby Medical, Inc., a diagnostics company. Mr. Mendel earned a Bachelor of Science in finance from Indiana University and an M.B.A. from Northwestern University’s Kellogg School of Management. Mr. Mendel’s qualifications for service as a member of our Board include his financial expertise and experience in the medical technology industry.

David R. Walt, Ph.D. was our founding scientist and has served as a member of our Board since 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. From 1981 to 2017 Dr. Walt served in a variety of positions at Tufts University, including 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. Dr. Walt was also the founding scientist of Illumina, Inc. (Nasdaq: ILMN) and served as a member of its board of directors from 1998 to 2016. From 2013 to 2021, Dr. Walt served as a director of Exicure, Inc. (Nasdaq: XCUR), a publicly traded company that develops therapeutics for immuno-oncology, inflammatory diseases and genetic disorders. Dr. Walt also serves as Co-Founder and director of Arbor Biotechnologies, Inc., Protillion Biosciences and Vizgen, Inc. 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 recently received the National Medal of Technology and Innovation (NMTI), which the president of the United States bestows on individuals who have made exemplary achievements in science, technology and innovation to strengthen the nation’s well-being. He is a member of the U.S. National Academy of Engineering, U.S. National Academy of Medicine, American Philosophical Society, and American Academy of Arts and Sciences and serves as a fellow of the American Institute for Medical and Biological Engineering, the National Academy of Inventors, and the American Association for the Advancement of Science. He has been inducted into the U.S. National Inventors Hall of Fame. Dr. Walt has a Bachelor of Science 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 include his extensive experience in developing life sciences companies and his expertise in chemistry, diagnostics technologies and biomedical engineering.

Our Board reviewed the materiality of any relationship that each of our directors and director nominees has with Quanterix Corporation, either directly or indirectly, including those described under the caption “Certain Relationships and Related Person Transactions” below. Based upon this review, our Board has determined that each of the following directors and director nominees is “independent” under Nasdaq independence standards: William Donnelly, Jeffrey Elliott, Karen Flynn, Myla Lai-Goldman, M.D., Ivana Magovčević-Liebisch, Ph.D., J.D., Scott Mendel, Paul Meister, and David Walt, Ph.D. In addition, the Board had determined that Sarah Hlavinka and Martin D. Madaus, Ph.D., who each served as a director until July 8, 2025, were “independent” under Nasdaq independence standards.

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. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated April 28, 2025, by and between Quanterix and Akoya, former Akoya directors, Myla Lai-Goldman, M.D. and Scott Mendel, were appointed to replace Sarah Hlavinka and Martin D. Madaus, Ph.D., respectively, as Quanterix directors effective as of July 8, 2025, the closing date of our acquisition of Akoya.

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.

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Committees of the Board of Directors and Meetings

Meeting Attendance. During 2024, our Board met or acted by written consent fourteen times and the three standing committees of the Board met or acted by written consent a total of 32 times. All incumbent directors attended at least 75% of meetings of the Board and of committees of the Board on which such director served during 2024. Our Board is encouraged, but not required, to attend each annual meeting of our stockholders. Two directors attended our 2024 annual meeting of stockholders (the “2024 Annual Meeting”).

Audit Committee. The Audit Committee of the Board of Directors (the “Audit Committee”) met or acted by written consent fifteen times during 2024. The committee currently consists of three members: Jeffrey T. Elliott (Chairperson), William P. Donnelly and Paul M. Meister. The Audit Committee’s role and responsibilities are set forth in its written charter and include:

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selecting a firm to serve as the independent registered public accounting firm to audit the Company’s financial statements;

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ensuring the independence of the independent registered public accounting firm;

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discussing the scope and results of the audit with the independent registered public accounting firm and reviewing the Company’s interim and year-end operating results with management and the independent registered public accounting firm;

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

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considering and reviewing the effectiveness of the Company’s internal controls over financial reporting and internal audit functions, if any, with management and the independent registered public accounting firm;

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reviewing significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, recent professional and regulatory pronouncements, and their impact on the Company’s financial statements;

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reviewing legal or regulatory matters that could have a significant impact on the Company’s financial statements with legal counsel;

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reviewing material related party transactions and other related party transactions that require disclosure;

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

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preparing the audit committee report required by SEC rules, which is included in the section of this Proxy Statement titled, “Report of Audit Committee”; and

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overseeing Company programs, policies, and procedures related to information security and data protection.

All members of the Audit Committee satisfy the independence standards promulgated by the SEC and Nasdaq, as such standards apply specifically to members of audit committees. Our Board has determined that William P. Donnelly, Jeffrey T. Elliott, and Paul M. Meister each qualify as an “audit committee financial expert,” as that term is defined in rules promulgated by the SEC. The designation of an “audit committee financial expert” does not impose upon such persons any duties, obligations or liabilities that are greater than those generally imposed on each of them as a member of the Audit Committee and the Board, and such designation does not affect the duties, obligations or liabilities of the Board.

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

Compensation Committee. The Compensation Committee of the Board of Directors (the “Compensation Committee”) met or acted by written consent six times during 2024. The committee

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currently consists of four members: Karen A. Flynn (Chairperson), William P. Donnelly, Ivana Magovčević-Liebisch, Ph.D., J.D. and David R. Walt, Ph.D. The Compensation Committee’s role and responsibilities are set forth in its written charter and include:

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reviewing and approving, or making recommendations to our Board with respect to, the compensation and other terms of employment of the Company’s executive officers;

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overseeing the annual process of evaluation of the performance of the Corporation’s management;

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reviewing and making recommendations with respect to director compensation and benefits;

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

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assisting the Board in establishing appropriate incentive compensation and equity-based plans and administering such plans;

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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

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reviewing and discussing the Compensation Discussion and Analysis (“CD&A”) prepared by management and, based on such review and discussions, recommending to the Board that the CD&A be included in the Corporation’s Annual Report on Form 10-K, proxy statements, or any other applicable filing as required by the SEC.

To qualify as independent to serve on the Company’s Compensation Committee, the Nasdaq listing standards require a director not to accept any consulting, advisory, or other compensatory fee from the Company, other than for service on the Board, and that the Board consider whether a director is affiliated with the Company and, if so, whether such affiliation would impair the director’s judgment as a member of the Company’s Compensation Committee. Our Board has concluded that each of Karen A. Flynn, William P. Donnelly, Ivana Magovčević-Liebisch, Ph.D., J.D. and David R. Walt, Ph.D. qualifies as “independent” under applicable rules and regulations of Nasdaq and the SEC. 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 provides funding for such fees and related expenses.

The Compensation Committee retained Pay Governance, LLC (“PayGov”) as its independent compensation consultant for 2024. Services provided by PayGov included assistance in reviewing trends in executive compensation, selecting the Company’s compensation peer group and designing the Company’s executive compensation programs. PayGov also assisted the Compensation Committee in obtaining compensation benchmark data and establishing the target compensation levels of the Company’s executive officers. PayGov provides no services to the Company other than those performed on behalf of the Compensation Committee. The Compensation Committee considers the independence of its compensation consultant on an annual basis. A copy of the Compensation Committee’s written charter is publicly available on the Company’s website at www.quanterix.com.

Nominating and Governance Committee. The Nominating and Governance Committee of the Board of Directors (the “Nominating Committee”) met or acted by written consent 11 times during 2024. The committee consists of three members: Ivana Magovčević-Liebisch, Ph.D., J.D. (Chairperson), Jeffrey T. Elliott and Karen A. Flynn. Our Board has determined that all members of the Nominating Committee qualify as “independent” under the Nasdaq rules. The Nominating Committee’s responsibilities are set forth in its written charter and include:

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identifying, evaluating and recommending candidates for membership on our Board;

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evaluating the composition, organization and governance of the Board and its committees, and making recommendations to the Board for approval;

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reviewing and recommending guidelines and policies on corporate governance;

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developing, adopting and overseeing the implementation of a Code of Business Conduct and Ethics for all directors, executive officers and employees of the Corporation; and

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administering the annual Board performance evaluation process, including conducting surveys of director observations, suggestions and preferences.

In 2022, the Nominating Committee proposed, and our Board approved, corporate governance guidelines, which, in conjunction with our Charter, our Bylaws, our committee charters and key Board policies, form the framework for the Company’s governance.

Generally, the Nominating Committee considers director 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 evaluates a candidate’s qualifications in accordance with our Nominating and Governance Committee Policy Regarding Qualifications of Directors, which is appended to the Nominating Committee’s written charter. Threshold criteria include personal integrity and sound judgment, business and professional skills and experience, independence, industry knowledge, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on our Board, and concern for the long-term interests of our stockholders. The 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 our Board in identifying and considering director nominees and will strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experiences, ages, genders, ethnicities and countries of citizenship on our Board and its committees.

A stockholder who wishes to propose a candidate for consideration as a nominee for election to our Board must follow the procedures described in our 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, which is appended to the Nominating Committee’s written charter. Any such recommendation should be made in writing to the Nominating Committee, care of the Company’s Corporate Secretary at our principal office, and should be accompanied by the following information concerning each recommending stockholder and the beneficial owner of the Company’s Common Stock, if any, on whose behalf the nomination is made:

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

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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 the Company’s securities;

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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

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a statement as to whether 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:

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certain biographical information;

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all information required to be disclosed in solicitations of proxies for election of directors;

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

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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

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additional disclosures relating to stockholder nominees for directors, including completed questionnaires and disclosures required by the Bylaws.

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

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee has been one of our officers or employees at any time during the previous three years. 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 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” below.

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 Chair of the Board (the “Chair”), as our Board 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 our Board. William P. Donnelly, an independent director under the Nasdaq listing standards, currently serves as Chair of our Board. The Chair of the Board and the other members of our Board work in concert to provide oversight of our management and affairs. Our Board encourages communication among its members and between management and our Board to facilitate productive working relationships. Working with the other members of our Board, the Chair 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. Management is responsible for risk management on a day-to-day basis, with our Board overseeing risk management processes directly and through its committees by evaluating 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, our Board regularly receives reports on strategic matters involving Company business. The Audit Committee oversees risk management activities related to financial controls, cybersecurity, and legal and compliance risks, and our full Board receives regular reports from management with respect to cybersecurity risks. The Compensation Committee oversees risk management activities relating to Company compensation policies and practices, and the Nominating Committee oversees risk management activities relating to Board composition and governance-related matters. Each committee reports to our full Board on a regular basis and provides reports with respect to such committee’s risk oversight activities as appropriate.

Board Evaluation Process

Our Board conducts an annual self-evaluation that is intended to assess whether the Board, its committees and their members are functioning effectively and to provide an opportunity to improve performance and effectiveness. As part of the evaluation process for the Board, each director completes a written questionnaire that is designed to solicit feedback on a wide range of topics, including: Board membership and culture; sufficiency of meetings and materials; committees, corporate policies and governance policies; interactions with management; corporate strategy; and risk and risk management. Each standing committee of the Board also completes a questionnaire tailored to the function of the committee. Responses are not attributed to any individual director in order to promote candid feedback. The Nominating Committee is charged with overseeing this process and may supplement written evaluations with interviews or other measures designed to solicit feedback. The results of the self-evaluations are reviewed by the Board and each committee and appropriate steps are taken in partnership with management to implement any agreed-upon improvements.

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Compensation Risk Assessment

Following a review of our compensation policies and practices, our Compensation Committee believes that risks arising from those 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:

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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 Quanterix.

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Our variable compensation programs employ a number of different performance metrics that are aligned with our near-term and strategic objectives and the interests of our stockholders.

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

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

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 with 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 stockholder who wishes to communicate with our Board, non-management members of our Board as a group or a specific member of our Board (including the Chair) may do so by written communication addressed to the attention of the Chair of the Board by mail 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 reviewed and distributed to the members of our Board unless such communications are unsolicited items, sales materials or other routine items or items unrelated to the duties and responsibilities of the Board or are otherwise determined to be frivolous, irrelevant, threatening, illegal or similarly unsuitable.

Executive Officers

The following table sets forth the name, age, and position(s) of each of our executive officers as of August 1, 2025. We have entered into employment agreements with our executive officers. Dr. Toloue and Ms. Sriram are both at-will employees. See “Compensation Discussion & Analysis — Employment Agreements with our Named Executive Officers” and “Potential Payments upon Termination or Change of Control” below for additional information about Dr. Toloue’s and Ms. Sriram’s employment agreements.

Name	Age	Positions
Masoud Toloue, Ph.D.	45	President and Chief Executive Officer
Vandana Sriram	52	Chief Financial Officer and Treasurer

See “The Board of Directors” above for biographical information about Dr. Toloue.

Vandana Sriram joined Quanterix in August 2023 as Chief Financial Officer. Ms. Sriram served as Senior Vice President of Global Finance at Azenta, Inc. (Nasdaq: AZTA) (“Azenta Life Sciences”) from September 2021 to August 2023, where she was responsible for the Controllership, FP&A and segment Chief Financial Officer activities as a member of the leadership team. Prior to Azenta Life Sciences, Ms. Sriram served in a variety of positions at General Electric of increasing responsibility from July 1999 to September 2021, most recently as the head of FP&A for GE Aerospace (f/k/a GE Aviation), a leading provider of commercial and military jet engines and components. Ms. Sriram graduated with a bachelor’s degree in commerce from Delhi University and is a chartered accountant from the Institute of Chartered Accountants of India. She also graduated from the GE Experience Financial Leadership Program and is a registered certified public accountant.

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PROPOSAL NO. 2
ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION

We are seeking your advisory vote as required by the Securities Exchange Act of 1934, as amended (“Exchange Act”) on the approval of the compensation of our named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and related material contained in this Proxy Statement. Because your vote is advisory, it will not be binding on our Compensation Committee or our Board of Directors. However, 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.

Our compensation philosophy is designed to align each executive’s compensation with Quanterix’s short-term and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives who are crucial to our long-term success. Stockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The Compensation Committee and our Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.

In accordance with the rules of the SEC, the following resolution, commonly known as a “Say-on-Pay” vote, is being submitted for a stockholder vote at the 2025 Annual Meeting:

“RESOLVED, that the compensation paid to the named executive officers of Quanterix Corporation, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this Proxy Statement, is hereby APPROVED.”

The affirmative vote of a majority of the votes cast affirmatively or negatively for this proposal is required to approve, on an advisory basis, this resolution.

We currently hold our advisory vote to approve the compensation of our named executive officers annually. Stockholders also have an opportunity to cast an advisory vote on the frequency of the Say-on-Pay vote. We expect the next advisory vote on the frequency of the Say-on-Pay vote will be at the 2028 Annual Meeting.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis that appears in this Proxy Statement with our management. Based on this review and discussion, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Proxy Statement.

Members of the Compensation Committee:
Karen A. Flynn (Chairperson)
William P. Donnelly
Ivana Magovčević-Liebisch, J.D., Ph.D.
David R. Walt, Ph.D.

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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, 2024:

Name			Title
Masoud Toloue, Ph.D.(1)			President and Chief Executive Officer
Vandana Sriram(2)			Chief Financial Officer and Treasurer

(1)

Dr. Toloue became President and Chief Executive Officer on April 25, 2022.

(2)

Ms. Sriram joined the Company as Chief Financial Officer and Treasurer on August 21, 2023.

Executive Summary

Compensation Governance Highlights

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

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 2024 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

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2024 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 charts depict the allocation of the compensation elements of Dr. Toloue, our Chief Executive Officer, and Ms. Sriram, our Chief Financial Officer, in 2024:

Stockholder Advisory Vote on Executive Compensation

At the 2024 Annual Meeting, our stockholders indicated their support for our executive compensation with 98% of the votes cast being in favor of our executive compensation program. We value the opinions of our stockholders, and, for that reason, we conduct the Say-on-Pay vote every year.

Compensation Overview

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

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attract, retain and motivate the best possible executive talent;

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

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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

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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 appropriate 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 under the caption “Management and Corporate Governance” in this Proxy Statement. The Compensation Committee’s practice has been to establish fiscal year base salaries and to approve annual and long-term incentive equity 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.

The Compensation Committee may form and delegate authority to subcommittees as appropriate, including, but not limited to, a subcommittee composed of one or more members of the Board or officers of the Company to grant stock awards under the Company’s equity incentive plans. Under its charter, the

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Compensation Committee has delegated authority to award equity grants to the Equity Award Subcommittee of the Compensation Committee (the “Equity Award Subcommittee”). The Equity Award Subcommittee currently consists of William Donnelly, Karen Flynn and Ivana Magovčević-Liebisch, Ph.D., J.D., all of whom qualify as independent directors and non-employee directors under applicable rules.

Role of Compensation Consultants. As discussed above, the Compensation Committee retained PayGov as its independent compensation advisor for 2024. 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 us other than those performed on behalf of the Compensation 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, bu

SEC Form DEF 14A filed by Quanterix Corporation