OraSure Technologies, Inc. (NASDAQ:OSUR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Compensation Arrangements
On February21, 2017, the Board of Directors (the Board) of
OraSure Technologies, Inc. (the Company) approved the terms of
(i)the Companys 2017 Management Incentive Plan (the 2017 MIP),
(ii) an Amended Long-Term Incentive Policy (the Amended LTIP),
and (iii)an Amended Compensation Policy for Non-Employee Directors (the
Amended Director Policy). The 2017 MIP, Amended LTIP and Amended
Director Policy had previously been approved by the Compensation
Committee of the Board (the Committee).
2017
Management Incentive Plan
to the 2017 MIP,
incentive cash bonuses may be paid out of a cash pool to be
funded based on the Companys achievement of certain financial
objectives. For 2017, specific financial objectives were
established for consolidated revenues and operating income. These
objectives will each be weighted at 50% in determining the pool
funding amount. The impact of acquisitions and divestitures,
exchange rate fluctuations and new litigation will be excluded in
calculating consolidated revenues and operating income for
purposes of determining bonus pool funding.
Under the 2017
MIP, Threshold, Target, High and Maximum performance levels have
been established for each of the financial objectives to be used
to fund the bonus pool. The Threshold levels represent the
Companys actual financial results for 2016. The Target levels
reflect the Companys annual budget or operating plan for 2017.
The High and Maximum performance levels represent performance at
105% and 110% of the results reflected in the Companys 2017
operating plan, respectively.
Subject to Board
approval, adjustments to the financial objectives may be made,
where deemed appropriate, to reflect unexpected events,
circumstances or market conditions.
Funding of
the Bonus Pool. If the Company meets the Target
performance levels for each of the objectives, then the pool
would be funded at 50% of the aggregate target bonuses for all
participants in the 2017 MIP, which currently is approximately
$2.3million. If only the Threshold performance levels are
achieved, then the pool would be funded at 50% of those aggregate
target bonuses or approximately $1.16million. If the High
performance levels are achieved, then the pool would be funded at
150% of those aggregate target bonuses or approximately
$3.48million. If the Company achieves a Maximum performance
level, the pool can be funded up to 200% of the aggregate target
bonuses or approximately $4.64million.
Performance below
Threshold will accrue no bonus pool funding for the applicable
objective. Thus, our management must deliver performance above
our actual 2016 financial results in order to receive funding for
a particular objective. Performance between Threshold and Target,
and between Target and High performance levels, will result in
pro-rated funding on a linear basis for the applicable
objectives.
The Committee and
the Board have the discretion to approve bonus pool funding less
than or in excess of amounts generated by the formula set forth
in the 2017 MIP; provided that any such discretionary adjustments
to pool funding shall be limited to /- 10% of the pool amount
otherwise determined by the plans self-funding formula.
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Payments
from the Bonus Pool. Specific bonus payments from the
pool to the Companys senior management (other than the Chief
Executive Officer (CEO) and Chief Financial Officer/Chief
Operating Officer (CFO/COO)) will generally depend on an
evaluation of the participants achievement of individual
performance objectives for 2017. Bonus payments for the CEO and
CFO/COO will be based on an assessment of the Companys overall
performance. Bonus payments will be based on the target bonus
amounts set forth below, which are expressed as a percentage of
annual base salary. These targets were established with input
from an independent executive compensation consultant engaged by
the Committee, and are similar to bonus targets offered at
medical diagnostic and healthcare companies comparable to the
Company.
|
Title |
TargetPayouts (%ofBaseSalary) |
|
|
PresidentandCEO |
70% | |
|
CFO/COO |
50% | |
|
ExecutiveVicePresident |
40% | |
|
Senior Vice President |
35% |
Based on an
assessment of performance, as described above, bonus payments of
up to 150% of the participants target percentage may be awarded.
Awards may be adjusted on a pro rata basis as determined in the
Committees or Boards discretion to the extent any participant is
employed for only a portion of the year.
The Committee
recommends for Board approval any bonus awards for the CEO and
CFO/COO. The CEO recommends individual awards for the other
executive officers for approval by the Committee. The Committee
and the Board shall have the right, in their sole discretion, to
reject any or all of the recommended bonus awards or approve
different bonus awards, even if the bonus pool has been funded
and any and all applicable performance criteria have or have not
been satisfied, based on the business conditions of the Company
or other factors deemed relevant by the Committee or Board. All
bonus awards under the 2017 MIP are subject to the Companys
Compensation Recoupment Policy (i.e. clawback policy).
Amended
Long Term Incentive Policy
The purpose of the
LTIP is to establish a framework for granting annual incentive
equity awards to the Companys senior management (including the
Companys named executive officers (NEOs)) that are
performance-based and competitive in the marketplace. In
addition, awards under the LTIP are intended to help align the
actions of management with the interests of our
stockholders.
Equity awards
under the LTIP are made on an annual basis, and are discretionary
and subject to approval by the Committee and/or Board. Awards to
individual participants under the LTIP are based on an evaluation
of a number of factors, including:
| A periodic assessment of practices of comparable companies. |
| Organizational level of the executive. |
| Performance of the executive. |
| Relative contribution of the executive to the organization. |
| History of the executives equity awards with the Company |
|
Other factors that the President/CEO, the Committee and/or the Board deem important. |
Each participants
individual performance for the applicable year is evaluated
against his or her individual performance objectives for that
year. The performance of the CEO and CFO/COO is evaluated
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against the
Companys overall performance for the year. A fully satisfactory
or Meets Requirements performance is typically the threshold
requirement to receive an equity award under the LTIP. Awards
below this performance level may be considered on an exception
basis in the discretion of the Committee and/or the Board.
Value of
Awards. The value of an equity award is initially
calculated as a percentage of the participants annual base salary
based on performance during the applicable year.The following
guidelines are used to determine the size of awards for the
NEOs:
| Award as a % of Annual Base Salary | ||||||
|
Title |
LowerEnd | Target | Maximum | |||
|
President and CEO |
150% | 200% | 250% | |||
|
CFO/COO |
105% | 140% | 175% | |||
|
Executive Vice President |
95% | 125% | 155% | |||
|
Senior Vice President |
70% | 90% | 115% |
The ranges of
percentages set forth above reflect levels that the Committee
believes represent an appropriate long-term incentive
compensation value for each executive. These ranges were
developed from a competitive assessment of long-term incentive
awards at peer group companies developed by the Committee in
consultation with an independent compensation consultant. In
February 2017, the ranges were increased somewhat by the
Committee for the CFO/COO (i.e. from 90%/125%/160% to
105%/140%/175%), Executive Vice President (i.e. from 75%/50%/125%
to 95%/125%/155%), and Senior Vice President (i.e. from
55%/75%/95% to 70%/90%/115%), based on advice from an independent
compensation consultant, in order to bring the ranges more
closely in line with market levels.
Once the aggregate
dollar value of an award is established by applying the
appropriate percentage to a participants base salary, the award
is converted into shares based on a valuation of the restricted
stock or units as of the date of grant. Restricted stock and
restricted units are valued based on the average of the high and
low stock price on the grant date as reported on the NASDAQ Stock
Market. Fractional shares are rounded up to the next whole
share.
Structure
of Awards. Annual awards to the NEOs will consist of
fifty percent (50%) performance-vested restricted units and fifty
percent (50%) time-vested restricted stock. The
performance-vested portion will vest only if (i)the participant
remains employed by the Company for three years following the
date of grant and (ii)the performance criteria determined by the
Committee and/or Board are met. The time-vested portion of each
annual award will vest in equal annual installments over the
three-year period following the grant date, subject to the
recipients continued employment by the Company.
Vesting of NEO
awards will be accelerated upon a change of control or in the
event of the death or disability of the participant (with
performance-vested restricted units vesting at target or
pro-forma performance levels if the termination event occurs
prior to the end of a performance period or at actual levels when
a performance measure has already been met, as determined by the
Committee or Board) and shall otherwise be subject to the terms
of applicable employment agreements and the Companys standard
terms and conditions for equity awards. If a participants
employment is terminated due to retirement, the
performance-vested restricted units shall vest at the end of the
three-year service period on a pro-rata basis through the date of
retirement to the extent the applicable performance measure has
been met prior to retirement.
Structure
of Performance Awards. For the portion of each annual
award consisting of performance-vested restricted units,
one-half of that
portion shall be earned based on achievement of a compound annual
growth target for consolidated net product sales for the three
fiscal year period
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beginning with the year of
award (Sales Target) and the remaining half shall be earned based
on achievement of an annual consolidated earnings per share
target for the year of award (EPS Target). The performance
targets shall be determined by the Committee and/or Board prior
to or on the award grant date. Notwithstanding the foregoing, the
Committee and/or Board retain discretion to select performance
targets and measures different than the Sales Target or EPS
Target.
Other Terms.
Awards may be adjusted on a pro rata basis to the extent an
employee is employed for only a portion of a year. The CEO will
recommend individual awards for all participants (other than
himself) to the Committee based on the factors described above.
The Committee will evaluate the performance of the CEO and the
CFO/COO and recommend for Board approval appropriate awards in
accordance with the LTIP and such evaluation. All awards are
discretionary and the Committee and Board may approve or
disapprove any recommended award, in whole or in part, and may
approve awards within or outside of the ranges indicated above,
in their sole discretion, based on circumstances occurring at the
time of the award and other factors. Awards may also be
proportionately adjusted if necessary to reflect burn rate
limits, overhang targets or other similar restrictions. All
awards under the LTIP are subject to the Companys Compensation
Recoupment Policy.
Non-Employee Director
Compensation Policy
Fees. to the
Director Policy, non-employee members of the Board receive fixed
annual fees for service on the Board and for service on
Committees of the Board, as set forth below. In February 2017,
the Board increased the fees payable to the Chairmen of the Audit
Committee (i.e. from $18,000 to $20,000) and Nominating and
Corporate Governance Committee (i.e. from $8,000 to $10,000) to
reflect the increasing responsibilities of these committee chairs
and to bring their fees more in line with market levels. The fees
are payable quarterly in arrears.
|
Position |
AnnualFee | |||
|
Board Chairman |
$ | 60,000 | ||
|
Non-Chairman Board Member |
$ | 40,000 | ||
|
Audit Chairman |
$ | 20,000 | ||
|
Compensation Chairman |
$ | 15,000 | ||
|
NCG Chairman |
$ | 10,000 | ||
|
Non-Chairman Audit Member |
$ | 8,000 | ||
|
Non-Chairman Compensation Member |
$ | 6,000 | ||
|
Non-Chairman NCG Member |
$ | 4,000 |
Initial Equity
Awards. Non-employee Directors receive an initial grant
of 40,000 stock options for the Companys Common Stock upon
joining the Board (the Initial Grant). An additional grant of
40,000 stock options is also made to any non-employee Director
who becomes Chairman of the Board (the Chairman Grant). The
options granted to non-employee Directors are nonqualified stock
options and have an exercise price equal to the mean between the
high and low sales prices of the Companys Common Stock as quoted
on the NASDAQ Stock Market on the grant date. Each Initial Grant
and Chairman Grant generally vest on a monthly basis over the 24
months immediately following the grant date. Payment of the
exercise price may be made in cash or by delivery of previously
acquired shares of Common Stock having a fair market value equal
to the aggregate exercise price.
Annual Equity
Awards. Each non-employee Director receives an annual
grant of restricted shares (the Annual Grant) on the date of the
Companys Annual Meeting of Stockholders to the values set forth
in the following table:
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|
Board Position |
Value | |||
|
Chairman |
$ | 120,000 | ||
|
Non-Chairman Director |
$ | 95,000 |
In February 2017, the Board
amended the Annual Grant valuation for non-chairman Directors
from $80,000 to $95,000, based on advice from an independent
compensation consultant, in order to bring the level of equity
compensation more in line with current market levels. The dollar
value of each Annual Grant is converted into restricted shares by
dividing the above values by the average of the high and low
sales prices of the Companys Common Stock, as reported on the
NASDAQ Stock Market on the grant date. Annual Grants of
restricted stock generally vest on the date of the Companys next
Annual Meeting of Stockholders following the grant date.
Non-employee Directors are permitted to direct the Company to
withhold restricted shares in order to pay tax withholding
obligations arising upon the vesting of such
shares.
Other Terms of Director
Equity Awards. The Board and/or Compensation Committee
retain the discretion to make equity awards that are different
than as described above. In particular, the Board and/or
Compensation Committee may adjust the number of shares awarded to
an individual Director or to all Directors as a group, as deemed
necessary or appropriate, in light of market or other conditions
or if deemed necessary to meet burn rate limits, dilution or
overhang targets or other restrictions set forth in applicable
corporate governance or proxy advisory firm
guidance.
Any unvested stock options and
restricted shares granted to non-employee Directors will
vest in their entirety immediately upon the occurrence of a
change of control of the Company. As defined in the Companys
Stock Award Plan, a change of control means a change of control
that would be required to be reported under the Securities
Exchange Act of 1934, as amended, and would be deemed to have
occurred at such time as (i)any person, or more than one person
acting as a group within the meaning of Section409A of the
Internal Revenue Code (the Code), acquires ownership of stock of
the Company that, together with stock held by such person or
group, constitutes more than 50percent of the total fair market
value or total voting power of the stock of the Company; (ii)any
person, or more than one person acting as a group within the
meaning of Section 409A of the Code, acquires (or has acquired
during the 12-month period ending on the date of the most recent
acquisition) ownership of stock of the Company possessing
30percent or more of the total voting power of the Companys
stock; (iii)a majority of the members of the Board is replaced
during any 12-month period by directors
whose appointment or election is not endorsed by a majority of
the members of the Board before the date of the appointment or
election; or (iv)a person, or more than one person acting as a
group within the meaning of Section 409A of the Code, acquires
(or has acquired during the 12-month period ending on the date of
the most recent acquisition) assets from the Company that have a
total gross fair market value equal to or more than 40percent of
the total gross fair market value of all the assets of the
Company immediately before such acquisition or acquisitions. In
addition, if a non-employee Director leaves the Board for any
reason other than a change of control, prior to the end of the
vesting period for the 2012 Transitional Grant or any Annual
Grant of restricted shares, such award shall immediately vest on
a pro-rata basis based on the actual duration of such Directors
service to the Board during such vesting
period.
Director
Retirement
On February21, 2017, Roger L.
Pringle advised the Company of his intention to retire as a
Director of the Company, effective May16, 2017. A press release
dated February24, 2017 announcing Mr.Pringles retirement is
attached as Exhibit 99.1 to this Report and is incorporated by
reference herein.
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Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
|
Exhibit Number |
Description |
|
| 99.1 |
Press release, dated February24, 2017, announcing the retirement of Roger L. Pringle as Director of OraSure Technologies, Inc. |
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About OraSure Technologies, Inc. (NASDAQ:OSUR)
OraSure Technologies, Inc. (OraSure) is involved in the development, manufacture, marketing and sale of oral fluid diagnostic products and specimen collection devices using its technologies, as well as other diagnostic products, including immunoassays and other in vitro diagnostic tests that are used on other specimen types. The Company also manufactures and sells medical devices used for the removal of benign skin lesions by cryosurgery or freezing. Its diagnostic products include tests, such as OraQuick Rapid HIV Test, OraQuick In-Home HIV Test, OraQuick HIV Self-Test, OraQuick HCV Rapid Antibody Test, OraQuick Ebola Rapid Antigen Test, OraSure QuickFlu Rapid Flu A&B Test, OraSure Collection Device, Molecular Collection Systems, Cryosurgical Systems (Skin Lesion Removal Products), Immunoassay Tests and Reagents, Western blot HIV-1 Confirmatory Test and Q.E.D. Saliva Alcohol Test. Its products are sold in the United States and internationally to clinical laboratories and hospitals. OraSure Technologies, Inc. (NASDAQ:OSUR) Recent Trading Information
OraSure Technologies, Inc. (NASDAQ:OSUR) closed its last trading session down -0.06 at 11.02 with 469,403 shares trading hands.