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
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 1, 2019, Mr. Brian Smith, who currently heads the molecular collections business of OraSure Technologies, Inc. (the “Company”) and currently serves as Executive Vice President, Business Unit Leader, Molecular Solutions of DNA Genotek, Inc. (“DNAG”), will become Vice Chairman and Executive Vice President, Innovation.Mr. Smith will serve in this role until he retires from DNAG on February 5, 2020 (the “Retirement Date”).Mr. Smith will be succeeded by Ms. Kathleen G. Weber, who will assume the position of Executive Vice President, Business Unit Leader, Molecular Solutions effective January 1, 2019.
In connection with the foregoing, DNAG has entered into a Retirement Agreement, dated as of January 1, 2019 (the “Retirement Agreement”), with Mr. Smith, which sets forth the following terms for his employment from January 1, 2019 through the Retirement Date (the “Transition Period”):
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During the Transition Period, Mr. Smith will, among other things, lead the Company’s global innovation function, consult on strategy and business development matters, and transition his duties as Executive Vice President, Business Unit Leader, Molecular Solutions to Ms. Weber. |
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Mr. Smith will be eligible to receive an incentive cash bonus under the Company’s 2019 Incentive Plan based on a 40% base salary target set for Executive Vice Presidents, consistent with past practice. |
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The unvested portions of time-vested restricted stock (“Restricted Stock”) awards received by Mr. Smith prior to January 1, 2019 will vest in full as of the Retirement Date. |
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The unvested portions of performance-vested restricted units (“PVRU’s”) received by Mr. Smith prior to January 1, 2019 will vest in full three years after the grant date, subject to the satisfaction of performance measures applicable to such PVRU’s, in accordance with the original terms of the relevant award agreement to which such PVRUs were granted to Mr. Smith, but without the requirement that Mr. Smith continue to be employed by the Company after the Retirement Date. |
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Mr. Smith will receive his normal annual equity awards in 2019 for his performance during 2018 and in 2020 for his performance during 2019 (the “2019/2020 LTIP Awards”), to the Company’s Long-Term Incentive Policy (“LTIP”).The 2019/2020 LTIP Awards will have a grant date value determined for an Executive Vice President (i.e. ranging from 95% to 155% of base salary with a target of 125%) under the LTIP, will consist of 50% Restricted Stock and 50% PVRUs and will have the same terms as the LTIP awards made to other senior executives under the LTIP, except that (a) the Restricted Stock portion of the awards will vest on the Retirement Date and (b) the PVRU portion of the awards will vest three years after the grant date, subject to the satisfaction of performance measures determined by the Board, but without the requirement that Mr. Smith continue to be employed after the Retirement Date. |
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Mr. Smith will receive supplemental equity awards in 2019 and 2020 at the same time the annual LTIP awards are granted to other senior executives during such years (each a “Supplemental Award”).Each Supplemental Award shall range from 25,000 to 37,500 PVRUs for achievement of 50% – 120% of the applicable net revenue budget for DNAG for 2019 and 2020, as applicable, and shall vest one year after the grant date to the extent the net revenue target is met with respect to the applicable year. |
The foregoing description is qualified in its entirety by reference to the specific terms of the Retirement Agreement, a copy of which is attached as Exhibit 10.1 to this Report and incorporated by reference herein.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
ORASURE TECHNOLOGIES INC Exhibit
EX-10.1 2 osur-ex101_6.htm EX-10.1 osur-ex101_6.htm Exhibit 10.1 RETIREMENT AGREEMENT This Retirement Agreement (“Agreement”),…
To view the full exhibit click here
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.
