Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Leadership Changes
President and Chief Executive Officer
On January 5, 2022, OraSure Technologies, Inc. (the "Company") announced certain
leadership changes at the Company, including that Stephen S. Tang, the Company's
President and Chief Executive Officer, will be leaving the Company as of March
31, 2022.
On December 31, 2021, the Board of Directors of the Company (the "Board")
approved the termination of Stephen S. Tang, the Company's President and Chief
Executive Officer, without cause under his existing employment agreement with
the Company, with such termination effective as of March 31, 2022. On January 2,
2022, Dr. Tang and the Company entered into a Transition Agreement (the
"Transition Agreement") providing for the terms of the cessation of Dr. Tang's
employment with the Company, including the cessation of his service as President
and Chief Executive Officer of the Company and as a member of the Board. Under
the Transition Agreement, Dr. Tang's service to the Company in all capacities is
expected to end on March 31, 2022.
During the remaining period of his service (the "Transition Period"), Dr. Tang
will continue to serve as the Company's President and Chief Executive Officer
(or, at the Company's election, as a Senior Adviser) and will assist in the
orderly transition of his duties to other Company personnel. This cessation of
Dr. Tang's service is not the result of any dispute or disagreement between Dr.
Tang and the Company on any matter relating to the Company's operations,
policies or practices.
In connection with the cessation of his service and subject to Dr. Tang's
compliance with the terms of the Transition Agreement and his execution of a
general release, the Transition Agreement provides that Dr. Tang will receive
the following payments, right and benefits:
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Mr. Tang will be paid a lump sum severance payment equal to 18 months' of base
salary, plus an amount equal to his target annual bonus;
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50% of Mr. Tang's outstanding time-based restricted stock ("RS") awards will
vest at the end of the Transition Period;
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50% of Mr. Tang's unvested performance-vested restricted stock units ("PVRUs")
for performance periods that ended on or prior to December 31, 2021 will vest
based on actual performance at the end of the Transition Period;
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50% of Mr. Tang's unvested PVRUs for performance periods scheduled to end after
December 31, 2021 will vest based on target performance at the end of the
Transition Period;
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Mr. Tang will be granted an award of restricted stock with a grant date fair
value of $834,909. This award represents 50% of the 2022 annual equity award
otherwise issuable to Dr. Tang under the Company's long-term incentive program
and will vest at the end of the Transition Period;
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Mr. Tang will receive a pro-rata 2022 annual bonus of $141,933 paid at the end
of the Transition Period; and
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Mr. Tang will have the opportunity to purchase continued coverage under the
Company's group health plan until he becomes eligible for Medicare, with the
first 18 months of such coverage subsidized by the Company to the same extent as
the Company subsidizes the cost of active employee coverage.
In addition, the Transition Agreement confirms that Dr. Tang's 2021 annual bonus
will be $341,000. While the Transition Agreement supersedes most of Dr. Tang's
employment agreement with the Company, the above-described payments, rights and
benefits are substantially similar to the severance benefits contemplated by
that employment agreement in respect of a termination without cause thereunder.
The Transition Agreement also includes customary cooperation and
non-disparagement provisions and an affirmation by Dr. Tang of his
confidentiality, non-solicitation and non-competition obligations to the
Company. The foregoing description is qualified in its entirety by reference to
the specific terms of the Transition Agreement, a copy of which is attached as
Exhibit 10.1 hereto and incorporated by reference herein.
President of Diagnostics
Effective as of December 31, 2021, Lisa Nibauer, the Company's current Executive
Vice President, Business Unit Leader, Diagnostics, will become President of
Diagnostics.
Biographical information for Ms. Nibauer is set forth in the Company's 2021
definitive proxy statement on Schedule 14A, filed with the Securities and
Exchange Commission on April 8, 2021, and such biographical information is
incorporated herein by reference.
In connection with these changes in her duties and with the input of the
Company's independent compensation consultant, the Board on December 31, 2021
approved the following modifications of Ms. Nibauer's compensation, effective as
of January 1, 2022:
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annual base salary was increased from $422,000 to $460,000;
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annual bonus target was increased from 40% to 50% of base salary; and
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long-term incentive award target was increased from 125% to 150% of base salary.
No family relationship exists between Ms. Nibauer and any of the Company's
directors or executive officers. There are no arrangements or understandings
between Ms. Nibauer and any other person pursuant to which Ms. Nibauer was
selected as an officer of the Company, nor are there any transactions to which
the Company is or was a participant and in which Ms. Nibauer had or will have a
direct or indirect material interest subject to disclosure under Item 404(a) of
Regulation S-K.
President of Molecular Solutions
Effective as of December 31, 2021, Kathleen G. Weber, the Company's current
Executive Vice President, Business Unit Leader, Molecular Solutions, will become
President of Molecular Solutions.
Biographical information for Ms. Weber is set forth in the Company's 2021
definitive proxy statement on Schedule 14A, filed with the Securities and
Exchange Commission on April 8, 2021, and such biographical information is
incorporated herein by reference.
In connection with these changes in her duties and with the input of the
Company's independent compensation consultant, the Board on December 31, 2021
approved the following modifications of Ms. Weber's compensation, effective as
of January 1, 2022:
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annual base salary was increased from $417,000 to $460,000;
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annual bonus target was increased from 40% to 50% of base salary; and
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long-term incentive award target was increased from 125% to 150% of base salary.
No family relationship exists between Ms. Weber and any of the Company's
directors or executive officers. There are no arrangements or understandings
between Ms. Weber and any other person pursuant to which Ms. Weber was selected
as an officer of the Company, nor are there any transactions to which the
Company is or was a participant and in which Ms. Weber had or will have a direct
or indirect material interest subject to disclosure under Item 404(a) of
Regulation S-K.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Transition Agreement, dated as of January 2, 2022, between OraSure
Technologies, Inc. and Stephen S. Tang, Ph.D.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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