Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President and Chief Executive Officer
On May 20, 2022, OraSure Technologies, Inc. (the "Company") entered into an
employment agreement with Carrie Eglinton Manner, and in connection therewith,
the board of directors (the "Board") of the Company will appoint Ms. Eglinton
Manner as the Company's President and Chief Executive Officer, effective June 4,
2022 (the "Effective Date"). In addition, the Board intends to increase the size
of the Board by one seat, and in connection therewith, Ms. Eglinton Manner will
be appointed by the Board to serve as a Class I director on the Board as of the
Effective Date. Ms. Eglinton Manner will succeed Dr. Nancy J. Gagliano, who has
served as the Company's Interim Chief Executive Officer following the
termination of Dr. Stephen S. Tang on March 31, 2022, as previously disclosed.
In connection with Ms. Eglinton Manner's appointment as Chief Executive Officer,
Dr. Gagliano will resign, effective June 4, 2022, from her position as the
Company's interim Chief Executive Officer.
Ms. Eglinton Manner, age 48, joins the Company with years of leadership
experience across multiple disciplines. Prior to joining the Company,
Ms. Eglinton Manner served as Senior Vice President, Advanced & General
Diagnostic and Clinical Solutions at Quest Diagnostics since January 2017. Prior
to Quest, Ms. Eglinton Manner spent over 20 years in various leadership roles in
healthcare businesses at GE Healthcare. From 2009 through 2016, she served as
President & CEO of four distinct GE Healthcare global businesses in the areas of
diagnostic imaging, lab services and medical devices. She has served as a
director of Repligen Corporation since June 2020. Ms. Eglinton Manner holds a
B.S. in mechanical engineering from the University of Notre Dame.
In connection with the appointment of Ms. Eglinton Manner as the Company's
President and Chief Executive Officer, the Company and Ms. Eglinton Manner
entered into an employment agreement dated May 20, 2022 (the "Employment
Agreement"). Pursuant to the Employment Agreement, Ms. Eglinton Manner's initial
annual base salary will be $700,000 and she will participate in the Company's
annual incentive plan with a target annual incentive amount of at least 100% of
her annual base salary. The Employment Agreement also provides that the Company
will reimburse Ms. Eglinton Manner for reasonable car service fees incurred to
commute between her home and the Company's offices and, subject to the Company's
policies, other reasonable and necessary expenses incurred in the course of her
employment.
As an inducement for Ms. Eglinton Manner to enter into employment with the
Company, the Employment Agreement provides that Ms. Eglinton Manner will receive
the following equity awards upon her commencement of employment:
(i) a restricted stock (or restricted stock unit) award for a number of shares
of the Company's common stock determined by dividing $4,000,000 by the average
closing price of the Company's common stock for the 20 trading days immediately
preceding the grant date (the "Trailing Average Price"), which award will vest
on the second anniversary of the Effective Date and is intended to replace
compensation from her prior employer that Ms. Eglinton Manner will forfeit to
accept employment with the Company;
(ii) a restricted stock (or restricted stock unit) award for a number of shares
of the Company's common stock determined by dividing $1,600,000 by the Trailing
Average Price, which award will vest in three equal annual installments, on the
first three anniversaries of the Effective Date; and
(iii) a performance-based restricted stock unit award for a target number of
shares of the Company's common stock determined by dividing $1,600,000 by the
Trailing Average Price, which award will be subject to the same vesting and
performance conditions as are applicable to the 2022 performance-based
restricted stock unit awards granted to the Company's other executive officers.
The foregoing awards will be granted in reliance on the employment inducement
exemption provided under Nasdaq Listing Rule 5635(c)(4).
For 2023 and subsequent calendar years, Ms. Eglinton Manner will be eligible to
receive annual equity awards under the Company's long-term incentive policy or
plan, as in effect from time to time. It is the Company's current intention that
Ms. Eglinton Manner's 2023 annual equity awards will be at least equal in value
to the awards described in clauses (ii) and (iii) above, and be equally weighted
between time- and performance-based components.
The Employment Agreement also provides that, if Ms. Eglinton Manner's employment
with the Company ceases due to a termination by the Company without cause or
resignation by her with good reason, in either case not proximate to a change of
control (as defined in the Employment Agreement) of the Company, then she will
receive: (i) a lump sum cash payment equal to 18 months of her then-current
annual base salary, (ii) a lump sum cash payment equal to 150% of her target
bonus amount for the year of termination; (iii) subsidized COBRA continuation
coverage for up to 18 months, (iv) accelerated vesting of 50% of any outstanding
and otherwise unvested time-based awards (other than the Mark Whole Award, which
(if not already vested) will then vest in full); and (v) 50% of any outstanding
performance-based awards will remain outstanding and vest (or be forfeited)
based on actual performance through the end of the applicable performance
period.
However, if Ms. Eglinton Manner's employment with the Company ceases due to a
termination by the Company without cause or resignation by her with good reason
(as defined in the Employment Agreement), in either case within 60 days prior or
18 months following a change of control of the Company, then in lieu of the
severance benefits described above, she will receive: (i) a lump sum cash
payment equal
2
--------------------------------------------------------------------------------
to 24 months of her then-current annual base salary; (ii) a lump sum cash
payment equal to 200% of her target bonus amount for the year of termination;
(iii) subsidized COBRA continuation coverage for up to 18 months;
(iv) accelerated vesting of all outstanding and otherwise unvested time-based
awards; and (v) any outstanding performance-based awards will remain outstanding
and vest (or be forfeited) based on actual performance through the end of the
applicable performance period (but at not less than the target performance
level, if the cessation of her employment occurs on or following the change of
control).
Any severance benefit payable under the Employment Agreement will be subject to
Ms. Eglinton Manner's timely execution and non-revocation of a release of
claims.
Ms. Eglinton Manner will also be bound by confidentiality, intellectual property
assignment and restrictive covenants (including an agreement not to compete with
the Company or its affiliates, and not to solicit the employees and customers of
the Company and its affiliates, during her employment and for 18 months
thereafter). Finally, Ms. Eglinton Manner will be entitled to indemnification
for her acts and omissions as an officer, director or agent of the Company to
the full extent authorized by applicable law, and to directors' and officers'
insurance coverage.
The above description of the Employment Agreement is qualified in its entirety
by reference to the full text of the Employment Agreement, a copy of which is
filed hereto as Exhibit 10.1 and incorporated herein by reference.
No family relationship exists between Ms. Eglinton Manner and any of the
Company's directors or executive officers. There are no arrangements or
understandings between Ms. Eglinton Manner and any other person pursuant to
which Ms. Eglinton Manner 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. Eglinton Manner had or will have a direct or indirect material interest
subject to disclosure under Item 404(a) of Regulation S-K.
On May 23, 2022, the Company issued a press release announcing the appointment
of Ms. Eglinton Manner as its President and Chief Executive Officer. A copy of
such press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Resignation of Named Executive Officer
On May 23, 2022, Kathleen G. Weber, who currently serves as the Company's
President of Molecular Solutions, notified the Company of her intention to
resign from the Company. Pursuant to the terms of her employment agreement, Ms.
Weber's resignation is currently planned for August 21, 2022.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit
No. Description
10.1 Employment Agreement, dated May 20, 2022 between OraSure
Technologies, Inc. and Carrie Eglinton Manner
99.1 Press Release dated May 23, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
ORASURE TECHNOLOGIES, INC. 
