OraSure Technologies Inc.
09/09/2024 | Press release | Distributed by Public on 09/09/2024 05:01
Management Change/Compensation Form 8 K
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Increase in the Number of Directors on the Board of Directors and New Director Appointment
On September 5, 2024, the Board of Directors (the "Board") of OraSure Technologies, Inc. (the "Company") increased the number of directors who may serve on the Board from six (6) to seven (7), effective as of September 6, 2024 (the "Effective Date"), pursuant to authority granted in the Company's Certificate of Incorporation.
In addition, on September 5, 2024, the Board appointed John P. Kenny as a new member of the Board, with such appointment to be effective as of the Effective Date. Mr. Kenny will serve as a Class I Director, with an initial term expiring at the Company's 2025 Annual Meeting of Stockholders, and as a member of the Board's Nominating and Corporate Governance Committee.
The Board has determined that Mr. Kenny is independent under the rules of the Nasdaq Stock Market LLC and meets the independence requirements of the Securities and Exchange Act of 1934, as amended, and the relevant rules promulgated thereunder.
Mr. Kenny will participate in the Company's Non-Employee Director Compensation Policy (the "Policy"). A description of the Policy is set forth in the section entitled "Director Compensation," in the Company's Definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 3, 2024.
Pursuant to the Policy and the Company's Stock Award Plan, on the Effective Date, Mr. Kenny will be granted an initial equity award of time-vested restricted shares of the Company's common stock having an aggregate value of $100,000. The foregoing grant will vest two years following the date of grant. Vesting will be accelerated in the event of a Change in Control (as such term is defined in the Stock Award Plan). In addition, if Mr. Kenny leaves the Board for any other reason prior to Vesting, such award shall immediately vest on a pro-rata basis based on the actual duration of Mr. Kenny's service to the Board. Mr. Kenny will also receive cash fees and additional annual equity compensation pursuant to the Policy.
There are no arrangements or understandings between either Mr. Kenny and any other person pursuant to which he was selected as a director of the Company. Mr. Kenny does not have any familial relationship with any member of the Board or executive officer of the Company, and there are no transactions in which Mr. Kenny has an interest requiring disclosure under Item 404(a) of Regulation S-K.