OraSure Technologies (OSUR) Proxy filing summary

Executive summary

• Achieved key milestones in 2025, including FDA submissions for new diagnostic products and the acquisition of BioMedomics, Inc., supporting expected commercialization and revenue growth in 2026.

• Implemented $19 million in annualized cost savings, exited non-strategic businesses, and maintained a strong balance sheet with $199 million in cash and no debt.

• Returned $15 million to shareholders via share repurchases and initiated a $40 million repurchase program.

• Board is seeking shareholder approval to declassify the Board, moving to annual director elections to enhance accountability.

Voting matters and shareholder proposals

• Election of three Class II Directors for terms expiring in 2029.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Amendment and restatement of the Stock Award Plan to add 5,000,000 shares and extend the plan by ten years.

• Amendment to the Certificate of Incorporation to declassify the Board over three years.

Board of directors and corporate governance

• Board consists of seven directors, majority independent, with regular quarterly meetings and strong attendance.

• Independent Chair and separation of CEO and Chair roles.

• Committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.

• Board skills matrix and annual self-evaluation process in place.

• Proposal to declassify the Board in response to shareholder feedback.