Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | OraSure Technologies, Inc. |
Entity Central Index Key | 0001116463 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 2 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 04, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | ||||||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE The information below presents the relationship between the compensation of the Company’s named executive officer and certain performance measures in accordance with Item 402(v) of Regulation S-K. Fiscal Year 2022 Pay versus Performance Table Summary Compensation Table Compensation Actually Paid Value of Initial Fixed Fiscal Carrie 1 Nancy 2 Stephen 3 Carrie 4 Nancy 4 Stephen 4 Average Non-PEO NEOs 5 Average Non-PEO NEOs 6 Total 7 Peer Group 8 Net Loss 9 Total 10 2022 6,746,923 940,292 2,769,508 6,645,396 347,561 714,651 1,457,621 751,486 60.02 99.31 (17,934 ) 387.5 2021 — — 2,959,781 — — 2,697,616 1,088,815 808,537 108.22 125.43 (22,998 ) 233.7 2020 — — 3,085,421 — — 3,888,690 1,601,825 1,595,129 131.82 130.04 (14,922 ) 171.7 1 During fiscal year 2022, Ms. Eglinton Manner was appointed as our President and CEO effective June 4, 2022. Dr. Gagliano resigned effective June 4, 2022 from her position as the Company’s interim CEO. 2 During fiscal year 2022, Dr. Gagliano was appointed as our Interim CEO effective April 1, 2022 following Dr. Tang’s termination on March 31, 2022. 3 During fiscal years 2022, 2021 and 2020, Dr. Tang served as our President and CEO for all or a portion of the year. Dr. Tang’s employment with the Company as CEO ended on March 31, 2022. 4 Represents amounts of “compensation actually paid” to each of our CEO’s in each of 2022, 2021, and 2020 as computed in accordance with Item 402(v) of Regulation S-K, Carrie Eglinton Nancy Stephen S. Tang, Ph.D. 2022 ($) 2021($) (a) 2020 ($) (a) Summary Compensation Table Total 6,746,923 940,292 2,769,508 2,959,781 3,085,421 Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (5,600,000 ) (770,000 ) b (834,913 ) (1,946,860 ) (1,218,000 ) Fair Value at Fiscal Year-End 5,498,473 — — 1,337,758 1,799,376 Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years — (40,879 ) — 132,795 237,531 Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year — 218,148 664,350 — — Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year — — (1,387,479 ) 214,142 (15,638 ) Fair Value as of Prior Fiscal Year-End — — (496,815 ) — — Compensation Actually Paid to PEOs 6,645,396 347,561 714,651 2,697,616 3,888,690 (a) The fair values of time-based equity awards and performance-based restricted share units granted in 2020 are based on the closing price of the Company’s common shares as reported on the NASDAQ on the relevant valuation date. Performance-based restricted share units granted in 2021 were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718 using the following assumptions: (A) for valuations as of December 31, 2021, a risk free interest rate of 0.73% and share price volatility of 75.82%, for valuations on December 31, 2022, a risk free interest rate of 4.67% and share price volatility of 60.57%.” Note that the reference to valuations on December 31, 2022 is appropriate as this relates to the valuation of the 2021 PRUs as of December 31, 2022. (b) Dr. Gagliano received, as part of her Interim CEO agreement, a sign-on equity grant consisting of $100,000 of fully vested shares (14,815 shares) and $670,000 of restricted stock units (99,259 restricted stock units) which vest in equal monthly installments beginning on April 30, 2022, subject to continued employment as Interim CEO. Dr. Gagliano vested in 24,815 units of the 99,259 restricted stock units granted prior to her resignation as Interim CEO in June 2022, and accordingly, 74,444 units of her restricted stock unit award were forfeited. 5 Our Non-PEO Year Non-PEO NEOs 2022 Kathleen Weber, Lisa Nibauer, Agnieszka Gallagher, Scott Gleason 2021 Kathleen Weber, Jack Jerrett, Roberto Cuca, Agnieszka Gallagher, Scott Gleason 2020 Kathleen Weber, Jack Jerrett, Roberto Cuca, Anthony Zezzo, Lisa Nibauer 6 Represents amounts of average “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K, non-PEO NEO Averages 2022($) 2021 (a) 2020 (a) Summary Compensation Table Total 1,457,621 1,088,815 1,601,825 Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (729,670 ) (552,646 ) (766,909 ) Fair Value at Fiscal Year-End 293,934 353,108 625,180 Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (102,310 ) 43,223 59,438 Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year 85,437 29,005 80,708 Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (103,440 ) 59,492 (5,113 ) Fair Value as of Prior Fiscal Year-End (150,086 ) (212,460 ) — Compensation Actually Paid to NEOs 751,486 808,537 1,595,129 (a) The fair values of time-based equity awards and performance-based restricted share units granted in 2020 are based on the closing price of the Company’s common shares as reported on the NASDAQ on the relevant valuation date. Performance-based restricted share units granted in 2021 were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718 using the following assumptions: (A) for valuations on December 31, 2021, a risk free interest rate of 0.73% and share price volatility of 75.82%. The fair value of non-qualified 7 For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of OraSure Technologies, Inc. for the measurement periods ending on December 31 of each of 2022, 2021, and 2020, respectively. 8 For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of NASDAQ Health Care Index for the measurement periods ending on December 31 of each of 2022, 2021, and 2020, respectively. 9 Reflects GAAP “Net Income (Loss)” in the Company’s Consolidated Statement of Operations included in the Company’s Annual Report on Form 10-K 10 Represents “Net Revenues” in the Company’s Consolidated Statement of Operations included in the Company’s Annual Report on Form 10-K | |||||
Company Selected Measure Name | Total Revenue | |||||
Named Executive Officers, Footnote [Text Block] | Our Non-PEO Year Non-PEO NEOs 2022 Kathleen Weber, Lisa Nibauer, Agnieszka Gallagher, Scott Gleason 2021 Kathleen Weber, Jack Jerrett, Roberto Cuca, Agnieszka Gallagher, Scott Gleason 2020 Kathleen Weber, Jack Jerrett, Roberto Cuca, Anthony Zezzo, Lisa Nibauer | |||||
Peer Group Issuers, Footnote [Text Block] | For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of NASDAQ Health Care Index for the measurement periods ending on December 31 of each of 2022, 2021, and 2020, respectively. | |||||
Adjustment To PEO Compensation, Footnote [Text Block] | 4 Represents amounts of “compensation actually paid” to each of our CEO’s in each of 2022, 2021, and 2020 as computed in accordance with Item 402(v) of Regulation S-K, Carrie Eglinton Nancy Stephen S. Tang, Ph.D. 2022 ($) 2021($) (a) 2020 ($) (a) Summary Compensation Table Total 6,746,923 940,292 2,769,508 2,959,781 3,085,421 Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (5,600,000 ) (770,000 ) b (834,913 ) (1,946,860 ) (1,218,000 ) Fair Value at Fiscal Year-End 5,498,473 — — 1,337,758 1,799,376 Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years — (40,879 ) — 132,795 237,531 Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year — 218,148 664,350 — — Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year — — (1,387,479 ) 214,142 (15,638 ) Fair Value as of Prior Fiscal Year-End — — (496,815 ) — — Compensation Actually Paid to PEOs 6,645,396 347,561 714,651 2,697,616 3,888,690 (a) The fair values of time-based equity awards and performance-based restricted share units granted in 2020 are based on the closing price of the Company’s common shares as reported on the NASDAQ on the relevant valuation date. Performance-based restricted share units granted in 2021 were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718 using the following assumptions: (A) for valuations as of December 31, 2021, a risk free interest rate of 0.73% and share price volatility of 75.82%, for valuations on December 31, 2022, a risk free interest rate of 4.67% and share price volatility of 60.57%.” Note that the reference to valuations on December 31, 2022 is appropriate as this relates to the valuation of the 2021 PRUs as of December 31, 2022. (b) Dr. Gagliano received, as part of her Interim CEO agreement, a sign-on equity grant consisting of $100,000 of fully vested shares (14,815 shares) and $670,000 of restricted stock units (99,259 restricted stock units) which vest in equal monthly installments beginning on April 30, 2022, subject to continued employment as Interim CEO. Dr. Gagliano vested in 24,815 units of the 99,259 restricted stock units granted prior to her resignation as Interim CEO in June 2022, and accordingly, 74,444 units of her restricted stock unit award were forfeited. | |||||
Non-PEO NEO Average Total Compensation Amount | $ 1,457,621 | $ 1,088,815 | $ 1,601,825 | |||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 751,486 | 808,537 | 1,595,129 | |||
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 6 Represents amounts of average “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K, non-PEO NEO Averages 2022($) 2021 (a) 2020 (a) Summary Compensation Table Total 1,457,621 1,088,815 1,601,825 Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (729,670 ) (552,646 ) (766,909 ) Fair Value at Fiscal Year-End 293,934 353,108 625,180 Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (102,310 ) 43,223 59,438 Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year 85,437 29,005 80,708 Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (103,440 ) 59,492 (5,113 ) Fair Value as of Prior Fiscal Year-End (150,086 ) (212,460 ) — Compensation Actually Paid to NEOs 751,486 808,537 1,595,129 (a) The fair values of time-based equity awards and performance-based restricted share units granted in 2020 are based on the closing price of the Company’s common shares as reported on the NASDAQ on the relevant valuation date. Performance-based restricted share units granted in 2021 were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718 using the following assumptions: (A) for valuations on December 31, 2021, a risk free interest rate of 0.73% and share price volatility of 75.82%. The fair value of non-qualified | |||||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | ||||||
Compensation Actually Paid vs. Net Income [Text Block] | ||||||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | ||||||
Total Shareholder Return Vs Peer Group [Text Block] | ||||||
Tabular List [Table Text Block] | Tabular List of Performance Measures The following table lists the financial performance measures that the Company considers to be the most important financial performance measures used by the Company to link compensation actually paid to its named executive officers for the most recently completed fiscal year to performance of the Company. Important Financial Performance Measures Net Revenues Adjusted Operating Income Income Before Interest and Taxes Stock Price | |||||
Total Shareholder Return Amount | $ 60.02 | 108.22 | 131.82 | |||
Peer Group Total Shareholder Return Amount | 99.31 | 125.43 | 130.04 | |||
Net Income (Loss) | $ (17,934,000) | $ (22,998,000) | $ (14,922,000) | |||
Company Selected Measure Amount | 387,500,000 | 233,700,000 | 171,700,000 | |||
Measure [Axis]: 1 | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Measure Name | Net Revenues | |||||
Measure [Axis]: 2 | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Measure Name | Adjusted Operating Income | |||||
Measure [Axis]: 3 | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Measure Name | Income Before Interest and Taxes | |||||
Measure [Axis]: 4 | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Measure Name | Stock Price | |||||
Carrie Eglinton Manner [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
PEO Total Compensation Amount | $ 6,746,923 | |||||
PEO Actually Paid Compensation Amount | 6,645,396 | |||||
PEO Name | Ms. Eglinton Manner | |||||
Nancy Gagliano, M.D. [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
PEO Total Compensation Amount | 940,292 | |||||
PEO Actually Paid Compensation Amount | 347,561 | |||||
PEO Name | Dr. Gagliano | |||||
Stephen S. Tang, Ph.D. [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
PEO Total Compensation Amount | 2,769,508 | $ 2,959,781 | $ 3,085,421 | |||
PEO Actually Paid Compensation Amount | 714,651 | $ 2,697,616 | $ 3,888,690 | |||
PEO Name | Dr. Tang | Dr. Tang | Dr. Tang | |||
PEO [Member] | Carrie Eglinton Manner [Member] | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | (5,600,000) | |||||
PEO [Member] | Carrie Eglinton Manner [Member] | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | 5,498,473 | |||||
PEO [Member] | Nancy Gagliano, M.D. [Member] | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | (770,000) | |||||
PEO [Member] | Nancy Gagliano, M.D. [Member] | Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | (40,879) | |||||
PEO [Member] | Nancy Gagliano, M.D. [Member] | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | 218,148 | |||||
PEO [Member] | Stephen S. Tang, Ph.D. [Member] | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | (834,913) | $ (1,946,860) | $ (1,218,000) | |||
PEO [Member] | Stephen S. Tang, Ph.D. [Member] | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | 1,337,758 | 1,799,376 | ||||
PEO [Member] | Stephen S. Tang, Ph.D. [Member] | Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | 132,795 | 237,531 | ||||
PEO [Member] | Stephen S. Tang, Ph.D. [Member] | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | 664,350 | |||||
PEO [Member] | Stephen S. Tang, Ph.D. [Member] | Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | (1,387,479) | 214,142 | (15,638) | |||
PEO [Member] | Stephen S. Tang, Ph.D. [Member] | Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | (496,815) | |||||
Non-PEO NEO [Member] | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | (729,670) | (552,646) | (766,909) | |||
Non-PEO NEO [Member] | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | 293,934 | 353,108 | 625,180 | |||
Non-PEO NEO [Member] | Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | (102,310) | 43,223 | 59,438 | |||
Non-PEO NEO [Member] | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | 85,437 | 29,005 | 80,708 | |||
Non-PEO NEO [Member] | Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | (103,440) | 59,492 | $ (5,113) | |||
Non-PEO NEO [Member] | Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure [Table] | ||||||
Adjustment to Compensation Amount | $ (150,086) | $ (212,460) |