Carrie Eglinton Manner
ORASURE TECHNOLOGIESAbout Carrie Eglinton Manner
Carrie Eglinton Manner is President, CEO, and a director of OraSure Technologies since June 2022; she is 51 and holds a B.S. in Mechanical Engineering from the University of Notre Dame . Under her tenure, OraSure executed a strategic transformation, generated $27M cash from operations in 2024, increased gross margin to 43%, and streamlined costs, while diagnostic revenues grew 3% YoY and WHO prequalified the OraQuick HCV self-test . Pay-versus-performance disclosure shows total shareholder return values of an initial $100 investment of 44.96 (2024), 102.12 (2023), and 60.02 (2022), reflecting share performance across her tenure . She also serves as an independent director of Repligen Corporation since June 2020 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quest Diagnostics | SVP, Advanced & General Diagnostics Clinical Solutions | 2017–2022 | Led portfolio across women’s health, neurology, oncology, infectious disease; oversaw pharma services, AmeriPath/Dermpath, international; advanced NGS innovation . |
| GE Healthcare (division of GE) | Various leadership roles | ~20 years (prior to 2017) | Broad healthcare transformation expertise across devices and imaging; scaled operations and commercialization . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Repligen Corporation | Director | Since June 2020 | Contributes to strategy at a life sciences tools company; adds industry network and diagnostics expertise . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 721,000 | 100% | 689,997 | CEO recommended no salary increase for 2024; company performance factor 95.7% . |
| 2023 | 721,000 | 100% | 1,103,130 | 2023 pay reflects OTIP payout tied to defined metrics . |
| 2022 | 376,923 (partial year) | 100% | 770,000 | Hired June 4, 2022; employment agreement set base at ≥$700k . |
Performance Compensation
2024 OTIP (Annual Incentive Plan)
| Metric | Weight | Threshold | Target | Maximum | Actual | Achieved (%) | Payout (%) | Notes |
|---|---|---|---|---|---|---|---|---|
| Consolidated Net Revenues | 50% | $180M | $190.1–$194.1M | $220M; capped to 100% if core rev. didn’t grow | $185.8M | 91% | 45.7% | Core revenues declined, triggering cap . |
| Adjusted Operating Income (Loss) | 25% | $(18)M | $(16)–$(13)M | $0 | $(6.2)M | 152% | 25.0% (capped) | Committee capped achievement at 100% . |
| Cost Savings (annualized) | 25% | $15M | $17.6–$24.5M | $30M | $24.5M | 100% | 25.0% | Run-rate savings delivered . |
| Result | — | — | — | — | — | — | 95.7% | Company performance factor applied to CEO bonus . |
Definitions: Adjusted operating income excludes stock comp, amortization of acquisition intangibles, severance, unusual inventory reserves, impairments, and transaction costs .
LTIP Structure and 2024 Awards (RS + PRUs)
| Component | Weight | Metric/Target | Threshold/Max | Modifiers | Vesting |
|---|---|---|---|---|---|
| PRUs – Revenue | 50% | Cumulative revenue 2024–2026 target $500M | Threshold $450M; Max $550M | CFO must be positive in 2025 for payout >100% | Cliff at 3 years . |
| PRUs – rTSR vs Peer Group | 50% | Target percentile p51 | Threshold p25; Max p75 | If absolute TSR negative, payout capped at 105% | Cliff at 3 years . |
| RS (time-vested) | 50% | — | — | — | 3 equal annual installments . |
2024 CEO LTIP grants: 260,688 RS and 260,688 PRUs granted on March 1, 2024 . Prior PRU cycle (2022–2024) earned 103% based on cumulative revenue of $978.8M (121% of target) and an rTSR modifier of 85%; Carrie’s award earned 335,710 shares, vesting June 4, 2025 subject to continued service .
Equity Ownership & Alignment
- Beneficial ownership: 1,688,366 shares (2.2% of outstanding) as of March 21, 2025; includes 830,872 unvested RS and excludes unvested PRUs .
- Upcoming vesting schedules (selected CEO grants):
- RS: 108,644 vest on Jun 4, 2025; 86,021 on Mar 1, 2025 and 86,022 on Mar 1, 2026; 86,896 on Mar 1, 2025/2026/2027 .
- PRUs: 335,710 earned for 2022–2024, cliff vest Jun 4, 2025; 258,065 cliff vest Mar 1, 2026 (subject to metrics); 130,344 + 130,344 cliff vest Mar 1, 2027 (subject to metrics) .
- Stock ownership guidelines: CEO 6× salary; CFO 2×; other execs 1×; retain at least 50% net shares until guideline met . As of Dec 31, 2024, two non-employee directors not yet in compliance due to recent appointments; directors updated to 4× cash fees effective Jan 1, 2025 .
- Hedging/pledging: Prohibited for directors and executive officers .
- Option holdings: None disclosed for CEO; 2024 stock awards vested value $4,912,867 across NEOs, with 1,009,496 shares vested for CEO .
Employment Terms
- Employment agreement (May 2022): Base ≥$700,000; target bonus ≥100% of base; sign-on equity of $4,000,000 make-whole (2-year cliff), plus $1,600,000 time-vested (3 tranches), plus $1,600,000 PRUs subject to 2022 PRU conditions; reimbursed commuting car service and reasonable expenses per policy .
- Severance multiples: If terminated without cause or for good reason (non-CoC), 18 months salary and 150% of target bonus; during a change-of-control period, 24 months salary and 200% of target bonus; COBRA reimbursements (18 months) .
- Equity acceleration: During CoC period, all time-based awards vest; outside CoC period, 50% of time-based awards vest; PRUs remain eligible for 50% (non-CoC) or 100% (CoC) subject to performance . Company maintains double-trigger severance policy and no excise tax gross-ups .
- Potential payouts (as of Dec 31, 2024): Voluntary termination or for cause $721,000 (bonus earned but unpaid); death/disability total $5,693,674; termination for good reason/without cause non-CoC total $7,191,369; termination for good reason/without cause in CoC period total $7,912,369 .
Board Governance
- Board service history: Director since 2022; currently nominated as a Class I director with term to 2028 if elected .
- Independence: Determined not independent due to executive role; board has independent Chair and a majority of independent directors; all standing committees are comprised solely of independent directors .
- Committee roles: None; committee memberships listed for other directors (Audit, Compensation, Nominating & Corporate Governance) .
- Attendance: Directors attended greater than 75% of Board and committee meetings during 2024; Board held 13 meetings and 6 written consents .
- Dual-role implications: CEO-director structure is mitigated by independent Chair, fully independent committees, stock ownership requirements, and clawback policy—reducing governance risk related to CEO-chair concentration .
Director Compensation (for context; CEO receives no separate director pay)
- CEO receives no board fees as an officer . Non-employee director policy: annual base cash fee $55,000; Chair additional $25,000 (raised to $50,000 effective Jan 1, 2025); committee chair $20,000; committee member $5,000; equity grants of $105,000 annual RS and $25,000 additional for Chair (Chair equity eliminated and base grant raised to $185,000 for directors effective Jan 1, 2025); optional stock-in-lieu of cash; change-of-control acceleration for unvested director RS .
Compensation Structure Analysis
- Mix and pay-for-performance: Approximately 87% of CEO compensation in 2024 was performance-based; PRUs comprise 50% of annual equity with multi-year metrics (revenue and rTSR) and service period; annual OTIP tied to financial goals with limited discretion and downward adjustments where needed .
- Year-over-year shifts: CEO stock awards decreased to $4.19M (2024) from $4.87M (2023) and $5.60M (2022), indicating normalization post-onboarding and retention grants; bonus declined to $689,997 (2024) from $1,103,130 (2023), consistent with a lower company performance factor . No perquisites beyond general employee programs; no equity repricing; clawback policy exceeds SEC minimums .
- Metric design changes and shareholder feedback: rTSR weight increased to 50%, comparator changed to peer group, negative TSR cap, revenue thresholds aligned to cash flow targets; Say-on-Pay approval rose from 66% (2023) to 93% (2024) after program refinements .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $378.0M* | $402.2M* | $184.6M* |
| Net Income ($USD) | $(17.1)M* | $53.7M* | $(19.5)M* |
| EBITDA ($USD) | $10.1M* | $67.6M* | $(9.7)M* |
| EBITDA Margin (%) | 2.60%* | 16.68%* | −5.23%* |
*Values retrieved from S&P Global.
Risk Indicators & Red Flags
- Hedging/pledging prohibited; strong ownership and retention guidelines (mitigates misalignment) .
- Clawback policy (Section 954 Dodd-Frank aligned) and no excise tax gross-ups (shareholder-friendly) .
- Prior shareholder concern regarding severance in 2022 for non-qualifying termination addressed; plan to only pay severance for qualifying terminations going forward .
- No related party transactions since Jan 1, 2024 .
Compensation Peer Group and Benchmarking
- Compensation targeted around the 50th percentile of a revised peer set (healthcare supplies, tools, services); peer list and revenue stats disclosed; CEO LTIP revenue and rTSR targets calibrated to drive growth and market-relative performance .
Investment Implications
- Alignment: High variable pay, rigorous PRU metrics (revenue and rTSR with negative TSR cap), ownership guidelines, and clawback policy align CEO incentives with long-term value creation and downside protection for shareholders .
- Near-term selling pressure: Significant scheduled vesting in 2025–2027 (RS and PRUs) could create selling overhang, partially mitigated by 50% net share retention until guideline compliance .
- Retention and CoC economics: Double-trigger CoC severance (24 months salary + 200% bonus) and full time-based equity acceleration in CoC period provide stability but imply meaningful change-in-control costs; PRUs remain performance-tied, preserving alignment .
- Execution risk: 2024 revenue decline due to COVID contract taper and core headwinds underscores need to meet LTIP cumulative revenue and rTSR targets; 2024 OTIP payout at 95.7% signals disciplined bonus design with capped discretion amid mixed metrics .