David Shulkin
ORASURE TECHNOLOGIESAbout David J. Shulkin, M.D.
Independent director at OraSure Technologies since April 2020; age 65; currently serves on the Compensation Committee. Former U.S. Secretary of Veterans Affairs (2017–2018) and VA Under Secretary for Health (2015–2017); President & CEO of Shulkin Solutions, Inc. since 2018. Education: B.A. Hampshire College; M.D. Medical College of Pennsylvania (Drexel College of Medicine); residencies at Yale and University of Pittsburgh; RWJF Clinical Scholar at University of Pennsylvania; ABIM-certified in Internal Medicine. Core credentials: medical and public health expertise, government affairs, executive-level management experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Veterans Affairs | Secretary of VA | 2017–2018 | Led nation’s largest integrated health system; public sector governance experience |
| U.S. Department of Veterans Affairs | Under Secretary for Health | 2015–2017 | Oversight of clinical operations and policy |
| Shulkin Solutions, Inc. | President & CEO | 2018–present | Healthcare innovation, veterans advocacy |
| Morristown Medical Center | Executive leadership positions | Prior to 2015 | Hospital administration and operations leadership |
| Beth Israel Medical Center | Executive leadership positions | Prior to 2015 | Health system leadership |
| Temple University Hospital | Executive leadership positions | Prior to 2015 | Health system leadership |
| Drexel University School of Medicine | Executive leadership positions; academic roles | Prior to 2015 | Academic medicine leadership |
| Doctor Quality, Inc. | Founder/Chairman & CEO (entrepreneurial) | Prior to 2015 | Healthcare quality information platform |
| University of Pennsylvania Health System & HUP | Executive leadership positions | Prior to 2015 | Health system leadership |
External Roles
| Organization | Role | Status/Notes | Evidence |
|---|---|---|---|
| Cactus Acquisition Corp. 1 Ltd. | Director | 2024 proxy lists as current; subsequent 8-K indicates resignation tendered in 2024 | ; https://content.edgar-online.com/ExternalLink/EDGAR/0001213900-24-016279.html |
| Other current public co. directorships (count) | Count | 2025 proxy discloses “1” for Shulkin; company name not listed in excerpt | |
| Shulkin Solutions, Inc. (private) | President & CEO | Ongoing since 2018 |
Note: Verify current public board service given 2024 resignation notice at Cactus; 2025 proxy shows a count of one other public board, but the specific company is not named in the excerpt ; https://content.edgar-online.com/ExternalLink/EDGAR/0001213900-24-016279.html.
Board Governance
- Classification/tenure: Class I director; director since 2020; term expired at 2025 annual meeting and nominated for re-election to 2028 .
- Independence: Board determined Shulkin is independent under Nasdaq and SEC rules .
- Committee assignments (2024 vs. current): 2024 – Compensation Committee member and Nominating & Corporate Governance (NCG) member ; 2025 – Compensation Committee member (current composition: Gagliano, Kenny, Shulkin) .
- Committee chair roles: None for Shulkin (2025 Compensation Committee chaired by Dr. Gagliano) .
- Attendance: Board held 13 meetings and 6 written consents in 2024; each director attended >75% of combined Board and committee meetings; five of six directors attended the 2024 Annual Meeting (attendance expected by policy) .
- Executive sessions: Board usually meets in executive session at regularly scheduled meetings .
- Interlocks/related-party: Compensation Committee disclosed no interlocks and no related-person transactions involving its members (including Shulkin) .
Fixed Compensation (Director)
| Item | 2024 Amount/Policy | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $65,000 | Actual cash fees paid to Shulkin in FY2024 |
| Stock Awards (2024) | $105,000 | Aggregate grant-date fair value of annual restricted stock award |
| Option Awards, NEIP, Pension/Perks | — | None reported for non-employee directors |
| Annual Fee Schedule (2024 policy) | Board member base: $55,000; Committee chair: $20,000 (Audit/Comp/NCG); Committee member (non-chair): $5,000; Board Chair add’l: $25,000 | Paid quarterly; directors may elect shares in lieu of cash |
| Policy change effective 1/1/2025 | Board Chair annual fee increased to $50,000 | Equity for Board Chair adjusted (see below) |
Performance Compensation (Director)
| Element | Structure | Grant/Terms |
|---|---|---|
| Annual equity grant (2024 policy) | Time-vested restricted stock (RS) | Annual grant value $105,000 for board members; Board Chair additional $25,000; vests on/by next annual meeting |
| Initial equity grant (new directors) | Time-vested RS | $100,000; cliff vests after 2 years |
| Change in control | Acceleration | Unvested RS for directors vests in full upon change of control; pro-rata vest if a director leaves before the vesting period ends (non-CoC) |
| Deferred compensation | Eligible | Directors may defer fees and restricted stock under the NQDC Plan |
| Policy change effective 1/1/2025 | Equity structure | Eliminated Board Chair’s incremental annual equity; increased annual grant for non-employee directors to $185,000 |
Performance metrics tied to director pay: None (director equity is time-based RS; no stated financial/ESG performance conditions) .
Director Compensation Detail (FY2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David J. Shulkin, M.D. | 65,000 | 105,000 | 170,000 |
Unvested RS held at 12/31/2024: 19,943 shares (Shulkin) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| OraSure Technologies (OSUR) | Independent Director | Compensation Committee member | Independent status affirmed |
| Cactus Acquisition Corp. 1 Ltd. | Director (historical) | n/a | Listed as current in 2024 proxy; resignation tendered in 2024 per Form 8-K ; https://content.edgar-online.com/ExternalLink/EDGAR/0001213900-24-016279.html |
| Other current public board(s) | Count = 1 (per 2025 proxy) | n/a | Company name not provided in excerpt; verify in full proxy or subsequent filings |
Compensation Committee interlocks: None; Shulkin and all Compensation Committee members had no related-person transactions requiring disclosure .
Expertise & Qualifications
- Medical/public health expertise (MD; ABIM board-certified) .
- Government affairs and large-scale system leadership (VA Secretary and Under Secretary) .
- Executive-level management; entrepreneurship and healthcare innovation (Shulkin Solutions; Doctor Quality) .
- Board skills matrix highlights regulatory and health systems experience across the board, consistent with Shulkin’s profile .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of record date 3/21/2025) | 60,317 shares; <1% of class |
| Includes unvested RS (as of 12/31/2024) | 19,943 shares |
| Shares pledged | Company policy prohibits pledging by directors |
| Stock ownership guidelines (2024) | 3x annual director cash fees; 5-year compliance window |
| Stock ownership guidelines (effective 1/1/2025) | 4x annual director cash fees |
Insider Trades (Form 4) – Shulkin (2023–2025)
Pattern: Annual restricted stock awards granted around OSUR’s annual meeting date, with same-day/adjacent tax-withholding transactions; illustrates equity-based alignment and no open-market selling.
Governance Assessment
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Strengths supporting investor confidence:
- Independence and relevant domain expertise (medicine, public health, government affairs) aligned with OSUR’s diagnostics focus .
- Active Compensation Committee role; committee independence affirmed; use of independent consultant (Pay Governance); no interlocks/related-party transactions .
- Board engagement robust in 2024 (13 meetings; >75% attendance by all directors; executive sessions customary) .
- Alignment mechanisms: director equity grants; prohibition on hedging/pledging; strengthened director stock ownership guideline to 4x cash fees effective 2025 .
- Shareholder sentiment trend: Say-on-Pay approval improved from 66% (2023) to 93% (2024) after program changes and outreach—signal of responsive governance .
-
Watch items / potential flags:
- External public directorship status requires confirmation: 2024 resignation from Cactus Acquisition Corp. 1 Ltd. noted; 2025 proxy shows “1” other public directorship—clarify to avoid overboarding or conflict perceptions ; https://content.edgar-online.com/ExternalLink/EDGAR/0001213900-24-016279.html.
- Director compensation structure relies on time-based RS (no performance conditions), which is typical for directors but offers limited explicit performance linkage; monitor 2025 increase in annual director equity grant value ($185k) for pay escalation optics .
- Individual compliance with ownership guidelines not itemized; proxy notes two newly joined directors were temporarily out of compliance as of 12/31/2024 (within allowed 5-year window) .
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Overall: Shulkin brings high-relevance expertise and independent oversight on the Compensation Committee with clean interlock/related-party posture. Equity awards and ownership policies support alignment; ensure clarity on external directorship(s) and continue to monitor director pay levels and share accumulation relative to the 4x guideline .