Lelio Marmora
ORASURE TECHNOLOGIESAbout Lelio Marmora
Independent director of OraSure Technologies (OSUR) since 2020; Class III director with term expiring 2027; age 58. He is designated independent under Nasdaq/SEC rules and serves on the Audit Committee and the Nominating & Corporate Governance Committee. Marmora holds a Master’s degree in International Law and Administration of International Organizations from Université Panthéon-Assas (Paris II) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unitaid (Geneva-based investment fund) | Chief Executive Officer | 2006–2014 | Oversaw ~$300M/year investing to promote development/market introduction of treatments and technologies in 100+ countries |
| The Global Fund to Fight AIDS, Tuberculosis and Malaria | Director for Africa & Middle East; later Board member | 2006–2014 | Oversaw $8B portfolio across Africa & Middle East |
| World Bank; UN agencies | Various executive leadership roles | Not disclosed | International public health and funding expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Management Lab Inc. (Geneva) | President & Chief Executive Officer | Since June 2020 | Advisory services for global health corporate strategies; sits on several global health strategic advisory boards |
| MTV Foundation (London) | Board member | Not disclosed | Media response to HIV/AIDS providing targeted information |
| Santé Mondiale 2030 (France) | Founder and member | Not disclosed | Independent global health think-tank with Nobel laureates and sector figures |
Board Governance
- Committee assignments: Audit Committee member (independent); Nominating & Corporate Governance Committee member (independent) .
- Audit Committee experts: McMahon and Aspinall designated financial experts; Marmora not designated as financial expert .
- Independence: Board majority independent; committees are solely independent; Marmora affirmed independent in 2025 annual review .
- Meetings and attendance: Board held 13 meetings and 6 written consents in 2024; Directors, including Marmora, attended >75% of Board and applicable committee meetings. Audit Committee met 6 times; Nominating & Corporate Governance met 4 times. Board typically holds executive sessions at regular meetings .
- Leadership: Independent Board Chair (separate from CEO) .
- Stockholder meeting attendance: Board expects attendance; five of six directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 65,000 | Director base and committee fees per policy |
| Stock Awards (Restricted Stock) | 105,000 | Annual restricted stock grant fair value |
| Total | 170,000 | Sum of cash fees and stock awards |
Director fee schedule (policy in effect during 2024; paid quarterly):
| Position | Annual Fee ($) |
|---|---|
| Board Member (Base) | 55,000 |
| Board Chairperson (Additional) | 25,000 (raised to $50,000 effective Jan 1, 2025) |
| Audit Chair | 20,000 |
| Compensation Chair | 20,000 |
| Nominating & Corporate Governance Chair | 20,000 |
| Committee Member (non-chair) | 5,000 |
Equity award practice for directors:
- Initial grant: $100,000 restricted stock, cliff vests after 2 years upon joining the Board .
- Annual grant: $105,000 restricted stock, vests by next Annual Meeting; effective Jan 1, 2025, annual grant for non-employee directors increased to $185,000 and chair’s extra annual grant removed (chair cash fee increased to $50,000) .
- Change-of-control: All unvested director restricted stock vests immediately upon a qualifying change of control; pro-rata vesting upon Board departure during the vesting period (other than change of control) .
- Deferred compensation: Directors may defer cash fees and restricted stock under the Non-Qualified Deferred Compensation Plan .
Performance Compensation
| Metric | Detail |
|---|---|
| Performance-based equity for directors | None disclosed; director equity is time-vested restricted stock (no performance metrics) |
| Cash incentive plans | None for directors; compensation is retainer, chair/member fees, and annual restricted stock |
Other Directorships & Interlocks
| Company | Type | Role | Interlock Notes |
|---|---|---|---|
| None | Public company | — | No current public company directorships disclosed |
| MTV Foundation | Non-profit | Board member | Not a public company; no related-party transactions disclosed by OSUR |
| Santé Mondiale 2030 | Think-tank (non-profit) | Founder/member | No related-party transactions disclosed by OSUR |
Expertise & Qualifications
- Extensive international public health experience; executive leadership in global funding and health technology introduction .
- Expertise in public funding mechanisms and health systems across geographies .
- Academic credential: Master’s in International Law and Administration of International Organizations (Paris II) .
- Board skills matrix indicates global business and regulatory experience; health systems/life sciences background .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 67,720 |
| Percent of class | <1% |
| Unvested restricted stock (as of 12/31/2024) | 19,943 shares |
| Options exercisable within 60 days | None listed for Marmora (only Aspinall shown with options in footnote) |
| Shares pledged | Prohibited by policy (no pledging allowed) |
| Ownership guidelines | Non-employee directors required to hold 3x director cash fees; increased to 4x effective Jan 1, 2025; includes restricted stock and deferred shares; 5-year compliance window |
| Trading/hedging | Hedging, short sales, margin purchases prohibited; pre-approval and trading windows apply |
Governance Assessment
- Independence and committee service: Marmora is independent, serves on Audit and Nominating & Corporate Governance—key oversight committees—supporting board effectiveness in financial reporting, risk, and governance .
- Attendance and engagement: Board met frequently in 2024 (13 meetings); directors exceeded the 75% attendance threshold; audit and governance committees met 6 and 4 times, respectively—consistent with active oversight .
- Alignment policies: Robust stock ownership guidelines (now 4x fees), prohibition on hedging/pledging, and ability to defer compensation enhance alignment with shareholders .
- Conflicts/related parties: The company reports no related-person transactions since Jan 1, 2024; Marmora’s external roles are primarily non-profit/advisory with no disclosed transactions with OSUR .
- Compensation structure signals: Director pay combines fixed cash with time-vested equity; effective 2025, board increased annual equity grants for non-employee directors to $185,000, and raised chair cash fees—investors should monitor pay inflation versus governance outcomes and dilution impact (equity vests on change of control) .
- Executive sessions and independent chair: Regular executive sessions and an independent chair support strong board independence and oversight .
RED FLAGS to monitor: immediate vesting of director equity upon change-of-control (common, but can be viewed as entrenchment risk) ; 2025 increase in director equity grant value (pay inflation risk if not tied to enhanced governance/strategy outcomes) .