Nancy Gagliano
ORASURE TECHNOLOGIESAbout Nancy J. Gagliano, M.D.
Independent director since November 2021; age 65. Former interim CEO of OraSure (Mar–Jun 2022). Senior physician–executive with 35+ years’ experience spanning NIH’s RADx Tech program, CVS Health (CMO, MinuteClinic; SVP enterprise programs), Culbert Healthcare Solutions (CMO), and leadership roles at Massachusetts General Hospital; education: MD (Harvard Medical School), MBA (Northeastern University), BS in Computer Science & Biology (Union College). Chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee; no current public company directorships outside OSUR.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OraSure Technologies, Inc. | Interim Chief Executive Officer | Mar–Jun 2022 | Led transition period prior to permanent CEO appointment |
| National Institutes of Health – RADx Tech | Executive leader, Rapid Acceleration of Diagnostics | May 2020–Nov 2021 | Helped oversee >$1B of sponsored programs to expand COVID-19 testing |
| Culbert Healthcare Solutions | Chief Medical Officer | Sep 2016–May 2020 | Strategic guidance on healthcare consulting services |
| CVS Health | Chief Medical Officer, MinuteClinic; Senior Vice President (enterprise programs incl. smoking cessation, telemedicine) | Not disclosed | Senior leadership roles; enterprise program development |
| Massachusetts General Hospital / MGH Physicians Organization | Practicing internal medicine physician; leadership roles | Not disclosed | Multiple leadership positions |
External Roles
| Company/Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Public company boards | None | — | No other current public company directorships disclosed |
Board Governance
- Independence: Determined independent by the Board in Q1’25 under SEC/Nasdaq rules. All standing committees (Audit; Compensation; Nominating & Corporate Governance) are fully independent.
- Committee assignments and chair roles (2024): Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. Compensation Committee held 5 meetings; Nominating & Corporate Governance held 4.
- Board attendance: The Board held 13 meetings plus 6 written consents; each director attended >75% of combined Board and committee meetings. Executive sessions usually occur at all regular meetings.
- Board leadership: Independent Chair separate from CEO.
- Risk oversight and cybersecurity: Audit Committee oversees major risk exposures and reviews cybersecurity program.
Fixed Compensation (Director)
| Component | Structure / Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $55,000 | Paid quarterly; election to take in stock available |
| Committee chair fee (Compensation) | $20,000 | Per committee chair role |
| Committee membership fee (non-chair) | $5,000 | Per committee |
| Board Chair additional cash fee (2024) | $25,000 | Increased to $50,000 effective Jan 1, 2025 |
| Nancy Gagliano – 2024 cash fees (paid) | $88,333 | Actual cash received in 2024 |
Performance Compensation (Director Equity)
| Award Type | Grant Value (2024) | Vesting | 2025 Policy Update | CoC Treatment |
|---|---|---|---|---|
| Initial RS grant (on joining) | $100,000 | Cliff vests at 2 years | — | Unvested RS fully vest upon change of control |
| Annual RS grant (base, non-Chair) | $105,000 | Vests by next Annual Meeting | Increased to $185,000 effective Jan 1, 2025 | Unvested RS fully vest upon change of control |
| Board Chair incremental equity | $25,000 (2024) | Vests by next Annual Meeting | Eliminated effective Jan 1, 2025 | Unvested RS fully vest upon change of control |
| Nancy Gagliano – 2024 stock awards (grant-date fair value) | $105,000 | Time-vested RS (no performance metrics) | — | — |
- Deferred compensation: Directors may defer fees and restricted stock under the Company’s non-qualified plan.
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other current public company boards | None |
| Compensation Committee interlocks | None; committee members (incl. Gagliano) have not served as company officers; no related transactions requiring disclosure. |
Expertise & Qualifications
- Board skills matrix indicates strengths in Business Operations, Regulatory (US & International), Global Business, and Health Systems & Life Sciences.
- Educational credentials: MD (Harvard), MBA (Northeastern), BS (Union College, CS & Biology).
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 91,524 shares (includes unvested RS) |
| Unvested RS included | 19,943 shares |
| Options exercisable within 60 days | None disclosed for Gagliano (only Aspinall and group amounts listed) |
| Shares outstanding (record date) | 77,488,414 shares (Mar 21, 2025) |
| Ownership as % of outstanding | ~0.12% (computed: 91,524 / 77,488,414) |
| Stock ownership guideline | 4x annual director cash fees effective Jan 1, 2025 (prior guideline was 3x through 2024) |
| Compliance note (boardwide) | As of Dec 31, 2024, two non-employee directors were not in compliance due to recent joining; five-year phase-in applies (names not disclosed). |
| Hedging/pledging | Prohibited by policy |
Director Compensation – 2024 (Actuals)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | Change in Pension/Deferred Earnings ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Nancy J. Gagliano, M.D. | $88,333 | $105,000 | — | — | — | — | $193,333 |
Related-Party Transactions and Conflicts
- Company disclosure states no related person transactions since January 1, 2024 requiring proxy disclosure; Audit Committee pre-approves any such transactions per policy.
- No compensation committee interlocks or insider participation that raise conflict concerns.
- Director equity awards accelerate on change of control (single-trigger for directors), typical market practice but investors may monitor magnitude given 2025 increase in annual grant value.
Say-on-Pay & Shareholder Feedback (Context for Comp Committee Chair Role)
- Say-on-Pay approval improved from 66% in 2023 to 93% in 2024 following investor engagement and program changes (e.g., rTSR weight increases, thresholds, capped payouts).
- Compensation consultant: Pay Governance engaged; independence review concluded no conflicts.
Governance Assessment
- Strengths: Independent status; chairs a fully independent Compensation Committee; no related-party transactions; robust anti-hedging/anti-pledging policy; stock ownership guideline raised to 4x fees; improved Say-on-Pay support in 2024 following program refinements and investor outreach; board holds executive sessions and maintains independent chair structure.
- Monitoring items: Director equity accelerates on change-of-control (standard but noteworthy); 2025 policy increases annual director equity grant to $185,000—watch total pay trajectory versus peers and pay-for-time versus performance for non-employee directors.
- Attendance: All directors exceeded 75% attendance; committees met regularly (Comp: 5; N&CG: 4), supporting engagement.