Robert McMahon
ORASURE TECHNOLOGIESAbout Robert W. McMahon
Robert W. McMahon, age 56, is an independent director of OraSure Technologies (OSUR), serving since July 2023 as a Class II director with a term expiring in 2026. He chairs the Audit Committee and is designated an Audit Committee financial expert. McMahon is Senior Vice President and Chief Financial Officer of Agilent Technologies, Inc. (since Aug/Sep 2018), and previously served four years as CFO of Hologic, Inc. and 20 years at Johnson & Johnson, most recently as Worldwide VP of Finance & Business Development for Ortho Clinical Diagnostics. He holds an MBA in Finance from the University of Central Florida and a bachelor’s in Finance from the University of Florida .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hologic, Inc. | Chief Financial Officer | 4 years (prior to 2018) | Helped reshape product portfolio and significantly improved performance and profitability . |
| Johnson & Johnson (Ortho Clinical Diagnostics) | Worldwide VP Finance & Business Development | Part of 20-year J&J tenure | Senior finance leadership across medical devices/diagnostics . |
External Roles
| Organization | Role | Since | Scope |
|---|---|---|---|
| Agilent Technologies, Inc. | SVP & Chief Financial Officer | Aug/Sep 2018 | Responsible for Finance, Audit, Treasury, Tax, and Investor Relations . |
| Other public company boards | None | — | No current public company directorships beyond OSUR . |
Board Governance
- Independence: Board determined McMahon is independent under Nasdaq and SEC rules; all standing committees are composed solely of independent directors .
- Committee leadership: Audit Committee Chair; designated Audit Committee financial expert .
- Meeting cadence and attendance: Board held 13 meetings in 2024; each director attended >75% of combined Board and committee meetings; Board typically meets in executive session at regularly scheduled meetings .
- Shareholder engagement: McMahon participated directly in investor outreach meetings focused on governance topics in 2024–2025 .
- Risk oversight and related-party controls: Audit Committee oversees major risk exposures (financial, legal, regulatory, IT/cybersecurity) and pre-approves all related-party transactions; no related-person transactions requiring disclosure since Jan 1, 2024 .
| Committee | Role | Independence | Financial Expert | Meetings in 2024 |
|---|---|---|---|---|
| Audit | Chair | Independent | Yes | 6 . |
| Audit Fees (External Auditors) | 2024 | 2023 |
|---|---|---|
| Audit Fees ($) | $1,006,336 | $1,681,614 |
| Tax Fees ($) | $210,958 | $140,464 |
| Total ($) | $1,217,294 | $1,822,078 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $75,000 | Reflects Board member base ($55,000) plus Audit Chair fee ($20,000) under director policy . |
| Director Policy – Annual Cash Fees (2024) | Amount |
|---|---|
| Board Member (Base) | $55,000 |
| Board Chair (Additional) | $25,000 (raised to $50,000 effective Jan 1, 2025) |
| Audit Chair | $20,000 |
| Compensation Chair | $20,000 |
| Nominating & Governance Chair | $20,000 |
| Non-chair Committee Member | $5,000 |
Performance Compensation
- Directors receive restricted stock (RS) grants with time-based vesting; no performance metrics apply to director equity.
- Initial Grant: $100,000 RS upon joining; cliff-vests after 2 years .
- Annual Grant: $105,000 RS in 2024 (vests by next annual meeting); effective Jan 1, 2025, Annual Grant for non-employee directors increased to $185,000; Chair’s additional annual equity eliminated alongside higher cash fee .
- Change-of-control: unvested director RS fully accelerates upon change of control (single trigger); if a director leaves before vest date for reasons other than change of control, pro-rata vesting based on service duration applies .
- Deferred compensation: directors may defer fees and restricted shares under the Non-Qualified Deferred Compensation Plan .
| Equity Element | 2024 Grant Value ($) | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Annual RS Grant | $105,000 | Vests by next annual meeting . | Full acceleration of unvested RS (single trigger) . |
| Initial RS Grant (on joining) | $100,000 | Cliff vests after 2 years . | Full acceleration on change of control . |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company boards | None . |
| Compensation Committee interlocks | None; committee members neither officers nor engaged in related-person transactions; Pay Governance engaged as independent consultant with no conflicts in 2024 . |
Expertise & Qualifications
- Board skills matrix attributes McMahon with Financial Analysis & Control, Business Operations, Commercial Execution, and M&A experience; Board intentionally blends deep domain and varied skill sets .
- Designated Audit Committee financial expert by the Board .
Equity Ownership
- Ownership guidelines: non-employee directors required to hold 3x annual cash fees; increased to 4x effective Jan 1, 2025; 5-year compliance window; hedging and pledging prohibited .
- Beneficial ownership (proxy record date March 21, 2025): 42,646 shares (<1% of class), which includes unvested RS; directors’ unvested RS at 12/31/2024 for McMahon totaled 42,646 shares .
| Date/Measure | Shares | Notes |
|---|---|---|
| Unvested RS at 12/31/2024 | 42,646 | Director-level RS count. |
| Beneficial ownership at 3/21/2025 | 42,646; <1% | Footnote includes unvested RS in reported amount . |
| Post Form 4 (7/31/2025) | 99,919 | Shares owned after withholding 7,317 for taxes on RS vesting (Code F) . |
Director Compensation (Detail)
| Category | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $75,000 |
| Stock Awards (Grant-date fair value, ASC 718) | $105,000 |
| Options | — (none) |
| Total | $180,000 |
Board Engagement & Shareholder Signals
| Item | 2023 | 2024 |
|---|---|---|
| Say-on-Pay approval | 66% | 93% |
- Investor outreach: team included Board Chair, Audit Chair (McMahon), CEO, CFO; Chair participated in >50% of governance-focused meetings; management offered to recuse themselves for compensation discussions if requested .
Governance Assessment
- Strengths: Independent Audit Chair and SEC-designated financial expert; consistent >75% attendance; robust risk oversight and RPT pre-approval; prohibition on hedging/pledging; equity ownership guidelines strengthened to 4x fees; active shareholder engagement and improved Say-on-Pay (93% in 2024) .
- Alignment: Director pay mixes cash fees with time-vested equity; policy provides pro-rata vesting for service and full acceleration on change of control; McMahon’s disclosed holdings increased in 2025 following RS vesting events, indicating growing equity alignment .
- Potential conflicts/overboarding: McMahon is CFO of Agilent; the Nominating & Governance Committee expressly considers existing commitments when nominating directors, seeking candidates capable of devoting required time; no related-person transactions reported since Jan 1, 2024 .
- RED FLAGS to monitor: Single-trigger acceleration of director equity upon change of control ; compliance with increased 4x ownership guideline over 5-year horizon (company noted two directors were not yet in compliance as of 12/31/2024 due to recent appointments, without naming individuals) .