Steven Boyd
ORASURE TECHNOLOGIESAbout Steven Boyd
Steven K. Boyd is an independent Class II director of OraSure Technologies (OSUR), appointed October 28, 2025; he serves on the Audit Committee and the Nominating & Corporate Governance Committee, with the Board affirming his independence under Nasdaq and SEC Rule 10A‑3 . He is a seasoned healthcare investor and former Partner at Camber Capital Management, with more than two decades of public markets experience across medical devices, diagnostics and life science tools; he holds a BS from Boston College (1999–2003) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camber Capital Management | Partner | ~2010–2025 | Helped grow AUM from ~$300M to nearly $3B; led investments in medical devices, diagnostics, and life science tools subsectors . |
External Roles
- No current public company directorships disclosed by OraSure at appointment; no related-party transactions or familial relationships; no arrangements or understandings pursuant to which he was selected .
- Company Board member profile confirms investor background; no other public boards listed .
Board Governance
| Attribute | Details |
|---|---|
| Independence | Determined independent under Nasdaq rules and SEC Rule 10A‑3 at appointment . |
| Committees | Audit Committee; Nominating & Corporate Governance Committee (not a chair) . |
| Board structure | Classified board (three classes, staggered terms). Board reaffirmed staggered terms for continuity; three-year terms . |
| Attendance expectations | Directors expected to attend Annual Meeting and >75% of Board/Committee meetings; 2024 directors met this threshold; five of six attended 2024 Annual Meeting . |
| ESG and risk oversight | ESG overseen by Board; Audit Committee oversees financial, legal, regulatory, operational, IT, cybersecurity risks . |
| Insider trading/hedging/pledging | Hedging and pledging prohibited for directors; insider trading policy with pre-approval and windows . |
| Ownership guidelines | Non-employee directors must hold 4x annual director cash fees (effective Jan 1, 2025); five-year compliance window; 50% net share retention until guideline met . |
Fixed Compensation
| Component | Policy (2024 unless noted) | Notes |
|---|---|---|
| Annual Board retainer (member) | $55,000 | Paid quarterly; director may elect to receive fees in stock . |
| Board Chair additional fee | $25,000 (2024); increased to $50,000 effective Jan 1, 2025 | Annual grant for Chair eliminated from 2025 while cash fee increased . |
| Committee Chair fees | Audit Chair $20,000; Compensation Chair $20,000; N&CG Chair $20,000 | — |
| Committee member fees | $5,000 per committee (non-chair) | Applies to Audit, Compensation, N&CG . |
| Deferred compensation | Directors may defer fees and RS under the Non-Qualified Deferred Compensation Plan | — |
Performance Compensation
| Component | Policy | Vesting / Performance |
|---|---|---|
| Initial equity grant (on joining Board) | Time-vested restricted shares with grant-date value $100,000 | Cliff vests two years from grant; not performance-based . |
| Annual equity grant (non-employee directors) | $105,000 RS (base) in 2024; Chair had additional $25,000 in 2024 | From 2025: Chair’s annual grant eliminated; non-employee directors’ annual grant increased to $185,000 RS; vests by next Annual Meeting . |
| Change of control | Unvested RS for directors accelerates in full upon change of control; pro‑rata vesting upon board departure for annual grants | — |
| Clawback | Compensation recoupment policy administered by Compensation Committee for executives and non-employee directors; Company’s clawback exceeds SEC minimums for officers; directors covered for policy administration . |
Other Directorships & Interlocks
| Entity | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| Camber Capital Management | Former Partner | Private | Camber was a >5% OSUR shareholder as of prior filings (5.5%); Boyd described as “former investor,” and independence affirmed; 8‑K states no related-party transactions and no arrangements at appointment . |
Expertise & Qualifications
- Capital markets and investor perspective; healthcare sector depth across diagnostics and medical devices .
- Committee service on Audit and Nominating & Corporate Governance aligns with financial oversight and board composition skills .
- Education: BS, Boston College (1999–2003) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (shares, %) | Not disclosed for Boyd in OSUR’s March 21, 2025 beneficial ownership table (pre-appointment); will be reported in next proxy/Forms 3/4 . |
| Initial RS grant | $100,000 time-vested RS; two-year cliff vest from 10/28/2025 . |
| Ownership guidelines | 4x annual director cash fees; five-year window to achieve; 50% net share retention until met . |
| Hedging/pledging | Prohibited . |
| Deferred comp | Eligible to defer fees and RS . |
Governance Assessment
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Strengths
- Independent director added as part of Board refresh; brings capital markets discipline and sector expertise; independence affirmed; assigned to Audit and N&CG committees, signaling focus on financial oversight and governance .
- Director ownership alignment via 4x fee ownership guidelines and RS grants; hedging/pledging prohibited; change-of-control and pro‑rata vesting policies clearly disclosed .
- Strong committee frameworks and risk oversight; Audit reviews cybersecurity and major risks; compensation governance emphasizes no repricing and clawback policy .
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Potential Risks / Red Flags
- Classified (staggered) board structure maintained, which can reduce shareholder flexibility in board refresh or accountability relative to declassified boards .
- Prior affiliation with Camber Capital, a >5% shareholder, raises perceived interlock risk; however, Boyd is described as “former investor,” independence is affirmed, and 8‑K reports no related-party transactions or arrangements at appointment, mitigating conflict concerns .
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Implications for investor confidence
- The appointment of an investor with diagnostics focus and committee placement on Audit/N&CG is a positive governance signal for capital allocation discipline, risk oversight, and board composition. Clear director pay structures and ownership policies support alignment; the staggered board remains a governance trade‑off investors should monitor .