DEF 14A of Orasure Technologies Inc, Apr 30, 2026

DEF 14A of Orasure Technologies Inc

Filed Apr 30, 2026 · FY20250001116463-26-000032

Open on EDGAR

  1. Proposal No. 1 – Election of Directors

    Proposal No. 1 – Election of Directors The table below provides summary information about each of our nominees for Class II Directors, whose new terms will expire at the 2029 Annual Meeting of Stockholders. The Board is recommending that stockholders vote for each of the Company's Director nominees.

  2. Proposal No. 1 – Election of Directors

    | | | | | Committee Memberships1 | | | Other Public Boards | | Name and Principal Occupation | Age | Director Since | Independent | AC | CC | N& CG | | | Steven K. Boyd | | | | | | | | | Former Partner, Camber Capital Management | 44 | 2025 | Yes | √ | √ | No | No | | Robert W. McMahon | | | | | | | | | Senior Vice President & Chief Financial Officer, West Pharmaceutical Services | 57 | 2023 | Yes | C | No | No | No | | John D. Bertrand | | | | | | | | | Former Chief Executive Officer, Digital Diagnostics | 42 | 2026 | Yes | No | No | √ | No |

  3. Proposal No. 1 – Election of Directors

    ______________________ 1AC = Audit Committee; CC = Compensation Committee; N&CG = Nominating & Corporate Governance Committee; C = Chair; √ = Member.

  4. Proposal No. 4 – Amendment and Restatement of Stock Award Plan

    Proposal No. 4 – Amendment and Restatement of Stock Award Plan In order to enable the Company to continue to attract qualified directors, officers, employees and outside advisors, and to compensate these individuals in a manner that is competitive with compensation provided by other medical diagnostic and healthcare companies, the Board has determined that additional shares of Common Stock are needed to be available for grants under the Company’s Stock Award Plan. In addition, the Board wants to ensure that sufficient shares are available, if needed, to provide retention or other equity awards in connection with potential acquisitions or other business development activities. Accordingly, subject to stockholder approval, the Board approved an amendment and restatement of the OraSure Technologies, Inc. Stock Award Plan (last amended and restated, March 24, 2025) (the “Stock Award Plan” or the “Plan”) to increase the number of shares to be authorized for grant under the Plan by 5,000,000 shares and extend the term of the Plan for an additional ten years. This increase will be sufficient for the granting of equity awards under the Amended and Restated Stock Award Plan for approximately one additional year (i.e., for grants through 2027). On and after April 20, 2026, as a result of this increase, there will be a total of 6,982,477 shares available in the Plan for future issuance, subject to stockholder approval. A copy of the Amended and Restated Stock Award Plan reflecting this amendment is attached as Annex A to this Proxy Statement. The Board is recommending that stockholders vote in favor of the amendment and restatement of the Company’s Stock Award Plan, as described in this Proxy Statement.

  5. Proposal No. 5 – Amendment to the Company’s Certificate of Incorporation

    | •Target total compensation for our executives at the 50th percentile of the Company’s peer group (as set forth in the CD&A) (the “Peer Group”). | •Regular stockholder outreach on compensation and governance matters for consideration and incorporation. | | •The Compensation Committee retains an independent compensation consultant to provide independent assessment and advice. | •Strong stock ownership and retention requirements for executives and Directors coupled with anti-hedging and anti-pledging provisions. | | •Compensation is predominantly variable and includes a mix of cash and equity, and short-term and long-term components tied to key, pre-determined performance-based metrics. | •Compensation recoupment or “clawback” policy that expands beyond minimum SEC requirements. | | •PRUs are earned based on achievement of (i) three-year cumulative revenue and (ii) three-year relative total stockholder return (“rTSR”) goals. | •No excise tax gross-up in any of our NEO employment agreements and no “single trigger” change-in-control severance in any of our new executive employment agreements. | | •The Compensation Committee and Board may adjust the annual incentive bonus downward based on profitability, cash liquidity, or other needs of the Company. | •As a general practice, NEOs do not receive perquisites that are not offered to all employees of the Company. |

  6. Proposal No. 5 – Amendment to the Company’s Certificate of Incorporation

    | Topic | What the Company Heard | Company Response & Actions | | Executive Compensation | Further align incentive-based compensation with key measures of success | Elements that we have incorporated and maintain in our compensation plan include the following: In OTIP: •There are no individual performance modifiers for NEOs •Revenue component payout is capped at 100% if core revenue does not grow In LTIP: •50% of LTIP is performance-based •rTSR target is 51st percentile (p51) such that OraSure has to outperform its peer group to achieve 100% attainment •If absolute TSR performance is negative, rTSR component payout is capped at 105%, even if rTSR performance is p51 or better In 2025, we evolved the OTIP to align with lower financial targets resulting from expected declines in COVID-19 volumes from 2024 to 2025 including: •Increasing the weight of the revenue component to 60%, while decreasing the weight of the cost savings component to 15% and maintaining adjusted operating income weight at 25% •Reducing the payout percentage for delivering revenue at threshold from 80% to 50% •Reducing the maximum payout percentage for cost savings from 200% to 160% Prior enhancements made to LTIP in 2023 and 2024 were maintained in 2025. | | | Provide key measures of success for NEOs for the current fiscal year in the current proxy statement | •Historically, the Company has not provided long-term financial guidance. The Company remains committed to providing stockholders with full disclosure of performance hurdles and achieved performance results upon completion of the applicable performance cycles. | | | Equity grants should be awarded as part of an ongoing pay-for-performance program, and one-time retention grants should be rare | •No issuance of one-time grants for executive retention in 2025, 2024, or 2023. | | Sustainability | Identification of Sustainability-related topics that are Material to the Company | •We completed a Materiality Assessment in 2024 and shared the results in our OTI Cares CSR Report in 2024 and 2025. | | Environmental | Disclosure of Scope 1 and Scope 2 Greenhouse Gas (GHG) emissions data | •We completed a study of our GHG emissions and shared the results as part of our OTI Cares CSR Report in 2024 and 2025. | | Social and Human Capital | Disclosure of additional data regarding our workforce and Human Capital initiatives | •We disclosed additional data and discussion on this topic, including our recruiting, retention, and employee engagement initiatives, as part of our OTI Cares CSR Report in 2024 and 2025. |

  7. Proposal No. 5 – Amendment to the Company’s Certificate of Incorporation

    | We believe it is inappropriate for any employee of the Company or its affiliates or any member of the Board to engage in short-term or speculative transactions involving Company securities, including entering into financial instruments or engaging in other transactions that hedge or offset, or that are designed to hedge or offset, any decrease in the market value of our Common Stock. As a result, our insider trading policy prohibits Directors, executive officers and all other employees from entering into transactions involving our Common Stock, such as short sales, the buying or selling of puts or calls, the purchase of securities on margin, prepaid variable forward contracts, equity swaps, collars, exchange funds and other similar financial instruments. Our policy also prohibits employees and Directors from pledging shares of our Common Stock as collateral. | We have implemented several governance policies related to our Common Stock. Our policies prohibit short-term, speculative transactions in our stock, such as hedging, pledging and short sales. |

  8. Proposal No. 5 – Amendment to the Company’s Certificate of Incorporation

    Any individual who becomes subject to the guidelines is required to meet the guidelines within five years. Any individual already subject to the guidelines who becomes subject to a higher ownership requirement, due to a promotion, a further amendment to the guidelines or an increase in compensation, is required to meet the new ownership requirement within five years following the effective date of promotion, change in compensation or guideline amendment. In determining whether an individual meets the required ownership requirement, shares owned directly or indirectly, restricted stock (including both time and performance-based) and shares deferred under our deferred compensation plan will be counted. Compliance will be determined as of December 31 of each fiscal year. The guidelines also require each covered individual to retain at least 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the individual’s holdings of Common Stock equal or exceed the applicable ownership requirement. As of December 31, 2025, NEOs and Directors were in compliance with the stock ownership guidelines, with two Directors being within the five-year period to achieve the ownership requirements.

  9. Proposal No. 5 – Amendment to the Company’s Certificate of Incorporation

    Since January 1, 2025, there have been no transactions with related persons that would require disclosure in this Proxy Statement. The Audit Committee is required to review and approve in advance all transactions with related persons involving the Company. The Audit Committee may approve a related party transaction if the transaction is on terms comparable to those that could be obtained in arms’ length dealings with an unrelated third party. The Audit Committee also reviews any public disclosures of a related party transaction contained in our SEC filings. These responsibilities are described in the Audit Committee’s charter, a copy of which is available on our website at www.orasure.com. Information regarding employment, severance and retirement agreements between our executive officers and the Company is set forth in the Section entitled, “Employment Agreements and Potential Payments Upon Termination or Change of Control,” in this Proxy Statement.

  10. Proposal No. 5 – Amendment to the Company’s Certificate of Incorporation

    | Summary Compensation Table | 55 | | Grants of Plan-Based Awards | 56 | | Outstanding Equity Awards at December 31, 2025 | 57 | | Option Exercises and Stock Vested | 58 | | Retirement Benefits | 58 | | Nonqualified Deferred Compensation | 58 |

  11. 2025 NEO Compensation at a Glance

    2025 NEO Compensation at a Glance NEO compensation for 2025 was as follows: •Base Salary: Our CEO's base salary was last increased in 2023. In 2025 we increased our CFO and former Chief Product Officer's base salaries by 2.9% and 2.7%, respectively, after considering the performance of each executive and the Company during 2024, the marketplace compensation data provided to the Compensation Committee in 2024 by its compensation consultant, and the Company-wide average salary merit increase budget of 3.0%. •OraSure Technologies Incentive Plan ("OTIP"): Incentive cash bonus awards for 2025 performance were based on pre-established financial goals consistent with our operating plan. Payouts determined based on actual Company performance during 2025 were at 24.0% of target for each of the NEOs (other than Ms. Weber) based on Company results. The Compensation Committee has implemented a policy that positive discretion is not applied to individual objectives in determining payouts for our NEOs. •Long-Term Incentive Plan ("LTIP"): Long-term incentive equity awards granted to the NEOs in March 2025 considered the Company’s financial performance and each executive’s performance during 2024. The target value of the awards was set at 140% (for our CFO) and 125% (for our former Chief Product Officer) of base salary. The target value of our CEO’s award was not established as a percentage of base salary, but rather at a set dollar amount informed by a competitive market assessment. These equity awards consisted of 50% time-vested restricted shares (RS) and 50% performance-vested restricted units (PRUs). The PRUs will be earned, if at all, based on achievement relative to targets established in March 2025 specific to a cumulative three-year revenue target for the period 2025-2027 and an rTSR target for the period 2025-2027. See further discussion below in this CD&A. Additional information regarding NEO compensation for 2025 is provided below in this CD&A and in the accompanying tables, including the Summary Compensation Table (“SCT”) set forth below.

  12. Compensation Governance Practices

    | Formulaic Incentive Plans | The annual incentive plan payouts are determined using a formulaic approach tied to the Company’s achievement of specific financial objectives. The Board and Compensation Committee’s discretionary adjustments are limited to +/- 10% of the bonus amount for executives, excluding NEOs. Further Downward discretionary adjustments are permitted to the annual incentive bonus based on profitability and cash liquidity needs of the Company. The Compensation Committee has implemented a policy that positive discretion will not be applied to individual objectives in determining payouts for our NEOs. | | Double-Trigger Change-in-Control and No Tax Gross Ups | Our policy is that employment agreements with our executives provide for “double trigger” rather than “single trigger” change-in-control severance and do not provide for a 280G income tax gross up. | | Robust Stock Ownership Requirements and Retention Conditions | We have implemented stock ownership requirements of six (6) times salary for our President and CEO, two (2) times salary for our Chief Financial Officer and one (1) times salary for our other NEOs. | | Prudent Benchmarking | The total compensation paid to our executives is targeted at the 50th percentile of the Peer Group of comparable companies based on achievement of performance objectives. We use a Peer Group consisting of companies in the medical diagnostic and healthcare industries comparable in size to the Company based on total revenues and market value. | | Independent Compensation Consultant | The Compensation Committee retains an independent compensation consultant to provide inputs and advice on best practices related to compensation governance, design and peer group benchmarking. | | Recoupment Policy | We maintain a recoupment or “clawback” policy that permits recovery of excess compensation paid to an executive if our financial statements are restated due to misconduct by that executive. | | No Repricing | Our LTIP prohibits both the repricing and repurchase of underwater appreciation awards, including stock options, without stockholder approval. | | No Perquisites | As a general practice, NEOs do not receive perquisites that are not offered to all employees of the Company. | | Risk Review Process | We periodically assess the risks associated with our compensation programs. | | No Hedging | Our policy prohibits Directors and NEOs from engaging in hedging activities with respect to our stock. |

  13. Stockholder Engagement and Feedback Related to Executive Compensation

    | Topic | What the Company Heard | Company Response & Actions | | Executive Compensation | Further align incentive-based compensation with key measures of success | Elements that we have incorporated and maintain in our compensation plan include the following: In OTIP: •There are no individual performance modifiers for NEOs •Revenue component payout is capped at 100% if core revenue does not grow In LTIP: •50% of LTIP is performance-based •rTSR target is 51st percentile (p51) such that OraSure has to outperform its peer group to achieve 100% attainment •If absolute TSR performance is negative, rTSR component payout is capped at 105%, even if rTSR performance is p51 or better In 2025, we evolved the OTIP to align with lower financial targets resulting from expected declines in COVID-19 volumes from 2024 to 2025 including: •Increasing the weight of the revenue component to 60%, while decreasing the weight of the cost savings component to 15% and maintaining adjusted operating income weight at 25% •Reducing the payout percentage for delivering revenue at threshold from 80% to 50% •Reducing the maximum payout percentage for cost savings from 200% to 160% Prior enhancements made to LTIP in 2023 and 2024 were maintained in 2025. | | | Provide key measures of success for NEOs for the current fiscal year in the current proxy statement | •Historically, the Company has not provided long-term financial guidance. The Company remains committed to providing stockholders with full disclosure of performance hurdles and achieved performance results upon completion of the applicable performance cycles. | | | Equity grants should be awarded as part of an ongoing pay-for-performance program, and one-time retention grants should be rare | •No issuance of one-time grants for executive retention in 2025, 2024, or 2023. |

  14. Stockholder Engagement and Feedback Related to Executive Compensation

    | ANNUAL PERFORMANCE EVALUATIONS |

  15. Stockholder Engagement and Feedback Related to Executive Compensation

    On an annual basis, the Compensation Committee and other non-employee Directors evaluate the performance of the CEO, based on the overall performance of the Company. The CEO also evaluates the performance of the other NEOs against their respective predetermined performance objectives and reviews that performance with the Compensation Committee. Annual performance objectives for the NEOs are established at the beginning of the applicable year and generally include two parts: (1) the Company’s overall target financial objectives, and (2) individual objectives in the functional areas for which the executive is responsible. The Compensation Committee has implemented a policy that positive discretion will not be applied to individual objectives in determining payouts for our NEOs. Depending on the Company’s overall performance and the extent to which an executive achieves his or her individual objectives for a particular year, the executive will be rated as “Does Not Meet,” “Does Not Consistently Meet,” “Meets Expectations,” “Exceeds Expectations” or “Outstanding.” On occasion, a blended rating such as “Meets/Exceeds” or “High Meets” will be used to indicate performance between the foregoing performance rating levels. The Compensation Committee uses the performance ratings and other factors to determine base salary adjustments, incentive cash bonuses and long-term incentive equity awards. Although this approach is also followed in evaluating Ms. Eglinton Manner’s performance for each fiscal year, Ms. Eglinton Manner’s performance assessment is primarily based on the Company’s overall performance.

  16. Stockholder Engagement and Feedback Related to Executive Compensation

    | ROLE OF THE COMPENSATION CONSULTANT |

  17. Stockholder Engagement and Feedback Related to Executive Compensation

    | BENCHMARKING |

  18. Stockholder Engagement and Feedback Related to Executive Compensation

    Among various other internal and external considerations, the Compensation Committee uses the practices and policies at other comparable medical diagnostic and healthcare companies as one piece of context in annually assessing the reasonableness and appropriateness of our executive compensation programs. With the assistance of Pay Governance, an independent compensation consultant engaged by the Compensation Committee, we annually review and select a Peer Group of companies using criteria primarily based on industry and company size. After consideration of advice from Pay Governance, the Compensation Committee modified the Peer Group used for benchmark purposes to ensure that our peer group is comprised of similarly sized companies relevant to our business (healthcare supplies, tools and services companies with particular focus on diagnostics) and reflective of the market in which we compete for executive talent. The following provides information about the Peer Group used by the Compensation Committee in assessing the competitiveness of executive compensation (all dollars in millions):

  19. Stockholder Engagement and Feedback Related to Executive Compensation

    ___________________ 1Data collected from Standard & Poor’s Capital I.Q. database. The Compensation Committee seeks to set total direct compensation opportunity levels for each executive near the 50th percentile of amounts paid by the Peer Group of companies for performance consistent with the Company’s target financial and other business plans for the applicable year. Use of the 50th percentile is intended as a market-based reference and not as a strict target or limit. As a result, the total direct compensation opportunity and the value of specific compensation components for individual executives may fall below or exceed the 50th percentile depending on the experience and individual performance of the executive, the criticality of his or her role, the executive’s contribution to our business, and other factors. In preparing its 2025 competitive assessment of executive compensation, Pay Governance compared the compensation of our NEOs with the pay practices of similar roles at companies within the Peer Group and using data for comparable positions reported in the 2024 Radford Global Life Sciences Survey. Since compensation market data can be volatile from year to year and publicly available data from the Peer Group companies is limited to select leadership positions, the Compensation Committee considers both samples to ensure a thorough understanding of the competitive market.

  20. Overview

    | Compensation | Form of Compensation | Purpose | | Base Salary | Cash | Base salaries provide fixed compensation necessary to attract and retain key executives. | | Annual Incentive Bonus Awards ("OTIP" plan) | Cash | Bonus awards under the OTIP plan provide performance-based incentives to our executives to achieve both Company-wide financial and strategic goals and the executives’ individual performance objectives. | | Long-Term Incentive Awards ("LTIP" plan) | Performance-Vested Restricted Units (PRU) and Time-Vested Restricted Stock (RS) | The largest component of our executive compensation is paid in equity. Annual LTIP awards for the NEOs consist of 50% PRUs and 50% time-vested RS in order to provide a strong link between pay and performance. | | Benefits | 401(k) Plan Health and Welfare Benefits | Retirement and health and welfare benefits provide a complete compensation package that is competitive with the market and addresses the needs of all employees and their families, including our executives. |

  21. Compensation Components in Detail

    2025 OTIP Annual cash bonuses are included as part of executive compensation because the Compensation Committee and Board believe that a significant portion of each executive’s compensation should be structured as a variable incentive focused on short-term priorities relating to both the overall performance of the Company and the individual contributions of the executive. On an annual basis, the Compensation Committee has adopted, with approval of the Board, the OraSure Technologies Incentive Plan (“OTIP”), which is intended to be the principal vehicle for incentive cash bonus awards. When establishing the terms of the OTIP, the Compensation Committee and the Board evaluate which funding objectives will provide the most appropriate incentives for our NEOs to improve our annual financial performance. In recent years, OTIP bonuses have been based solely on the achievement of annual financial objectives. Strategic objectives may also be (and in the past have been) used in combination with annual financial objectives. In general, the Compensation Committee and the Board will choose those funding objectives, whether they be financial, strategic, or a combination thereof, which in their judgment provide the most appropriate incentive for management to drive improved financial performance on a year-over-year basis. Individual bonus payments to executives are generally calculated using a formula that considers the executive’s achievement of individual performance objectives, company performance and the executive’s target bonus percentage. Bonuses are paid based on an assessment of each executive’s performance for the applicable year, using targets expressed as a percentage of the executive officer’s annual base salary, as shown below:

  22. Compensation Components in Detail

    | Title | Target Payout Opportunities (% of Salary) | | CEO | 100% | | Chief Financial Officer and former Chief Product Officer1 | 50% |

  23. Compensation Components in Detail

    | Financial Objectives/Weight | Threshold1 | Target (100%) | Maximum2 | Actual | % Achieved | % Calculated Payout3 | % Adjusted Actual Payout4 | | Consolidated Net Revenues (60%) | $125 | $141.1-$143.1 | $159 | $115.0 | —% | —% | —% | | Adjusted Operating Income (Loss) (25%) | $(10) | $0 | $20 | $(16.0) | —% | —% | —% | | Cost Savings (15%)5 | $4 | $10 | $16 | $19.0 | 160% | 24.0% | 24.0% | | | | | | | | | 24.0% |

  24. Compensation Components in Detail

    1 Payout at threshold for Consolidated Net Revenue lowered from 80% in 2024 to 50% in 2025. Payout at threshold for Adjusted Operating Income and Cost Savings remained unchanged at 80% 2 Maximum consolidated net revenue payout at 150%, which is consistent with the 2024 plan, and is limited to 100% if core revenues in 2025 did not exceed 2024 core revenue of $130.6 million. 2025 core revenues were $112.5 million falling below 2024 core revenue. Maximum adjusted operating income payout at 200%, consistent with the 2024 plan, and maximum cost savings payout of 160%, lowered from 200% in the 2024 plan. 3 Payout % equals Weight multiplied by Achieved %.To the extent performance falls between two levels, achievement shall be determined using linear interpolation. 4 The Compensation Committee made no adjustments to actual payout as compared to calculated payout for the 2025 OTIP Plan. 5 Cost reductions implemented in 2025 (annualized run rate). During 2025, we recorded revenues totaling $115.0 million, adjusted operating loss of $16.0 million, and cost savings of $19.0 million. Revenues declined 38% on a year-over-year basis in 2024 which was below the Threshold performance level. Adjusted operating income (loss) also fell below the Threshold performance level and cost savings exceeded the Maximum performance level. This financial performance resulted in a Calculated Payout to Target at 24.0%. No adjustments were made to this calculated amount by the Compensation Committee. The Company's performance against its 2025 goals was assessed by the Compensation Committee and the full Board and was used to determine bonus payouts to the Company’s NEOs, which were authorized for payment in February 2026. Factors Considered in CEO & NEO Performance Evaluation In evaluating Ms. Eglinton Manner’s and the Company’s performance, the Compensation Committee noted that the Company fell short of attaining its target for Revenue and Adjusted Operating Income but delivered greater than 100% attainment of its target Cost Savings for 2025. Additionally, management made significant progress in its strategic transformation and strengthening the Company's foundation to elevate its core and accelerate future profitable growth. Consolidated revenues were $115.0 million in 2025, representing a 38% decrease from 2024. The Compensation Committee noted that this decrease was primarily driven by a 99% decline in sales of its InteliSwab® COVID-19 Rapid Test as the Company's contract with the U.S. government was fulfilled, while its core (excluding COVID-19, Molecular services, and Risk Assessment Testing revenue) portfolio declined 14%. Core revenues included a decrease in Diagnostic product revenue of 12% and a decrease in Sample Management Solution revenue of 25% as a result of government funding challenges and the bankruptcy of a large customer in the consumer genomics segment. The Compensation Committee also noted that, in spite of significant headwinds, the Company took meaningful action to drive $19 million of annualized run rate cost savings in 2025 through operational efficiencies, site consolidation, and manufacturing optimization initiatives. The result was the ability to maintain gross margins in spite of volume declines. The Compensation Committee further noted, with its strong balance sheet the Company invested in its innovation pipeline while working to elevate its core and accelerate profitable growth, including by expanding the portfolio of products that its sales teams can offer to customers in several important segments through internal development of three new products in 2026, in addition to distribution and strategic agreements. Key milestones for organic development included the on-time launch of HEMAcollectTM.PROTEIN blood collection device for Research Use Only in July and the submission to the FDA in December of two major products: our Sherlock rapid molecular self-test for CT/NG and our Colli-PeeTM at-home urine collection device for sexually transmitted infections. Additionally, the Company completed the acquisition of BioMedomics, Inc, in November. In view of the foregoing, the Compensation Committee determined that Ms. Eglinton Manner and Mr. McGrath should each receive a Meets performance rating for 2025. The remaining NEOs were evaluated based on Company and individual objectives established for their respective positions. Using the approach described above, a final 2025 incentive cash bonus was calculated for Ms. Eglinton Manner, representing approximately 24.0% of her target bonus, as follows:

  25. Compensation Components in Detail

    | 2025 SalaryX | Bonus Target (% Salary)X | 2025 Company Performance FactorX | 2025 Individual Performance Factor(1) | = | 2025 Bonus | | $721,000 | 100% | 24.0% | 100% | | $173,040 |

  26. 2025 NEO Bonus Payments

    2025 NEO Bonus Payments

  27. 2025 NEO Bonus Payments

    | NEO(1) | 2025 Salary | Bonus Target (% Salary) | 2025 Company Performance Factor | 2025 Individual Performance Factor(2) | 2025 Bonus | | Kenneth McGrath Chief Financial Officer | $512,000 | 50% | 24.0% | 100% | $61,440 | | Kathleen G. Weber Chief Product Officer | $501,000 | 50% | 24.0% | n/a | $— |

  28. 2025 NEO Bonus Payments

    (1) Ms. Weber resigned from the Company for "Good Reason" (as defined in her employment agreement), effective June 30, 2025. Ms. Weber received severance benefits consistent with the terms of her employment agreement. (2) Individual performance factor for NEOs cannot exceed 100% which has the effect of limiting NEO payments to a maximum of the Company performance factor. 2025 LTIP An additional way that we promote the long-term growth of the Company and align the interests of our executives with those of our stockholders is by compensating executives with equity in the Company that vests over a multi-year period and in part only on achievement against certain performance expectations. To accomplish this, the Compensation Committee administers the Company’s LTIP pursuant to which grants of RS and PRUs are made to executive officers. Incentive equity awards under the LTIP are made on an annual basis, and are discretionary and subject to approval by the Compensation Committee and/or the Board. Awards to individual participants under the LTIP are based on an evaluation of a number of factors, including: •Performance of the participant for the applicable year; •The participant’s level of responsibilities and relative contribution to the Company’s business; •A competitive assessment of awards at Peer Group companies; •History of equity awards to the participant; and •Other factors deemed relevant by the Compensation Committee and/or the Board. Each participant’s individual performance for the applicable year is evaluated against his or her individual performance objectives for that year, except for our CEO who is evaluated based on total Company performance. A “Meets Expectations” performance is typically the threshold requirement to receive an equity award under the LTIP. Awards below this performance level may be considered on a case-by-case basis at the discretion of the Compensation Committee and/or independent members of the Board. The value of potential incentive equity awards that could have been granted in 2025 under the LTIP (expressed as a percentage of annual base salary) based on performance during 2024, are summarized below:

  29. 2025 NEO Bonus Payments

    | 2025 LTIP Award Ranges (% of salary) | | | | | | Performance | | | | Position | Lower End | Target | Maximum | | President/CEO | Market Assessment | Market Assessment | Market Assessment | | Chief Financial Officer | 105% | 140% | 175% | | Chief Product Officer | 95% | 125% | 155% |

  30. 2025 NEO Bonus Payments

    The percentages set forth above were established at levels that the Compensation Committee believed represented an appropriate long-term incentive compensation value for each executive, based on the results of the benchmarking review prepared by its independent consultant. Once the aggregate dollar value of an award has been established by applying the Compensation Committee approved award percentage to a participant’s base salary, the value is converted into shares or units based on a valuation of the restricted stock and restricted unit portions of the award using the average of the high and low stock price on the grant date as reported on the Nasdaq Stock Market. Under the LTIP, 50% of an executive’s total equity award consists of PRUs that will not vest until three years after the grant date and only if certain performance measures are met during that three-year period. The awards made in 2025 incorporate two performance metrics, each weighted at 50% and each with a performance threshold payout modifier:

  31. 2025 NEO Bonus Payments

    | Component (Weighting) | PRU Performance Metrics | PRU Performance Threshold Payout Modifier* | | Revenue (50%) | Cumulative revenues during the three-year period beginning with 2025 | None | | rTSR (50%) | Relative TSR performance vs peer group(1) •OraSure has to outperform its peer group with 51st percentile (p51) performance to achieve 100% attainment | If absolute TSR performance is negative, rTSR component payout is capped at 105%, even if rTSR performance is p51 or better |

  32. 2025 NEO Bonus Payments

    (1) See peer group above in Benchmarking section. With respect to each of the performance metrics, the Compensation Committee approved the threshold, target, and maximum levels of achievement shown in the table below, with the performance threshold payout modifier set forth above. The Revenue targets were informed by the Compensation Committee's visibility into revenue related to the Company's core business and the expected decline in revenue from its contracts with the U.S. government for Covid-19 testing products. The Committee reviewed the targets and determined the rigor of the hurdles remained the same as in the prior year.

  33. 2025 NEO Bonus Payments

    | Component (Weighting) | Threshold* (50% of Target payout) | Target* (100% of Target Payout) | Maximum* (150% of Target Payout) | | Revenue (50%) | $420 million | $470 million | $520 million | | rTSR (50%) | p25 | p51 | p75 |

  34. 2025 NEO Bonus Payments

    *To the extent performance falls between two levels, achievement shall be determined using linear interpolation The remaining 50% of each executive’s incentive equity award consists of grants of time-vested RS that vest in equal annual installments over a three-year period. These vesting restrictions serve to promote the Company’s long-term growth by restricting executives’ ability to realize short-term gains from their awards. The Compensation Committee believes the terms of its incentive equity awards to executives are competitive with the terms of equity awards offered at comparable medical diagnostics and healthcare companies. The structure of the equity awards reflects market-based good governance practices as well as historical input from our stockholders that a meaningful portion of the equity awards should have performance-based vesting. We believe 50% is a meaningful portion and is consistent with or exceeds the performance orientation of our Peer Group. The adoption of performance-based vesting conditions with a three-year service requirement for 50% of an executive’s annual equity award substantially strengthens the link between pay and performance and creates an appropriate long-term incentive for our executives. At the same time, the use of time-based vesting conditions for the remaining 50% of each award achieves the equally important goal of share ownership/accumulation that directly promotes alignment with stockholders and further supports executive retention.

  35. 2025 NEO Bonus Payments

    | Overall, the Compensation Committee and Board believe that our approach represents a balanced performance-based approach to our executive compensation program that is appropriate for our Company, directly responds to feedback from our stockholders, and is consistent with executive pay governance best practices. |

  36. 2025 NEO Bonus Payments

    Equity awards are generally made by the Compensation Committee each year as part of the normal annual compensation cycle. The awards for a particular year generally occur in early February or early March of the following year after the Company’s full year financial results are known and performance evaluations for the executive officers have been prepared. Equity awards approved by the Compensation Committee for the CEO are then reviewed and approved by the Board. In addition to the annual equity awards, the Compensation Committee may approve equity awards for newly hired officers or in recognition of an executive’s promotion or expansion of responsibilities. These latter grants may have vesting or other terms that differ from the terms generally approved for annual equity awards. Notwithstanding the terms of the LTIP, equity awards are made at the discretion of the Compensation Committee or Board. Effective March 1, 2025, the Compensation Committee approved equity awards for the NEOs under the LTIP based on the performance evaluations of such officers for 2024, as summarized below. A description of the basis for each of the NEO’s 2024 performance evaluation is set forth above under the Section entitled, “2025 Base Salaries,” in this CD&A. The following summarizes the equity award provided to the NEOs during 2025 under the LTIP:

  37. 2025 NEO Bonus Payments

    | Executive Officer | 2024 Performance Assessment | Time Vested Restricted Stock (50%) (# shs) | Performance-Vested Restricted Units (50%) (# shs) | | Carrie Eglinton Manner, President and CEO | Meets | 462,414 | 462,414 | | Kenneth McGrath, Chief Financial Officer | Meets | 100,647 | 100,648 | | Kathleen G. Weber, Former Chief Product Officer | Meets | 88,148 | 88,148 |

  38. 2025 NEO Bonus Payments

    2023 PRUs (Performance Period Ending December 31, 2025) Pay Out Under 2023-2025 PRUs. The PRU portion of equity awards made to executives in early 2023 based on performance during 2022 did not vest until three years after the grant date, based on two equal weighted performance metrics: cumulative revenues and relative TSR during the three-year period beginning in 2023 and ending December 31, 2025. The three-year service period for these PRUs expired on March 1, 2026. The following table summarizes the potential range of shares that could be delivered based upon the degree of achievement of the applicable performance measures. The Revenue targets were informed by the Compensation Committee's visibility into revenue related to the Company's core business and the expected decline in revenue from its contracts with the U.S. government for Covid-19 testing products. The Committee reviewed the targets and determined the rigor of the hurdles remained the same as in the prior year.

  39. 2025 NEO Bonus Payments

    | 3-Year Cumulative Revenue | Payout Percentage* | | $750 - $856 million | up to 150% | | $677-749 million | 100% | | $570-676 million | 50% | | Below $570 million | 0% |

  40. 2025 NEO Bonus Payments

    * Payouts associated with performance achievement level that falls between performance hurdles is determined by interpolating on a straight line basis cash from operations must be positive in 2025 in order to payout revenue greater than 100%

  41. 2025 NEO Bonus Payments

    | OraSure's TSR vs. Healthcare Index | PRU Payout Modifier* | | + 5,000 basis points | up to 150% | | +100 basis points | 100% | | - 5,000 basis points | 50% |

  42. 2025 NEO Bonus Payments

    * Payouts associated with performance achievement level that falls between performance hurdles is determined by interpolating on a straight line basis and if the Company's TSR is negative, then payout cannot exceed 105% For the 2023 PRUs, the Company's cumulative three-year revenue was $706.3 million and fell within the cumulative three-year revenue target. The Company's TSR modifier for the three year measurement period was 0% as the Company's TSR underperformed compared to the Nasdaq Health Care Index. This combination resulted in a payout at 50% of target, which represented 24% of the initial target grant value after considering the change in market value of the Company’s common stock over the performance period. The following summarizes the three-year cumulative revenue target for the 2023 PRUs and, our performance against this target and the resulting number of shares earned:

  43. 2025 NEO Bonus Payments

    | | Performance Target | Actual Performance | % of Target | % Earned | | Revenue | $677-749 million | $706.3 million | 100% | 50% | | rTSR Modifier | | | | 0% | | Total | | | | 50% |

  44. 2025 NEO Bonus Payments

    | | 2023-2025 PRU’s Target and Actual Payout | | 2023-2025 PRU’s Target and Actual Payout | | 2023-2025 PRU’s Actual Payout as % of Target value | | | Target (# of shs) | Actual (# of shs) | Target ($ value) | Actual ($ value) | Actual ( % ) | | Carrie Eglinton Manner | 258,065 | 129,032 | $1,600,648 | $392,581 | 25% | | Kenneth McGrath | 53,629 | 26,814 | 332,634 | 81,583 | 25% | | Kathleen G. Weber1 | 46,371 | 23,186 | 287,616 | 69,846 | 24% |

  45. 2025 NEO Bonus Payments

    (1) Ms. Weber's employment with us terminated in June 2025. Pursuant to the resignation for "Good Reason" provisions of her employment agreement, Ms. Weber's severance package allowed for 50% vesting of her unvested shares.

  46. 2025 NEO Bonus Payments

    | OTHER COMPENSATION |

  47. 2025 NEO Bonus Payments

    We provide minimal additional benefits outside of our primary elements of compensation, as follows:

  48. Retirement Programs

    Retirement Programs All of the our U.S. employees, including executive officers, are eligible to participate in our 401(k) profit sharing plan (the “401(k) Plan”). We make matching contributions for participants on a dollar-for-dollar basis up to $4,000 per year. Our Canadian subsidiary offers a registered retirement plan to its employees, which similarly allows employee contributions for retirement savings, with matching contributions of up to CAD $4,000 per year. Our UK subsidiary offers a pension plan to its employees, which permits voluntary employee contributions with company matching contributions up to a certain percentage. We also maintain the OraSure Technologies, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) for the benefit of our highly compensated employees, including all of the NEOs, and our non-employee Directors. The Deferred Compensation Plan allows participants to defer up to 100% of their annual base salaries (or fees in the case of non-employee Directors) and up to 100% of annual incentive cash bonuses and, upon vesting, restricted shares of our Common Stock awarded to the participant. We may also make discretionary contributions to the participants’ accounts that vest over one or more years as determined by the Company, as well as upon death, disability or a change of control. Since the Deferred Compensation Plan was put in place, we have made no discretionary contributions. Participants may elect to receive distributions of deferred amounts on a specified date, separation from service, a change of control, disability and/or death. A further description of these benefits is set forth in the Section entitled “Nonqualified Deferred Compensation.” Our Deferred Compensation Plan was frozen in November 2025 and does not allow for new participants to enter the plan or defer compensation.

  49. Potential Payments Upon Termination or Change of Control Pursuant to Employment Agreements

    Potential Payments Upon Termination or Change of Control Pursuant to Employment Agreements We have entered into employment agreements with each of the NEOs. In addition to the compensation elements discussed above, these agreements provide for post-employment severance payments and benefits in the event of termination of employment by the Company without “cause” or by the executive for “good reason” and provide enhanced severance payments upon such terminations in connection with a “change of control” of the Company. The terms of these arrangements are discussed in more detail under the Section entitled, “Employment Agreements and Potential Payments Upon Termination or Change of Control,” in this Proxy Statement. The Compensation Committee believes that these arrangements are generally consistent with industry practice at the Peer Group companies, provide an incentive to the applicable executive to remain with the Company, and serve to align the interests of stockholders and the executives in the event of a change of control of the Company.

  50. Compensation Recoupment Policy

    | SUMMARY COMPENSATION TABLE |

  51. Compensation Recoupment Policy

    | Name & Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) (3) (4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All other Compensation ($) (6) | Total ($) | | Carrie Eglinton Manner | 2025 | $721,000 | — | $3,394,188 | — | $173,040 | — | $4,000 | $4,292,228 | | President and Chief Executive Officer | 2024 | $721,000 | — | $4,187,301 | — | $689,997 | — | $4,000 | $5,602,298 | | | 2023 | $721,000 | — | $4,873,637 | — | $1,103,130 | — | 4,000 | $6,701,767 | | Kenneth McGrath | 2025 | $512,000 | — | $738,768 | — | $61,440 | — | $4,000 | $1,316,208 | | Chief Financial Officer | 2024 | $497,500 | — | $943,816 | — | $238,054 | — | $4,000 | $1,683,370 | | | 2023 | $483,000 | — | $672,104 | — | $369,495 | — | $4,000 | $1,528,599 | | Kathleen G. Weber | 2025 | $421,145 | — | $647,020 | — | $— | — | $768,270 | $1,836,435 | | Former Chief Product Officer | 2024 | $488,000 | — | $661,309 | — | $233,508 | — | $14,921 | $1,397,738 | | | 2023 | $473,800 | — | $752,471 | — | $362,457 | — | $91,603 | $1,680,331 |

  52. Compensation Recoupment Policy

    | GRANTS OF PLAN-BASED AWARDS |

  53. Compensation Recoupment Policy

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 |

  54. Compensation Recoupment Policy

    | OPTION EXERCISES AND STOCK VESTED |

  55. Compensation Recoupment Policy

    | NONQUALIFIED DEFERRED COMPENSATION |

  56. Compensation Recoupment Policy

    | EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL |

  57. Compensation Recoupment Policy

    | CEO PAY RATIO |

  58. Compensation Recoupment Policy

    | PAY VERSUS PERFORMANCE |

  59. Fiscal Year 2025 Pay versus Performance Table

    Fiscal Year 2025 Pay versus Performance Table

  60. Fiscal Year 2025 Pay versus Performance Table

    | | Summary Compensation Table Total | | | Compensation Actually Paid | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Carrie Eglinton Manner ($) (1) | Nancy Gagliano, M.D. ($) (2) | Stephen S. Tang, Ph.D. ($) (3) | Carrie Eglinton Manner ($) (4) | Nancy Gagliano, M.D. ($) (4) | Stephen S. Tang, Ph.D. ($) (4) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (5) | Average Compensation Actually Paid to Non-PEO NEOs ($) (6) | Total Stockholder Return ($) (7) | Peer Group Total Stockholder Return ($) (8) | Net Income (Loss) (thousands) ($) (9) | Total Revenue (millions) ($) (10) | | 2025 | 4,292,228 | — | — | 671,230 | — | — | 1,576,322 | 897,770 | 22.86 | 81.27 | (68,731) | 115.0 | | 2024 | 5,602,298 | — | — | (5,710,406) | — | — | 1,540,554 | 140,969 | 44.96 | 84.53 | (19,500) | 185.8 | | 2023 | 6,701,767 | — | — | 13,791,592 | — | — | 1,600,748 | 2,390,905 | 102.12 | 106.34 | 53,655 | 405.5 | | 2022 | 6,746,923 | 940,292 | 2,769,508 | 6,645,396 | 347,561 | 714,651 | 1,457,621 | 751,486 | 60.02 | 99.31 | (17,133) | 387.5 | | 2021 | — | — | 2,959,781 | — | — | 2,697,616 | 1,088,815 | 808,537 | 108.22 | 125.43 | (22,998) | 233.7 |

  61. Fiscal Year 2025 Pay versus Performance Table

    1During fiscal year 2022, Ms. Eglinton Manner was appointed as the Company's President and CEO effective June 4, 2022. Dr. Gagliano resigned effective June 4, 2022 from her position as the Company’s Interim CEO. 2During fiscal year 2022, Dr. Gagliano was appointed as the Company's Interim CEO effective April 1, 2022 following Dr. Tang’s termination on March 31, 2022 and resigned from the position effective June 4, 2022. 3During fiscal years 2022 and 2021, Dr. Tang served as the Company's President and CEO for all or a portion of the year. Dr. Tang’s employment with the Company as CEO ended on March 31, 2022. 4Represents amounts of “compensation actually paid” to each of the Company's CEO’s in each of 2025, 2024, 2023, 2022, and 2021 as computed in accordance with Item 402(v) of Regulation S-K, not the actual amount of compensation earned by or paid to each of the Company's CEO’s during fiscal year 2025. The table below reflects the adjustments made from the amounts reported in the “Total” column of the Summary Compensation Table for each year to calculate the amounts set forth in “Compensation Actually Paid to PEO” column in the table above.

  62. Fiscal Year 2025 Pay versus Performance Table

    | | Carrie Eglinton Manner | | | | Nancy Gagliano, M.D. | Stephen S. Tang, Ph.D. | | | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2022 ($) | 2022 ($) | 2021 ($) (a) | | Summary Compensation Table Total | 4,292,228 | 5,602,298 | 6,701,767 | 6,746,923 | 940,292 | 2,769,508 | 2,959,781 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (3,394,188) | (4,187,301) | (4,873,637) | (5,600,000) | (770,000)(b) | (834,913) | (1,946,860) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,616,137 | 1,787,016 | 8,377,123 | 5,498,473 | — | — | 1,337,758 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (1,506,150) | (5,554,086) | 3,488,559 | — | (40,879) | — | 132,795 | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | 218,148 | 664,350 | — | | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (336,797) | (3,358,333) | 97,780 | — | — | (1,387,479) | 214,142 | | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | — | (496,815) | — | | Compensation Actually Paid to PEOs | 671,230 | (5,710,406) | 13,791,592 | 6,645,396 | 347,561 | 714,651 | 2,697,616 |

  63. Fiscal Year 2025 Pay versus Performance Table

    (a)Performance-based restricted share units granted in 2021 were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718 using the following assumptions: (A) for valuations as of December 31, 2021, a risk free interest rate of 0.73% and share price volatility of 75.82%, for valuations on December 31, 2022, a risk free interest rate of 4.67% and share price volatility of 60.57%. Note that the reference to valuations on December 31, 2022 is appropriate as this relates to the valuation of the 2021 PRUs as of December 31, 2022. (b)Dr. Gagliano received, as part of her Interim CEO agreement, a sign-on equity grant consisting of $100,000 of fully vested shares (14,815 shares) and $670,000 of restricted stock units (99,259 restricted stock units) which vest in equal monthly installments beginning on April 30, 2022, subject to continued employment as Interim CEO. Dr. Gagliano vested in 24,815 units of the 99,259 restricted stock units granted prior to her resignation as Interim CEO in June 2022, and accordingly, 74,444 units of her restricted stock unit award were forfeited. 5The Company's non-PEO NEOs include the individuals indicated in the table below for each fiscal year:

  64. Fiscal Year 2025 Pay versus Performance Table

    | Year | Non-PEO NEOs | | 2025 | Kenneth McGrath, Kathleen G. Weber | | 2024 | Kenneth McGrath, Kathleen G. Weber | | 2023 | Kenneth McGrath, Kathleen G. Weber | | 2022 | Kenneth McGrath, Kathleen G. Weber, Lisa Nibauer, Agnieszka Gallagher, Scott Gleason | | 2021 | Kathleen G. Weber, Jack Jerrett, Roberto Cuca, Agnieszka Gallagher, Scott Gleason |

  65. Fiscal Year 2025 Pay versus Performance Table

    6Represents amounts of average “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K, not the actual average amount of compensation earned by or paid to the Company’s named executive officers, except for Dr. Tang with respect to fiscal years 2022 and 2021, Dr. Gagliano with respect to fiscal year 2022, and Ms. Eglinton Manner with respect to fiscal years 2025, 2024, 2023, and 2022. The table below reflects the adjustments made from the amounts reported in the “Total” column of the Summary Compensation Table for the named executive officers as a group (excluding Drs. Tang and Gagliano and Ms. Eglinton Manner, as applicable) each year to calculate the amounts set forth in “Compensation Actually Paid to non-PEO NEOs” column in the table above, using the same methodology as set forth in footnote 4, above.

  66. Fiscal Year 2025 Pay versus Performance Table

    | | NEO Averages | | | | | | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) (a) | | Summary Compensation Table Total | 1,576,322 | 1,540,554 | 1,600,748 | 1,457,621 | 1,088,815 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (692,894) | (802,563) | (712,288) | (729,670) | (552,646) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 175,881 | 342,510 | 1,127,865 | 293,934 | 353,108 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (164,690) | (829,139) | 316,490 | (102,310) | 43,223 | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 132,222 | — | — | 85,437 | 29,005 | | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (21,711) | (110,393) | 58,090 | (103,440) | 59,492 | | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (107,360) | — | — | (150,086) | (212,460) | | Compensation Actually Paid to NEOs | 897,770 | 140,969 | 2,390,905 | 751,486 | 808,537 |

  67. Fiscal Year 2025 Pay versus Performance Table

    (a)Performance-based restricted share units granted in 2021 were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718 using the following assumptions: (A) for valuations on December 31, 2021, a risk free interest rate of 0.73% and share price volatility of 75.82%. The fair value of non-qualified stock options granted to Dr. Gallagher as of December 31, 2021 were valued using a Black-Scholes model in accordance with the provision of ASC Topic 718 using the following assumptions: an expected term of 2 years, a risk-free interest rate of 0.73%, a dividend yield of 0% and share price volatility of 75.82%. 7For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of OraSure Technologies, Inc. for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021 respectively. 8For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of NASDAQ Health Care Index for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021 respectively. 9Reflects GAAP “Net Income (Loss)” in the Company’s Consolidated Statement of Operations included in the Company’s Annual Report on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022, and 2021. 10Represents “Net Revenues” in the Company’s Consolidated Statement of Operations included in the Company’s Annual Report on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022, and 2021.

  68. Relationship Between Compensation Actually Paid and Financial Performance

    Relationship Between Compensation Actually Paid and Financial Performance As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” while the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table above. Moreover, the Company’s executive compensation program includes components designed to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the following graphs illustrate the relationship across the Company’s last three completed fiscal years between the amounts disclosed in the Pay Versus Performance Table, above, as “Compensation Actually Paid” to the Company’s First PEO, Second PEO, and Third PEO respectively, and the “Average Compensation Actually Paid” to the Company’s non-PEO named executive officers and Total Stockholder Return, Peer Group Total Stockholder Return, Net Income (Loss) and Total Revenue.

  69. Policies and Practices Related to the Grant of Certain Equity Awards

    | DIRECTOR COMPENSATION |

  70. Policies and Practices Related to the Grant of Certain Equity Awards

    | DIRECTOR COMPENSATION DURING 2025 |

  71. Policies and Practices Related to the Grant of Certain Equity Awards

    | Name1, 2 | Fees Earned or Paid in Cash ($) | Stock Awards6 ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | | Mara G. Aspinall3 | $92,942 | $184,996 | — | — | — | — | $277,938 | | Steven K. Boyd4 | $11,368 | $100,000 | — | — | — | — | $111,368 | | David J. Shulkin, M.D. | $61,080 | $184,996 | — | — | — | — | $246,076 | | Lelio Marmora | $65,000 | $184,996 | — | — | — | — | $249,996 | | Nancy Gagliano, M.D. | $82,631 | $184,996 | — | — | — | — | $267,627 | | John P. Kenny5 | $82,433 | $184,996 | — | — | — | — | $267,429 | | Robert W. McMahon | $75,000 | $184,996 | — | — | — | — | $259,996 |

  72. Policies and Practices Related to the Grant of Certain Equity Awards

    __________________________ 1Because Ms. Eglinton Manner was an officer of the Company, she was not entitled to any separate compensation for service on the Board or any Committee thereof and has not been included in this table. 2Non-employee Directors held the following number of unvested shares of restricted stock (“RS”) at December 31, 2025: Ms. Aspinall 0 RS; Mr. Boyd: 34,632 RS; Dr. Shulkin: 71,017 RS; Mr. Marmora: 71,017 RS; Dr. Gagliano: 71,017 RS; Mr. Kenny: 94,273 RS; and Mr. McMahon: 71,017 RS. The aggregate number of performance stock units and restricted shares held by Ms. Eglinton Manner are set forth in the table in the Section entitled, “Outstanding Equity Awards,” in this Proxy Statement. 3Ms. Aspinall resigned from the Board on October 28, 2025 4Mr. Boyd was appointed to the Board effective as of October 28, 2025. 5 Mr. Kenny elected to receive all his cash board fees in shares of the Company’s Common Stock in lieu of cash fees in accordance with the Director compensation policy described above. During 2025, Mr. Kenny received 28,339 shares of restricted stock in lieu of cash payment. 6 The indicated amounts reflect the aggregate grant date fair value of restricted stock awards made to non-employee Directors during 2025, computed in accordance with FASB ASC Topic 718.

  73. Policies and Practices Related to the Grant of Certain Equity Awards

    | PROPOSALS REQUIRING YOUR VOTE |

  74. Policies and Practices Related to the Grant of Certain Equity Awards

    | PROPOSAL NO. 1. ELECTION OF DIRECTORS |

  75. Policies and Practices Related to the Grant of Certain Equity Awards

    At the Annual Meeting, you will be asked to vote on the election of three Directors. A majority of the independent members of the Board have nominated Steven K. Boyd, Robert W. McMahon and John D. Bertrand for election as the Class II Directors, for terms expiring at the Annual Meeting of Stockholders in 2029. We do not know of anything that would preclude any of the nominees from serving. However, should any nominee for any reason become unable or unwilling to serve as a Director, the persons named in the enclosed proxy card will vote the shares represented by each proxy for such substitute nominee as the Board may approve. In accordance with our Certificate of Incorporation, our Board is currently divided into three classes of directors, with each class elected to serve staggered three-year terms. Accordingly, any Class II director nominee elected pursuant to this Proposal 1 will serve a three-year term expiring at the Company’s 2029 annual meeting of stockholders. Following consideration of feedback received from our stockholders, the Board is asking that stockholders vote for Proposal 5, as set forth on page 90 of this Proxy Statement, to approve an amendment to our Certificate of Incorporation that would serve to declassify our Board over a three-year period. If Proposal 5 is approved by our stockholders, beginning with the Company’s 2027 annual meeting of stockholders, each class of directors that is up for election will be eligible for election to a one-year term. Each of the nominees for election as Directors is currently a member of our Board and has consented to continue to serve if re-elected to the Board. Certain information with respect to each person nominated for election as a Director and each person whose term of office as a Director will continue after the Annual Meeting, including the particular experience, qualifications, attributes and skills they possess that led to the conclusion that they should serve as a Director, is set forth below.

  76. Policies and Practices Related to the Grant of Certain Equity Awards

    | Name | Principal Occupation | Age | Director Since | | Class II (Nominees Whose Terms Expire in 2026): | | | | | John D. Bertrand | Former Chief Executive Officer, Digital Diagnostics | 42 | 2026 | | Steven K. Boyd | Former Partner, Camber Capital Management | 44 | 2025 | | Robert W. McMahon | Senior Vice President and Chief Financial Officer, West Pharmaceutical Services | 57 | 2023 | | Class III (Directors For Terms Expiring in 2027): | | | | | Nancy J. Gagliano, M.D. | Managing Director, Granite Healthcare Advisors | 66 | 2021 | | Lelio Marmora | Former Executive Director, Unitaid | 59 | 2020 | | Class I (Directors For Terms Expiring in 2028): | | | | | Carrie Eglinton Manner | President and CEO, OraSure Technologies, Inc. | 52 | 2022 | | John P. Kenny | Former Chief Executive Officer, Meridian Bioscience | 57 | 2024 |

  77. Policies and Practices Related to the Grant of Certain Equity Awards

    | John D. Bertrand | | | Independent Director Director Since: 2026 Class: II Age: 42 Committees: •Nominating and Corporate Governance Education: •B.S., Business Management, Purdue University | Reasons for Nomination John D. Bertrand is a healthcare technology executive with more than a decade of experience driving artificial intelligence-enabled innovation in diagnostics. He brings expertise at the intersection of digital health, clinical workflows, and commercial strategy. Mr. Bertrand’s leadership in developing, commercializing, and implementing diagnostic solutions contributes valuable perspective to the Board’s oversight of the Company’s product development pipeline as well as its approach to scaling and deployment of technologies in clinical settings. Key Skills and Qualifications •As Chief Executive Officer at Digital Diagnostics, Mr. Bertrand helped transform the company from a research-stage organization into a global commercial platform for disease diagnosis. Under his leadership, the Company advanced the development and deployment of FDA-cleared diagnostic systems and expanded its capabilities across multiple core disease areas, improving access to care and earlier detection. •At Epic Systems Corporation, Mr. Bertrand held senior leadership positions with responsibility spanning product development, customer success, and business development. He guided cross-functional teams and supported the deployment of software platforms for large healthcare systems with a focus on scaled growth. •Mr. Bertrand has experience advising on investment and innovation initiatives across the healthcare sector. In roles at Bain Capital and 8VC, he supported healthcare and diagnostics practices with a focus on the integration of artificial intelligence applications in healthcare information technology. Career Highlights Digital Diagnostics Inc. – an artificial intelligence diagnostics company •Co-Founder and Chief Executive Officer (2019-2025) Bain Capital – a private investment firm •Senior Advisor (2022-Present) 8VC – a healthcare and technology focused venture capital firm •Executive in Residence (2018 -2024) Epic Systems Corporation – a healthcare software company •Director, Product and Business Development (2015-2019) •Various roles of increasing responsibility (2006-2014) |

  78. Policies and Practices Related to the Grant of Certain Equity Awards

    | Steven K. Boyd | | | Independent Director Director Since: 2025 Class: II Age: 44 Committees: •Audit •Compensation Committee Education: •B.S., Finance and Operations & Strategic Management, Boston College | Reasons for Nomination Steven K. Boyd is a seasoned investor with over two decades of public markets experience across the healthcare industry and a track record of successfully identifying value creation opportunities that deliver long-term shareholder growth. His deep sector knowledge, analytical rigor and financial expertise, combined with understanding of investor priorities and corporate governance, contribute an invaluable perspective to the Board, enhancing its oversight of strategic priorities, performance outcomes and stockholder alignment. Key Skills and Qualifications •Throughout his tenure at healthcare-focused hedge fund, Camber Capital Management, Mr. Boyd helped to grow the firm’s assets under management from around $300 million to nearly $3 billion and drive consistent and attractively differentiated returns for investors. He was responsible for guiding critical investment decisions in the diagnostics, life science tools and medical device subsectors. At Camber, Mr. Boyd developed deep insight into industry dynamics, competitive positioning and value-creation drivers directly relevant to OraSure’s business. •While serving at various hedge fund and private equity firms, Mr. Boyd gained substantial public and private market investment expertise. He was responsible for identifying and overseeing the execution of strategic equity investments across a broad range of industries as well as advising executive teams and boards of directors. •He began his career in investment banking, focused on global healthcare, where he acquired extensive industry-relevant expertise on M&A, strategic growth and capital markets. Career Highlights Camber Capital Management, a healthcare-focused hedge fund •Partner (2019-2025) •Principal (2015-2018) •Analyst (2010-2015) Various roles at global investment banking, private equity and hedge fund firms including UBS Investment Bank (NYSE: UBS), Heritage Partners, Sowood Capital Management and Tisbury Capital Management (2003-2008) |

  79. Policies and Practices Related to the Grant of Certain Equity Awards

    | Robert W. McMahon | | | Independent Director Director Since: 2023 Class: II Age: 57 Committees: •Audit (Chair) Education: •B.S., Finance, University of Florida •MBA, University of Central Florida | Reasons for Nomination Robert W. McMahon is an accomplished healthcare finance and business executive with a proven record of successfully leading organizations through periods of change and transformation. He brings deep experience in disciplined capital allocation, operational execution and strategic transactions to deliver shareholder value through strong financial performance, profitable growth and effective market expansion initiatives. Mr. McMahon is designated as an Audit Committee financial expert, as defined by the SEC rules. Key Skills and Qualifications • Leveraging his over three decades of deep industry expertise across the health systems and life sciences, Mr. McMahon currently serves as Chief Financial Officer at West Pharmaceutical Services, where he oversees the Company’s financial growth strategy, identifying strategic opportunities and investments, while strengthening its operational systems. • Previously, as Chief Financial Officer at Agilent Technologies, he led the company’s global finance organization and corporate finance strategy, driving disciplined execution and growth initiatives that contributed to the company’s strong financial results during his tenure. •At Hologic, he oversaw the company's finance and information technology teams and led the company's financial transformation, reshaping its product portfolio and significantly enhancing its performance and profitability. This included the $1.85 billion divestiture of its non-core blood screening business. Career Highlights West Pharmaceutical Services, Inc. (NYSE: WST) - a packaging and delivery systems manufacturer for healthcare products •Senior Vice President and Chief Financial Officer (since 2025) Agilent Technologies, Inc. (NYSE: A) - a life sciences tools and diagnostics company •Chief Financial Officer (2018-2025) Hologic, Inc. (Nasdaq: HOLX) - a diagnostics and medical imaging company •Chief Financial Officer (2014-2018) Johnson & Johnson (NYSE: JNJ) - a medical devices and pharmaceuticals company •Worldwide Vice President, Finance and Business Development, Ortho Clinical Diagnostics (2011-2014) •Vice President, Finance, Consumer Group (2006-2011) and Networking & Computer Services (2004-2006) •Additional roles of increasing responsibility (1993-2004) |

  80. Policies and Practices Related to the Grant of Certain Equity Awards

    | Nancy J. Gagliano, M.D. | | | Independent Director Director Since: 2021 Class: III Age: 66 Committees: •Compensation (Chair) •Nominating and Corporate Governance (Chair) Education: •B.S., Computer Science and Biology, Union College •M.D., Harvard Medical School •MBA, Northeastern University | Relevant Expertise Nancy J. Gagliano is a seasoned executive with over 35 years of leadership experience across healthcare services and diagnostics. Dr. Gagliano's track record of scaling clinical programs, overseeing large federally funded diagnostic initiatives and deploying care models in highly regulated environments provides the Board with valuable insight into innovation, quality oversight and risk management. She provides expertise in critical areas such as global product development, public health, clinical practice, and the retail pharmacy market. Key Skills and Qualifications •As an executive leader of the National Institute of Health's RADx (Rapid Acceleration of Diagnostics) Tech program, Dr. Gagliano oversaw more than $1 billion in sponsored programs to accelerate the development, validation and large-scale deployment of COVID-19 diagnostic testing in a highly regulated public health environment, working closely with U.S. government agencies including the FDA and CDC, and HHS. •While serving as Senior Vice President at CVS Health and Chief Medical Officer at MinuteClinic, she oversaw the development and expansion of key clinical programs, including telemedicine service. During her tenure, MinuteClinic expanded from approximately 400 to more than 1,100 clinics serving six million patients annually, strengthening access to care through scalable, technology-enabled delivery models. •At Granite Healthcare Advisors as Managing Director, Dr. Gagliano provides strategic guidance and business consulting services for several startups and healthcare technology companies. Dr Gagliano also provided healthcare consulting services in her role as Chief Medical Officer at Culbert Healthcare Solutions. Career Highlights Granite Healthcare Advisors - a healthcare advisory firm focused on strategy and performance improvement •Managing Director (since 2020) OraSure Technologies, Inc. (Nasdaq: OSUR) •Interim President and Chief Executive Officer (March 2022-June 2022) National Institute of Health - a U.S. government agency advancing biomedical and public health research •Executive Leader of RADx Tech, Rapid Acceleration of Diagnostics program (2020-2021) Culbert Healthcare Solutions - a healthcare advisory firm •Chief Medical Officer (2016-2020) CVS Health (NYSE: CVS) - a healthcare services and pharmacy company •Senior Vice President (2010 - 2016) •Chief Medical Officer, MinuteClinic (2010-2016) Massachusetts General Hospital - a teaching hospital of Harvard Medical School •Practicing clinician with various leadership positions (1989-2010) |

  81. Policies and Practices Related to the Grant of Certain Equity Awards

    | Lelio Marmora | | | Independent Director Director Since: 2020 Class: III Age: 59 Committees: •Audit •Nominating and Corporate Governance Education: •Master's Degree, International Law and Administration of International Organizations, Université Panthéon-Assas (Paris II) | Relevant Expertise Lelio Marmora is a global health sector executive with extensive experience leading large-scale investment portfolios and organizational transformations across more than 100 countries. His international experience managing multibillion dollar health portfolios across complex regulatory and political environments provides the Board with valuable perspective on strategic capital deployment, innovation funding and risk management, central to OraSure's growth strategy in diagnostics and public health markets. Keys Sills and Qualifications •As President and Chief Executive Officer of The Management Lab, a strategic advisory firm, Mr. Marmora supports multinational companies in global expansion, strategic positioning, investor engagement, partnership development and M&A execution, guiding boards of directors in high stakes decision making and leading due diligence and post-acquisition transformation processes. •Mr. Marmora served as Chief Executive Officer of Unitaid, overseeing a $1.5 billion portfolio and investing nearly $300 million annually to accelerate the development and adoption of innovative treatments and diagnostic technologies in over 100 countries. During his tenure, Unitaid tripled its investment base, and advanced cutting-edge health technologies in complex regulatory landscapes. •At the Global Fund to Fight AIDS, Tuberculosis and Malaria, Mr. Marmora held senior leadership positions overseeing multibillion-dollar public health portfolios, developing deep expertise in public funding governance, capital deployment oversight, and performance management across diverse healthcare systems. Career Highlights The Management Lab, Inc. - a Geneva-based health strategy advisory firm •President and Chief Executive Officer (since 2020) Unitaid - a Geneva-based health technologies investment fund •Chief Executive Officer (2014-2020) The Global Fund to Fight AIDS, Tuberculosis and Malaria - a non-profit organization •Director, Africa and the Middle East (2010-2014) •Director, Latin America and the Caribbean (2006-2010) Argentina Ministry of Industry - a government agency overseeing industrial development and economic growth. •Director, World Bank Programs (2003-2006) |

  82. Policies and Practices Related to the Grant of Certain Equity Awards

    | Carrie Eglinton Manner | | | President and Chief Executive Officer Director Since: 2022 Class: I Age: 52 Committees: •None Other Public Company Directorships (past 5 years): •Repligen Corporation (Nasdaq: RGEN) (since 2020) Education: •B.S., Mechanical Engineering, University of Notre Dame | Relevant Expertise Carrie Eglinton Manner has extensive leadership experience in the healthcare industry with a proven track record of driving innovation, scaling complex diagnostic businesses and delivering strategic growth and transformation across global organizations. With nearly 30 years of executive service spanning advanced diagnostics, clinical laboratory services and global healthcare technology, she brings to the Board deep expertise in launching and commercializing innovative products and technologies, integrating acquisitions and building operations excellence with a commitment to quality. Her disciplined operational insight enables her to play a critical role in the execution and oversight of OraSure’s long-term growth strategy and capital allocation priorities. Key Skills and Qualifications •As President and Chief Executive Officer, Ms. Eglinton Manner leads OraSure’s global operations and growth strategy, executing a strategic transformation to decentralize diagnostics through rapid testing and sample management solutions. Under her leadership, OraSure has focused on portfolio optimization, strengthening customer relationships, advancing innovation and deploying a disciplined capital allocation strategy to support long-term value creation. •At Quest Diagnostics, she oversaw value creation across the company’s $10 billion clinical portfolio by driving innovation in R&D, expanding strategic partnerships and advancing acquisition initiatives. She played a key role in accelerating growth in the company’s $2 billion Advanced Diagnostics portfolio, including oversight of specialty molecular and genetic offerings, pathology and its global and pharmaceutical services businesses. •Ms. Eglinton Manner spent two decades at GE Healthcare building deep healthcare, commercial, operational and regulated manufacturing expertise. She served as President and CEO of four distinct global businesses ranging from $150 million to $3 billion in revenue, where she led complex diagnostic and life science product portfolios across multiple clinical and technology-driven markets, including diagnostic imaging, lab services and medical devices. Career Highlights OraSure Technologies, Inc. (Nasdaq: OSUR) •President and Chief Executive Officer (since 2022) Quest Diagnostics, Inc. (NYSE: DGX) – a clinical laboratory and diagnostics services provider •Senior Vice President, Advanced & General Diagnostics and Clinical Solutions (2017-2022) GE Healthcare – a manufacturer of advanced medical devices and pharmaceutical diagnostics; formerly a division of General Electric (NYSE: GE) •President and Chief Executive Officer, Detection & Guidance Solutions: X-ray, Women's Health, Interventional and Surgery (2015-2016) •President and Chief Executive Officer, Surgery (2013-2015), •President and Chief Executive Officer, Clarient Diagnostic Services (2012-2013) •President and Chief Executive Officer, Maternal Infant Care (2009-2012) •Various leadership positions (1996-2009) |

  83. Policies and Practices Related to the Grant of Certain Equity Awards

    | John P. Kenny | | | Chair of the Board Director Since: 2024 Class: I Age: 57 Committees: •Compensation Other Public Company Directorships (past 5 years): •NeoGenomics Laboratories (Nasdaq: NEO) (since 2025) •Quantum-Si (Nasdaq: QSI) (since 2023) •Meridian Bioscience, Inc. (former Nasdaq: VIVO) (2017-2023) Education: •B.S., Management Systems, Kettering University | Relevant Expertise John ("Jack") P. Kenny is an accomplished diagnostics industry executive with more than 30 years of commercial and operational leadership experience. His track record of driving operational turnarounds, strengthening product portfolios and leading commercial execution in scaled diagnostic businesses provides the Board with valuable perspective on the Company’s diagnostic testing, sample management solutions and operational execution. Key Skills and Qualifications •At Meridian Bioscience, Mr. Kenny oversaw the development, manufacturing and commercialization of innovative diagnostic products serving global healthcare markets, and he led a comprehensive operational turnaround, strengthening performance, enhancing competitive positioning and bolstering the company’s product portfolio. Under his leadership, the company achieved consistently above-market sales and earnings growth and was successfully positioned to be acquired for approximately $1.53 billion in 2023. •Throughout his career in diagnostics and laboratory services, he has built deep capabilities in marketing, product launches, portfolio planning, lifecycle management, new product development and mergers and acquisitions, supporting portfolio expansion and consistent commercial growth across the diagnostic sector. •Mr. Kenny's extensive public and private board experience in the diagnostics sector strengthens strategic oversight and evaluation of growth opportunities. Career Highlights Meridian Bioscience, Inc. (former Nasdaq: VIVO) - a diagnostics and life science tools company •Chief Executive Officer (2017-2023) Siemens Healthcare - a global healthcare diagnostics and services provider •Senior Vice President and General Manager, Diagnostics, North America (2014-2017) Becton Dickinson and Co. (NYSE: BDX) - a diagnostics medical technology company •Vice President and General Manager, U.S. Region, Diagnostic Systems (2012-2014) Danaher Corporation (NYSE: DHR) - a global medical and technology innovator •President, North America, Leica Microsystems (2010-2012) Quest Diagnostics (NYSE: DGX) - a clinical laboratory and diagnostics services provider •Vice President, Marketing (2008-2010) |