UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
notice.
| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on | | |
| | The Proxy Statement and annual report to stockholders are available at https://ir.omnicell.com/financials/annual-reports-and-proxy-statements | | |
| | You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the virtual meeting, we urge you to vote and submit your proxies in advance of the Annual Meeting by completing, dating, signing and returning the enclosed proxy, or voting over the telephone or the Internet, as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. If you received proxy materials by mail, a return envelope (for which postage is prepaid if it is mailed within the United States) is enclosed for your convenience. Even if you vote in advance of the meeting by proxy, you may still vote electronically during the Annual Meeting if you follow the instructions in these materials. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote electronically during the Annual Meeting, you must obtain a proxy issued in your name from that record holder and follow the advance registration instructions described in these materials. | | |
The proxy statement and annual report to stockholders are available athttp://ir.omnicell.com/annuals-proxies.cfm
| | | Page | | |||
| | | 1 | | | ||
| | | | 7 | | | |
| | | | 7 | | | |
| | | | 8 | | | |
| | | | 14 | | | |
| | | | 14 | | | |
| | | | | | ||
| | | | 16 | | | |
| | | | 16 | | | |
| | | | 16 | | | |
| | | | 17 | | | |
| | | | 18 | | | |
| | | | 19 | | | |
| | | | 20 | | | |
| | | | 21 | | | |
| | | | 21 | | | |
| | | | 22 | | | |
| | | | 22 | | | |
| | | | 22 | | | |
| | | | 22 | | | |
| | | | 22 | | | |
| | | | 23 | | | |
| | | | 25 | | | |
| | | | 26 | | | |
| | | | 26 | | | |
| | | | 27 | | | |
| | | | 27 | | | |
| | | | 32 | | | |
| | | | 34 | | | |
| | | | 45 | | | |
| | | | 46 | | | |
| | | | 46 | | | |
| | | | 47 | | | |
| | | | 48 | | |
Mountain View, California
| | | Page | | |||
| | | | 49 | | | |
| | | | 51 | | | |
| | | | 52 | | | |
| | | | 54 | | | |
| | | | 54 | | | |
| | | | 55 | | | |
| | | | 56 | | | |
| | | | 56 | | | |
| | | | 69 | | | |
| | | | 70 | | | |
| | | | 70 | | | |
| | | | 71 | | | |
| | | | 72 | | | |
| | | | 72 | | | |
| | | | 74 | | | |
| | | | 74 | | | |
| | | | 74 | | | |
| | | | A-1 | | |
Directionsagent and follow the advance registration instructions below.
The Annual Meeting will be held atavailable during the Company's headquarters located at 590 E. Middlefield Road, Mountain View, California 94043.
If you need directions toAnnual Meeting for examination by stockholders of record and registered beneficial owners who participate in the Annual Meeting by clicking on the “Stockholder List” link on the meeting please visithttps://goo.gl/maps/pbCcc.
center website.
2022.
We provide Internet proxy voting to allow you to vote your shares on-line,online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
2022.
For Proposals 1, 2 and 3, if you own shares in street name and do not direct your broker how to vote your shares on the proposals, the result will be a broker non-vote. Broker non-votes will not impact Proposals 1, 2 or 3.
2022.
What does it mean if I receive more than one set of proxy materials?
the Company’s principal executive office.
meeting and otherwise comply with any additional requirements set forth in our bylaws. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than management’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 25, 2023.
Abstentions on Proposal Nos. 2, 3 and 34 will be counted towards the vote and will have the same effect as "Against"“Against” votes. Broker non-votes have no effect on the outcome of the vote for any proposal.
”
Brokers may vote without instruction on this proposal.
Omnicell's
The three2024.
The brief biographies below include
| | | Age | | | Position(s) within Omnicell | | | Director Since | | | Class | | | Current Term Expires | | | Expiration of Term for which Nominated | | | Independent | | | Current Committee Membership(2) | | ||||||||||||||||||||||||
| | | Audit | | | Comp. | | | Corp. Gov.(3) | | | M&A | | ||||||||||||||||||||||||||||||||||||
Director Nominees | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Edward P. Bousa | | | | | 63 | | | | Director | | | | | 2021 | | | | III | | | | | 2022 | | | | | | 2025 | | | | | | Yes | | | | | | | | | | X | | | | |
Bruce E. Scott | | | | | 66 | | | | Director | | | | | 2019 | | | | III | | | | | 2022 | | | | | | 2025 | | | | | | Yes | | | | | | | | | | X | | | X | |
Mary Garrett | | | | | 63 | | | | Director | | | | | — | | | | III | | | | | — | | | | | | 2025 | | | | | | Yes | | | | | | | | | | | | | | |
Continuing Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Joanne B. Bauer | | | | | 66 | | | | Director | | | | | 2014 | | | | I | | | | | 2023 | | | | | | — | | | | | | Yes | | | | X | | | Chair | | | | | | X | |
Robin G. Seim | | | | | 62 | | | | Director | | | | | 2019 | | | | I | | | | | 2023 | | | | | | — | | | | | | Yes | | | | | | | | | | | | | X | |
Sara J. White | | | | | 76 | | | | Director | | | | | 2003 | | | | I | | | | | 2023 | | | | | | | | | | | | Yes | | | | | | | | | | Chair | | | | |
Randall A. Lipps | | | | | 64 | | | | President, Chief Executive Officer and Chairman of the Board | | | | | 1992 | | | | II | | | | | 2024 | | | | | | — | | | | | | No | | | | | | | | | | | | | | |
Vance B. Moore | | | | | 61 | | | | Director | | | | | 2012 | | | | II | | | | | 2024 | | | | | | — | | | | | | Yes | | | | | | | X | | | | | | | |
Mark W. Parrish | | | | | 66 | | | | Director | | | | | 2013 | | | | II | | | | | 2024 | | | | | | — | | | | | | Yes | | | | X | | | X | | | | | | | |
Non-Continuing Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
James T. Judson(1) | | | | | 67 | | | | Lead Independent Director | | | | | 2006 | | | | III | | | | | 2022 | | | | | | — | | | | | | Yes | | | | Chair | | | | | | | | | Chair | |
Bruce D. Smith(1) | | | | | 74 | | | | Director | | | | | 2014 | | | | III | | | | | 2022 | | | | | | — | | | | | | Yes | | | | | | | | | | X | | | | |
Board Diversity Matrix | | ||||||||||||||||||||||||
Total Number of Directors: 9 | | ||||||||||||||||||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||||||||||||
Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors | | | | | 3 | | | | | | 6 | | | | | | ― | | | | | | ― | | |
Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
African American or Black | | | | | ― | | | | | | 1 | | | | | | ― | | | | | | ― | | |
Alaskan Native or Native American | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | |
Asian | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | |
Hispanic or Latinx | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | |
Native Hawaiian or Pacific Islander | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | |
White | | | | | 3 | | | | | | 5 | | | | | | ― | | | | | | ― | | |
Two or More Races or Ethnicities | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | |
LGBTQ+ | | | ― | | |||||||||||||||||||||
Did Not Disclose Demographic Background | | | ― | |
| Diversity of Tenure Balanced tenure is reflective of thoughtful refreshment | | | Independence 89% of directors are independent | |
| | | |
| Gender and Racial/Ethnic Diversity | | |||
| 44% of directors are women or racially or ethnically diverse | | | 2 of 3 Committee Chairs are women | |
| | | |
James T. Judson,
the Harvard Business School.
She has also served as a director of Hillrom Corporation, a global medical technology company, from March 2017 until December 2021, and was chair of the Nominating/Corporate Governance Committee and a member of the Audit Committee. Ms. Garrett received a B.S. in bio-medical engineering from Brown University and an M.S. in bio-electrical engineering from Brown University.
Gary S. Petersmeyer,
Wisconsin, Oshkosh.
healthcare industry.
Bruce D. Smith,
Sacramento.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDSA VOTE IN FAVOR OF EACH NAMED NOMINEE.
Class I Directors Continuing in Office untilCompany’s financial and business operations and the 2017 Annual Meeting
Randy D. Lindholm
Randy D. Lindholm, age 61, has servedhealthcare industry, gained through his 13 years of experience as a directoran executive officer of Omnicell since May 2003. Since April 2002, Mr. Lindholm has served as a consultant to medical device companies. From June 1999 to April 2002, Mr. Lindholm was Chairman, Presidentin various financial and Chief Executive Officer of VidaMed, Inc., a medical device company, and from August 1998 to June 1999, served as its Executive Vice President, Sales and Marketing. From 1993 to 1998, Mr. Lindholm held senior field operations positions at Nellcor Puritan Bennett, a provider of solutions to diagnose, monitor and treat respiratory-impaired patients. Mr. Lindholm spent the previous 16 years at GE Medical Systems, a medical device company. Mr. Lindholm received a B.S. in electrical engineering from Michigan Tech University. Mr. Lindholm is also a director of several privately held companies and serves as executive chairman of InnFocus, Inc., a privately held company.
operational leadership roles. The Corporate Governance Committee believes that Mr. Lindholm's more than three decadesSeim’s extensive knowledge of the Company and its industry, combined with his prior financial expertise and leadership experience, inprovide the Board with invaluable insights into the Company’s financial and business operations, the healthcare industry, including serving as the chief executive officer for a publicly-held medical device company, his sales, marketingwell as financial and field operations experience and his experience as a director of other companies in the healthcare industry allow him to effectively contribute to the Board's understanding of the industry. Mr. Lindholm's experience in executive compensationoperational matters developed during his tenure as chief executive officer, is especially valuable as the Chairman of the Compensation Committee.
generally.
Joanne B. Bauer
Joanne B. Bauer, age 60, has served as a director of Omnicell since January 2014. Since October 2013, Ms. Bauer has served as a Director of Aurora Health Care, an integrated, not-for-profit, health care provider serving communities throughout eastern Wisconsin and northern Illinois. From October 2001 until June 2014, Ms. Bauer served as President of Global Health Care at Kimberly-Clark Corporation, a global company focused on leading the world in essentials for a better life through product innovation and building its personal care, consumer tissue, professional and health care brands. Ms. Bauer joined Kimberly-Clark in 1981 and held various marketing and management positions within its adult care and health care businesses. Ms. Bauer received a B.A. degree from Lawrence University and an M.B.A. from the University of Wisconsin, Oshkosh.
The Corporate Governance Committee believes Ms. Bauer's leadership and management in the healthcare industry, including serving as the president of the healthcare segment of a large multinational corporation and various management and marketing roles provide the Board with valuable insight regarding the healthcare industry.
Class II Directors Continuing in Office untilUntil the 20182024 Annual Meeting of Stockholders
Mark W. Parrish, age 60, has served as a director of Omnicell since January 2013. Since 2008, Mr. Parrish has served as Chairman and Chief Executive Officer of TridentUSA Health Services, a provider of mobile X-ray and laboratory services to the long-term care industry. Earlier, commencing in 2001, he held management roles of increasing significance with Cardinal Health Inc. and its affiliates, including Chief Executive Officer of Healthcare Supply Chain Services for Cardinal Health from 2006 to 2007. Mr. Parrish also serves as a director of Mylan Inc., a global pharmaceutical company; President of the International Federation of Pharmaceutical Wholesalers, an association of pharmaceutical wholesalers and pharmaceutical supply chain service companies; and senior adviser to Frazier Healthcare Ventures, a health-care oriented growth equity firm. Mr. Parrish received a B.A. from the University of California, Berkeley.
The Corporate Governance Committee believes Mr. Parrish's extensive leadership experience in the healthcare industry, including serving as the chairman and chief executive officer of a multi-service provider in the long-term care market and various other management roles provide the Board with valuable insight regarding the healthcare industry and, specifically, the long-term care market.
Vance B. Moore
The Corporate Governance Committee believes Mr. Moore'sMoore’s extensive supply chain management expertise and his leadership abilities developed during his service in the chief executive role at a large, national healthcare system'ssystem’s supply chain organization allow him to bring important operations and management skills to the Board.
Board Leadership Structure
Lead Independent Director.
Company’s CEO).
the Board'sBoard’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent,"“independent,” including those set forth in the applicable listing standards of the NASDAQ,Nasdaq, as in effect from time to time.
The Board also noted that Mr. Smith, a member of the Board, serves as Senior Vice President and Chief Information Officer of Advocate Health and Hospitals Corporation ("Advocate"). Effective December 2005, the Company entered into a master agreement with Advocate, whereby the Company agreed to provide products and services to Advocate. Effective September 2011, the Company entered into a corporate partnership agreement with Advocate, whereby the Company agreed to provide products and services to Advocate members at discounted pricing in consideration for Advocate members' commitment to utilize the Company as their sole source provider for automated pharmacy dispensing cabinets. The Company recorded revenue from Advocate of approximately $971 thousand, $2.3 million and $2.1 million for the years ended December 31, 2013, 2014 and 2015, respectively. The Board determined that Mr. Smith did not derive any direct or indirect material benefit from the agreements with Advocate and believes that the agreements are in Omnicell's best interest and on terms no less favorable than could be obtained from other third party health systems.
preventing illegal or improper liability-creating conduct. The Corporate Governance Committee is also responsible for overseeing the Company’s environmental, social, and governance initiatives and progress and related risks. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
| |||||
Board Members | | 3x annual cash retainer | | ||
| Chief Executive Officer | | 3x annual base salary | | |
| Other | | 1x annual base salary | |
Meetings
Persons interested in communicating with the independent directors with their concerns or issues may address correspondence to a particular director, or to the independent directors generally, in care of Lead Independent Director, Omnicell, Inc. at 590 E. Middlefield Road, Mountain View, California 94043. If no particular director is named, letters will be forwarded, depending on the subject matter, to the Chair of the Audit, Compensation, or Corporate Governance Committee.
Information Regarding Committees of the Board of Directors
Name | | | Audit(2) | | | Compensation(2) | | | Corporate Governance(2)(3) | | | M&A(2) | | ||||||||||||
Joanne B. Bauer | | | | | X | | | | | | X* | | | | | | | | | | | | X | | |
Edward P. Bousa | | | | | | | | | | | | | | | | | X | | | | | | | | |
James T. Judson(1) | | | | | X* | | | | | | | | | | | | | | | | | | X* | | |
Vance B. Moore | | | | | | | | | | | X | | | | | | | | | | | | | | |
Mark W. Parrish | | | | | X | | | | | | X | | | | | | | | | | | | | | |
Bruce E. Scott | | | | | | | | | | | | | | | | | X | | | | | | X | | |
Robin G. Seim | | | | | | | | | | | | | | | | | | | | | | | X | | |
Bruce D. Smith(1) | | | | | | | | | | | | | | | | | X | | | | | | | | |
Sara J. White | | | | | | | | | | | | | | | | | X* | | | | | | | | |
Total meetings in fiscal year 2021 | | | | | 13 | | | | | | 11 | | | | | | 5 | | | | | | 7 | | |
Name | Audit | Compensation | Corporate Governance | M&A | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
James T. Judson | X | * | X | ||||||||||
Randy D. Lindholm | X | * | X | ||||||||||
Gary S. Petersmeyer | X | X | X | ||||||||||
Sara J. White | X | * | |||||||||||
Vance B. Moore | X | X | |||||||||||
Mark W. Parrish | X | ||||||||||||
Joanne B. Bauer | X | ||||||||||||
Bruce D. Smith | X | ||||||||||||
| | | | | | | | | | | | | |
Total meetings in fiscal year 2015 | 18 | 11 | 4 | 4 |
Audit Committee has adopted a written Audit Committee Charter that can be found inunder “Leadership & Governance — Governance Documents” on the "Corporate Governance" section on Omnicell's corporateCompany’s investor relations website atwww.omnicell.comir.omnicell.com., under "Investor Relations."
2021.
| | | | AUDIT COMMITTEE | |
| | ||||
| | James T. Judson, Chair Mark W. Parrish | |
business operations and strategy, key performance metrics and strategic goals, as well as the labor market in which the Company competes. Radford ultimately developed recommendations regarding executive compensation levels and types of compensation elements that were presented to the Compensation Committee for its consideration. Following an active dialogue with Radford and suggesting modifications, the Compensation Committee approved the modified recommendations.
statement entitled “Director Compensation.”
The
The Corporate Governance Committee is also responsible for overseeing the Company’s environmental, social, and governance initiatives and progress.
other relationships and transactions that might impair such directors'directors’ independence.
accepted.
four directors: Mr. Judson (Chair), Ms. Bauer, Mr. Scott and Mr. Seim. Following the Annual Meeting, the M&A Committee will be composed of Mr. Scott (Chair), Mr. Bousa, Mr. Moore and Mr. Seim. The Company'sM&A Committee met seven times during fiscal year 2021. Our M&A Committee Charter can be found under “Leadership & Governance — Governance Documents” on the Company’s investor relations website at ir.omnicell.com.
Policy for Reporting Complaints Regarding Accounting and Auditing Matters" (the "OmnicellMatters” (the “Omnicell Open Door Policy"Policy”) that relate to questionable accounting or auditing matters involving the Company will be promptly and directly forwarded to the Audit Committee. The Omnicell Open Door Policy is available in the "Corporate Governance" sectioncan be found under “Leadership & Governance — Governance Documents” on the Company's corporateCompany’s investor relations website atwww.omnicell.com,ir.omnicell.com.
Omnicell has adopted the Omnicell Code of Conduct, a code of ethics that applies to all officers, directors and employees of the Company. The Omnicell Code of Conduct is available in the "Corporate Governance" sectionunder “Leadership & Governance — Governance Documents” on the Company's corporateCompany’s investor relations website atwww.omnicell.com,ir.omnicell.com. under "Investor Relations." If the Company makes any substantive amendments to its Code of Conduct or grants any waiver from a provision of the Codethereof to any executive officer or director, itwe will promptly disclose the nature of the amendment or waiver on our website.
Position | | | Annual Cash Fees(1) ($) | | | Meeting Fees ($) | | | Value of Annual Restricted Stock Grant(2) ($) | | | Total Value of Annual Compensation ($) | | ||||||||||||
Audit Committee Chairperson | | | | | 20,000 | | | | | | — | | | | | | 20,000 | | | | | | 40,000 | | |
Audit Committee Member (non-Chair) | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | 20,000 | | |
Compensation Committee Chairperson | | | | | 20,000 | | | | | | — | | | | | | 20,000 | | | | | | 40,000 | | |
Compensation Committee Member (non-Chair) | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | 20,000 | | |
Corporate Governance Committee Chairperson | | | | | 11,000 | | | | | | — | | | | | | 11,000 | | | | | | 22,000 | | |
Corporate Governance Committee Member (non-Chair) | | | | | 7,500 | | | | | | — | | | | | | 7,500 | | | | | | 15,000 | | |
Mergers & Acquisitions Committee Member | | | | | — | | | | | | 1,250(3) | | | | | | — | | | | | | — | | |
Lead Independent Director | | | | | 17,500 | | | | | | — | | | | | | 17,500 | | | | | | 35,000 | | |
Director | | | Fees Earned or Paid in Cash(1) ($) | | | Stock Awards(2)(3) ($) | | | Option Awards(2)(4) ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||
Joanne B. Bauer | | | | | 123,750 | | | | | | 189,796 | | | | | | — | | | | | | — | | | | | | 313,546 | | |
Edward P. Bousa(5) | | | | | 48,750 | | | | | | 167,382 | | | | | | — | | | | | | — | | | | | | 216,132 | | |
James T. Judson | | | | | 132,500 | | | | | | 197,269 | | | | | | — | | | | | | — | | | | | | 329,769 | | |
Vance B. Moore | | | | | 100,000 | | | | | | 169,825 | | | | | | — | | | | | | — | | | | | | 269,825 | | |
Mark W. Parrish | | | | | 110,000 | | | | | | 179,743 | | | | | | — | | | | | | — | | | | | | 289,743 | | |
Bruce E. Scott | | | | | 101,250 | | | | | | 167,380 | | | | | | — | | | | | | — | | | | | | 268,630 | | |
Robin G. Seim | | | | | 93,750 | | | | | | 159,907 | | | | | | — | | | | | | — | | | | | | 253,657 | | |
Bruce D. Smith | | | | | 97,500 | | | | | | 167,380 | | | | | | — | | | | | | — | | | | | | 264,880 | | |
Sara J. White | | | | | 101,000 | | | | | | 170,776 | | | | | | — | | | | | | — | | | | | | 271,776 | | |
At our 2011 Annual Meeting of Stockholders, our
The We expect to hold our next “say-on-frequency” vote at our 2023 Annual Meeting of Stockholders.
With regard to long-term equity incentive compensation, the value of such compensation awarded to the named executive officers, calculated using Black-Scholes-Merton valuation methodology, ranged from the 25th to 50th percentile to above the 75th75th percentile of our peer group in 2015. Such a valuation is necessarily sensitive to movement in the stock price of the target stock, but in 2015 our average compensation value for long-term equity incentive grants to our executives was at approximately between the 50th and 75th percentile of the comparator group.fiscal year 2021.
Beginning in 2011, the Board implemented a policy of declaring half of the equity incentive grants to executives to vest upon the successful achievement of certain market-based performance metrics by the Company. The market-based performance comparison adopted by the Company compares the total stockholder return of its common stock to that of the companies in the Nasdaq Health Care Index (the "Index").
"RESOLVED,
”
Advisory approval of this proposal requires the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDSA VOTE "FOR" PROPOSAL NO. 2.
PROPOSAL NO. 3RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has selected Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm for the year ending December 31, 2016 and has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Deloitte has served as our independent registered public accounting firm since April 7, 2014.
Neither the Company's Bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte as the Company's independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of Deloitte to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.
Principal Accountant Fees and Services
The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2015 and December 31, 2014 by Deloitte.
| Fiscal Year Ended December 31, | ||||||
---|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||
| (in thousands) | ||||||
Audit Fees | $ | 1,840 | $ | 2,176 | |||
Audit-Related Fees | 276 | — | |||||
Tax Fees | 11 | 119 | |||||
All Other Fees | 3 | 3 | |||||
| | | | | | | |
Total Fees | $ | 2,130 | $ | 2,298 |
Audit Fees. Consists of fees billed for professional services rendered for the audit of the Company's annual consolidated financial statements included in the Annual Report on Form 10-K and review of the interim consolidated financial statements included in quarterly reports on Form 10-Q, professional services associated with SEC registration statements and other documents filed with the SEC, consultations with the Company's management regarding the independent investigation into a whistleblower notification received by the Company in February 2015, consultations with the Company's management as to the accounting treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, the Financial Accounting Standards Board or other standard- setting bodies, and other services that are normally provided by the Company's independent registered public accounting firms in connection with statutory and regulatory filings or engagements.
Audit-Related Fees. Consists of fees billed for professional services rendered in connection with the Company's acquisitions of Avantec Healthcare Limited and Mach4 Automatisierungstechnik GmbH during the year ended December 31, 2015. Professional services rendered included review of the valuation reports and purchase price allocations of the acquired entities.
Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning outside of the audit of the income tax accounts.
All Other Fees. Consists of fees billed for subscriptions to an on-line accounting and financial reporting research assistance service.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company's independent registered public accounting firm. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services, tax services and other non-audit services up to specified amounts. Pre-approval may also be given as part of the Audit Committee's approval of the scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee's members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
The Audit Committee has determined that the rendering of the services other than audit services by Deloitte was compatible with maintaining their independence.
In 2015, the Audit Committee pre-approved the fees set forth on the previous page in their entirety.
Required Vote and Recommendation of the Board of Directors
Approval
The Board believes that approval of Proposal No. 3 is in the best interest of the Company and the best interests of the stockholders for the reasons stated above.
SECURITY OWNERSHIP OFCERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of the Company's common stock as of February 15, 2016 by: (i) each director and nominee for director; (ii) each of the executive officers named in the Summary Compensation Table; (iii) all current executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than 5% of its common stock.
| Beneficial Ownership(1) | ||||||
---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner | Number of Shares | Percent of Total | |||||
BlackRock, Inc.(2) | 3,438,140 | 9.65 | % | ||||
55 East 52nd Street | |||||||
New York, NY 10022 | |||||||
Oak Ridge Investments, LLC(3) | 2,524,757 | 7.09 | % | ||||
10 South LaSalle Street, Suite 1900 | |||||||
Chicago, IL 60603 | |||||||
James T. Judson(6) | 41,790 | * | |||||
Randy D. Lindholm | 27,763 | * | |||||
Randall A. Lipps(4)(6) | 614,859 | 1.72 | % | ||||
Vance B. Moore(6) | 47,451 | * | |||||
Mark W. Parrish | 40,268 | * | |||||
Gary S. Petersmeyer(6) | 36,675 | * | |||||
Sara J. White(6) | 42,243 | * | |||||
Joanne B. Bauer(6) | 19,599 | * | |||||
Bruce D. Smith(6) | 10,770 | * | |||||
Peter J. Kuipers | 1,776 | * | |||||
Robin G. Seim(6) | 17,450 | * | |||||
J. Christopher Drew(5)(6) | 267,823 | * | |||||
Dan S. Johnston(6) | 84,828 | * | |||||
Nhat H. Ngo(6) | 17,056 | * | |||||
All executive officers and directors as a group (15 persons)(6)(7) | 1,359,961 | 3.75 | % |
stock, sole dispositive power with respect to 2,492,553 shares of common stock and shared dispositive power with respect to 32,204 shares of common stock. The data regarding the stock ownership of Oak Ridge is as of December 31, 2015 from the Schedule 13G filed by Oak Ridge on February 8, 2016.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than 10% of a registered class of the Company's equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
The Company submits all applicable Section 16(a) filing requirements on behalf of its officers and directors. To the Company's knowledge, based on the reports filed by the Company, copies of such reports furnished to the Company and written representations that no other reports were required during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to its officers and directors were complied with, except for one Form 4 filing for Mr. Petersmeyer covering the sale of common stock in February 2015, which was filed late.
COMPENSATION DISCUSSION AND ANALYSIS
Officer; and
our total stockholder return, with 25% of such shares vesting immediately and the remaining shares vesting semiannually in June and December over the subsequent three-year period, contingent on continued service.
Our executive officers' For additional information, see the section below entitled “Executive Compensation-Setting Process.”
| Compensation Element | | | Type | | | Primary Objective(s) | | | Performance Measures | | |||
| Annual Base Salary | | | “Fixed” | | | Provide base amount of market competitive pay and predictable level of financial stability | | | Not applicable | | |||
| Annual Cash Performance-Based Bonus | | | “At Risk” | | | Incentivize and reward the achievement (and over-achievement) of short-term corporate and individual goals | | | Corporate Threshold Targets: • Profit Target (quarterly and annual) • Advanced Services Bookings Threshold (annual) • Product Bookings Threshold (annual) • Strategic Acquisitions Target (annual) • Individual Targets (quarterly) | | |||
| Long-Term Equity Incentive Awards | | | PSUs | | | “At Risk” | | | Incentivize and retain executives, align the interests of stockholders and executives, and motivate and reward achievement of long-term corporate financial goals (no payout if performance measure is not met) | | | Total stockholder return over a one-year period as measured against the Nasdaq Healthcare Index | |
| | | | RSUs | | | “Variable” | | | Incentivize and retain executives and align the interests of stockholders and executives by linking realized value to stock price performance | | | Stock price appreciation | |
incentive to overachieve short-term and long-term goals. The base salary, performance-based cash bonus, and additional cash bonuses are referred to as the cash component of thereinforce our pay-for-performance executive compensation plan.
The equity compensation component is primarily designed to incentivize and retain our executives and to reward the achievement of our long-term financial success. The Committee utilizes a benchmarking analysis when determining total cash compensation, allocating cash compensation between base salary and performance-based bonus and in awarding long-term equity compensation.
philosophy:
| WHAT WE DO | | | WHAT WE DON’T DO | |
| ✓ Significant majority of NEO compensation is at-risk or variable based on Company and individual performance (including performance-based cash and equity awards) | | | ✘ No guaranteed bonuses or base salary increases | |
| ✓ Multi-year vesting periods for equity awards | | | ✘ No employment contracts that guarantee continued employment of our executive officers | |
| ✓ Multiple performance metrics for at-risk compensation | | | ✘ No “single trigger” change of control arrangements | |
| ✓ Meaningful stock ownership guidelines for all executive officers and non-employee directors | | | ✘ No tax gross ups of executive perquisites or severance or change of control payments or benefits | |
| ✓ Perquisites provided to our executives are limited | | | ✘ No repricing, cash-out or exchange of “underwater” stock options without stockholder approval | |
| ✓ Annual advisory vote for stockholders to approve NEO compensation | | | ✘ No special health, welfare or retirement plans for executive officers | |
| ✓ Maintain a fully (100%) independent Compensation Committee | | | ✘ No short sales of our common stock or purchases of derivatives | |
| ✓ Retain an independent compensation consultant to advise the Compensation Committee | | | ✘ No dividend payments on unearned equity awards | |
| ✓ Annual executive compensation review (including review of compensation peer group and compensation-related risk assessment) | | | | |
In 2017, our stockholders included their approval of the Board and management recommendation that we solicit a “say-on-pay” vote on an annual basis. Our Board has adopted a policy that is consistent with that preference and, accordingly, we are holding a say-on-pay vote at this Annual Meeting. A “say-on-frequency” vote is required every six years, and as such, our next say-on-frequency vote will be in 2023.
In addition, from time to time, various members of management and other employees may be invited by the Committee to make presentations, provide financial or other background information or advice or otherwise participate in Committee meetings.
Certain of our direct industry competitors are significantly larger than we are with respect to market capitalization, revenue and number of employees, and as a result, historically
The Committee and its compensation consultants strive
The companies identified for benchmark comparison in each of the 2014Radford Report and 2015 reports were:
| 2021 Peer Group | | ||||||||||
| ||||||||||||
•
Allscripts Healthcare Solutions, Inc. | | | •
Evolent Health, Inc. | | | •
|
Manhattan Associates, Inc. | | ||||
| •
Blackbaud Inc. | | | •
Globus Medical, Inc. | | | •
|
Masimo Corp. | | |||
| •
Cantel Medical Corp. | | | •
Haemonetics Corporation | | | •
|
| ||||
|
|
|
| |||||||||
|
|
|
| |||||||||
|
Natus Medical Incorporated | | ||||||||||
| •
Commvault Systems, Inc. | | | •
HMS Holdings Corp. | | | • NextGen Healthcare, Inc. (formerly Quality Systems Inc.) | | ||||
| •
CONMED Corporation | | | •
|
|
| ||||||
ICU Medical, Inc. . | | | •
NuVasive, Inc. |
|
| |||||||
| •
Cornerstone OnDemand, Inc. | | | •
Inovalon Holdings, Inc. | |
| |
| ||||
|
executive officer, the Committee analyzes the comparable total cash compensation metric ofidentified in the Radford Report for each executive and sets the executive'sexecutive’s total targeted cash compensation with the goal of achieving the objective percentile for each executive or moving each executive toward the objective percentile for each executive in a responsible and measured manner if the executive'sexecutive’s current compensation is significantly different than the objective. The Committee also considers management'smanagement’s financial forecasts for the upcoming fiscal year and works to establish an aggregate compensation scheme that fits within the Company'sCompany’s budgetary model.
Once an appropriate base salary determination is made, the Committee allocates the difference between the executive's new base salary and targeted total cash compensation as the sizea benchmarking analysis of the executive's maximum potential performance-based bonus. The Committee then translates the maximum potential performance-based bonus into a percentage of the executive officer's base salary and makes adjustments to the base salary and bonus percentage from there, with a view towards maintaining consistent bonus percentages among the Company's executive officers.
Adjustments in cash compensation derived from base salary versus performance-based cash bonus are based on such factors as an executive's historical base salary, an executive's duties and responsibilities and his or her position in the Company, as well as competitive pay practices for comparable positions identified in the Radford Report.
Report and certain other factors, including an executive’s historical base salary, individual performance and duties and responsibilities and position in the Company, with a view toward targeting base salary compensation at the 50th percentile as compared to the peer group. Once the base salary determination is made, the Committee then determines each executive’s performance-based bonus target (as a percentage of his or her base salary), taking into consideration a benchmarking analysis of competitive pay practices for comparable positions identified in the Radford Report, with a view toward maintaining consistent bonus percentages among the Company’s executive officers and targeting total cash compensation to the 75th percentile for each executive officer as compared to the peer group. The Committee determined the base salary for Ms. Mellon, who joined the Company in February 2021, in connection with a recruitment and hiring process, taking into consideration various factors including market data gathered by Radford for comparable positions based on our 2021 peer group, the scope of Ms. Mellon’s role, her qualifications and prior experience, other input provided by Radford and the recommendation of our CEO.
Named Executive Officer | 2015 Base Salary ($) | 2015 Base Salary Percentile to Peer Group | 2015 Targeted Total Cash Compensation(1) ($) | 2015 Targeted Total Cash Percentile to Peer Group | 2014 Target Total Cash Compensation ($)(2) | 2014 Targeted Total Cash Percentile to Peer Group | Percentage Increase from 2014 Targeted Total Cash(3) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Randall A. Lipps | 620,000 | 25th - 50th | 1,395,000 | 75th | 1,350,000 | 75th | 3% | |||||||||||||||
Peter J. Kuipers(4) | 370,000 | 25th - 50th | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Robin G. Seim | 350,000 | 25th - 50th | 665,000 | 50th | 608,000 | >75th | 9% | |||||||||||||||
J. Christopher Drew | 350,000 | 50th | 627,000 | 75th | 627,000 | >75th | 6% | |||||||||||||||
Nhat H. Ngo | 288,000 | 25th - 50th | 547,000 | >75th | 532,000 | >75th | 3% | |||||||||||||||
Dan S. Johnston | 290,000 | 25th | 551,500 | 75th | 522,500 | >75th | 6% |
Named Executive Officer | | | 2021 Base Salary(1) ($) | | | 2021 Base Salary Percentile to Peer Group | | | 2021 Targeted Total Cash Compensation(1) ($) | | | 2021 Targeted Total Cash Percentile to Peer Group | | | 2020 Targeted Total Cash Compensation (Approved but Delayed) ($)(2) | | | 2020 Targeted Total Cash Percentile to Peer Group | | | Percentage Increase from 2020 Targeted Total Cash (Approved but Delayed)(3) | | |||||||||||||||||||||
Randall A. Lipps | | | | | 797,100 | | | | | | 50th – 75th | | | | | | 1,793,475 | | | | | | 75th | | | | | | 1,676,250 | | | | | | 50th – 75th | | | | | | 7.0% | | |
Peter J. Kuipers | | | | | 463,500 | | | | | | 50th – 75th | | | | | | 880,650 | | | | | | >75th | | | | | | 855,000 | | | | | | 75th | | | | | | 3.0% | | |
Scott P. Seidelmann | | | | | 448,100 | | | | | | >75th | | | | | | 851,390 | | | | | | >75th | | | | | | 826,500 | | | | | | 75th | | | | | | 3.0% | | |
Dan S. Johnston | | | | | 385,000 | | | | | | 50th – 75th | | | | | | 731,500 | | | | | | >75th | | | | | | 693,500 | | | | | | >75th | | | | | | 5.5% | | |
Christine Mellon(4) | | | | | 340,000 | | | | | | 50th – 75th | | | | | | 646,000 | | | | | | >75th | | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
, which are typically set in the first quarter of the fiscal year.
The Committee also determined that, even ifregardless of whether the CorporateAnnual Profit Threshold or the Strategic Goals were notwas met, an overachievement bonus would be payable to each named executive officerNEO if the Company's publicly reported annual bookings number exceededCompany met certain overachievement metrics set by the Committee relating to (i) publicly reported annual product bookings (the "Bookings“Product Bookings Overachievement Targets"Target”) and (ii) annual advanced services bookings (the “Advanced Services Bookings Overachievement Target”). The overachievement potential paymentpayments would be based on the percentage of overachievement and would apply that percentage to the amount of such individual targeted bonuseach NEO’s Incentive Target for the full year of 2015,2021, as more specifically set forth in the table below. Specifically, in the fourth quarter 2015, the Committee determined the Bookings Threshold would be met if the Company publicly reported that the bookings amount was at least $406,700,000 andbelow, with a 75% weighting on the Bookings Overachievement Target and 25% weighting on the Advanced Services Bookings Overachievement Target. The Committee further determined that, regardless of whether the Annual Profit Threshold was met, a separate overachievement bonus would be met if such publicly reported bookings amount was $422,700,000payable to each NEO based on the number of strategic acquisitions entered into by the Company during fiscal 2021 on or greater.
Bookings Threshold Target | Annual Bookings Amount | Bookings Overachievement Percentage(1) | |||
---|---|---|---|---|---|
1st Bookings Overachievement Target | $ | 422,700,000 | Additional 10% of Incentive Target | ||
2nd Bookings Overachievement Target | $ | 432,700,000 | Additional 20% of Incentive Target | ||
3rd Bookings Overachievement Target | $ | 440,700,000 | Additional 30% of Incentive Target | ||
4th Bookings Overachievement Target | $ | 445,700,000 | Additional 45% of Incentive Target | ||
5th Bookings Overachievement Target | $ | 449,700,000 | Additional 55% of Incentive Target |
Overachievement Target | | | Threshold | | | Overachievement Percentage(1) | |
Bookings Overachievement Target(1): | | | | | | | |
First Bookings Overachievement Target (Threshold) | | | Annual reported Product bookings = $1,129,000,000 | | | Additional 7.5% of Incentive Target | |
Final Bookings Overachievement Target (Maximum) | | | Annual reported Product bookings = $1,156,000,000 | | | Additional 30% of Incentive Target | |
Advanced Services Bookings Overachievement Target(2): | | | | | | | |
First Advanced Services Bookings Overachievement Target (Threshold) | | | Annual Advanced Services bookings = $206,000,000 | | | Additional 2.5% of Incentive Target | |
Final Advanced Services Bookings Overachievement Target (Maximum) | | | Annual Advanced Services bookings = $216,000,000 | | | Additional 10% of Incentive Target | |
Strategic Acquisitions Target: | | | Number of strategic acquisitions entered into on or before December 31, 2021: | | | | |
First Strategic Acquisitions Target | | | One(1) | | | Additional 10% of Incentive Target | |
Second Strategic Acquisitions Target | | | Two(2) | | | Additional 20% of Incentive Target | |
Third Strategic Acquisitions Target | | | Three(3) | | | Additional 30% of Incentive Target | |
Long-term Cash Incentive. The third and final componentAdvance Services Bookings Overachievement Percentage is increased by an additional 7.5% of cash compensation for our executive officers isIncentive Target, up to a long-term performance-based cash award, which is intended to motivate and award our executive officers for achieving long-term corporate growth and financial performance goals that exceed industry benchmarks and maximize stockholder value in accordance with our long term strategic plan. These awards are paid only in the eventmaximum Advanced Services Bookings Overachievement Percentage of significant overachievement10% of annualized measurements over one and two year time horizons.
On February 4, 2014, the Committee approved long-term performance cash awards pursuant to the Company's 2009 Equityeach NEO’s Incentive Plan that vested and paid a cash bonus to each of the Company's Named Executive Officers (other than Mr. Kuipers) upon the Company's achievement of certain revenue goals for the fiscal year ending December 31, 2015.
For Messrs. Lipps, Seim, Drew and Johnston, the long-term cash incentive was weighted 2/3rds on the achievement of specified levels of revenue generated from all product lines excluding those brought into the Company through acquisition during 2014 and 2015 ("Organic Revenue Growth") and 1/3rd on the achievement of a specified level of revenue run rate generated from acquisitions of other companies or technologies through December 31, 2015 ("Inorganic Revenue Run Rate"). For Mr. Ngo, the long-term cash incentive was weighted 2/3rds on the achievement of the Inorganic Revenue Run Rate and 1/3rd on the achievement of the Organic Revenue Growth. Mr. Kuipers joined the Company in August 2015 and therefore did not receive a long-term performance cash award in February 2014.
The Inorganic Revenue Run Rate is calculated by summing the quotients derived by dividing the actual 2015 revenue generated from each acquisition completed during the 2014 and 2015 years by the number of days that the Company owned the acquired entity in 2015 and multiplying that sum by 365. The actual amount of cash incentive that may be paid may be from 0% to 100% of the maximum payout numbers reflected below, depending upon the Company's performance. Performance below thresholds would result in no payouts and performance above the maximum would result in no additional payout. To be eligible for a payment under the long-term cash incentive, our executive officers must also have been employed continuously through December 31, 2015.
2014-2015 Long-Term Performance Cash Awards(1)(2)
Name | (a) Low-end (25%) Organic Revenue Growth Award at $453M(3) | (b) Mid-Range (50%) Organic Revenue Growth Award at $465M(3) | (c) High-end (100%) Organic Revenue Growth Award at $478M(3) | (d) Low-end (25%) Inorganic Revenue Run Rate Award at $50M(4) | (e) Mid-Range (50%) Inorganic Revenue Run Rate Award at $60M(4) | (f) High-end (100%) Inorganic Revenue Run Rate Award at $70M(4) | (g) Total Maximum Possible Cash Award Amounts Payable if the Maximum Thresholds of Columns (c) and (f) are both Achieved | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Randall A. Lipps | $ | 166,667 | $ | 333,333 | $ | 666,667 | $ | 83,333 | $ | 166,667 | $ | 333,333 | $ | 1,000,000 | ||||||||
J. Christopher Drew | $ | 83,333 | $ | 166,667 | $ | 333,333 | $ | 41,667 | $ | 83,333 | $ | 166,667 | $ | 500,000 | ||||||||
Robin G. Seim | $ | 66,667 | $ | 133,333 | $ | 266,667 | $ | 33,333 | $ | 66,667 | $ | 133,333 | $ | 400,000 | ||||||||
Nhat H. Ngo | $ | 33,333 | $ | 66,667 | $ | 133,333 | $ | 66,667 | $ | 133,333 | $ | 266,667 | $ | 400,000 | ||||||||
Dan S. Johnston | $ | 50,000 | $ | 100,000 | $ | 200,000 | $ | 25,000 | $ | 50,000 | $ | 100,000 | $ | 300,000 |
20152021 Targets and Bonus Determinations.Determination
management, historical quarterly results, the Company'sCompany’s desired growth, financial forecasts and analyst expectations. The following table sets forth the quarterly Corporate Threshold Targets applicable to the NEOs for 2015:
Corporate Threshold Targets | | | Quarter 1 | | | Quarter 2 | | | Quarter 3 | | | Quarter 4 | | ||||||||||||
Quarterly Profit Target(1) | | | | $ | 36,169,000 | | | | | $ | 79,200,000 | | | | | $ | 131,600,000 | | | | | | — | | |
Annual Profit Threshold Target(1) | | | | | — | | | | | | — | | | | | | — | | | | | $ | 191,900,000 | | |
Bookings Threshold | | | | | — | | | | | | — | | | | | | — | | | | | $ | 1,129,000,000 | | |
Corporate Threshold Targets | YDT Quarter 1 | YTD Quarter 2 | YTD Quarter 3 | YTD Quarter 4 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quarterly Profit Target(1) | $ | 10,459,000 | $ | 25,174,000 | $ | 40,197,000 | — | ||||||
Annual Profit Threshold Target(1) | — | — | — | $ | 58,852,000 | ||||||||
Annual Acquisition Revenue Threshold Target | — | — | — | $ | 25,000,000 | ||||||||
Bookings Threshold | — | — | — | $ | 406,700,000 |
2021 by approximately $88,000,000, and therefore the NEOs would receive an additional bonus equal to 30% of their respective Incentive Targets, (ii) the Company exceeded the First Advanced Services Bookings Overachievement Target in the fourth quarter of 2021 by approximately $19,000,000, and therefore the NEOs would receive an additional bonus equal to 10% of their respective Incentive Targets and (iii) the Third Strategic Acquisitions Target had been met, and therefore the NEOs would receive an additional bonus equal to 30% of their respective Incentive Targets. As a result, the NEOs were entitled to receive overachievement bonus payments equal to a total of approximately 70% of their respective Incentive Targets.
In 2015,2021, the quarterly Individual Targets for our Named Executive Officers,NEOs, other than Mr. Lipps, included objectives in the following areas:
objectives; and
NEOs, including the Corporate Scorecard as described above.
| | | Percentage of Individual Targets Achieved | | | Cash Bonus for Achievement of Individual Targets(1) | | ||||||||||||||||||||||||||||||||||||||||||
Named Executive Officer | | | First Quarter (%) | | | Second Quarter (%) | | | Third Quarter (%) | | | Fourth Quarter(2) (%) | | | First Quarter ($) | | | Second Quarter ($) | | | Third Quarter ($) | | | Fourth Quarter(2) ($) | | ||||||||||||||||||||||||
Randall A. Lipps | | | | | 100 | | | | | | 97 | | | | | | 100 | | | | | | — | | | | | | 213,750 | | | | | | 243,200 | | | | | | 227,428 | | | | | | 268,255 | | |
Peter J. Kuipers | | | | | 100 | | | | | | 100 | | | | | | 100 | | | | | | — | | | | | | 92,942 | | | | | | 109,038 | | | | | | 95,798 | | | | | | 112,310 | | |
Scott P. Seidelmann | | | | | 100 | | | | | | 100 | | | | | | 100 | | | | | | — | | | | | | 89,827 | | | | | | 105,404 | | | | | | 92,613 | | | | | | 108,578 | | |
Dan S. Johnson | | | | | 100 | | | | | | 75 | | | | | | 100 | | | | | | — | | | | | | 75,288 | | | | | | 66,332 | | | | | | 79,269 | | | | | | 93,288 | | |
Christine Mellon | | | | | N/A | | | | | | 100 | | | | | | 100 | | | | | | — | | | | | | —(3) | | | | | | 82,385 | | | | | | 70,615 | | | | | | 64,731 | | |
| Percentage of Individual Targets Achieved | Cash Bonus for Achievement of Individual Targets(1) | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Named Executive Officer | First Quarter | Second Quarter | Third Quarter | Fourth Quarter(2) | First Quarter ($) | Second Quarter ($) | Third Quarter ($) | Fourth Quarter(2) ($) | |||||||||||||||||
Randall A. Lipps | 96 | % | 90 | % | 84 | % | — | 193,846 | 155,769 | 174,461 | — | ||||||||||||||
Peter J. Kuipers(3) | — | — | — | — | — | — | — | — | |||||||||||||||||
Robin G. Seim | 100 | % | 80 | % | 75 | % | — | 77,538 | 53,169 | 62,827 | — | ||||||||||||||
J. Christopher Drew | 90 | % | 100 | % | 70 | % | — | 71,965 | 68,538 | 58,881 | — | ||||||||||||||
Nhat H. Ngo | 100 | % | 100 | % | 100 | % | — | 67,846 | 58,154 | 69,508 | — | ||||||||||||||
Dan S. Johnston | 100 | % | 75 | % | 75 | % | — | 66,635 | 42,837 | 52,313 | — |
Named Executive Officer | | | Actual Bookings Overachievement Bonus ($) | | | Advanced Services Bookings Overachievement Bonus ($) | | | Strategic Acquisitions Overachievement Bonus ($) | | | Total Overachievement Bonus ($) | | ||||||||||||
Randall A. Lipps | | | | | 288,046 | | | | | | 96,015 | | | | | | 288,046 | | | | | | 672,107 | | |
Peter J. Kuipers | | | | | 123,027 | | | | | | 41,009 | | | | | | 123,027 | | | | | | 287,063 | | |
Scott P. Seidelmann | | | | | 118,927 | | | | | | 39,642 | | | | | | 118,927 | | | | | | 277,496 | | |
Dan S. Johnston | | | | | 100,887 | | | | | | 33,629 | | | | | | 100,887 | | | | | | 235,403 | | |
Christine Mellon | | | | | 75,912 | | | | | | 25,304 | | | | | | 75,912 | | | | | | 177,128 | | |
Named Executive Officer | | | 2021 Incentive Target(1) ($) | | | Total Cash Bonus Earned for Achievement of Individual Targets(2) ($) | | | % of Total 2021 Incentive Target Earned(2) (%) | | | Total Cash Bonus Earned(3) ($) | | ||||||||||||
Randall A. Lipps | | | | | 960,154 | | | | | | 952,633 | | | | | | 99 | | | | | | 1,624,740 | | |
Peter J. Kuipers | | | | | 410,088 | | | | | | 410,088 | | | | | | 100 | | | | | | 697,151 | | |
Scott P. Seidelmann | | | | | 396,422 | | | | | | 396,422 | | | | | | 100 | | | | | | 673,918 | | |
Dan S. Johnston | | | | | 336,288 | | | | | | 314,177 | | | | | | 93 | | | | | | 549,580 | | |
Christine Mellon | | | | | 235,385(4) | | | | | | 235,385(5) | | | | | | 100 | | | | | | 412,513 | | |
Named Executive Officer | 2015 Incentive Target(1) ($) | Total Cash Bonus Earned for Achievement of Individual Targets ($) | % of Total 2015 Incentive Target Earned | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Randall A. Lipps | 762,500 | 524,077 | 69 | % | ||||||
Peter J. Kuipers(2) | 46,250 | — | — | % | ||||||
Robin G. Seim | 301,500 | 193,535 | 64 | % | ||||||
J. Christopher Drew | 306,000 | 199,385 | 65 | % | ||||||
Nhat H. Ngo | 255,600 | 195,508 | 75 | % | ||||||
Dan S. Johnston | 254,250 | 161,784 | 64 | % |
2014-2015 Long-Term Performance Cash Incentive. On February 4, 2016,2021, prorated based on the Committee confirmed thatnumber of days she was employed with the Company had metduring first quarter 2021 divided by the High-end Inorganic Revenue Threshold Vesting Criteria at or above the $70 million level and that the Company had met the Low-end Organic Revenue Threshold Vesting Criterianumber of between $453 million and $465 million, but that the Mid-Range and High-end Organic Revenue Threshold Vesting Criteria were not met. This resulteddays in the actual cash award payments to the Named Executive Officers (other than Mr. Kuipers) set forthfirst quarter of 2021, which is not reflected in the table below.
2014-2015 Long-Term Performance Cash Award Payouts
Name | Low-end (25%) Organic Revenue Growth Award Payment | High-end (100%) Inorganic Revenue Run Rate Award Payment | Total Actual Cash Award Payment Amounts Earned in 2015 | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Randall A. Lipps | $ | 166,667 | $ | 333,333 | $ | 500,000 | ||||
J. Christopher Drew | $ | 83,333 | $ | 166,667 | $ | 250,000 | ||||
Robin G. Seim | $ | 66,667 | $ | 133,333 | $ | 200,000 | ||||
Nhat H. Ngo | $ | 33,333 | $ | 266,667 | $ | 300,000 | ||||
Dan S. Johnston | $ | 50,000 | $ | 100,000 | $ | 150,000 |
Overview. Long-term equity-based compensation is intended to incentivize and retain our executive officers through the tying of our long-term financial performance to the executive officer'sofficer’s financial success using a mix of both time-based vesting and performance-based vesting. We believe that the combination of both time-based vesting and performance-based vesting, andwith shared financial
success are long-term incentives that motivate our executive officers to grow revenues and earnings, enhance stockholder value and align the interests of our stockholders and executives over the long-term. Equity-based compensation is
Named Executive Officer | | | Number of RSUs(1) | | | Number of PSUs(2) | | ||||||
Randall A. Lipps | | | | | 20,715 | | | | | | 20,715 | | |
Peter J. Kuipers | | | | | 11,350 | | | | | | 9,520 | | |
Scott P. Seidelmann | | | | | 11,350 | | | | | | 9,520 | | |
Dan S. Johnston | | | | | 5,675 | | | | | | 4,760 | | |
Christine Mellon | | | | | 7,872 | | | | | | 6,595 | | |
Percentile Placement of Our Total Stockholder Return | | | Percentage of Target PSUs Awarded | | |||
Below the 35th percentile | | | | | 0% | | |
At least the 35th percentile, but below the 50th percentile | | | | | 50% | | |
At or above the 50th percentile, but below the 65th percentile | | | | | 100% | | |
At or above the 65th percentile, but below the 90th percentile | | | | | 150% | | |
At or above the 90th percentile | | | | | 200% | | |
| |||||
Board Members | | 3x annual cash retainer | | ||
| Chief Executive Officer | | 3x annual base salary | | |
| Other Section 16 Officers | | 1x annual base salary | |
2015 Equity Awards. In February 2015, the Committee approved
The Committee determines the actual number of stock options and restricted stock units granted to our executive officers based on the ratios above and the value of the award components as prescribed by ASC Topic 718. Recently, the value of our restricted stock units have been approximately three times the value of our option shares. Therefore, the number of restricted stock units granted for each option share equivalent is approximately one-third of the number of option shares that would be granted. Based on the framework described above, where the Committee recommends granting 15,000 option share equivalents to an executive, the executive would be granted approximately 3,750 option shares (or 15,000 times 25%), 1,250 restricted stock units subject to time-based vesting (or (15,000 times 25%) divided by three) and approximately 2,500 restricted stock units subject to performance-based and time-based vesting (or (15,000 times 50%) divided by three). This is reflected in the table below setting forth our 2015 equity award grants.
The Committee reviewed, assessed and took into consideration competitive equity compensation practices for comparable positions identified in the Radford Report. This input, and the Committee's desire to maintain equity compensation expense within the management's established objective, resulted in the Committee setting a benchmark percentile for our total equity awards from the 50th to above the 75th percentile as compared to the peer group in the Radford Report.
Performance-based restricted stock unit awards. Vesting for the performance-based restricted stock unit awards is based on the percentile placement of our total stockholder return among the companies listed in the NASDAQ Healthcare Index (the "Index") and time-based vesting. We calculate total stockholder return based on the one year annualized rates of return reflecting price change plus reinvestment of dividends. The stock price change is calculated based on the average closing prices of the applicable company's common stock for the trailing 20 trading days from the first trading day of March 2015 as compared to the average closing prices for the trailing 20 trading days leading to the first trading day of March 2016. The following table shows the percent of performance-based restricted stock units awards eligible for further time-based vesting based on our percentile placement:
| ||||
| ||||
|
On March 7, 2016, the Committee confirmed the percentile rank of the Company's total stockholder return based on the calculations described above and determined the number of performance-based restricted stock unit awards eligible for further time-based vesting. The Committee calculated that the Company's total stockholder return based on the calculations above was at the 66th percentile of the Index. Therefore, 100% of the shares subject to the performance-based restricted stock units grantedCompany in February 2015 are eligible for vesting. The eligible performance-based restricted stock unit awards will vest as follows: 25% of the shares vested immediately on March 7, 2016, with the remaining shares vesting on a semi-annual basis over a period of 36 months commencing on June 15, 2016. Vesting is contingent upon continued service.
The following table sets forth the equity awards granted by the Committee under the 2009 Equity Incentive Plan2021 and has until February 2026 to our Named Executive Officers in February 2015 and September 2015:
Named Executive Officer | Number of Shares Underlying Option Award(1) | Number of Time-Based Restricted Stock Units(2) | Number of Performance-Based Restricted Stock Units(3) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Randall A. Lipps | 42,500 | 14,167 | 28,333 | |||||||
Peter J. Kuipers(4) | 37,500 | 22,500 | — | |||||||
Robin G. Seim | 12,500 | 14,167 | 8,333 | |||||||
J. Christopher Drew | 12,500 | 4,167 | 8,333 | |||||||
Nhat H. Ngo | 6,250 | 2,083 | 4,167 | |||||||
Dan S. Johnston | 10,000 | 3,333 | 6,667 |
continued service. Mr. Seim received two time-based restricted stock unit awards during 2015: (i) a 4,167 share award in February and (ii) a 10,000 share award in September for recognition of his service in a variety of roles during a period of six months.
Other Benefits.
Severance and Change of Control Benefits. Our executive officers are entitled to certain severance and double-trigger change of control benefits pursuant to our 2006 Executive Change of Control Benefit Plan and 2007 Severance Benefit Plan. The terms of the 2006 Executive Change of Control Benefit Plan and the 2007 Severance Benefit Plan are described in more detail below in the sections entitled "Severance“Severance and Change of Control Arrangements"Arrangements” and "Potential“Potential Payments Upon Termination or Change of Control."”
Our compensation policies are also impacted by Section 162(m) of the Code, which denies us a business expense deduction to the extent that compensation paid to any of the executive officers exceeds $1 million, unless the compensation qualifies as "performance-based." The Committee considers the deductibility of compensation under Section 162(m) when setting the Named Executive
Officers' compensation. We believe that compensation paid in 2015 under our 2009 Equity Incentive Plan to our Named Executive Officers, other than our Chief Executive Officer, is fully deductible for federal income tax purposes. However, the Committee retains discretion to approve compensation that will not meet the requirements of Section 162(m) in order to ensure competitive levels of total compensation for executive officers. The Committee will continue to evaluate the advisability and practicality of qualifying its executive compensation for such tax deductibility.
Compensation Committee Report(1)
to the extent required by SEC disclosure rules, 2020 and 2019:
Named Executive Officer | | | Year | | | Salary ($) | | | Bonus | | | Stock Awards ($)(1) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||||||||
Randall A. Lipps Chairman, President and Chief Executive Officer | | | | | 2021 | | | | | | 768,123 | | | | | | — | | | | | | 6,001,550 | | | | | | — | | | | | | 1,624,740 | | | | | | 43,000(6) | | | | | | 8,437,413 | | |
| | | 2020 | | | | | | 721,000 | | | | | | — | | | | | | 3,527,148 | | | | | | 2,523,671 | | | | | | 1,216,689 | | | | | | 40,000 | | | | | | 8,028,508 | | | ||
| | | 2019 | | | | | | 710,500 | | | | | | — | | | | | | 2,826,785 | | | | | | 2,099,269 | | | | | | 1,532,419 | | | | | | 40,000 | | | | | | 7,208,973 | | | ||
Peter J. Kuipers Executive Vice President, Chief Financial Officer | | | | | 2021 | | | | | | 455,654 | | | | | | — | | | | | | 2,999,987 | | | | | | — | | | | | | 697,151 | | | | | | 23,334(7) | | | | | | 4,176,126 | | |
| | | 2020 | | | | | | 435,000 | | | | | | — | | | | | | 1,088,241 | | | | | | 719,356 | | | | | | 528,526 | | | | | | — | | | | | | 2,771,123 | | | ||
| | | 2019 | | | | | | 430,000 | | | | | | — | | | | | | 1,106,418 | | | | | | 718,777 | | | | | | 669,511 | | | | | | — | | | | | | 2,924,706 | | | ||
Scott P. Seidelmann Executive Vice President, Chief Commercial Officer | | | | | 2021 | | | | | | 440,469 | | | | | | 35,000(4) | | | | | | 2,999,987 | | | | | | — | | | | | | 673,918 | | | | | | 19,959(7) | | | | | | 4,169,333 | | |
| | | 2020 | | | | | | 420,000 | | | | | | — | | | | | | 1,088,241 | | | | | | 719,356 | | | | | | 510,300 | | | | | | 81,000 | | | | | | 2,818,897 | | | ||
| | | 2019 | | | | | | 410,000 | | | | | | — | | | | | | 983,423 | | | | | | 638,907 | | | | | | 638,370 | | | | | | — | | | | | | 2,670,700 | | | ||
Dan S. Johnston Executive Vice President, Chief Legal and Administrative Officer | | | | | 2021 | | | | | | 373,654 | | | | | | — | | | | | | 1,499,993 | | | | | | — | | | | | | 549,580 | | | | | | 23,334(7) | | | | | | 2,446,561 | | |
| | | 2020 | | | | | | 350,000 | | | | | | — | | | | | | 725,527 | | | | | | 479,524 | | | | | | 425,250 | | | | | | — | | | | | | 1,980,301 | | | ||
| | | 2019 | | | | | | 340,000 | | | | | | — | | | | | | 491,747 | | | | | | 319,453 | | | | | | 519,099 | | | | | | — | | | | | | 1,670,299 | | | ||
Christine Mellon(3) Executive Vice President, Chief People Officer | | | | | 2021 | | | | | | 281,154 | | | | | | 17,654(5) | | | | | | 1,999,901 | | | | | | — | | | | | | 412,513 | | | | | | 20,125(7) | | | | | | 2,731,347 | | |
Named Executive Officer | Year | Salary ($) | Bonus | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Randall A. Lipps | 2015 | 633,077 | — | 1,319,485 | 467,186 | 1,024,077 | (3) | 40,000 | (4) | 3,483,825 | |||||||||||||||
Chairman, President and | 2014 | 551,538 | — | 1,436,500 | 353,796 | 796,485 | 40,000 | (4) | 3,178,319 | ||||||||||||||||
Chief Executive Officer | 2013 | (6) | 477,115 | — | 1,037,400 | 278,528 | 1,002,930 | (5) | 40,000 | (4) | 2,835,973 | ||||||||||||||
Peter J. Kuipers(7) | 2015 | 128,077 | — | 737,550 | 365,790 | — | 22,500 | (8) | 1,253,917 | ||||||||||||||||
Executive Vice President, | 2014 | — | — | — | — | — | — | — | |||||||||||||||||
Chief Financial Officer | 2013 | — | — | — | — | — | — | — | |||||||||||||||||
Robin G. Seim | 2015 | 347,308 | — | 715,885 | 137,408 | 393,535 | (3) | — | 1,594,136 | ||||||||||||||||
President, | 2014 | 302,769 | — | 845,000 | 208,115 | 306,377 | — | 1,662,261 | |||||||||||||||||
Global Automation and | 2013 | (6) | 271,577 | — | 453,863 | 121,856 | 418,197 | (5) | — | 1,265,493 | |||||||||||||||
Medication Adherence | |||||||||||||||||||||||||
J. Christopher Drew | 2015 | 352,692 | — | 388,085 | 137,408 | 449,386 | (3) | — | 1,327,571 | ||||||||||||||||
President, | 2014 | 322,462 | — | 845,000 | 208,115 | 295,640 | — | 1,671,217 | |||||||||||||||||
North American Automation and | 2013 | (6) | 298,320 | — | 652,698 | 174,080 | 408,147 | (5) | — | 1,533,245 | |||||||||||||||
Analytics | |||||||||||||||||||||||||
Dan S. Johnston | 2015 | 293,077 | — | 310,465 | 109,926 | 311,784 | (3) | — | 1,025,252 | ||||||||||||||||
Executive Vice President and | 2014 | 270,154 | — | 338,000 | 83,246 | 277,629 | — | 969,029 | |||||||||||||||||
Chief Legal & Administrative Officer | 2013 | (6) | 251,064 | — | 324,188 | 87,040 | 352,969 | (5) | — | 1,015,261 | |||||||||||||||
Nhat H. Ngo | 2015 | 294,769 | — | 194,040 | 68,704 | 495,508 | (3) | — | 1,053,021 | ||||||||||||||||
Executive Vice President, Strategy and | 2014 | 273,539 | — | 422,500 | 104,058 | 234,399 | 60,300 | (9) | 1,094,796 | ||||||||||||||||
Business Development | 2013 | (6) | 251,974 | — | 324,188 | 87,040 | 405,626 | (5) | — | 1,068,828 |
of December 2013 into early January 2014. This withholding and payment shift resulted in a modest decrease in the salary amounts paid to our executives during 2013 as compared to 2012 even though our executives' base salaries increased effective July 1, 2013.
GRANTS OF PLAN-BASED AWARDS
Named Executive Officer | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target(1)(2) ($) | All Other Stock Awards: Number of Units of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards(3) ($) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Randall A. Lipps | — | 775,000 | — | — | — | — | ||||||||||||
02/06/2015 | — | 14,167 | (4) | — | — | 481,961 | ||||||||||||
02/06/2015 | — | 28,333 | (5) | — | — | 837,523 | ||||||||||||
02/06/2015 | — | — | 42,500 | (6) | 34.02 | 467,186 | ||||||||||||
Peter J. Kuipers | 09/01/2015 | — | 22,500 | (4) | — | — | 737,550 | |||||||||||
09/01/2015 | — | — | 37,500 | (6) | 32.78 | 365,790 | ||||||||||||
Robin G. Seim | — | 315,000 | — | — | — | — | ||||||||||||
02/06/2015 | — | 4,167 | (4) | — | — | 141,761 | ||||||||||||
02/06/2015 | — | 8,333 | (5) | — | — | 246,323 | ||||||||||||
02/06/2015 | — | — | 12,500 | (6) | 34.02 | 137,408 | ||||||||||||
09/01/2015 | — | 10,000 | (4) | — | — | 327,800 | ||||||||||||
J. Christopher Drew | — | 315,000 | — | — | — | — | ||||||||||||
02/06/2015 | — | 4,167 | (4) | — | — | 141,761 | ||||||||||||
02/06/2015 | — | 8,333 | (5) | — | — | 246,323 | ||||||||||||
02/06/2015 | — | — | 12,500 | (6) | 34.02 | 137,408 | ||||||||||||
Dan S. Johnston | — | 261,000 | — | — | — | — | ||||||||||||
02/06/2015 | — | 3,333 | (4) | — | — | 113,389 | ||||||||||||
02/06/2015 | — | 6,667 | (5) | — | — | 197,077 | ||||||||||||
02/06/2015 | — | — | 10,000 | (6) | 34.02 | 109,926 | ||||||||||||
Nhat H. Ngo | — | 259,200 | — | — | — | — | ||||||||||||
02/06/2015 | — | 2,083 | (4) | — | — | 70,864 | ||||||||||||
02/06/2015 | — | 4,167 | (5) | — | — | 123,177 | ||||||||||||
02/06/2015 | — | — | 6,250 | (6) | 34.02 | 68,704 |
Named Executive Officer | | | Grant Date | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target(1)(2) ($) | | | Estimate future payouts under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Units of Stock (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($) | | | Grant Date Fair Value of Stock and Option Awards(4) ($) | | |||||||||||||||||||||||||||||||||
| Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||||
Randall A. Lipps | | | | | — | | | | | | 996,375 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 02/09/2021 | | | | | | — | | | | | | 10,358(5) | | | | | | 20,715(5) | | | | | | 41,430(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,263,856 | | |
| | | | | 02/09/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,715(6) | | | | | | — | | | | | | — | | | | | | 2,737,694 | | |
Peter J. Kuipers | | | | | — | | | | | | 417,150 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 02/09/2021 | | | | | | — | | | | | | 4,760(5) | | | | | | 9,520(5) | | | | | | 19,040(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,499,971 | | |
| | | | | 02/09/2021 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | 11,350(6) | | | | | | — | | | | | | — | | | | | | 1,500,016 | | |
Scott P. Seidelmann | | | | | — | | | | | | 403,290 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 02/09/2021 | | | | | | — | | | | | | 4,760(5) | | | | | | 9,520(5) | | | | | | 19,040(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,499,971 | | |
| | | | | 02/09/2021 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | 11,350(6) | | | | | | — | | | | | | — | | | | | | 1,500,016 | | |
Dan S. Johnston | | | | | — | | | | | | 346,500 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 02/09/2021 | | | | | | — | | | | | | 2,380(5) | | | | | | 4,760(5) | | | | | | 9,520(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | 749,985 | | |
| | | | | 02/09/2021 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | 5,675(6) | | | | | | — | | | | | | — | | | | | | 750,008 | | |
Christine Mellon | | | | | — | | | | | | 229,500 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 03/02/2021 | | | | | | — | | | | | | 3,298(5) | | | | | | 6,595(5) | | | | | | 13,190(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,000,000 | | |
| | | | | 03/02/2021 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | 7,872(6) | | | | | | — | | | | | | — | | | | | | 999,901 | | |
December 31, 2015.2021. The 2021 Incentive Target for Ms. Mellon is based on her base salary upon joining the Company prorated for the number of quarters for which she was eligible to earn a cash bonus. For more information regarding the 2010 Bonus Plan and the performance-based cash bonus awards granted thereunder, please see "—Elements“Elements of Executive Compensation—Compensation and 2021 Determinations — Cash Compensation Performance-Based BonusBonus.”
Dan S. Johnston, Executive Vice President, Chief Legal &and Administrative Officer. Mr. Johnston entered into an employment agreement with Omnicell dated November 6, 2003, and amended December 2010. The primary elements covered in Mr. Johnston'sJohnston’s employment agreement include:included: an initial monthlybase salary, of $16,666.67, an annual equivalent of $200,000; a $10,000 sign-on bonus; a stock option grant to purchase up to 100,000 shares of Omnicell common stock, 1/4th of the shares subject to the award vesting on the one year anniversary of the vesting commencement date and 1/48th of the shares vesting monthly thereafter over the next three years; a quarterly stock option grant of 10,000 shares of Omnicell common stock, vesting immediately upon achievement of certain milestones or 100% six (6) years after the vesting commencement date;equity awards, and inclusion in the executive change of control plan. Mr. Johnston'sJohnston’s employment agreement also provides for certain severance benefits as described under the section titled "Severance“Severance and Change of Control Arrangements."”
Quarterly Cash Bonus Awards. The 2010 Bonus Plan providedprovides for quarterly cash bonus awards to reward executive officers for performance in the prior fiscal quarter. For more information regarding Omnicell'sOmnicell’s 2010 Bonus Plan, please see the sections of the Compensation Discussion and Analysis titled "Elements“Elements of Compensation and 2015 Determinations—2021 Determinations — Cash Compensation—Compensation — Performance-Based Bonus"Bonus” and "Elements“Elements of Compensation and 2015 Determinations—Cash Compensation—20152021 Determinations — 2021 Targets and Bonus DeterminationsDeterminations.”
Long-Term Performance Cash Incentive. In February 2014, the Committee approved long-term performance cash awards pursuant to the Company's 2009 Equity Incentive Plan that vested and paid a cash bonus to our Named Executive Officers (other than Mr. Kuipers) upon the Company's achievement of certain revenue goals for the fiscal year ending December 31, 2015. For more information regarding these awards, please see the sections of the Compensation Discussion and Analysis titled "Elements of Compensation and 2015 Determinations—Cash Compensation—Long-Term Performance Cash Incentive."
Equity Compensation Awards. Consistent with its practices for awarding stock options and restricted stock unitsequity awards described in the Compensation Discussion and Analysis above, the Committee approved equity compensation awards in the form of stock optionsPSUs and restricted stock unitsRSUs to each of the Named Executive OfficersNEOs in February 2015 (other than Mr. Kuipers, who received equity compensation awards in September 2015 after he joined the Company, and Mr. Seim, who received an additional time-based restricted stock unit award in September 20152021 (March 2021 for recognition of his service in a variety of roles during a period of six months), and February 2016.Ms. Mellon). For more information regarding our equity compensation awards, please see the section of the Compensation Discussion and Analysis titled "Elements“Elements of Compensation and 2015 Determinations—2021 Determinations — Equity Compensation."” In addition, the Named Executive Officers'NEOs’ equity compensation awards may, under certain circumstances, be subject to accelerated vesting in the event of a change of control. For more information regarding the accelerated vesting provisions and treatment of the equity compensation awards in the event of a change of control, see the sections titled "Severance“Severance and Change of Control Arrangements"Arrangements” and "Potential“Potential Payments Upon Termination or Change of Control"Control” below.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Named Executive Officer | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Grant Date | | | Number of Units of Stock That Have Not Vested (#) | | | Market Value of Units of Stock That Have Not Vested ($)(5) | | | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(5) | | ||||||||||||||||||||||||||||||
Randall A. Lipps | | | | | 02/05/2013 | | | | | | 2,500 | | | | | | 0 | | | | | | 17.29 | | | | | | 02/04/2023 | | | | | | 02/13/2019 | | | | | | 9,812(3) | | | | | | 1,770,477(3) | | | | | | | | | | | | | | |
| | | | | 02/04/2016 | | | | | | 28,250 | | | | | | 0 | | | | | | 27.70 | | | | | | 02/03/2026 | | | | | | 02/13/2020 | | | | | | 21,400(3) | | | | | | 3,861,416(3) | | | | | | | | | | | | | | |
| | | | | 02/08/2017 | | | | | | 134,160 | | | | | | 0 | | | | | | 36.70 | | | | | | 02/07/2027 | | | | | | 02/09/2021 | | | | | | 15,537(2) | | | | | | 2,803,496(3) | | | | | | | | | | | | | | |
| | | | | 02/06/2018 | | | | | | 146,991(1) | | | | | | 6,737(1) | | | | | | 44.25 | | | | | | 02/05/2028 | | | | | | 02/09/2021 | | | | | | | | | | | | | | | | | | 41,430(3)(4) | | | | | | 7,475,629(3) | | |
| | | | | 02/13/2019 | | | | | | 59,390(1) | | | | | | 24,455(1) | | | | | | 78.91 | | | | | | 02/12/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 02/13/2020 | | | | | | 41,192(1) | | | | | | 48,682(1) | | | | | | 90.19 | | | | | | 02/12/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Peter J. Kuipers | | | | | 02/06/2018 | | | | | | 13,160(1) | | | | | | 1,880(1) | | | | | | 44.25 | | | | | | 02/05/2028 | | | | | | 02/13/2019 | | | | | | 1,711(2) | | | | | | 308,733(2) | | | | | | | | | | | | | | |
| | | | | 02/13/2019 | | | | | | 20,334(1) | | | | | | 8,374(1) | | | | | | 78.91 | | | | | | 02/12/2029 | | | | | | 02/13/2020 | | | | | | 2,994(2) | | | | | | 540,237(2) | | | | | | | | | | | | | | |
| | | | | 02/13/2020 | | | | | | 11,741(1) | | | | | | 13,877(1) | | | | | | 90.19 | | | | | | 02/12/2030 | | | | | | 02/09/2021 | | | | | | 8,513(2) | | | | | | 1,536,086(2) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/13/2019 | | | | | | 1,967(3) | | | | | | 354,925(3) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/13/2020 | | | | | | 3,326(3) | | | | | | 600,143(3) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/09/2021 | | | | | | | | | | | | | | | | | | 19,040(3)(4) | | | | | | 3,435,578(3) | | |
| Option Awards | Stock Awards | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Named Executive Officer | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock That Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested ($)(5) | |||||||||||||
Randall A. Lipps | 40,000 | (1) | 0 | (1) | 12.48 | 02/02/2020 | 5,000 | (3) | 155,400 | ||||||||||
18,200 | (1) | 0 | (1) | 14.10 | 02/01/2021 | 10,000 | (4) | 310,800 | |||||||||||
40,729 | (1) | 1,771 | (1) | 16.70 | 02/06/2022 | 10,625 | (3) | 330,225 | |||||||||||
28,333 | (1) | 11,667 | (1) | 17.29 | 02/04/2023 | 21,250 | (4) | 660,450 | |||||||||||
19,479 | (1) | 23,021 | (1) | 25.08 | 02/03/2024 | 10,626 | (3) | 330,256 | |||||||||||
0 | (1) | 42,500 | (1) | 34.02 | 02/05/2025 | 28,333 | (4) | 880,590 | |||||||||||
Peter J. Kuipers | 0 | (1) | 37,500 | (1) | 32.78 | 08/31/2025 | 19,688 | (3) | 611,903 | ||||||||||
Robin G. Seim | 17,968 | (1) | 782 | (1) | 16.70 | 02/06/2022 | 2,188 | (3) | 68,003 | ||||||||||
12,395 | (1) | 5,105 | (1) | 17.29 | 02/04/2023 | 4,375 | (4) | 135,975 | |||||||||||
11,458 | (1) | 13,542 | (1) | 25.08 | 02/03/2024 | 6,250 | (3) | 194,250 | |||||||||||
0 | (1) | 12,500 | (1) | 34.02 | 02/05/2025 | 12,500 | (4) | 388,500 | |||||||||||
3,126 | (3) | 97,156 | |||||||||||||||||
8,333 | (4) | 258,990 | |||||||||||||||||
8,750 | (3) | 271,950 | |||||||||||||||||
J. Christopher Drew | 50,000 | (2) | 0 | (2) | 20.95 | 02/06/2017 | 3,125 | (3) | 97,125 | ||||||||||
22,500 | (2) | 0 | (2) | 17.95 | 02/05/2018 | 6,250 | (4) | 194,250 | |||||||||||
22,250 | (2) | 0 | (2) | 7.94 | 02/03/2019 | 6,250 | (3) | 194,250 | |||||||||||
15,000 | (1) | 0 | (1) | 12.48 | 02/02/2020 | 12,500 | (4) | 388,500 | |||||||||||
13,600 | (1) | 0 | (1) | 14.10 | 02/01/2021 | 3,126 | (3) | 97,156 | |||||||||||
19,166 | (1) | 834 | (1) | 16.70 | 02/06/2022 | 8,333 | (4) | 258,990 | |||||||||||
17,708 | (1) | 7,292 | (1) | 17.29 | 02/04/2023 | ||||||||||||||
11,458 | (1) | 13,542 | (1) | 25.08 | 02/03/2024 | ||||||||||||||
0 | (1) | 12,500 | (1) | 34.02 | 02/05/2025 | ||||||||||||||
Dan S. Johnston | 11,400 | (1) | 0 | (1) | 14.10 | 02/01/2021 | 1,563 | (3) | 48,578 | ||||||||||
11,979 | (1) | 521 | (1) | 16.70 | 02/06/2022 | 3,125 | (4) | 97,125 | |||||||||||
8,854 | (1) | 3,646 | (1) | 17.29 | 02/04/2023 | 2,500 | (3) | 77,700 | |||||||||||
4,583 | (1) | 5,417 | (1) | 25.08 | 02/03/2024 | 5,000 | (4) | 155,400 | |||||||||||
0 | (1) | 10,000 | (1) | 34.02 | 02/05/2025 | 2,500 | (3) | 77,700 | |||||||||||
6,667 | (4) | 207,210 | |||||||||||||||||
Nhat H. Ngo | 11,979 | (1) | 521 | (1) | 16.70 | 02/06/2022 | 1,563 | (3) | 48,578 | ||||||||||
8,854 | (1) | 3,646 | (1) | 17.29 | 02/04/2023 | 3,125 | (4) | 97,125 | |||||||||||
5,729 | (1) | 6,771 | (1) | 25.08 | 02/03/2024 | 3,125 | (3) | 97,125 | |||||||||||
0 | (1) | 6,250 | (1) | 34.02 | 02/05/2025 | 6,250 | (4) | 194,250 | |||||||||||
1,563 | (3) | 48,578 | |||||||||||||||||
4,167 | (4) | 129,510 |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Named Executive Officer | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Grant Date | | | Number of Units of Stock That Have Not Vested (#) | | | Market Value of Units of Stock That Have Not Vested ($)(5) | | | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(5) | | ||||||||||||||||||||||||||||||
Scott P. Seidelmann | | | | | 04/20/2018 | | | | | | 7,083(1) | | | | | | 5,667(1) | | | | | | 43.30 | | | | | | 04/19/2028 | | | | | | 02/13/2019 | | | | | | 1,521(2) | | | | | | 274,449(2) | | | | | | | | | | | | | | |
| | | | | 02/13/2019 | | | | | | 18,075(1) | | | | | | 7,443(1) | | | | | | 78.91 | | | | | | 02/12/2029 | | | | | | 02/13/2020 | | | | | | 2,994(2) | | | | | | 540,237(2) | | | | | | | | | | | | | | |
| | | | | 02/13/2020 | | | | | | 11,741(1) | | | | | | 13,877(1) | | | | | | 90.19 | | | | | | 02/12/2030 | | | | | | 02/09/2021 | | | | | | 8,513(2) | | | | | | 1,536,086(2) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/13/2019 | | | | | | 1,748(3) | | | | | | 315,409(3) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/13/2020 | | | | | | 3,326(3) | | | | | | 600,143(3) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/09/2021 | | | | | | | | | | | | | | | | | | 19,040(3)(4) | | | | | | 3,435,578(3) | | |
Dan S. Johnston | | | | | 02/06/2018 | | | | | | 4,512(1) | | | | | | 1,128(1) | | | | | | 44.25 | | | | | | 02/05/2028 | | | | | | 02/13/2019 | | | | | | 761(2) | | | | | | 137,315(2) | | | | | | | | | | | | | | |
| | | | | 02/13/2019 | | | | | | 9,037(1) | | | | | | 3,722(1) | | | | | | 78.91 | | | | | | 02/12/2029 | | | | | | 02/13/2020 | | | | | | 1,996(2) | | | | | | 360,158(2) | | | | | | | | | | | | | | |
| | | | | 02/13/2020 | | | | | | 7,827(1) | | | | | | 9,250(1) | | | | | | 90.19 | | | | | | 02/12/2030 | | | | | | 02/09/2021 | | | | | | 4,257(2) | | | | | | 768,133(2) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/13/2019 | | | | | | 874(3) | | | | | | 157,705(3) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/13/2020 | | | | | | 2,217(3) | | | | | | 400,035(3) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/09/2021 | | | | | | | | | | | | | | | | | | 9,520(3)(4) | | | | | | 1,717,789(3) | | |
Christine Mellon | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 03/02/2021 | | | | | | 5,904(2) | | | | | | 1,065,318(2) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 03/02/2021 | | | | | | | | | | | | | | | | | | 13,190(3)(4) | | | | | | 2,380,004(3) | | |
2021:
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Named Executive Officer | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise(1) ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting(2) ($) | | ||||||||||||
Randall A. Lipps | | | | | | | | | | | | | | | | | 10,700 | | | | | | 1,359,114 | | |
| | | | | | | | | | | | | | | | | 5,350 | | | | | | 775,536 | | |
| | | | | | | | | | | | | | | | | 4,906 | | | | | | 711,174 | | |
| | | | | | | | | | | | | | | | | 6,886 | | | | | | 998,195 | | |
| | | | | | | | | | | | | | | | | 5,350 | | | | | | 939,781 | | |
| | | | | | | | | | | | | | | | | 4,907 | | | | | | 861,964 | | |
| | | | | | | | | | | | | | | | | 6,886 | | | | | | 1,209,595 | | |
| | | | | | | | | | | | | | | | | 2,589 | | | | | | 375,301 | | |
| | | | | | | | | | | | | | | | | 2,589 | | | | | | 454,784 | | |
Peter J. Kuipers | | | | | 5,640 | | | | | | 773,308 | | | | | | | | | | | | | | |
| | | | | 5,640 | | | | | | 637,599 | | | | | | | | | | | | | | |
| | | | | 4,700 | | | | | | 478,764 | | | | | | | | | | | | | | |
| | | | | 9,837 | | | | | | 1,076,311 | | | | | | | | | | | | | | |
| | | | | 1,050 | | | | | | 114,885 | | | | | | 1,664 | | | | | | 211,361 | | |
| | | | | | | | | | | | | | | | | 983 | | | | | | 142,496 | | |
| | | | | | | | | | | | | | | | | 832 | | | | | | 120,607 | | |
| | | | | | | | | | | | | | | | | 1,441 | | | | | | 208,887 | | |
| | | | | | | | | | | | | | | | | 983 | | | | | | 172,674 | | |
| | | | | | | | | | | | | | | | | 831 | | | | | | 145,973 | | |
| | | | | | | | | | | | | | | | | 1,442 | | | | | | 253,302 | | |
| | | | | | | | | | | | | | | | | 855 | | | | | | 123,941 | | |
| | | | | | | | | | | | | | | | | 856 | | | | | | 150,365 | | |
| | | | | | | | | | | | | | | | | 749 | | | | | | 108,575 | | |
| | | | | | | | | | | | | | | | | 748 | | | | | | 131,394 | | |
| | | | | | | | | | | | | | | | | 1,271 | | | | | | 184,244 | | |
| | | | | | | | | | | | | | | | | 1,272 | | | | | | 223,440 | | |
| | | | | | | | | | | | | | | | | 1,418 | | | | | | 205,553 | | |
| | | | | | | | | | | | | | | | | 1,419 | | | | | | 249,262 | | |
Scott P. Seidelmann | | | | | 38,250 | | | | | | 4,197,733 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,664 | | | | | | 211,361 | | |
| | | | | | | | | | | | | | | | | 832 | | | | | | 120,607 | | |
| | | | | | | | | | | | | | | | | 874 | | | | | | 126,695 | | |
| | | | | | | | | | | | | | | | | 831 | | | | | | 145,973 | | |
| | | | | | | | | | | | | | | | | 874 | | | | | | 153,527 | | |
| | | | | | | | | | | | | | | | | 760 | | | | | | 110,170 | | |
| | | | | | | | | | | | | | | | | 1,419 | | | | | | 249,262 | | |
| | | | | | | | | | | | | | | | | 1,418 | | | | | | 205,553 | | |
| | | | | | | | | | | | | | | | | 748 | | | | | | 131,394 | | |
| | | | | | | | | | | | | | | | | 749 | | | | | | 108,575 | | |
| Option Awards | Stock Awards | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | |||||||||
Randall A. Lipps | 1,771 | 51,394 | |||||||||||
2,656 | 77,077 | ||||||||||||
2,500 | 72,550 | ||||||||||||
5,000 | 145,100 | ||||||||||||
2,657 | 77,106 | ||||||||||||
5,313 | 154,183 | ||||||||||||
2,657 | 77,106 | ||||||||||||
2,500 | 95,700 | ||||||||||||
2,656 | 101,672 | ||||||||||||
5,000 | 191,400 | ||||||||||||
5,312 | 203,343 | ||||||||||||
2,656 | 101,672 | ||||||||||||
2,656 | 101,672 | ||||||||||||
1,770 | 67,756 | ||||||||||||
10,625 | 372,938 | ||||||||||||
Peter J. Kuipers | 2,812 | 81,604 | |||||||||||
Robin G. Seim | 10,208 | 209,816 | |||||||||||
1 | 30 | ||||||||||||
6,254 | 132,235 | ||||||||||||
3,119 | 74,058 | ||||||||||||
9,375 | 98,935 | ||||||||||||
1,094 | 31,748 | ||||||||||||
1,172 | 34,011 | ||||||||||||
1,563 | 45,358 | ||||||||||||
1,173 | 34,040 | ||||||||||||
521 | 15,119 | ||||||||||||
3,125 | 90,688 | ||||||||||||
2,188 | 63,496 | ||||||||||||
1,250 | 36,275 | ||||||||||||
1,172 | 44,864 | ||||||||||||
1,172 | 44,864 | ||||||||||||
520 | 19,906 | ||||||||||||
3,125 | 119,625 | ||||||||||||
1,562 | 59,793 | ||||||||||||
1,093 | 41,840 | ||||||||||||
2,187 | 83,718 | ||||||||||||
6,250 | 219,375 |
| Option Awards | Stock Awards | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | |||||||||
J. Christopher Drew | 25,000 | 632,703 | |||||||||||
25,000 | 600,950 | ||||||||||||
25,000 | 593,189 | ||||||||||||
25,000 | 405,247 | ||||||||||||
1,563 | 45,358 | ||||||||||||
3,125 | 90,688 | ||||||||||||
1,250 | 36,275 | ||||||||||||
521 | 15,119 | ||||||||||||
1,563 | 45,358 | ||||||||||||
3,125 | 90,688 | ||||||||||||
1,250 | 36,275 | ||||||||||||
3,125 | 119,625 | ||||||||||||
3,125 | 119,625 | ||||||||||||
520 | 19,906 | ||||||||||||
1,562 | 59,793 | ||||||||||||
1,250 | 47,850 | ||||||||||||
1,250 | 47,850 | ||||||||||||
1,562 | 59,793 | ||||||||||||
6,250 | 219,375 | ||||||||||||
Dan S. Johnston | 2,500 | 37,774 | |||||||||||
2,500 | 17,625 | ||||||||||||
2,500 | 30,814 | ||||||||||||
2,500 | 33,243 | ||||||||||||
2,700 | 75,862 | ||||||||||||
2,775 | 70,346 | ||||||||||||
2,700 | 71,038 | ||||||||||||
2,700 | 52,246 | ||||||||||||
417 | 12,101 | ||||||||||||
782 | 22,694 | ||||||||||||
781 | 22,665 | ||||||||||||
1,563 | 45,358 | ||||||||||||
625 | 18,138 | ||||||||||||
781 | 22,665 | ||||||||||||
1,250 | 36,275 | ||||||||||||
781 | 29,897 | ||||||||||||
416 | 15,924 | ||||||||||||
1,250 | 47,850 | ||||||||||||
625 | 23,925 | ||||||||||||
781 | 29,897 | ||||||||||||
1,562 | 59,793 | ||||||||||||
781 | 29,897 | ||||||||||||
2,500 | 87,750 |
| Option Awards | Stock Awards | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | |||||||||
Nhat H. Ngo | 261 | 5,016 | |||||||||||
260 | 5,327 | ||||||||||||
1,563 | 30,505 | ||||||||||||
261 | 5,170 | ||||||||||||
260 | 5,481 | ||||||||||||
1,563 | 31,428 | ||||||||||||
238 | 5,404 | ||||||||||||
260 | 7,545 | ||||||||||||
781 | 22,665 | ||||||||||||
781 | 22,665 | ||||||||||||
1,563 | 45,358 | ||||||||||||
782 | 22,694 | ||||||||||||
1,563 | 45,358 | ||||||||||||
782 | 22,694 | ||||||||||||
781 | 29,897 | ||||||||||||
781 | 29,897 | ||||||||||||
1,562 | 59,793 | ||||||||||||
781 | 29,897 | ||||||||||||
781 | 29,897 | ||||||||||||
1,562 | 59,793 | ||||||||||||
260 | 9,953 | ||||||||||||
3,125 | 109,688 |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Named Executive Officer | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise(1) ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting(2) ($) | | ||||||||||||
| | | | | | | | | | | | | | | | | 2,125 | | | | | | 373,278 | | |
| | | | | | | | | | | | | | | | | 2,125 | | | | | | 308,040 | | |
| | | | | | | | | | | | | | | | | 760 | | | | | | 133,502 | | |
Dan S. Johnson | | | | | 545 | | | | | | 67,389 | | | | | | | | | | | | | | |
| | | | | 1,361 | | | | | | 168,287 | | | | | | | | | | | | | | |
| | | | | 1,680 | | | | | | 192,611 | | | | | | | | | | | | | | |
| | | | | 10,187 | | | | | | 1,167,934 | | | | | | | | | | | | | | |
| | | | | 10,716 | | | | | | 1,147,678 | | | | | | | | | | | | | | |
| | | | | 5,094 | | | | | | 628,090 | | | | | | | | | | | | | | |
| | | | | 5,358 | | | | | | 673,769 | | | | | | | | | | | | | | |
| | | | | 5,358 | | | | | | 727,349 | | | | | | | | | | | | | | |
| | | | | 5,093 | | | | | | 678,897 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,109 | | | | | | 140,865 | | |
| | | | | | | | | | | | | | | | | 437 | | | | | | 63,348 | | |
| | | | | | | | | | | | | | | | | 555 | | | | | | 80,453 | | |
| | | | | | | | | | | | | | | | | 865 | | | | | | 125,390 | | |
| | | | | | | | | | | | | | | | | 437 | | | | | | 76,763 | | |
| | | | | | | | | | | | | | | | | 554 | | | | | | 97,316 | | |
| | | | | | | | | | | | | | | | | 864 | | | | | | 151,770 | | |
| | | | | | | | | | | | | | | | | 709 | | | | | | 102,777 | | |
| | | | | | | | | | | | | | | | | 380 | | | | | | 66,751 | | |
| | | | | | | | | | | | | | | | | 499 | | | | | | 72,335 | | |
| | | | | | | | | | | | | | | | | 763 | | | | | | 134,029 | | |
| | | | | | | | | | | | | | | | | 763 | | | | | | 110,604 | | |
| | | | | | | | | | | | | | | | | 709 | | | | | | 124,543 | | |
| | | | | | | | | | | | | | | | | 380 | | | | | | 55,085 | | |
| | | | | | | | | | | | | | | | | 499 | | | | | | 87,654 | | |
Christine Mellon | | | | | | | | | | | | | | | | | 984 | | | | | | 142,641 | | |
| | | | | | | | | | | | | | | | | 984 | | | | | | 172,849 | | |
2007 Severance Benefit Plan
Dan S. Johnston. Pursuant to his employment agreement with us dated October 13, 2003, and amended December 2010, (the "Johnston Agreement"), upon an Acquisition of the Company (as defined in the Johnston Agreement) and either (i) a termination without Cause (as defined in the Johnston Agreement), (ii) the material reduction in responsibilities without Cause and Mr. Johnston has a separation of service from the Company or (iii) the change in principal location of his responsibilities outside of Santa Clara, San Francisco or San Mateo counties and Mr. Johnston has a separation of service from the Company, Mr. Johnston will receive 12 months' salary at his base rate of pay in effect immediately prior to the occurrence described above. The foregoing terms set forth in the change of control portion of his employment agreement have been superseded by the terms offered to each executive officer pursuant to the 2006 Change of Control Plan described above. In the event Mr. Johnston'sJohnston’s employment is terminated by Omnicell without Cause, Mr. Johnston will be entitled to receive a one-time payment equal to 12 months'months’ salary calculated at his base rate of pay in effect immediately prior to termination.
| No Change in Control Involuntary Termination without Cause or qualified as "Eligible Employee" | Change in Control Involuntary Termination without Cause or constructive termination | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Named Executive Officer | Base Salary ($) | Equity Award Vesting Acceleration ($) | COBRA Premiums ($) | Total ($) | Base Salary(1) ($) | Equity Award Vesting Acceleration(2) ($) | COBRA Premiums ($) | Total ($) | |||||||||||||||||
Randall A. Lipps | 1,033,333 | (3) | — | 40,888 | (3) | 1,074,221 | 620,000 | 2,867,252 | — | 3,487,252 | |||||||||||||||
Peter J. Kuipers | 370,000 | 20,711 | 390,711 | 370,000 | 611,903 | — | 981,903 | ||||||||||||||||||
Robin G. Seim | 408,333 | (3)(4) | — | 20,138 | (3) | 428,471 | 350,000 | 1,540,969 | — | 1,890,969 | |||||||||||||||
J. Christopher Drew | 583,333 | (3) | — | 36,833 | (3) | 620,166 | 350,000 | 1,387,322 | — | 1,737,322 | |||||||||||||||
Dan S. Johnston | 386,667 | (3)(4) | — | 32,711 | (3) | 419,378 | 290,000 | 724,586 | — | 1,014,586 | |||||||||||||||
Nhat H. Ngo | 336,000 | (3) | 28,622 | 364,622 | 288,000 | 695,188 | — | 983,188 |
Named Executive Officer | | | No Change in Control Involuntary Termination without Cause or qualified as “Eligible Employee” | | | Change in Control Involuntary Termination without Cause or constructive termination | | ||||||||||||||||||||||||||||||||||||||||||
| Base Salary ($) | | | Equity Award Vesting Acceleration ($) | | | COBRA Premiums ($) | | | Total ($) | | | Base Salary(1) ($) | | | Equity Award Vesting Acceleration(2) ($) | | | COBRA Premiums ($) | | | Total ($) | | ||||||||||||||||||||||||||
Randall A. Lipps | | | | | 1,461,350(3) | | | | | | — | | | | | | 69,477 | | | | | | 1,530,827 | | | | | | 797,100 | | | | | | 16,229,368 | | | | | | — | | | | | | 17,026,468 | | |
Peter J. Kuipers | | | | | 540,750(3) | | | | | | — | | | | | | 44,212 | | | | | | 584,962 | | | | | | 463,500 | | | | | | 5,698,774 | | | | | | — | | | | | | 6,162,274 | | |
Scott P. Seidelmann | | | | | 448,100 | | | | | | — | | | | | | 31,355 | | | | | | 479,455 | | | | | | 448,100 | | | | | | 6,051,584 | | | | | | — | | | | | | 6,499,684 | | |
Dan S. Johnston | | | | | 577,500(3)(4) | | | | | | — | | | | | | 56,845 | | | | | | 634,345 | | | | | | 385,000 | | | | | | 3,198,676 | | | | | | — | | | | | | 3,583,676 | | |
Christine Mellon | | | | | 340,000 | | | | | | — | | | | | | 12,218 | | | | | | 352,218 | | | | | | 340,000 | | | | | | 1,065,318 | | | | | | — | | | | | | 1,405,318 | | |
| | | As of March 18, 2022 | | |||
Total number of shares of common stock subject to outstanding stock options | | | | | 2,782,978 | | |
Weighted-average exercise price of outstanding stock options | | | | $ | 67.96 | | |
Weighted-average remaining term of outstanding stock options | | | | | 6.82 | | |
Total number of shares of common stock subject to outstanding Full Value Awards | | | | | 1,018,482 | | |
Total number of shares of common stock available for grant under the 2009 Plan | | | | | 1,243,081 | | |
Total number of shares of common stock available for grant under other equity incentive plans | | | | | 0 | | |
Total number of shares of common stock outstanding | | | | | 44,537,634 | | |
Per-share closing price of common stock as reported on Nasdaq Global Select Market | | | | $ | 137.18 | | |
As of December 31 | | | 2021 | | | 2020 | | | 2019 | | |||||||||
Full Dilution(1) | | | | | 11.1% | | | | | | 12.2% | | | | | | 15.0% | | |
Gross Burn Rate(2) | | | | | 1.7% | | | | | | 4.3% | | | | | | 3.7% | | |
Fiscal Year | | | 2021 | | | 2020 | | | 2019 | | |||||||||
Total number of shares of common stock subject to stock options granted | | | | | 160,050 | | | | | | 1,350,861 | | | | | | 1,168,961 | | |
Total number of shares of common stock subject to Full Value Awards granted | | | | | 560,051 | | | | | | 462,168 | | | | | | 366,240 | | |
Weighted-average number of shares of common stock outstanding | | | | | 43,475,000 | | | | | | 42,583,000 | | | | | | 41,462,000 | | |
Gross Burn Rate | | | | | 1.7% | | | | | | 4.3% | | | | | | 3.7% | | |
After review and discussion of the Radford Director Compensation Report, and upon recommendation by the Compensation Committee, the Board determined that the annual equity and cash compensation for Board and committee service was in line with the targeted 75th percentile and recommended no change to the thenour current Board of Director compensation.
After review and discussion on May 5, 2015, the Compensation Committee recommended, and the Board approved the Board of Director compensation effective immediately following the 2015 Annual Meeting of Stockholders, as described below. The Compensation Committee has evaluated Board of Director compensation for 2016 and has not recommended any changes to the Board as of the date of this proxy statement.
shall vest in full on the date of the following annual meeting, so long as the recipient remains a director until such date.
non-chair member of the Compensation Committee shall be granted(II) a restricted stock grant valued at $10,000, as of the date of grant. Such grant will vest in full at the time of the following year's annual meeting of stockholders, so long as the director continues to serve as a non-chairplus (I) each member of the Compensation Committee.
Name and position | | | Number of shares | | |||
Randall A. Lipps(2) Chairman, President and Chief Executive Officer | | | | | 1,521,715 | | |
Peter J. Kuipers(2) Executive Vice President, Chief Financial Officer | | | | | 308,713 | | |
Scott P. Seidelmann(2) Executive Vice President, Chief Commercial Officer | | | | | 182,719 | | |
Dan S. Johnston(2) Executive Vice President, Chief Legal and Administrative Officer | | | | | 351,557 | | |
Christine Mellon(2) Executive Vice President, Chief People Officer | | | | | 14,467 | | |
All current executive officers as a group | | | | | 2,379,171 | | |
All current directors who are not executive officers as a group(1) | | | | | 365,926 | | |
Each nominee for election as a director: | | | | | | | |
Edward P. Bousa | | | | | 1,106 | | |
Bruce E. Scott | | | | | 12,116 | | |
Mary Garrett | | | | | — | | |
Each associate of any executive officers, current directors or director nominees | | | | | — | | |
Each other person who received or is to receive 5% of awards | | | | | — | | |
All employees, including all current officers who are not executive officers, as a group | | | | | 5,983,547 | | |
The table below summarizes, for the fiscal year ended December 31, 2015, certain information with respect to the compensation of all non-employee directors of Omnicell. Mr. Lipps, our Chairman and Chief Executive Officer, did not receive compensation for serving on the Board.
DIRECTOR COMPENSATION FOR FISCAL 2015
Director | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards(1)(3) ($) | All Other Compensation ($) | Total ($) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
James T. Judson | 131,250 | 460,317 | — | — | 591,567 | |||||||||||
Randy D. Lindholm | 113,750 | 190,632 | — | — | 304,382 | |||||||||||
Vance B. Moore | 110,000 | 190,596 | — | — | 300,596 | |||||||||||
Mark W. Parrish | 97,500 | 173,617 | — | — | 271,117 | |||||||||||
Gary S. Petersmeyer | 102,500 | 190,596 | — | — | 293,096 | |||||||||||
Sara J. White | 101,000 | 178,375 | — | — | 279,375 | |||||||||||
Joanne B. Bauer | 97,500 | 173,617 | — | — | 271,117 | |||||||||||
Bruce D. Smith | 97,500 | 173,617 | — | — | 271,117 |
Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b)($) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
Equity compensation plans approved by security holders | | | | | 3,860,940(1) | | | | | | 67.36 | | | | | | 2,555,454(2) | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 3,860,940 | | | | | | 67.36 | | | | | | 2,555,454 | | |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b)($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders | 3,245,659 | (1) | 23.15 | 10,860,587 | (2) | |||||
Equity compensation plans not approved by security holders | 3,200 | (3) | 10.78 | 0 | ||||||
Total | 3,248,859 | 23.14 | 10,860,587 |
| | | Beneficial Ownership(1) | | |||||||||
Name and Address of Beneficial Owner | | | Number of Shares | | | Percent of Total | | ||||||
BlackRock, Inc.(2) | | | | | 6,983,442 | | | | | | 15.68% | | |
55 East 52nd Street | | | | | | | | | | | | | |
New York, NY 10055 | | | | | | | | | | | | | |
The Vanguard Group, Inc.(3) | | | | | 4,740,493 | | | | | | 10.64% | | |
100 Vanguard Blvd | | | | | | | | | | | | | |
Malvern, PA 19355 | | | | | | | | | | | | | |
Wellington Management Group LLP(4) | | | | | 2,531,555 | | | | | | 5.68% | | |
280 Congress Street | | | | | | | | | | | | | |
Boston, MA 02210 | | | | | | | | | | | | | |
Joanne B. Bauer(5) | | | | | 38,033 | | | | | | * | | |
Edward P. Bousa | | | | | 500 | | | | | | * | | |
Mary Garrett | | | | | — | | | | | | * | | |
James T. Judson | | | | | 15,984 | | | | | | * | | |
Randall A. Lipps(5)(6) | | | | | 768,407 | | | | | | 1.71% | | |
Vance B. Moore(5) | | | | | 65,968 | | | | | | * | | |
Mark W. Parrish(5) | | | | | 58,513 | | | | | | * | | |
Bruce E. Scott(5) | | | | | 10,884 | | | | | | * | | |
Robin G. Seim(5) | | | | | 35,253 | | | | | | * | | |
Bruce D. Smith(5) | | | | | 40,588 | | | | | | * | | |
Sara J. White | | | | | 39,412 | | | | | | * | | |
Peter J. Kuipers(5) | | | | | 75,515 | | | | | | * | | |
Scott P. Seidelmann(5) | | | | | 53,903 | | | | | | * | | |
Dan S. Johnston(5) | | | | | 38,264 | | | | | | * | | |
Christine Mellon | | | | | 4,320 | | | | | | * | | |
All executive officers and directors as a group (15 persons)(5) | | | | | 1,245,544 | | | | | | 2.76% | | |
2003 Equity Incentive Plan
In April 2003, Omnicell's Board adopted the 2003 Equity Incentive Plan (the "2003 Plan"). A total of 500,000based on 44,537,634 shares of common stock were initially reserved for issuance underoutstanding on March 18, 2022, adjusted as required by rules promulgated by the 2003 Plan andSEC. Unless otherwise indicated, the address of each listed stockholder is c/o Omnicell, currentlyInc., 590 E. Middlefield Road, Mountain View, California 94043.
If Omnicell sells, leases or disposes4,740,493 shares of all or substantially allcommon stock. Vanguard has shared voting power with respect to 83,188 shares of common stock, sole dispositive power with respect to 4,619,447 shares of common stock and shared dispositive power with respect to 121,046 shares of common stock. The data regarding the stock ownership of Vanguard is as of December 31, 2021 from the Schedule 13G/A filed by Vanguard on February 10, 2022.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Party Transaction Practices
Ouronly permittedtrustees with shared voting and investment power; and 8,303 shares held in various trusts for the benefit of Mr. Lipps’s children, for which Mr. Lipps is trustee.enter into a material transaction or agreementfile with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company.
| | | Fiscal Year Ended December 31, | | |||||||||
| | | 2021 | | | 2020 | | ||||||
| | | (in thousands) | | |||||||||
Audit Fees | | | | $ | 3,145 | | | | | $ | 2,773 | | |
Audit-Related Fees | | | | | 43 | | | | | | 160 | | |
Tax Fees | | | | | 380 | | | | | | 218 | | |
All Other Fees | | | | | 2 | | | | | | 4 | | |
Total Fees | | | | $ | 3,570 | | | | | $ | 3,155 | | |
We have entered into indemnity agreements with our executive officers and directors which provide, among other things, its next scheduled meeting.
The Board noted that Mr. Moore, a memberbest interests of the board, served as the President and Chief Executive Officer of Resource Optimization & Innovation, LLC ("ROi"), the supply chain division of Mercy Health ("Mercy"), from July 2006 until April 2011, Senior Vice President, Operations, of Mercy from April 2011 until February 2016, and has served as President, Business Integration of Mercy since February 2016. Effective December 31, 2009, we entered into a group purchasing organization (GPO) agreement with ROi, whereby we agreed to provide products and services to ROi's members, including hospitals within Mercy. We recorded revenue from Mercy of approximately $2.5 million, $7.7 million and $4.1 millionstockholders for the years ended December 31, 2013, 2014 and 2015, respectively. The Board determined that Mr. Moore did not derive any direct or indirect material benefit from the agreement with ROi and believes that the agreement is in Omnicell's best interest and on terms no less favorable than could be obtained from other third party group purchasing organizations.
The Board also noted that Mr. Smith serves as Senior Vice President and Chief Information Officer of Advocate Health and Hospitals Corporation ("Advocate"). Effective December 2005, the Company entered into a master agreement with Advocate, whereby the Company agreed to provide products and services to Advocate. Effective September 2011, we entered into a corporate partnership agreement with Advocate, whereby we agreed to provide products and services to Advocate members at discounted pricing in consideration for Advocate members' commitment to utilize Omnicell as their sole source provider for automated pharmacy dispensing cabinets. We recorded revenue from Advocate of approximately $971 thousand, $2.3 million and $2.1 million for the years ended December 31, 2013, 2014 and 2015, respectively. The Board determined that Mr. Smith did not derive any direct or indirect material benefit from the agreements with Advocate and believes that the agreements are in Omnicell's best interest and on terms no less favorable than could be obtained from other third party health systems.
| | ||||
| | By Order of the Board of Directors | | ||
| | | | /s/ | |
| | | | Dan S. Johnston Corporate Secretary | |
7, 2022
NNNNNNNNNNNN
. q PLEASE FOLD ALONG THE PERFORATION,box.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qENVELOPE.qAnnual Meeting Proxy —CardFor Against Abstain4. Proposal to ratify the selection of Deloitte & Touche LLP as theindependent registered public accounting firm of the Companyfor the year ending December 31, 2022.Save paper, time and money!Sign up for electronic delivery atwww.investorvote.com/omcl