Accendra Health Inc DEF 14A, filed Mar 27, 2024

Accendra Health Inc (ACH)

DEF 14A 2024-03-27 For: 2024-05-09

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Added on June 12, 2026

About this DEF 14A

Accendra Health Inc filed this DEF 14A on March 27, 2024.

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Street Address				Mailing Address
9120 Lockwood Boulevard				P.O. Box 27626
Mechanicsville, Virginia 23116				Richmond, Virginia 23261-7626


		Page
Notice of Annual Meeting of Shareholders		i
Proxy Statement Summary		1
About the Meeting		5
Corporate Governance		8
Report of the Governance & Nominating Committee		10
Our Purpose and Vision		11
Shareholder Engagement		11
Environmental, Social, and Governance		12
Board Meetings		17
Committees of the Board		17
Director Compensation		18
Director Nominating Process		20
Communications with the Board of Directors		20
Proposal 1: Election of Directors		21
Nominees for Election		22

Proposal 2: Ratification of Independent Registered Public Accounting Firm		27
Fees Paid to Independent Registered Public Accounting Firm		27
Report of the Audit Committee		28

Proposal 3: Approval of Amendment No. 1 to the Owens & Minor, Inc. 2023 Omnibus Incentive Plan		30


		Page
Stock Ownership Information		39

Stock Ownership by Management and the Board of Directors		39

Stock Ownership by Certain Shareholders		39
Equity Compensation Plan Information		40
Executive Compensation		41
Compensation Discussion & Analysis		42
Our People & Culture Committee Report		58
2023 Summary Compensation Table		59
2023 Grants of Plan-Based Awards		61
Outstanding Equity Awards at Fiscal Year-End		62
2023 Option Exercises and Stock Vested		63
Nonqualified Deferred Compensation Plan		64
Potential Payments Upon Termination or Change in Control		65
Pay Ratio Disclosure		70

Pay Versus Performance Table		71

Proposal 4: Advisory Shareholder Vote to Approve Executive Compensation		75
Certain Relationships and Transactions		76
Shareholder Proposals		76
Further Information About Attending the Virtual Annual Meeting		77
Other Matters		78
Annex A – Amendment No. 1 to the Owens & Minor, Inc. 2023 Omnibus Incentive Plan		A-1



	Items of Business	Board Recommendation	Page

1	Election of nine director nominees to serve one-year terms	“FOR” Each Nominee	21

2	Ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024	“FOR”	27

3	Approval of Amendment No. 1 to the 2023 Omnibus Incentive Plan	“FOR”	30

4	Advisory vote on the compensation of our named executive officers	“FOR”	75



Director Independence and Board Leadership		• All directors, including our Board Chair, are independent except for our CEO • Only independent directors serve on the Audit, Governance & Nominating, and Our People & Culture Committees • The independent directors on our Board and our Board committees conduct regular executive sessions without management

Board Evaluation, Selection and Diversity		• The Board and each of its committees conduct an annual self-evaluation to assess their respective performance • The Governance & Nominating Committee identifies Board candidates based on selection criteria and considers candidates with diversity of experiences, gender, ethnicity and race for director vacancies • Our Bylaws provide that no director nominee can stand for election if the nominee is over age 72 • 5 of 9 director nominees are women and/or racially diverse • Average age of director nominees is 60

Board and Committee Oversight		• The Board actively engages annually in comprehensive senior management succession planning • The Board and its committees perform risk oversight of our Company, including our ERM program, ESG framework and governance structure, cybersecurity and information security risks • Each Board committee oversees the specific financial, compensation and governance risks related to its functions and responsibilities

Governance Practices		• Annual review of our Corporate Governance Guidelines and Board committee charters • Our insider trading policy prohibits hedging or pledging Owens & Minor stock • Recoupment (“clawback”) policy for incentive compensation, including performance-based cash compensation and all equity compensation • Maintain substantial stock ownership requirements for directors and executive officers • Our Code of Honor applies to our directors, executive officers and all teammates • Corporate Governance Guidelines limit director membership on other public company boards

Shareholder Rights		• Declassified Board with annual election of our directors serving one-year terms • Majority voting standard for uncontested director elections (plurality voting in contested elections) • Proxy access allowing holders of 3% of our stock for at least three years to include the greater of two nominees or nominees representing 20% of board seats in our proxy statement if they satisfy the requirements in our Company Bylaws • Annual shareholder advisory vote on the compensation of our named executive officers



WHAT WE DO

		Pay for Performance. We link pay to performance and a significant portion of our executives’ potential total annual compensation, both cash and equity, is based on the achievement of objective, simple, and transparent financial measures designed to enhance short- and long-term performance.

		Performance-Based Equity Awards. At least half of our annual equity award grants are performance share units (“PSUs”) with multi-year performance requirements.

		Share Ownership Guidelines. We have established stock ownership guidelines for our officers, and our tenured NEOs meet or exceed the established ownership guidelines. Newly appointed NEOs are in the process of attaining the required ownership level.

		Limited Perquisites. We provide limited perquisites to executive officers.

		Double-Trigger Change in Control Provisions. Equity vesting and severance benefits resulting from a change in control are “double-trigger” and require a qualifying termination of employment following the change in control.

		Recoupment Policy. We maintain a recoupment policy to recover all performance-based cash compensation and all equity-based compensation (including both time- and performance-vesting equity awards) paid to current and former executive officers and other senior executives and teammates designated as subject to the policy under circumstances involving restatement of our financial statements.

		Risk Mitigation. We mitigate risks associated with compensation by establishing caps on incentive compensation, multiple performance targets for incentive compensation, and ongoing processes to identify and manage risk.

		Independent Compensation Consulting Firm. The OP&C Committee receives advice about its compensation programs and practices from an independent consulting firm that provides no other services to the Company, and the Company is not aware of any conflicts of interest with respect to its work.



WHAT WE DON’T DO

		No Employment Agreements. We do not have employment agreements with our executive officers.

		No Hedging. We prohibit our executive officers and directors from hedging against the economic ownership of Company stock.

		No Pledging. We prohibit our executive officers from pledging Company stock.

		No Repricing of Equity Awards. Our stock plans do not permit the repricing of equity awards without shareholder approval.

		No Tax Gross-Ups. We do not provide excise tax gross-ups.


Proposal 1:		Election of the nine directors named in this Proxy Statement, each for a one-year term and until their respective successors are elected and qualified.
Proposal 2:		Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
Proposal 3:		Approval of the amendment to the Owens & Minor, Inc. 2023 Omnibus Incentive Plan.
Proposal 4:		Advisory vote to approve the compensation of our named executive officers (the “Say-on-Pay Proposal”).



Director	Board	Audit	Executive	Governance & Nominating	Our People & Culture

Mark A. Beck	C		C	•	•

Gwendolyn M. Bingham	•		•	C

Kenneth Gardner-Smith	•				•

Robert J. Henkel	•		•		C

Rita F. Johnson-Mills	•			•

Stephen W. Klemash**	•	C	•

Teresa L. Kline	•	•

Edward A. Pesicka*	•		•

Carissa L. Rollins	•	•

No. of Meetings in 2023	16	6	0	4	8



Type of Fee	Cash		Equity

Annual Retainer	$	125,000	$	175,000	⁽¹⁾

Additional Annual Retainer for Independent Board Chair		110,000		N/A

Additional Annual Retainer for Audit Committee Chair		30,000		N/A

Additional Annual Retainer for OP&C Committee Chair		25,000		N/A

Additional Annual Retainer for Governance & Nominating Committee Chair		25,000		N/A



Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)^(1)(2)(3)		Total ($)

Mark A. Beck		235,000		175,000		410,000

Gwendolyn M. Bingham		150,000		175,000		325,000

Kenneth Gardner-Smith		125,000		175,000		300,000

Robert J. Henkel		150,000		175,000		325,000

Rita F. Johnson-Mills		125,000		175,000		300,000

Stephen W. Klemash		155,000		175,000		330,000

Teresa L. Kline		125,000		175,000		300,000

Carissa L. Rollins		125,000		175,000		300,000


Mark A. Beck
Principal Occupation: Co-founder and Owner of B-Square Precision, LLC Age 58 Director since 2019 Independent Director, Chair of the Board Committees: Executive (Chair), Governance & Nominating, Our People & Culture		Background: Mr. Beck serves as the Board’s Chair, a position he has held since September 2020, and is the co-founder and CEO of B-Square Precision, LLC, a private company engaged in the acquisition and management of companies that manufacture high-precision tools, dies, molds and components. Previously, Mr. Beck served as President and Chief Executive Officer of JELD-WEN Holding, Inc. (JELD-WEN), one of the world’s largest door and window manufacturers, from November 2015 to February 2018, and was a director of JELD-WEN from May 2016 to February 2018. Prior to JELD-WEN, Mr. Beck served as an Executive Vice President at Danaher Corporation, leading Danaher’s water quality and dental platforms, beginning in April 2014. Previously, he spent 18 years with Corning Incorporated in a series of management positions with increasing responsibility, culminating in his appointment as Executive Vice President overseeing Corning’s environmental technologies and life science units in July 2012. Mr. Beck currently serves on the board of directors of IDEX Corporation where he chairs the Nominating and Corporate Governance Committee and is a member of the Compensation Committee. He formerly served on the board of directors of Dow-Corning Corporation from 2010 to 2014. Qualifications: The Board of Directors has nominated Mr. Beck to continue his service as a director based on his experience as a chief executive officer of a public company with significant international operations and his track-record of innovation and successfully integrating acquired businesses. His insights into the manufacturing industry, both domestic and international, bring a unique perspective to Owens & Minor’s Board that assists us strategically as we grow our proprietary product manufacturing and sales capabilities and seek to manage our many relationships with the manufacturing community globally.

Gwendolyn M. Bingham
Principal Occupation: Retired United States Army Lieutenant General (three-stars) Age 64 Director since 2020 Independent Director Committees: Executive, Governance & Nominating (Chair)		Background: Lieutenant General (three-stars) Bingham retired in September 2019 from the U.S. Army following a 38-year career in the military. During her military career, LTG (retired) Bingham served as Department of the Army Assistant Chief of Staff for Installation Management from 2016 through her retirement in 2019. Previously, she was Commanding General, U.S. Army Tank-Automotive and Armaments Lifecycle Management Command from 2014 to 2016; Commanding General, White Sands Missile Range from 2012 to 2014; Commandant, U.S. Army Quartermaster School from 2010 to 2012; and Chief of Staff, Combined Arms Support Command and Sustainment Center of Excellence from 2008 to 2010. LTG (retired) Bingham holds numerous civic and military honors and was the first woman to hold numerous positions as a U.S. Army General Officer including: the Army’s 51st Quartermaster General and Commandant of the U.S. Army Quartermaster School, Fort Lee, Virginia; the Commanding General, White Sands Missile Range, New Mexico and as Commanding General, Tank-Automotive and Armaments Life Cycle Management Command, Warren, Michigan. Qualifications: The Board of Directors has nominated LTG (retired) Bingham to continue her service as a director of the Company based on her over 20 years of senior executive leadership experience in complex logistics and supply chain management, resource management, environmental and energy matters, talent management and strategic planning. Additionally, LTG (retired) Bingham has unique experience in leading the Army’s most significant integrated material management center with manufacturing centers in multiple locations and personnel worldwide to support the Army’s efforts to sustain, prepare and transform its operations, which provides insight into the challenges faced in the business of global distribution and supply chain management.


Kenneth Gardner-Smith
Principal Occupation: Chief People Officer, DaVita Inc. Age 43 Director since 2022 Independent Director Committee: Our People & Culture		Background: Mr. Gardner-Smith has served as the Chief People Officer since 2020 for DaVita, Inc., a Fortune 500 kidney dialysis service provider. Prior to that Mr. Gardner-Smith has held the following positions with DaVita, including Regional Group VP, Field Operations – Southeast from 2015 to 2019, Division VP from 2014 to 2015, Group Director from 2013 to 2014, and Regional Director, Operations from 2011 to 2013. Prior to his employment with DaVita from 2008 to 2011, Mr. Gardner-Smith worked as an investment banker at Morgan Stanley focused on mergers and acquisitions. From 2003 to 2006, Mr. Gardner-Smith was Relationship Manager for Wells Fargo. Qualifications: The Board of Directors has nominated Mr. Gardner-Smith to continue his service as a director of the Company based on his extensive experience and business management leadership in the healthcare industry, including home-based care, as well as his experience developing process innovation, transformation, and talent strategies. His experience and range of perspectives as a senior healthcare executive in compensation, succession planning and diversity and inclusion will benefit the Company as it continues to develop talent and invest in human capital resources and expand as a medical product manufacturer and healthcare solutions partner for the healthcare industry.

Robert J. Henkel
Principal Occupation: Retired, President & Chief Executive Officer of Ascension Health Age 69 Director since 2019 Independent Director Committees: Executive, Our People & Culture (Chair)		Background: Mr. Henkel was the President, Healthcare Transformation at the THEO Executive Group, from January 2019 to March 2021. Previously, Mr. Henkel served as President and Chief Executive Officer of Ascension Health from 2012 until his retirement in July 2017. Prior to that Mr. Henkel was the Chief Operating Officer of Ascension Health from 2004 to 2011. Ascension Health, Inc. is the largest non-profit healthcare system in the U.S. and the world’s largest Catholic health system. During his 25-year tenure with Ascension Health, Mr. Henkel was Chair of the Ascension Innovation Counsel for Ascension Health, Inc. from July 2017 to 2019, and served in a number of different roles including President of the Great Lakes and Mid-Atlantic States Operating Group. Prior to Ascension Health, Mr. Henkel held numerous executive leadership positions with other healthcare organizations, including the Daughters of Charity National Health System, St. Louis; Mount Sinai Medical Center, Miami Beach, Fla.; SSM Health Care in St. Louis; and Montefiore Medical Center, Bronx, New York. Mr. Henkel is a Life Fellow with the American College of Healthcare Executives and an adjunct professor of health policy and management with the University of Pittsburgh Graduate School of Public Health. Qualifications: The Board of Directors has nominated Mr. Henkel to continue his service as a director of the Company based on his extensive experience in the healthcare industry. Mr. Henkel brings deep leadership and management experience and insight both generally and specific to the healthcare industry, including unique strategic and operational experience from the healthcare industry. His unique perspective will benefit Owens & Minor as it continues to expand as a full-service partner for customers that focus on global healthcare solutions and understand the challenges faced at multiple levels within the global healthcare marketplace.


Rita F. Johnson-Mills
Principal Occupation: President, (Southern Region), CINQCARE Age 65 Director since 2022 Independent Director Committee: Governance & Nominating		Background: Ms. Johnson-Mills has served as President (Southern Region) of CINQCARE since March 2022. Prior to that, Ms. Johnson-Mills served as founder and CEO of consulting firm RJM Enterprises from January 2018 to February 2022. From August 2014 to December 2017, she served as President and Chief Executive Officer of UnitedHealthcare Community Plan of Tennessee, a health plan serving more than 500,000 government sponsored healthcare consumers with over $2.5 billion of annual revenue, after having previously served as Senior Vice President, Performance Excellence and Accountability for UnitedHealthcare Community & State since 2006, and was a founding member of UnitedHealthGroup’s Diversity and Inclusion Council. Ms. Johnson-Mills also previously served as the Director of Medicaid Managed Care for the Centers for Medicare and Medicaid Services and as Chief Executive Officer of Managed Health Services Indiana and Buckeye Health Plan, wholly owned subsidiaries of Centene Corporation. Ms. Johnson-Mills currently serves on the public company board of directors of Nyxoah SA and previously served on the board of Brookdale Senior Living, Inc. Ms. Johnson-Mills also serves as a director on the private boards of Quest Analytics, LLC and Ellipsis Health, and is a Governance Fellow with the National Association of Corporate Directors (NACD). She is a Hogan Certified Executive Coach and a Senn Delaney Certified Corporate Culture Facilitator. Qualifications: The Board of Directors has nominated Ms. Johnson-Mills to continue her service as a director of the Company based on her experience as a healthcare executive with more than 25 years of combined federal, state, and private industry experience. Her leadership experience and success in driving profitable, sustainable growth and implementation of programs to improve employee engagement and build strategic relationships in the public and private healthcare insurance sectors will benefit Owens & Minor as it continues to expand as a full-service partner for customers that focus on global healthcare solutions and offer indispensable guidance to our organization in our continued focus on home-based care solutions.

Stephen W. Klemash
Principal Occupation: Retired Partner, Ernst & Young and EY Americas Center for Board Matters Age 63 Director since 2021 Independent Director Committees: Audit (Chair), Executive		Background: Mr. Klemash retired in June 2021 as a Partner with Ernst & Young LLP (EY), a position he held since 1997. Mr. Klemash served in a limited consulting capacity with EY through June 2022. In addition, Mr. Klemash also previously served as the Lead Partner with the EY Americas Center for Board Matters (CBM), from 2016 to December 2021. Prior to that Mr. Klemash held multiple Managing Partner positions for EY including from 2011 to 2016 East Central and Central Managing Partner of Accounts, from 2009 to 2011 East Central Region Managing Partner of Advisory, from 2007 to 2009 North Central Region Managing Partner of Assurance and Advisory Business Services and from 2002 to 2007 Pittsburgh Office Managing Partner. Prior to 2002, Mr. Klemash was an assurance practitioner, from the date of his hire by EY in 1984, serving clients in a variety of industries. Mr. Klemash is a certified public accountant and member of the American Institute of Certified Public Accountants. Qualifications: The Board of Directors has nominated Mr. Klemash to continue to serve as a director of the Company based on his extensive experience working with public companies, strong financial knowledge, and breadth of experience in business consulting, accounting, risk management, technology and cybersecurity, and corporate governance. The Board believes that the Company will benefit from Mr. Klemash’s comprehensive knowledge of board governance including ESG criteria along with his accounting, general business advisory skills and background in risk management and information security programs.



	Year 2023 ($)		Year 2022 ($)

Audit Fees⁽¹⁾	$	4,377,500	$	4,457,000

Audit-Related Fees⁽²⁾		63,000		38,000

Tax Fees⁽³⁾		243,300		310,000

All Other Fees⁽⁴⁾		169,310		9,000

Total	$	4,853,110	$	4,814,000



Options Outstanding			0

Weighted Average Exercise Price of Options Outstanding			N/A

Weighted Average Remaining Term of Options Outstanding			N/A

Total Full-Value Awards Outstanding (Including Restricted Stock Units, Restricted Stock, target Performance Stock Units and target Performance Shares)⁽¹⁾			3,983,644

Shares of Common Stock Outstanding			76,598,351

Overhang⁽²⁾			5.20%

Shares Available for Future Grant under the 2023 Plan			2,741,643

Dilution under the 2023 Plan, as a Percentage of Common Stock Outstanding⁽³⁾			8.78%



Name of Beneficial Owner	Sole Voting and Investment Power⁽¹⁾	Other⁽²⁾		Aggregate Percentage Owned

Mark A. Beck⁽³⁾	9,344		—	*

Gwendolyn M. Bingham	22,184		—	*

Kenneth Gardner-Smith	14,854		—	*

Robert J. Henkel⁽³⁾	37,344		—	*

Rita F. Johnson-Mills	14,057		—	*

Stephen W. Klemash	18,983		—	*

Teresa L. Kline	14,057		—	*

Edward A. Pesicka	857,796		—	1.12%

Carissa L. Rollins	13,834		—	*

Perry A. Bernocchi	209,537		—	*

Alexander J. Bruni	65,808		—	*

Andrew G. Long	272,565		115,555	*

Daniel J. Starck	105,058		—	*

All Executive Officers and Directors as a group (16 persons)	1,891,169			2.62%



Name and Address of Beneficial Owner	Shares Beneficially Owned	Percentage Owned

BlackRock, Inc. 50 Hudson Yards, New York, NY 10001	12,273,657⁽¹⁾	16.02%

FMR LLC 245 Summer Street, Boston, MA 02210	10,431,010⁽²⁾	13.62%

The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355	8,587,684⁽³⁾	11.21%

Deerfield Partners, L.P. 345 Park Avenue South, 12^th Floor, New York, NY 10010	5,229,779⁽⁴⁾	6.83%

Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One, Austin, TX 78746	4,211,031⁽⁵⁾	5.50%



Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights⁽¹⁾	(b) Weighted-average exercise price of outstanding options, warrants and rights⁽¹⁾	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by shareholders⁽²⁾	866,989	—	4,051,626⁽³⁾

Equity compensation plans not approved by shareholders⁽⁴⁾	—	—	—

Total	866,989	—	4,051,626



Named Executive Officer	Role	2023 Time in Role

Edward A. Pesicka	President and Chief Executive Officer (CEO)	Full Year

Alexander J. Bruni	Executive Vice President & Chief Financial Officer (CFO)	Full Year

Andrew G. Long	Executive Vice President, CEO, Products & Healthcare Services	Full Year

Perry A. Bernocchi¹	President & CEO, Byram Healthcare Executive Vice President, CEO, Patient Direct	January – February March—December

Daniel J. Starck²	Executive Vice President, President – Patient Direct & CEO of Apria, Inc. Executive Vice President, Business Excellence	January – February March—December



Short-Term Compensation Cash		• Base salary • Annual Incentive Plan (AIP)

Long-Term Compensation Equity		• Stock Incentive Plan² • 50% restricted stock units (RSUs) • 50% performance stock units (PSUs), with relative TSR modifier

Other		• Retirement Savings (401(k)) & Executive Deferred Compensation & Retirement Plan • Health & Welfare benefits • Termination-related pay



		Target	Actual¹	Achievement

2023 AIP (Paid in March 2024)	2023 Revenue (20%) 2023 AOI (60%) OMR Program AOI Benefit (20%)	$10,346.0 million $325.0 million $30.0 million	$10,337.6 million $315.4 million² $40.0+ million	98% 68% 200%


Factors That Guided Compensation Decisions		• Executive compensation philosophy • Degree of achievement of key strategic financial and operational goals for 2022 (for base salary, annual bonus payments and equity grant decisions made in early 2023) and for 2023 (for base salary, annual bonus payments and equity grant decisions made in early 2024) • Recommendations of our President and CEO (other than with respect to his own compensation) • Advice of an independent compensation consultant • Shareholder input • Market pay practices • Current and historical Owens & Minor compensation
2023 Compensation Program Changes		Annual Incentive Plan: A third financial metric was added to the Annual Incentive Plan, OMR Program AOI benefit. This metric was intended to accelerate profit improvement and reduce costs. The OMR Program AOI benefit had a weighting of 20%. Adjusted AOI remained a metric with an increased weighting at 60%, and Revenue remained as well, with a reduced weighting of 20%. There were no other changes to the compensation program for our NEOs in 2023.
Key 2023 Compensation Decisions		Base Salary Decisions Effective March 1, 2023, Mr. Bernocchi’s base salary increased 16% to $570,000 when he was appointed Executive Vice President, Chief Executive Officer, Patient Direct. Mr. Bernocchi replaced Mr. Starck who, also in March 2023, assumed the role of Executive Vice President, Business Excellence. There were no other base salary adjustments for our NEOs in 2023. Annual Incentive Plan Decisions As a result of business performance as summarized herein in 2023, the overall annual bonus pool was funded at 100% of the target performance level. The NEOs were awarded annual bonus payments of approximately 100% of their individual target opportunities and were paid in March 2024. Mr. Pesicka’s target annual bonus opportunity increased from 130% of base salary to 145% and Mr. Bernocchi’s target annual bonus opportunity increased from 70% of base salary to 90%. Both increases better align these NEOs’ target annual bonus opportunities to the 50^th percentile of the market. Equity Grant Decisions In 2023, the Company granted RSUs and PSUs to the NEOs that can be earned in an amount ranging from 0% to 200% of the number of awarded shares based on the Company’s adjusted EPS performance for the three-year period from January 1, 2023 through December 31, 2025, and modified based on relative TSR as measured against performance of the Russell 3000 Medical Equipment and Services Sector Index. In addition to his annual award, Mr. Long received a one-time equity award with a grant value of $1,000,000 in March 2023 in recognition of his recent appointment as CEO, Products & Healthcare Services in October of 2022. This award was delivered in RSUs.



	Short-term Incentive	Long-term Incentive

	Annual Bonus	Performance-based Equity	Time-based Equity

Objective	Reward achievement of short-term (annual) corporate performance goals	Reward long-term financial results and drive shareholder value creation	Reward long-term financial results and drive shareholder value creation Reinforce ownership in the Company Support retention of executives

Form	Cash	PSUs (50%)	RSUs (50%)

Time Horizon	1 year	3 years	3 years

Metrics	Adjusted AOI (60% weighting) Revenue growth (20% weighting) OMR Program AOI Benefit (20% weighting)	Cumulative adjusted EPS Relative TSR as a modifier	Continued employment



In evaluating the design of our executive compensation and the compensation decisions for each of our NEOs, the OP&C Committee considers shareholder input, including the advisory “say-on-pay” vote at our annual meeting.				In 2023, approximately 97% of the “say-on-pay” shareholder votes cast approved the compensation for our NEOs.


Each year, we evaluate our compensation levels and programs through comparisons to available information for a group of peer companies selected by the OP&C Committee based in part on recommendations from and analyses prepared by the OP&C Committee’s independent consultant. This evaluation helps us to assess whether our level and mix of executive pay is competitive and reasonable when compared to certain industry standards. The OP&C Committee periodically reviews the peer group to ensure it remains appropriate and relevant as a market reference and modifies the peer group as necessary to reflect changes at the Company, among the peers or within the industry. In 2023, the following primary considerations were evaluated when reviewing existing peers and developing recommendations: • Refine focus on distribution companies. Focus comparisons to health care distribution and/or broader distribution companies as relevant. • Recognize broader healthcare industry. The Company’s long-term focus on the growth of its Global Products and Patient Direct businesses increases the relevance of healthcare equipment/supplies companies, including from an executive talent market perspective. • Balance financials/size criteria. Ensure comparability of peer companies across a range of relevant financial criteria to ensure the Company is appropriately positioned relative to the peer group.				Owens & Minor is reasonably aligned with median revenues when compared to the peer group. We generally target total compensation packages for NEOs to reflect the 50th percentile of our peer group of companies when financial and operational goals are achieved. We design our total compensation packages to provide pay above or below the 50th percentile compared to our peer group when results exceed or do not meet financial and operational goals.



2023 Peer Companies

Baxter International Inc.		ResMed Inc.

Boston Scientific Corporation		STERIS PLC

C.H. Robinson Worldwide, Inc.		TD SYNNEX Corporation

DENTSPLY SIRONA Inc.		WESCO International, Inc.

Henry Schein, Inc.		Quest Diagnostics Incorporated

Patterson Companies, Inc.		Zimmer Biomet Holdings, Inc



Element	Objective	Key Features

Base Salary Cash	Provide competitive fixed pay that is tied to the market and allows us to attract, retain, and motivate executives within the medical technology industry and broader market	• Reflects individual skills, experience, responsibilities, and performance over time • Influences annual bonus opportunity

Short-Term Incentives Cash	Encourage focus on short-term business performance and motivate executive officers’ performance in achieving our current-year business goals	• Performance-based reward tied to achievement of short-term corporate and individual performance goals • Pays only if threshold performance levels are met or exceeded

Long-Term Incentives Equity	Rewards performance that enhances shareholder value using equity-based awards that link compensation to the value of our Common Stock and the achievement of multi-year performance goals, and strengthens the alignment of management and shareholder interests by creating meaningful levels of Company stock ownership by management	• Links value to stock price • Composed of 50% PSUs and 50% RSUs • PSUs are tied to achievement of long-term corporate performance goals; executives earn shares (ranging from 0% to 200% of target) if the Company meets certain operational, financial, or shareholder return metrics as selected by the OP&C Committee over a three-year period, also subject to a relative TSR modifier • RSUs vest ratably over three years from date of grant

Retirement Savings & Deferred Compensation Plan Benefit	Provides a tax efficient opportunity to save for retirement and to ensure that our executive compensation program remains competitive in the marketplace for key executive talent	• Executives may participate in the Company’s 401(k) Plan, and may defer salary and cash bonuses into an executive deferred compensation plan that provides for investment options similar to the Company’s 401(k) Plan

Post-Termination Compensation Benefit	Provides for severance in the event of not-for-cause termination. Additionally, executives are parties to change in control agreements that provide “double-trigger” severance benefits in connection with a qualifying termination following a change in control	• Severance provisions to protect the Company and NEOs in the event of a termination without cause



NEO	2022 Salary	2023 Salary	Percent Change

Edward A. Pesicka	$1,000,000	$1,000,000	n/a

Alexander J. Bruni	$ 525,000	$ 525,000	n/a

Andrew G. Long	$ 650,000	$ 650,000	n/a

Perry A. Bernocchi	n/a¹	$ 570,000	n/a

Daniel J. Starck	$ 650,000	$ 650,000	n/a



		Summary of 2023 MBOs

Edward A. Pesicka		• Meet key financial metrics set forth in the 2023 AOP • Transformation initiative including savings and profit improvement • Execute initiatives to improve capital structure to support company strategic plan • Implement a revised S&OP process to improve inventory build and sourcing • Further embed the OM Business System into the organization and focus on service levels • Strengthen our culture of DE&I to deliver results • Expand the Leadership Development Program • Talent assessment and succession planning

Alexander J. Bruni		• Meet key financial metrics set forth in the 2023 AOP • Lead initiatives that drive profitable growth for the company • Support overall OMR Program to deliver AOI and working capital improvement targets • Establish company level Strategic Planning (STRAP) process, supporting timeline, and standard work while improving strategic market analysis • Execute initiatives to improve capital structure to support the strategic plan • Develop and implement ERM Strategy • Mature Finance rotational program and evolve Finance talent engagement and development programs • Strengthen our culture of DE&I through inclusion training and mentoring hi-potential diverse teammates



	Target (% of Base Salary)	Target Award Opportunity ($)	Actual Amount Awarded ($)	Actual (% of Target )

Edward A. Pesicka	145%	$1,450,000	$1,450,000	100%

Alexander J. Bruni	80%	$ 420,000	$ 420,000	100%

Andrew G. Long	90%	$ 585,000	$ 614,250	105%¹

Perry A. Bernocchi	90%	$ 513,000	$ 494,573²	100%

Daniel J. Starck	120%	$ 780,000	$ 780,000	100%



2023 Long-Term Incentive Target Annual Award Values

Name	RSUs ($)		RSUs (#)		PSUs ($)		PSUs (#)		Total ($)
Edward A. Pesicka	$	2,750,000		178,109	$	2,750,000		178,109	$	5,500,000
Alexander J. Bruni		500,000		32,384		500,000		32,384		1,000,000
Andrew G. Long ¹		2,150,000		139,249		1,150,000		74,482		3,300,000
Perry A. Bernocchi		1,000,000		64,767		1,000,000		64,767		2,000,000
Daniel J. Starck		812,500		52,624		812,500		52,624		1,625,000



Officer		Value of Common Stock

Chief Executive Officer		6.0 x Base Salary

Executive Vice Presidents		2.0 x Base Salary

Senior Vice Presidents		1.5 x Base Salary



(a)	(b)		(c)			(d)		(e)			(f)			(g)		(h)

Name and Principal Position	Year		Salary⁽¹⁾ ($)			Bonus ($)		Stock Awards⁽²⁾ ($)			Non-Equity Incentive Plan Compensation⁽³⁾ ($)			All Other Compensation⁽⁴⁾ ($)		Total ($)
Name and Principal Position	Year		Salary⁽¹⁾ ($)			Bonus ($)		Stock Awards⁽²⁾ ($)			Non-Equity Incentive Plan Compensation⁽³⁾ ($)			All Other Compensation⁽⁴⁾ ($)		Total ($)

Edward A. Pesicka President & Chief Executive Officer		2023		$	1,000,000		—		$	5,834,851		$	1,450,000		$105,059		$	8,389,910
		2022			974,954		—			4,915,897			273,000		81,408			6,245,259
		2021			912,000		—			4,400,000			2,280,000		88,578			7,680,578


Alexander J. Bruni Executive Vice President & Chief Financial Officer		2023			528,180		—			1,060,900			420,000		18,174			2,027,254
		2022			397,161		—			400,060			62,646		15,494			875,361


Andrew G. Long Executive Vice President, Chief Executive Officer, Products & Healthcare Services		2023			653,938		—			3,440,033			614,250		16,324			4,724,545
		2022			632,923		—			2,261,365			122,850		47,321			3,064,459
		2021			564,731		—			1,900,000			1,062,000		38,756			3,565,487


Perry A. Bernocchi Executive Vice President, Chief Executive Officer, Patient Direct Former, President & CEO, Byram Healthcare		2023			554,000		—			2,121,766			494,573		20,543			3,190,882


Daniel J. Starck Executive Vice President, Business Excellence Former, Executive Vice President, President – Patient Direct & CEO of Apria		2023			650,000		—			1,723,963			780,000		28			3,153,991
		2022			637,500		—			4,341,851			122,850		22,750			5,124,951



Name	Tax Planning Benefit^a		Life Insurance Premiums		Defined Contribution Plans Company Match and Contribution^b		Executive Physical		Other^C		Total

Edward A. Pesicka		$15,000		$624		$12,200		$5,400		$71,835		$105,059

Alexander J. Bruni		2,650		624		12,200		2,700		—		18,174

Andrew G. Long		3,500		624		12,200		—		—		16,324

Perry A. Bernocchi		—		612		19,181		—		750		20,543

Daniel J. Starck		—		28		—		—		—		28