Accendra Health Inc DEF 14A, filed Mar 29, 2023

Accendra Health Inc (ACH)

DEF 14A 2023-03-29

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Added on June 12, 2026

About this DEF 14A

Accendra Health Inc filed this DEF 14A on March 29, 2023.

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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
Shareholder Engagement		11
Environmental, Social and Governance		11
Board Meetings		15
Committees of the Board		16
Director Compensation		17
Director Nominating Process		19
Communications with the Board of Directors		19
Proposal 1: Election of Directors		20
Nominees for Election		21

Proposal 2: Approval of Owens & Minor, Inc. 2023 Omnibus Incentive Plan		26

Proposal 3: Ratification of Independent Registered Public Accounting Firm		35
Fees Paid to Independent Registered Public Accounting Firm		35
Report of the Audit Committee		36


		Page
Stock Ownership Information		38

Stock Ownership by Management and the Board of Directors		38

Stock Ownership by Certain Shareholders		38
Equity Compensation Plan Information		39
Executive Compensation		40
Compensation Discussion & Analysis		41
Our People & Culture Committee Report		58
Summary Compensation Table		59
Grants of Plan-Based Awards		61
Outstanding Equity Awards at Fiscal Year-End Table		63
Stock Awards Vested		65
Nonqualified Deferred Compensation Plan		66
Potential Payments Upon Termination or Change in Control		67
Pay Ratio Disclosure		72

Pay Versus Performance Table		73

Proposal 4: Advisory Shareholder Vote to Approve Executive Compensation		77
Certain Relationships and Transactions		78
Shareholder Proposals		78
Further Information About Attending the Virtual Annual Meeting		79
Other Matters		80
Annex A – Owens & Minor, Inc. 2023 Omnibus Incentive Plan



	Items of Business	Board Recommendation	Page

1	Election of nine director nominees to serve one-year terms	“FOR” Each Nominee	20

2	Approval of the 2023 Omnibus Incentive Plan	“FOR”	26

3	Ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023	“FOR”	35

4	Advisory vote on the compensation of our named executive officers	“FOR”	77



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 • 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 58

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 incentive-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 tie perquisites to a legitimate business purpose and limit the value provided 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) from our NEOs’ compensation paid 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:		Approval of the Owens & Minor, Inc. 2023 Omnibus Incentive Plan.
Proposal 3:		Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
Proposal 4:		Advisory vote to approve the compensation of our named executive officers (the “Say-on-Pay Proposal”).



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 ($)⁽¹⁾		Stock Awards ($)^(1)(2)(3)		Total ($)

Aster Angagaw⁽⁴⁾		31,250		—		31,500

Mark A. Beck		232,500		175,000		407,500

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

Kenneth Gardner-Smith⁽⁵⁾		114,583		200,000		314,583

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

Rita F. Johnson-Mills⁽⁵⁾		83,333		160,417		243,750

Stephen W. Klemash		147,500		175,000		322,500

Teresa L. Kline⁽⁵⁾		83,333		160,417		243,750

Mark F. McGettrick⁽⁶⁾		70,000		175,000		245,000

Carissa L. Rollins⁽⁵⁾		69,221		140,655		209,876


Mark A. Beck
Principal Occupation: Co-founder and CEO of B-Square Precision, LLC Age 57 Director since 2019 Independent Director, Chair of the Board Committees: Audit, Executive		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. 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 63 Director since March 2020 Independent Director Committees: Our People & Culture, Executive, Governance & Nominating (Chair)		Background: Lieutenant General (three-stars) Bingham retired in September 2019 from the United States 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 42 Director since March 2022 Independent Director Committees: Audit; Governance & Nominating		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 healthcare, 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 Healthcare Age 68 Director since 2019 Independent Director Committees: Our People & Culture (Chair), Executive, Governance & Nominating		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 Healthcare from 2012 until his retirement in July 2017. Prior to that Mr. Henkel was the Chief Operating Officer of Ascension Healthcare from 2004 to 2011. Ascension Health, Inc. is the largest non-profit healthcare system in the United States 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 64 Director since June 2022 Independent Director Committees: Our People & Culture; 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.

Stephen W. Klemash
Principal Occupation: Retired Partner, Ernst & Young and EY Americas Center for Board Matters Age 62 Director since 2021 Independent Director Committees: Audit, Executive, Our People & Culture		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.



	Assuming Approval of the 2023 Omnibus Incentive Plan

Options Outstanding as of March 17, 2023		0

Weighted Average Exercise Price of Options Outstanding		N/A

Weighted Average Remaining Term of Options Outstanding		N/A

Restricted Stock Unit Awards Outstanding as of March 17, 2023		2,791,682

Restricted Stock Awards Outstanding as of March 17, 2023, Assuming Maximum Performance		541,881

Performance Stock Unit Awards Outstanding as of March 17, 2023, Assuming Target Performance		732,384

Performance Share Awards Outstanding as of March 17, 2023, Assuming Maximum Performance		0

Total Equity Awards Outstanding as of March 17, 2023 (Including Restricted Stock Units, Restricted Stock, Performance Stock Units and Performance Shares)		4,065,947

Common Shares Outstanding as of March 17, 2023		76,192,213

Overhang as of March 17, 2023⁽¹⁾		5.34	%

Shares Available for Future Grant under the 2023 Omnibus Incentive Plan⁽²⁾		4,025,000

Dilution under the 2023 Omnibus Incentive Plan, as a Percentage of Common Stock Outstanding as of March 17, 2023⁽³⁾		10.62	%



	Year 2022		Year 2021

Audit Fees⁽¹⁾	$	4,457,000	$	3,299,000

Audit-Related Fees⁽²⁾		38,000		31,000

Tax Fees⁽³⁾		310,000		286,000

All Other Fees⁽⁴⁾		9,000		2,000

Total	$	4,814,000	$	3,618,000



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

Mark A. Beck⁽³⁾	—		—	*

Gwendolyn M. Bingham	22,184		—	*

Kenneth Gardner-Smith	5,510		—	*

Robert J. Henkel⁽³⁾	28,000		—	*

Rita F. Johnson-Mills	4,713		—	*

Stephen W. Klemash	9,639		—	*

Teresa L. Kline	4,713		—	*

Edward A. Pesicka	1,325,329		—	1.74%

Carissa L. Rollins	4,490		—	*

Alexander J. Bruni	59,313		—	*

Tammy L. Gomez	48,288		—	*

Andrew G. Long	352,841		—	*

Jeffrey T. Jochims	111,050		—	*

Nicholas J. Pace	279,228		—	*

Daniel J. Starck	74,222		—	*

All Executive Officers and Directors as a group (18 persons)	2,731,660			3.59%



Name and Address of Beneficial Owner	Shares Beneficially Owned	Percentage Owned

BlackRock, Inc. 55 East 52nd Street, New York, NY 10055	12,310,205⁽¹⁾	16.16%

FMR LLC 245 Summer Street, Boston, MA 02210	11,435,145⁽²⁾	15.01%

The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355	8,582,472⁽³⁾	11.26%

Wellington Management Group LLP 280 Congress Street, Boston, MA 02210	7,468,216⁽⁴⁾	9.8%



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⁾	974,074	—	5,067,392⁽³⁾

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

Total	974,074	—	5,067,392



Named Executive Officer	Role	2022 Time in Role

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

Andrew G. Long	Executive Vice President & Chief Financial Officer (CFO) Executive Vice President, CEO, Products & Healthcare Services	January – October October – December

Alexander J. Bruni¹	Executive Vice President & CFO	October – December

Nicholas J. Pace	Executive Vice President, General Counsel & Corporate Secretary	Full Year

Daniel J. Starck²	Executive Vice President, President – Patient Direct & CEO of Apria, Inc.	March – December

Tammy L. Gomez³	Executive Vice President & Chief Human Resources Officer	July – December

Jeffrey T. Jochims⁴	Executive Vice President, Chief Operating Officer & President, Products & Healthcare Services	January-October



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

Long-Term Compensation Equity		• Stock Incentive Plan • 50% restricted stock units (RSUs) • 50% performance stock units (PSUs)

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



		Target	Actual¹	Achievement

2022 AIP (Paid in March 2023)	2022 Revenue (50%) 2022 Adjusted Operating Income (AOI) (50%)	$10,283.0 million $454.0 million	$9,981.2 million $379.6 million	41% 0%

2021 performance shares (Vest in March 2024)	2021 and 2022 Cumulative Adjusted Earnings Per Share (EPS)	$5.85	$6.57²	200%


Factors That Guided Compensation Decisions		• Executive compensation philosophy • Degree of achievement of key strategic financial and operational goals for 2021 (for base salary, annual bonus payments and equity grant decisions made in early 2022) and for 2022 (for base salary, annual bonus payments and equity grant decisions made in early 2023) • 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
2022 Compensation Program Changes		Equity Grants: The 2022 PSU grant design was updated from a two-year to a three-year performance period. The PSU metric is three-year cumulative adjusted EPS; in addition, the OP&C Committee added relative total shareholder return (TSR) as a modifier to further enhance alignment of our executives with shareholder returns relative to that of the Russell 3000 Medical Equipment and Services Sector Index.
Key 2022 Compensation Decisions		Base Salary Decisions Effective April 1, 2022, Messrs. Pesicka, Long, Pace and Jochims received base salary increases of 9.65%, 10.17%, 2.91% and 10.17%, respectively, as a result of their accomplishments in 2021 and responsibilities in 2022, and to keep their salaries generally aligned with the 50th percentile. Mr. Bruni’s base salary was set in October 2022 when he was appointed the Executive Vice President & CFO, replacing Mr. Long, who moved into the role of Executive Vice President, CEO, Products & Healthcare Services, replacing Mr. Jochims, who, at the request of the Company, resigned his position as an officer of the Company in October 2022. Mr. Starck’s base salary and incentive compensation targets were set when he joined the Company in March 2022. Ms. Gomez’s base salary was set when she joined the Company in July 2022. Annual Incentive Plan Decisions As a result of business performance in 2022, the overall annual bonus pool was funded at up to 21% of the target performance level. The NEOs were awarded annual bonus payments of approximately 21% of their individual target opportunities, paid in March 2023. Mr. Pesicka’s target annual bonus opportunity increased from 125% of base salary to 130% to align with the market. Equity Grant Decisions In 2022, the Company granted RSUs and PSUs to Messrs. Pesicka, Long, Pace and Jochims 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, 2022 through December 31, 2024, and modified based on relative TSR as measured by the Russell 3000 Medical Equipment and Services Sector Index. The Company granted Mr. Starck RSU and PSU awards on May 10, 2022, following the closing of the acquisition of Apria, Inc. by Owens & Minor in connection with his offer of employment. In addition to his annual equity grant, and as part of his agreement to join Owens & Minor, Mr. Starck received a one-time, three-year PSU award on May 10, 2022, with a grant value of $2,400,000. Mr. Starck’s one-time PSU award is based on Patient Direct segment three-year AOI, modified by the Owens & Minor PSU achievement levels achieved over that same three-year period. The Company granted Ms. Gomez sign-on RSUs and PSUs on July 11, 2022, as an incentive to join Owens & Minor.



	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	Reinforce ownership in the Company Support retention of executives

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

Time Horizon	1 year	3 years	3 years

Metrics	Revenue growth (50% weighting) Adjusted AOI (50% weighting)	Cumulative adjusted EPS Relative TSR as a modifier	Stock price appreciation Continued employment


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 2022, 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.



2022 Peer Companies

New Additions	Companies Retained	Removals

Baxter International Inc.	C.H. Robinson Worldwide, Inc.	Genuine Parts Company

Boston Scientific Corporation	DENTSPLY SIRONA Inc.	Premier, Inc.

Covetrus, Inc.²	Henry Schein, Inc.	The Cooper Companies, Inc.

Quest Diagnostics Incorporated	Hill-Rom Holdings, Inc.¹	United Natural Foods, Inc.

WESCO International, Inc	Patterson Companies, Inc.	Univar Solutions Inc.

Zimmer Biomet Holdings, Inc.	ResMed Inc.	WestRock Company

	STERIS PLC

	TD SYNNEX Corporation



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 (or above) are met

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 • Comprised of 50% PSUs and 50% RSUs • PSUs are tied to achievement of long-term corporate performance goals; executives earn shares if the Company meets certain operational, financial or shareholder return metrics as selected by the OP&C Committee over a three-year period • RSUs vests 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	2021 Salary			2022 Salary		Percent Change

Edward A. Pesicka		$912,000			$1,000,000		9.65	%

Andrew G. Long		$590,000			$ 650,000		10.17	%

Alexander J. Bruni		n/a	¹		$ 525,000		n/a

Nicholas J. Pace		$515,000			$ 530,000		2.91	%

Daniel J. Starck		n/a	²		$ 650,000		n/a

Tammy L. Gomez		n/a	³		$ 500,000		n/a

Jeffrey T. Jochims		$590,000			$ 650,000		10.17	%


	Corporate Performance			Individual Performance

Measure	Revenue	AOI	modified by	MBOs

Weighting	50%	50%		+/- 20%



		Summary of 2022 MBOs¹

Edward A. Pesicka		• Increase customer interactions to further build relationships and understand their needs • Strengthen our culture of diversity & inclusion to deliver results • Meet key financial metrics set forth in the 2022 AOP • Support deployment of the OM Business System across the organization • Increase shareholder engagement activities and frequency • Successfully complete the Apria integration and realize associated revenue and cost synergies

Andrew G. Long		• Meet key financial metrics set forth in the 2022 AOP • Utilize the OM Business System to deliver certain savings, increase shareholder engagement activities and frequency • Increase finance team talent through rotational program and competency development program • Increase proprietary product penetration • Reduce manufacturing costs/increasing efficiency • Profitable growth initiatives

Alexander J. Bruni		• Meet key financial metrics set forth in the 2022 AOP • Utilize the OM Business System to deliver savings

Nicholas J. Pace		• Successfully serve as executive sponsor of the Apria integration • Enhance and streamline the Company’s commercial contracting process • Successfully integrate the Quality Assurance & Regulatory Affairs functions of the P&HS segment

Daniel J. Starck		• Integration of Apria & Byram business as Patient Direct segment • Attain revenue and cost synergies associated with the Apria acquisition • Deliver 2022 annual operating plan of Apria & Byram

Tammy L. Gomez		• Enhance the organization ability to develop, retain and attract top talent • Strengthen our culture of diversity and inclusion to deliver results • Support the integration of the Apria acquisition



	Target as a % of Base Salary	Target Award Opportunity	Actual Amount Awarded	Actual as a % of Target

Edward A. Pesicka	130%	$1,300,000	$273,000	21%

Andrew G. Long	90%	$ 585,000	$122,850	21%

Alexander J. Bruni¹	80%	$ 420,000	$ 62,646	15%

Nicholas J. Pace	80%	$ 424,000	$ 89,040	21%

Daniel J. Starck²	120%	$ 780,000	$122,850	16%

Tammy L. Gomez³	70%	$ 350,000	$ 73,500	21%

Jeffrey T. Jochims⁴	90%	$ 585,000	n/a	n/a



2022 Long-Term Incentive Target Annual Award Values

Name	($) RSUs		No. of RSUs		($) PSUs		No. of PSUs		($) Total
Edward A. Pesicka		2,500,000		58,453		2,500,000		58,453		5,000,000
Andrew G. Long		1,150,000		26,889		1,150,000		26,889		2,300,000
Alexander J. Bruni¹		300,000		7,015		—		—		300,000
Nicholas J. Pace		650,000		15,198		650,000		15,198		1,300,000
Daniel J. Starck²		812,500		21,598		812,500		21,598		1,625,000
Tammy L. Gomez		500,000		15,904		500,000		15,904		1,000,000
Jeffrey T. Jochims		1,150,000		26,889		1,150,000		26,889		2,300,000



2021 Performance Shares Metric Performance

Performance Metric	Threshold 0%			Target 100%			Maximum 200%			2021-2022 Actual			Achievement

2021 and 2022 Cumulative Adjusted EPS		$	5.27		$	5.85		$	6.44		$	6.57¹		200	%



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		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
		2020		912,000		—		4,400,000		2,280,000		36,179		7,628,179



Andrew G. Long Executive Vice President, Chief Executive Officer, Products & Healthcare Services, Former Executive Vice President & Chief Financial Officer		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
		2020		500,000	$	250,000		700,000		800,000		89,266		2,339,266




Alexander J. Bruni Executive Vice President & Chief Financial Officer		2022	$	397,161		—	$	400,060	$	62,646		$ 15,494	$	875,361




Nicholas J. Pace Executive Vice President, General Counsel & Corporate Secretary		2022	$	525,731		—	$	1,278,152	$	89,040		$ 36,541	$	1,929,464
		2021		514,537		—		1,200,000		824,000		38,572		2,577,109
		2020		508,751		—		700,498		368,068		22,807		1,600,124



Daniel J. Starck Executive Vice President, President, Patient Direct & Chief Executive Officer of Apria, Inc.⁽⁵⁾		2022	$	637,500		—	$	4,341,851	$	122,850		$ 22,750	$	5,124,951



Tammy L. Gomez Executive Vice President & Chief Human Resources Officer⁽⁶⁾		2022	$	221,154		$400,000⁽⁷⁾	$	1,157,334	$	73,500		$ 982,419	$	2,834,407



Jeffrey T. Jochims Former Executive Vice President, Chief Operating Officer & President, Products & Healthcare Services⁽⁸⁾		2022	$	587,538		—	$	2,261,365		—		$ 16,294	$	2,865,197
		2021		577,442		—		1,900,000	$	1,062,000		38,233		3,577,675
		2020		534,296		—		800,000		872,435		25,276		2,232,007



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		$	594		$	12,200		$	3,100		$	50,514		$	81,408

Andrew G. Long			3,500			594			43,227			—			—			47,321

Alexander J. Bruni			—			594			12,200			2,700			—			15,494

Nicholas J. Pace			3,500			594			27,547			3,900			1,000			36,541

Daniel J. Starck			—			—			22,750			—			—			22,750

Tammy L. Gomez			2,975			297			385			—			978,762			982,419

Jeffrey T. Jochims			3,500			594			12,200			—			—			16,294