DEF 14A of Omnicell, Inc., Apr 4, 2024

DEF 14A of Omnicell, Inc.

Filed Apr 4, 2024 · FY20230001104659-24-043646

Open on EDGAR

  1. PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2024

    | | Page | | Severance and Change of Control Arrangements | 50 | | Potential Payments Upon Termination or Change of Control | 52 | | Risk Analysis of Our Compensation Plans | 53 | | CEO Pay Ratio | 54 | | Pay Versus Performance | 55 | | EQUITY PLAN INFORMATION | 60 | | PROPOSAL NO. 3: APPROVAL OF 2009 EQUITY INCENTIVE PLAN, AS AMENDED | 60 | | Equity Compensation Plan Information | 73 | | STOCK OWNERSHIP | 74 | | Security Ownership of Certain Beneficial Owners and Management | 74 | | Delinquent Section 16(a) Reports | 75 | | AUDIT MATTERS | 76 | | PROPOSAL NO. 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 76 | | Report of the Audit Committee of the Board of Directors | 77 | | ADDITIONAL INFORMATION | 78 | | Householding Of Proxy Materials | 78 | | Other Matters | 78 | | APPENDIX A: 2009 EQUITY INCENTIVE PLAN | A-1 |

  2. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS Omnicell’s Board presently has ten members. Following the conclusion of the Annual Meeting, as further described below, the Board will consist of nine members. The Board members are divided into three classes, each with a three-year term: Class II, with a term expiring at the Annual Meeting; Class III, with a term expiring in 2025; and Class I, with a term expiring in 2026. Three of the four directors currently serving in Class II, the class whose term of office expires at the Annual Meeting, have been nominated for re-election at the Annual Meeting: Randall A. Lipps, Mark W. Parrish, each of whom were previously elected by our stockholders, and Kaushik “Bobby” Ghoshal, who was elected to the Board in July 2023. The other Class II director, Vance B. Moore, will retire from the Board immediately following the Annual Meeting. The Company wishes to thank Mr. Moore for his contribution to the Board. The Board has determined to reduce the size of the Board to nine members, effective upon the Annual Meeting. If elected at the Annual Meeting, each of these three nominees would serve until the 2027 Annual Meeting of Stockholders and until his successor is elected and has qualified, or, if sooner, until the director’s death, resignation or removal. Although directors are elected by a plurality of votes, it is our policy that any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall submit his or her offer of resignation for consideration by the Corporate Governance Committee, which will then consider all of the relevant facts and circumstances and recommend to our Board the action to be taken with respect to such offer of resignation. Our Board will then act on our Corporate Governance Committee’s recommendation within ninety days following certification of the stockholder vote. Promptly following our Board’s decision, we will disclose that decision and an explanation of such decision in a filing with the Securities and Exchange Commission (“SEC”) or a press release. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors (unless the Board determines by resolution that any such vacancies will be filled by stockholders). A director elected by the Board to fill a vacancy in a class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is elected and qualified. It is the Company’s policy to encourage directors and nominees for director to attend the Company’s Annual Meeting of Stockholders. Six of the nine then-current directors attended our 2023 Annual Meeting of Stockholders. Our Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and management experience necessary to oversee and direct the Company’s business. To that end, the Corporate Governance Committee has evaluated the current directors in the broader context of the Board’s overall composition. The Corporate Governance Committee maintains a goal of recruiting directors who complement and strengthen the skills of other directors and who also exhibit integrity, collegiality, sound business judgment and other qualities, such as gender or racial/ethnic diversity, that the Corporate Governance Committee views as critical to effective functioning of the Board. For information about the director nominees and each director whose term is continuing after the Annual Meeting, including information regarding the specific and particular experience, qualifications, attributes or skills of each director nominee and continuing director that led the Corporate Governance Committee to believe that such individuals should serve on the Board, please refer to the section below entitled “Information about our Directors and Nominees.” THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.

  3. INFORMATION ABOUT OUR DIRECTORS AND NOMINEES

    INFORMATION ABOUT OUR DIRECTORS AND NOMINEES The following tables and the brief biographies that follow provide information, as of the date of this proxy statement, about each director nominee and each continuing director.

  4. INFORMATION ABOUT OUR DIRECTORS AND NOMINEES

    | | Age | Position(s) within Omnicell | Director Since | Class | Current Term Expires | Independent | Current Committee Membership(2) | | | | | | | | | | | | Audit(2) | Comp.(2) | Corp. Gov.(2) | M&A(2) | | Director Nominees | | | | | | | | | | | | Randall A. Lipps | 66 | President, Chief Executive Officer and Chairman of the Board | 1992 | II | 2024 | No | | | | | | Mark W. Parrish | 68 | Director | 2013 | II | 2024 | Yes | Chair | X | | | | Kaushik “Bobby” Ghoshal | 55 | Director | 2023 | II | 2024 | Yes | | | X | | | Continuing Directors | | | | | | | | | | | | Joanne B. Bauer | 68 | Lead Independent Director | 2014 | I | 2026 | Yes | | Chair | | | | Edward P. Bousa | 65 | Director | 2021 | III | 2025 | Yes | X | | | X | | Bruce E. Scott | 68 | Director | 2019 | III | 2025 | Yes | X | | Chair | Chair | | Mary Garrett | 65 | Director | 2022 | III | 2025 | Yes | | | X | | | Robin G. Seim | 64 | Director | 2019 | I | 2026 | Yes | | | | X | | Eileen J. Voynick | 69 | Director | 2024 | I | 2026 | Yes | | | X | | | Non-Continuing Director | | | | | | | | | | | | Vance B. Moore(1) | 63 | Director | 2012 | II | 2024 | Yes | | X | | X |

  5. INFORMATION ABOUT OUR DIRECTORS AND NOMINEES

    (1) Mr. Moore (a Class II director) will retire at the end of his current term, and therefore, his term as a director, including his positions as a member of the Compensation Committee and a member of the M&A Committee, will expire at the Annual Meeting. (2) In connection with the conclusion of Mr. Moore’s, term, the Board approved the following changes to the Company’s committee membership, to be effective following the Annual Meeting: (a) Ms. Garrett and Ms. Voynick will become members of the Compensation Committee; (b) Mr. Seim will become Chair of the Audit Committee and Mr. Parrish will step down as Chair of the Audit Committee but will remain a member of the Audit Committee; and (c) Mr. Bousa will become Chair of the M&A Committee, Mr. Scott will step down as chair of the M&A Committee but will remain a member of the M&A Committee, and Ms. Voynick and Mr. Ghoshal will become members of the M&A Committee. As reflected below, our three director nominees and six continuing directors exhibit a range of skills, experience, industry and professional background, tenure, diversity and perspectives that we believe enhance the Board’s ability to effectively fulfill its oversight responsibilities.

  6. Board Diversity Matrix

    Board Diversity Matrix The table below provides information regarding certain diversity attributes of our directors as of April 4, 2024, with categories as set forth by Nasdaq Listing Rule 5605(f).

  7. Board Diversity Matrix

    | Total Number of Directors: 10 | | | | | Female | Male | | Gender Identity | | | | Directors | 3 | 7 | | Demographic Background | | | | African American or Black | ― | 1 | | Asian | ― | 1 | | White | 3 | 5 |

  8. Diversity of Experience

    Diversity of Experience The following graphics represent certain characteristics of our continuing directors and nominees.

  9. Diversity of Experience

    | Diversity of Tenure Balanced tenure is reflective of thoughtful refreshment | Independence 89% of directors are independent | | | |

  10. Gender and Racial/Ethnic Diversity

    Gender and Racial/Ethnic Diversity

  11. Gender and Racial/Ethnic Diversity

    | 55% of directors are women or racially or ethnically diverse | 2 of 3 Committee Chairs are women or racially or ethnically diverse | | | |

  12. Director Nominees

    Director Nominees

  13. Class II Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

    Class II Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

  14. Randall A. Lipps

    Randall A. Lipps Randall A. Lipps, age 66, has served as Chairman of the Board and a director of Omnicell since founding Omnicell in September 1992, and as its President and Chief Executive Officer since October 2002. From June 2013 to October 2018, Mr. Lipps was a director of Invuity, Inc., a medical device company. Mr. Lipps serves as a member of the Board of Trustees of the American Nurses Foundation. Mr. Lipps received both a B.S. in economics and a B.B.A. from Southern Methodist University. The Corporate Governance Committee believes Mr. Lipps’ extensive knowledge of the Company, including his founding of the Company and his nearly three decades of leading the Company as the President and CEO, provide the Board with invaluable current knowledge of the Company and extensive knowledge of the industry’s needs for improvements in healthcare economics and patient safety. In addition, his role in the operations of the Company provides the Board with a practical understanding of the issues and opportunities facing the Company.

  15. Mark W. Parrish

    Mark W. Parrish Mark W. Parrish, age 68, has served as a director of Omnicell since January 2013. Mr. Parrish served as Chief Executive Officer of TridentUSA Health Services, a provider of mobile X-ray and laboratory services to the long-term care industry, from 2008 to August 2018, and as Executive Chairman of TridentUSA Health Service from August 2018 to September 2019. In February 2019, TridentUSA Health Services filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Commencing in 1993, Mr. Parrish 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 and Vice Chairman of Viatris, Inc. (formerly, Mylan N.V.), a global pharmaceutical company, as the Chairman of Safecor, a privately held hospital services firm, as President of the International Federation of Pharmaceutical Wholesalers, an association of pharmaceutical wholesalers and pharmaceutical supply chain service companies, and is a 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, provides the Board with valuable insight regarding the healthcare industry and, specifically, the long-term care market.

  16. Kaushik “Bobby” Ghoshal

    Kaushik “Bobby” Ghoshal Kaushik “Bobby” Ghoshal, age 55, has served as a director of Omnicell since July 2023. He was originally identified as a candidate to serve as a director by an independent professional search firm. He is currently the Chief Commercial Officer, SaaS of ResMed Inc. (“ResMed”), a global leader in digital health and cloud-connected medical devices, he previously served as President — SaaS Business from August 2021 to December 2023, and served as Chief Technology Officer of ResMed, from April 2018 until August 2021. Prior to that, Mr. Ghoshal served as Chief Operating Officer for Brightree LLC, a ResMed-owned provider of cloud-based SaaS for out-of-hospital care from June 2016 until April 2018. From 2012 until 2016, Mr. Ghoshal served as ResMed’s Vice President, Information Technology. Prior to 2012, Mr. Ghoshal held a number of technology management positions with Freescale Semiconductor, Motorola, Compuware and Wipro Infotech. Mr. Ghoshal holds an M.B.A. from Arizona State University and a B.S. degree in electronics engineering and telecommunications from the National Institute of Technology in Calicut, India. The Corporate Governance Committee believes Mr. Ghoshal’s extensive leadership experience in the healthcare and technology industries, including digital health and cloud computing, provides the Board with valuable expertise, particularly with respect to software products, digital and business transformation, information security, data analytics and artificial intelligence and machine learning. In addition, the Corporate Governance Committee considers Mr. Ghoshal’s business leadership experience to be an important asset to the Board.

  17. Continuing Directors

    Continuing Directors

  18. Class I Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Class I Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

  19. Joanne B. Bauer

    Joanne B. Bauer Joanne B. Bauer, age 68, has served as a director of Omnicell since January 2014. Since October 2013, Ms. Bauer has served as a Director of Advocate Health Inc. (and its predecessors Aurora Healthcare and Advocate Aurora Health), an integrated not-for-profit healthcare provider serving communities throughout eastern Wisconsin, northern Illinois, North Carolina and Georgia. From October 2001 until June 2014, Ms. Bauer served as President of Global Health Care at Kimberly-Clark Corporation, a global consumer packaged goods company. 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 in various management and marketing roles, provide the Board with valuable insight regarding the healthcare industry.

  20. Robin G. Seim

    Robin G. Seim Robin G. Seim, age 64, has served as a director of Omnicell since March 2019. Mr. Seim initially joined Omnicell in January 2006 and served in various financial and operational leadership roles, including Chief Financial Officer from January 2006 to August 2015 and President of Global Automation and Medication Adherence from March 2016 until his retirement in March 2019. Prior to joining Omnicell, Mr. Seim served as Chief Financial Officer of several technology companies, including Villa Montage Systems, Inc. from 1999 to 2001, Candera, Inc. from 2001 to 2004 and Mirra, Inc., in 2005. Prior to 1999, Mr. Seim held a number of management positions with Nortel Networks, Bay Networks and International Business Machines Corporation (“IBM”). Mr. Seim received a B.S. in accounting from California State University, Sacramento. The Corporate Governance Committee believes Mr. Seim brings to the Board a deep understanding of the Company’s financial and business operations and the healthcare industry, gained through his 13 years of experience as an executive officer of Omnicell in various financial and operational leadership roles. The Corporate Governance Committee believes that Mr. Seim’s extensive knowledge of the Company and its industry, combined with his prior financial expertise and leadership experience, provide the Board with invaluable insights into the Company’s financial and business operations, the healthcare industry, as well as financial and operational matters generally.

  21. Eileen J. Voynick

    Eileen J. Voynick Eileen J. Voynick, age 69, has served as a director of Omnicell since January 2024. She was originally identified as a candidate to serve as a director by a professional search firm. Ms. Voynick served as Chief Executive Officer of Sparta Systems, a leading provider of enterprise-quality management software solutions, from July 2011 to April 2018. Prior to joining Sparta Systems, she served as the Chief Operating Officer at Allscripts from 2009 until 2011. From 2007 until 2009, she served as Executive Vice President of global sales, services, and support at Misys. Ms. Voynick served in various management positions at Oracle, SAP, Siebel Systems, Gartner, Ariba and Accenture from 1994 until 2007. She served as a director at AdvancedMD from March 2016 to September 2018, as a member of the Board of Trustees and Executive Committee of Jefferson Health from 2017 to July 2020, as the Chair of the Board of Trustees of Philadelphia University from 2013 to July 2017, as a member of the Board of Trustees of Thomas Jefferson University from 2017 to July 2020 and as Chair of the Jefferson Academic Board of the Thomas Jefferson University from 2017 to 2019. Ms. Voynick is currently Board Chair of AGS Health, a revenue cycle management provider, having served since April 2021. Ms. Voynick formerly served on the board of directors of Skydeck Acquisition Corp., a special purpose acquisition company, from April 2021 until April 2023, CDK Global, Inc., a leading provider of integrated data and technology solutions to the automotive, heavy truck, recreation and heavy equipment industries from June 2016 until July 2022 and r3, an enterprise blockchain technology company from June 2018 until June 2023. Ms. Voynick holds a B.S. in finance from Philadelphia University. The Corporate Governance Committee believes Ms. Voynick’s extensive leadership and management experience in the healthcare and technology industry, including serving as chief executive officer of an enterprise-quality management software solutions provider and chief operating officer of a medication management solutions company, as well as other management roles, provides the Board with valuable insight regarding the healthcare industry.

  22. Class III Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

  23. Edward P. Bousa

    Edward P. Bousa Edward P. Bousa, age 65, has served as a director of Omnicell since July 2021. He was a partner at Wellington Management Company LLC, an investment management firm, from 2005 until June 2020. Prior to that, Mr. Bousa held positions of increasing responsibility upon joining Wellington Management Company LLC in April 2000. Mr. Bousa was a mutual fund manager at Putnam Investments, LLC from 1992 to 2000. From 1983 to 1992, he was an equity research analyst and portfolio manager at Fidelity Investments, Inc. Mr. Bousa began his career as a commodity merchandiser at Louis Dreyfus Corporation from 1980 to 1982. Mr. Bousa is a Chartered Financial Analyst. He has also served as a director of Azenta, Inc., a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry, since January 2024, including as a member of the Audit and Environmental, Social and Governance Committees. He received a B.A. in economics from Williams College and an M.B.A. from the Harvard Business School. The Corporate Governance Committee believes Mr. Bousa’s extensive background and experience working with financial institutions through the capital markets brings valuable expertise to the Board. In addition, the Corporate Governance Committee considers Mr. Bousa’s financial and leadership skills and managerial roles, as well as his background and experience as an investment professional to be important assets to the Board.

  24. Bruce E. Scott

    Bruce E. Scott Bruce E. Scott, age 68, has served as a director of Omnicell since May 2019. From April 2014 to November 2018, Mr. Scott served as President of the EnvisionPharmacies division of EnvisonRxOptions, a healthcare and pharmacy benefit management company and a subsidiary of the Rite Aid Corporation. From September 2008 to April 2012, Mr. Scott held various executive roles at Medco Health Solutions, Inc., a pharmacy benefit management company, including President of Accredo Infusion Services, President of Critical Care Systems and Senior Vice President and Chief Pharmacist. From 2004 to July 2008, Mr. Scott was Chief Operating Officer of McKesson Medication Management LLC, a provider of pharmacy management services. Previously, he held several senior leadership roles at Allina Hospitals and Clinics, including as the Director of Pharmacy of United Hospital from 1987 to 1998. Mr. Scott serves as Chair of the University of Wisconsin, School of Pharmacy Board of Visitors, an advisory board for the School of Pharmacy. Mr. Scott received a B.S. in pharmacy from the University of Wisconsin and an M.S. in pharmacy administration from the University of Kansas where he also completed a pharmacy residency program. The Corporate Governance Committee believes Mr. Scott’s leadership and management in the healthcare industry, and his extensive background and experience with pharmacy benefit management and healthcare payers in particular, provide the Board with valuable insight regarding the healthcare industry in general, as well as the internal operations and needs of our pharmacy customers.

  25. Mary Garrett

    Mary Garrett Mary Garrett, age 65, has served as a director of Omnicell since May 2022. Ms. Garrett is currently the President of M. Power Coaching and Consulting, LLC, a firm focused on developing executive leaders and helping organizations align brand and culture, customer experience and employee engagement for positive impact on business vitality and growth. Ms. Garrett has held this position since June 2018. From September 2008 until December 2015, Ms. Garrett served as the chief marketing officer, global markets at IBM, a leading global provider of technology products and services. Prior to that, Ms. Garrett served as vice president, IBM Global Technology Services, from 2005 to 2008, as vice president, channels, small and medium business, tech services from 2002 to 2004 and vice president, marketing e-business hosting during 2001. She joined IBM as an electrical engineer and served in key positions of increasing authority and responsibility from 1981 to 2001. Ms. Garrett currently serves as a director of PROCEPT BioRobotics Corp., a surgical robotics company, and has served on the board of this company since December 2021. Ms. Garrett previously served as a director of Ethan Allen Interiors, Inc., a leading interior design company, manufacturer and retailer in the home furnishings marketplace, from January 2016 until November 2021, and was a member of the Audit Committee. She has also served as a director of Hillrom Corporation (subsequently acquired by Baxter International, Inc.), 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. The Corporate Governance Committee believes Ms. Garrett’s extensive background and experience in the technology industry, including digital transformation, big data and cognitive analytics, cybersecurity and cloud computing, provides the Board with valuable expertise. In addition, the Corporate Governance Committee considers Ms. Garrett’s marketing expertise and business leadership experience, as well as her broad international background, to be important assets to the Board.

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We believe it is essential for our long-term success to attract highly talented candidates for our Board. Commensurate with this philosophy, the Board compensates its non-employee directors with long-term equity-based compensation and a cash fee on a quarterly basis. In determining the number of shares of restricted stock to be awarded to non-employee directors as part of their annual and/or new director equity grant, the Board uses the 20-day average closing price of the Company’s common stock for the period immediately preceding the restricted stock grant date. The Board’s fiscal year 2023 non-employee director compensation program is further described below, which did not change as compared to the fiscal year 2022 non-employee director compensation program. Each non-employee director is entitled to receive cash compensation in the amount of $22,500 per quarter at the time of and upon physical attendance, or attendance via electronic means, at each quarterly Board meeting and is eligible for reimbursement for expenses incurred in attending Board and committee meetings. Each new non-employee director is entitled to receive a restricted stock grant with a targeted value of $160,000 as of the grant date, which will vest in full on the date of the following annual meeting, so long as the recipient remains a director until such date. • Each non-employee director continuing his or her service on the Board following the annual meeting of stockholders is entitled to receive a restricted stock grant with a targeted value of $160,000 as of the grant date, which will vest in full on the date of the following annual meeting, so long as the recipient remains a director until such date. • Committee members and chairpersons, as well as the Lead Independent Director, are eligible for additional compensation for their service as follows:

  27. DIRECTOR COMPENSATION

    | Position | Annual Cash Fees(1) ($) | Meeting Fees(2) ($) | Targeted Value of Annual Restricted Stock Grant(3) ($) | Total Value of Annual Compensation ($) | | Audit Committee Chairperson | 20,000 | 1,250 | 20,000 | 40,000 | | Audit Committee Member (non-Chair) | 10,000 | 1,250 | 10,000 | 20,000 | | Compensation Committee Chairperson | 20,000 | 1,250 | 20,000 | 40,000 | | Compensation Committee Member (non-Chair) | 10,000 | 1,250 | 10,000 | 20,000 | | Corporate Governance Committee Chairperson | 11,000 | 1,250 | 11,000 | 22,000 | | Corporate Governance Committee Member (non-Chair) | 7,500 | 1,250 | 7,500 | 15,000 | | Mergers & Acquisitions Committee Member | — | 1,250 | — | — | | Lead Independent Director | 17,500 | — | 17,500 | 35,000 |

  28. DIRECTOR COMPENSATION

    (1) Annual cash fees are paid in four equal installments at each quarterly Board meeting. (2) Represents the per-meeting cash compensation fee received by each member of the M&A Committee for each meeting duly convened and held that such member attends, as well as for certain other non-regularly scheduled meetings of the other committees of the Board duly convened and held that such member attends. Such compensation is paid quarterly in arrears at each quarterly Board meeting. (3) Represents the targeted value of restricted stock granted to each non-employee director serving in such capacity (as a chairperson, committee member or Lead Independent Director, as applicable) at the time of the annual meeting of stockholders. Such grant will vest in full at the following year’s annual meeting of stockholders, so long as the director continues to serve as a director. • If a new non-employee director does not begin his or her initial term coincident with the occurrence of the annual meeting of stockholders or a non-employee director joins a committee during the current board year, such director is entitled to receive his or her applicable restricted stock grants described above which will generally be awarded on a pro-rata basis covering his or her service up to the next annual meeting. The table below summarizes, for fiscal year 2023, certain information with respect to the compensation of all non-employee directors of Omnicell. Mr. Lipps, our Chairman, President and CEO, did not receive compensation for serving on the Board. Please see the 2023 Summary Compensation Table for the compensation received by Mr. Lipps for his service as our Chairman, President and CEO.

  29. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

  30. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    | Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Option Awards(4) ($) | All Other Compensation ($) | Total ($) | | Joanne B. Bauer | 127,500 | 214,187 | — | — | 341,687 | | Edward P. Bousa | 117,500 | 184,299 | — | — | 301,799 | | Mary Garrett | 97,500 | 181,634 | — | — | 279,134 | | Kaushik “Bobby” Ghoshal(5) | 24,375 | 149,549 | — | — | 173,924 | | Vance B. Moore | 100,000 | 184,299 | — | — | 284,299 | | Mark W. Parrish | 126,250 | 202,557 | — | — | 328,807 | | Bruce E. Scott | 108,750 | 189,017 | — | — | 297,767 | | Robin G. Seim | 127,500 | 195,174 | — | — | 322,674 | | Sara J. White(6) | 101,000 | 185,452 | — | — | 286,452 |

  31. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    (1) Cash amounts included in this column represent cash fees paid to each non-employee director for his or her Board or committee service during fiscal year 2023. Cash fees are paid on a quarterly basis at each quarterly Board meeting. (2) The dollar amounts in this column represent the grant date fair value of stock awards calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718 “Stock Compensation” (“ASC Topic 718”) based on the closing stock price on the date of grant. (3) The aggregate number of shares subject to restricted stock awards outstanding as of December 31, 2023, all of which were granted in fiscal year 2023, for each of the non-employee directors listed in the table above was as follows: Ms. Bauer, 2,974; Mr. Bousa, 2,559; Ms. Garrett, 2,522; Mr. Ghoshal, 2,402; Mr. Moore, 2,559; Mr. Parrish, 2,825; Mr. Scott, 2,637; Mr. Seim, 2,710; and Ms. White, 2,575. (4) No options were granted to the individuals in the table in fiscal year 2023. The aggregate number of shares subject to outstanding stock options held by each of the non-employee directors listed in the table above as of December 31, 2023 was as follows: Ms. Bauer, 0; Mr. Bousa, 0; Ms. Garrett, 0; Mr. Ghoshal, 0; Mr. Moore, 0; Mr. Parrish, 0; Mr. Scott, 6,381; Mr. Seim, 6,381; and Ms. White, 0. (5) Mr. Ghoshal became a director as of July 6, 2023 and his cash fees were pro-rated to reflect his service during 2023. Given how soon after the 2023 annual meeting of stockholders Mr. Ghoshal joined the Board, he received the full amount of his initial restricted stock grant. (6) Ms. White resigned from the Board on January 5, 2024. Following her separation from the Board in fiscal year 2024, Ms. White and the Company entered into a consulting agreement under which Ms. White will provide limited monthly consulting services. The consulting agreement has a term of one year, subject to a one-year renewal term, and Ms. White will receive an annual consulting fee of $45,000 and an additional fee of $11,250 (subject to an annual maximum fee of $45,000) for attendance at each regularly scheduled quarterly Board meeting that Ms. White is invited to attend.

  32. Executive Transitions

    Executive Transitions During the course of 2023, Omnicell experienced several executive transitions that impacted executive officer compensation. Specifically on June 1, 2023, Mr. Etta was appointed Executive Vice President and Chief Financial Officer, and the compensation arrangements for Mr. Etta were driven by individual negotiations pursuant to his employment offer rather than pursuant to the Company’s historical practices. In addition, each of Ms. Mellon and Messrs. Kuipers and Seidelmann were terminated by the Company without cause during 2023. In connection with their separations, they received benefits under the Company’s Executive Severance Plan, which was adopted and became effective on July 30, 2023. Mr. Etta’s compensation arrangements upon his appointment as an executive officer are discussed in the CD&A section titled “Employment Arrangements” below and Ms. Mellon’s and Messrs. Kuipers’ and Seidelmann’s compensation arrangements upon their respective terminations are discussed in the CD&A section titled “Severance and Change of Control Arrangements.”

  33. “Pay for Performance” Program Design

    The “Other NEOs, Average Target Pay Mix” chart as set forth above excludes the one-time cash bonus and one-time sign on equity award of 24,000 RSUs granted to Mr. Etta in connection with his hiring and appointment as Executive Vice President and Chief Financial Officer of the Company given the one-time nature of these awards and that the awards are not representative of the Company’s typical compensation practices.

  34. Elements of Our Executive Compensation Program

    | 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, although adjustments may be made to recognize individual performance | | 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: • non-GAAP EBITDA Target (quarterly and annual) • non-GAAP EBITDA Threshold (annual) • Advanced Services Revenue Threshold (annual) • non-GAAP Free Cash Flow Threshold (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 performance period as measured against the Nasdaq Health Care 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 |

  35. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee engaged the services of Exequity in 2023, to serve as an independent advisor to the Compensation Committee to assist in reviewing the compensation of the Company’s executive officers. At the request of the Compensation Committee, Exequity identified companies for a competitive market analysis, as discussed in the section below entitled “Competitive Market Analysis.” Exequity ultimately developed recommendations regarding 2023 executive compensation levels and types of compensation elements that were presented to the Compensation Committee for its consideration. For additional information regarding the engagement of Exequity as compensation consultant and its roles in advising with respect to our 2023 executive compensation, please refer to the section above entitled “Board and Corporate Governance Matters — Information Regarding Compensation Committees of the Board of Directors — Compensation Committee — Compensation Committee Processes and Procedures.”

  36. Competitive Market Analysis

    Competitive Market Analysis As part of its engagement, Exequity worked closely with the Compensation Committee to identify comparable peer companies, provided the Compensation Committee with reports summarizing a comparison of the total compensation of our executive officers with such peer companies and provided an assessment of the specific elements of our executive compensation components in relation to the peer companies. The Compensation Committee believes a competitive market analysis of executive compensation is crucial to maintaining compensation levels competitive with other leading technology companies with which we compete for personnel. Additionally, the competitive market analysis provides guideposts, that the Compensation Committee uses to determine the size, mix and components of executive compensation. Historically it has been, and continues to be, challenging to find appropriately sized industry competitors for comparison. Therefore, the Compensation Committee, with the assistance of Exequity, has developed a group of publicly traded companies viewed as comparable to the Company based on the following selection criteria that we believe provides a meaningful cross section from which to benchmark executive compensation: Companies with similar revenue size to ours (i.e., approximately 0.5 times to 3.0 times our then-current trailing twelve-month revenue); Companies with a similar market capitalization, enterprise value, EBITDA, or number of employees as ours; • Companies with similar financial structures or limitations (i.e., cyclicality, outsourcing strategies); • Industry similarity, to the extent possible, with a primary focus on three industry subcategories that we believe are representative of portions of our business: the healthcare management and software industry; the medical equipment and supplies industry; and the logistics and supply chain management and manufacturing industry (software companies are also considered and included where appropriate); and • Companies, to the extent reasonable, with which we believe we may compete for executive personnel. For the decisions relating to the 2023 compensation of our NEOs (other than Mr. Etta), including the long-term equity compensation awards approved for Messrs. Lipps and Manley in May 2023, the Compensation Committee utilized a report prepared by Exequity in late 2022 (the “2023 Peer Group Report”). To the extent that there are statements relating to percentiles included in this Compensation Discussion and Analysis, they are intended to reference performance against peer companies as identified in the 2023 Peer Group Report. Mr. Etta joined the Company and was appointed Executive Vice President and Chief Financial Officer in June 2023 and his compensation levels were determined in connection with his hiring. In connection with Mr. Etta’s employment offer, the Compensation Committee considered market data gathered by Exequity based on companies in our 2023 peer group as identified in the 2023 Peer Group Report, as well as other factors discussed below in the section entitled “Elements of Compensation and 2023 Determinations.” The companies identified for benchmark comparison in the 2023 Peer Group Report and selected by the Compensation Committee as our 2023 peer group were as follows:

  37. Competitive Market Analysis

    | 2023 Peer Group | | | | • Abiomed, Inc. | • GoodRx Holdings, Inc. | • MultiPlan, Inc. | | • ACI Worldwide, Inc. | • Haemonetics Corporation | • Nutanix, Inc. | | • Allscripts Healthcare Solutions, Inc. | • HealthEquity, Inc. | • NuVasive, Inc. | | • Blackbaud Inc | • ICU Medical, Inc. | • Pegasystems Inc. | | • CONMED Corporation | • Integra LifeSciences Holdings Corporation | • R1 RCM Inc. | | • Evolent Health, Inc. | • Masimo Corp. | • Teladoc Health, Inc. | | • Globus Medical, Inc | • ModivCare Inc. | |

  38. Competitive Market Analysis

    The Compensation Committee and its compensation consultant strive to maintain a consistent peer group year over year for comparability of competitive analysis. However, on a yearly basis, the peer group is reviewed and refined to take into consideration comparability of peer companies’ financial performance relative to Omnicell, as well as the acquisition of or any fundamental changes in the peer companies’ operating businesses. As part of this review process, the Compensation Committee made the following changes to the 2022 peer group in determining the 2023 peer group: • Removed Inovalon Holdings, Inc. as it was acquired in 2021; • Removed Commvault Systems, Inc., Manhattan Associates, Inc. and Phreesia, Inc., each of which no longer matched the peer group selection criteria described above; and • Added the following companies due to: (i) being a competitor in the software-as-a service space, and/or (ii) financial profile or size comparability: Abiomed, Inc.; ACI Worldwide, Inc.; Integra LifeSciences Holding Corporation; ModivCare, Inc.; R1 RCM Inc.; and Teladoc Health, Inc. As of the date of the 2023 Peer Group Report, our revenue registered at the 51st percentile of the companies in the 2023 peer group and our market capitalization registered at the 75th percentile of the companies in the 2023 peer group.

  39. Cash Compensation

    Cash Compensation Overview. The cash component of our executive compensation program serves a two-fold purpose. Base salaries are intended to provide financial stability, predictability and security of compensation for our executive officers for fulfilling their core job responsibilities, while the performance-based cash bonus plan is intended to incentivize and reward the achievement of predetermined corporate and individual short-term objectives. The Compensation Committee’s objective that provides guidance in its cash compensation decision-making has been, and continues to be, for each executive officer to be able to achieve (i) approximately between the 50th and 75th percentiles for comparable positions identified in the 2023 Peer Group Report in total cash compensation, assuming achievement of each of his or her performance objectives, resulting in payment in full of the executive’s total performance-based cash bonus and (ii) approximately the 50th percentile for comparable positions identified in the 2023 Peer Group Report in base salary. The Compensation Committee analyzes compensation from the 2023 Peer Group Report, input from Exequity, and management’s financial forecasts for the upcoming fiscal year to determine the level of each component of an executive’s total cash compensation targets. The Compensation Committee takes into consideration a competitive market analysis of competitive pay practices for comparable positions identified in the 2023 Peer Group Report, with a view toward maintaining consistent bonus percentages among the Company’s executive officers and targeting total cash compensation between the 50th and 75th percentiles for each executive officer as compared to the peer group. The Compensation Committee determined the base salary for Mr. Etta, who joined the Company in June 2023, taking into consideration various factors including market data gathered by Exequity for comparable positions based on our 2023 peer group, the scope of Mr. Etta’s role, his qualifications and prior experience, other input provided by Exequity and the recommendation of our CEO. With respect to Mr. Manley, in February 2023, the Compensation Committee determined to increase Mr. Manley’s base salary by 5.6% after considering individual performance and the 2023 Peer Group Report. Subsequent to these actions, in May 2023, Mr. Manley was appointed as Chief Legal and Administrative Officer, effective as of June 1, 2023. In light of Mr. Manley’s appointment and the increased scope and responsibilities, the Compensation Committee approved an additional increase of approximately 5.3% to Mr. Manley’s annual base salary, as well as an increase to his individual bonus target as a percentage of base salary, each effective in June 2023. 2023 Base Salary and Total Cash Compensation Determination. In determining targeted total cash compensation for 2023, the Compensation Committee used its objective of base salary compensation at the 50th percentile as guidance, and targeting total cash compensation between the 50th and 75th percentiles, including performance-based cash compensation elements, in each case as compared to the peer group. The table below sets forth, for each then-serving NEO, 2023 base salary and the targeted total cash compensation approved by the Compensation Committee in February 2023, the corresponding percentile that such targeted total cash compensation represented in comparison to peer companies identified in the 2023 Peer Group Report, and the percentage increase such approved 2023 targeted total cash compensation represented from the 2023 targeted total cash compensation that was approved.

  40. Cash Compensation

    | Named Executive Officer | 2023 Base Salary(1) ($) | 2023 Base Salary Percentile to Peer Group | 2023 Targeted Total Cash Compensation(1) ($) | 2023 Targeted Total Cash Percentile to Peer Group | 2022 Targeted Total Cash Compensation ($)(2) | 2022 Targeted Total Cash Percentile to Peer Group | Percentage Increase from 2022 Targeted Total Cash | | Randall A. Lipps | 813,100 | >75th | 1,829,475 | >75th | 1,829,475 | 50th – 75th | 0% | | Corey J. Manley | 400,000(3) | <50th | 760,000 | 50th – 75th | 540,000 | <50th | 40.7%(3) | | Peter J. Kuipers(4) | 472,800 | >75th | 898,320 | >75th | 898,320 | >75th | 0% | | Scott P. Seidelmann(4) | 457,100 | >75th | 868,490 | >75th | 868,490 | >75th | 0% | | Christine Mellon(4) | 400,000 | >75th | 760,000 | >75th | 760,000 | 50th – 75th | 0% |

  41. Cash Compensation

    2023 base salary and 2023 targeted total cash compensation refer to an executive officer’s annualized salary and incentive target effective February 2023 (June 5, 2023 for Mr. Manley), assuming, in the case of 2023 targeted total cash compensation, achievement of 100% of an executive officer’s Individual Targets (as defined below) and the achievement of the Corporate Threshold Targets (as defined below). (2) 2022 base salary and 2022 targeted total cash compensation refer to an executive officer’s annualized salary and incentive target effective July 2022, assuming, in the case of 2022 targeted total cash compensation, achievement of 100% of an executive officer’s Individual Targets (as defined below) and the achievement of the Corporate Threshold Targets (as defined below). (3) With respect to Mr. Manley, in February 2023, the Compensation Committee determined to increase Mr. Manley’s base salary by 5.6% after considering individual performance and the 2023 Peer Group Report. Subsequent to these actions, in May 2023, Mr. Manley was appointed as Chief Legal and Administrative Officer, effective as of June 1, 2023. In light of Mr. Manley’s appointment and the increased scope and responsibilities, the Compensation Committee approved an additional increase of approximately 5.3% to Mr. Manley’s annual base salary, as well as individual bonus target increase as a percentage of base salary, each effective in June 2023. (4) As previously disclosed, Mr. Kuipers separated from the Company in August 2023, Ms. Mellon separated from the Company in October 2023 and Mr. Seidelmann Separated from the Company in November 2023. Performance-Based Bonus. The second component of cash compensation for our executive officers is a quarterly performance-based bonus, which is intended to be a substantial component of our executives’ cash compensation. The Compensation Committee determines each executive officer’s performance-based bonus target (as a percentage of his or her base salary), taking into consideration the competitive market analysis in the 2023 Peer Group Report, with a view towards maintaining consistent bonus percentages amongst the Company’s executive officers and targeting total cash compensation between the 50th and 75th percentiles for each executive officer as compared to the 2023 peer group. The performance-based bonus target percentages for 2023 remained the same as those determined by the Compensation Committee for 2022, except that with respect to Mr. Manley in February 2023, the Compensation Committee determined to increase Mr. Manley’s performance-based bonus target to 75%, after considering individual performance and the 2023 Peer Group Report. Subsequent to these actions, in May 2023, Mr. Manley was appointed as Chief Legal and Administrative Officer, effective as of June 1, 2023, and in light of Mr. Manley’s appointment and the increased scope and responsibilities, the Compensation Committee approved an additional increase in Mr. Manley’s percentage-based bonus target to 90%, effective in June 2023. The Compensation Committee continued to use the bonus plan established in March 2010 (the “2010 Bonus Plan”) to determine the performance-based bonuses for 2023. Under the 2010 Bonus Plan, the Company maintained its quarterly threshold target provision, under which the Company had to meet a certain threshold strategic financial performance criterion set by the Compensation Committee for an executive to earn any cash bonus (the “Corporate Threshold Target”) for a particular quarter. Failure to meet the Corporate Threshold Target results in forfeiture of any bonus for the quarter. Upon successful achievement of the Corporate Threshold Targets in a given quarter, the executive was then eligible to receive his or her individual bonus amounts, derived as a percentage of his or her quarterly salary, based on such executive’s achievement of his or her individual objectives (“Individual Targets”). Failure to meet an Individual Target results in forfeiture of the percentage of cash bonus associated with the Individual Target. Generally, the Corporate Threshold Target and Individual Targets are binary performance measures such that either the measures are met and an executive is eligible for 100% of his or her cash bonus amount or if either the Corporate Threshold Target or an Individual Target is not met the executive will not receive a cash bonus amount. For the first, second, third and fourth quarters of 2023, if the applicable Corporate Threshold Target was met and all of a participant’s Individual Targets were achieved, the executive would receive 100% of his or her eligible cash bonus amount (the “Incentive Target”) for the quarter. If the Corporate Threshold Target was not met for the quarter, the executive was ineligible for a cash bonus. Similarly, if an executive failed to meet an Individual Target the executive was ineligible for the percentage of cash bonus associated with that Individual Target (for example, if an executive had four Individual Targets for a given quarter that were equally weighted (i.e., each Individual Target was worth 25% of the Incentive Target), if an executive failed to meet one Individual Target but met the other three Individual Targets, the executive would be eligible to receive only 75% of the Incentive Target). In addition, the 2010 Bonus Plan allows the Compensation Committee to set additional threshold or overachievement bonus payment criteria to reward executives for particularly high company performance or for the achievement of specified financial target(s) that are of strategic importance to the Company (the “Strategic Goals”), which are typically set in the first quarter of the fiscal year. 2023 Performance Metrics. In light of the market environment and expected headwinds and macroeconomic uncertainty for 2023, as well as to further emphasize a focus on profitable growth, for each of the first, second, third and fourth quarters of 2023, the Compensation Committee set one Corporate Threshold Target that consisted of one performance criterion based on the Company achieving a quarterly non-GAAP EBITDA amount. This was set at the minimum amount required to meet the cash equivalent of that quarter’s desired non-GAAP EBITDA (the “Profit Target”). The Profit Target for the first, second, third and fourth quarters of 2023 represented the year-to-date target through the end of the first, second, third and fourth quarters of 2023, respectively. The Compensation Committee also determined that, regardless of whether the Annual Profit Threshold was met, an overachievement bonus would be payable to each NEO if the Company met certain overachievement metrics set by the Compensation Committee relating to (i) non-GAAP EBITDA (the “EBITDA Overachievement Target”), (ii) annual advanced services revenue (the “Advanced Services Revenue Overachievement Target”) and (iii) non-GAAP free cash flow (the “Free Cash Flow Overachievement Target”). The overachievement potential payments would be based on the percentage of overachievement and would apply that percentage to the amount of each NEO’s Incentive Target for the full year of 2023, as more specifically set forth in the table below, with a 37.5% weighting on the EBITDA Overachievement Target and Advanced Services Revenue Overachievement Target and 25% on the Free Cash Flow Overachievement Target, with the applicable overachievement percentage being applied to each NEO’s Incentive Target for the full year of 2023, as more specifically set forth in the table below.

  42. Cash Compensation

    | Overachievement Target | Threshold | Overachievement Percentage | | EBITDA Overachievement Target(1): | | | | First EBITDA Overachievement Target (Threshold) | Annual reported EBITDA = $141,000,000 | Additional 5% of Incentive Target | | Final EBITDA Overachievement Target (Maximum) | Annual reported EBITDA = $158,000,000 | Additional 30% of Incentive Target | | Advanced Services Revenue Overachievement Target(2): | | | | First Advanced Services Revenue Overachievement Target (Threshold) | Annual Advanced Services Revenue = $216,000,000 | Additional 5% of Incentive Target | | Final Advanced Services Revenue Overachievement Target (Maximum) | Annual Advanced Services Revenue = $233,000,000 | Additional 30% of Incentive Target | | Free Cash Flow Overachievement Target(3): | | | | First Free Cash Flow Overachievement Target (Threshold) | Free Cash Flow = $60,000,000 | Additional 5% of Incentive Target | | Final Free Cash Flow Overachievement Target (Maximum) | Free Cash Flow = $120,000,000 | Additional 20% of Incentive Target |

  43. 2023 Targets and Bonus Determination

    2023 Targets and Bonus Determination Corporate Threshold Targets. The Compensation Committee established the Corporate Threshold Targets on a quarterly basis, and such targets were intended to incent the executive officers to achieve results that were consistent with the Company’s board-approved financial plan. The actual amount of each target was set by the Compensation Committee based on a combination of the input of management, historical quarterly results, the Company’s desired growth, financial forecasts and analyst expectations, as well as the Company’s views on the market environment and expected headwinds and macroeconomic uncertainty for 2023. The following table sets forth the quarterly Corporate Threshold Targets applicable to the NEOs for 2023:

  44. 2023 Targets and Bonus Determination

    | Corporate Threshold Targets | Quarter 1 | Quarter 2 | Quarter 3 | Quarter 4 | | Quarterly Profit Target(1) | $16,800,000 | $50,800,000 | $86,900,000 | — | | Annual Profit Threshold Target(1) | — | — | — | $141,000,000 |

  45. 2023 Targets and Bonus Determination

    The Quarterly Profit Target and the Annual Profit Threshold Target represented the minimum amount required to meet the cash equivalent of that quarter’s desired EBITDA target based on non-GAAP EBITDA. EBITDA for incentive purposes is defined as earnings before interest income and expense, taxes, depreciation, amortization, and share-based compensation expenses pursuant to ASC Topic 718, as well as excluding certain other non-GAAP adjustments such as acquisition-related expenses, executive transition costs, severance-related expenses, and other items that the Compensation Committee determined were unusual, non-recurring or not reflective of normal operations. The Annual Profit Target represented the year-to-date target through the end of the fourth quarter of 2023. The Compensation Committee determined that the actual profit achieved by the Company for the each of the first, second and third quarters of 2023 met or exceeded the applicable Quarterly Profit Target set by the Compensation Committee in the respective quarters. For fourth quarter of 2023, the Compensation Committee determined that the actual profit achieved by the Company for 2023 did not meet the Annual Profit Threshold Target. The Compensation Committee further determined that the Company did not meet either the First EBITDA Overachievement or First Advanced Services Revenue Overachievement Target in the fourth quarter of 2023, however, the Compensation Committee also determined the Company exceeded the First Free Cash Flow Overachievement Target in the fourth quarter of 2023 by approximately $60,600,000 and therefore the then-serving NEOs would receive an additional bonus equal to approximately 20% of their respective Incentive Targets. As a result, the then-serving NEOs were entitled to receive overachievement bonus payments equal to a total of approximately 20% of their respective Incentive Targets. The Company’s quarterly as reported non-GAAP EBITDA for each quarter of 2023 was the basis for measuring the level of non-GAAP EBITDA to determine the achievement of the Quarterly Profit Target. The Company’s year-end as reported non-GAAP EBITDA for 2023 was the basis for measuring the achievement of the Annual Profit Threshold Target. The Compensation Committee continues to feel that the “threshold performance gate” structure better emphasizes its desire to motivate individual performance, while retaining the Company’s financial performance as paramount and the primary focus of each executive’s efforts. Individual Targets. For each quarter of 2023, the Compensation Committee established Individual Targets for each NEO and determined achievement of such targets. The Individual Targets are designed to encourage progress in, and create a strong incentive for, the executive to excel in areas that are primarily within their control, while emphasizing the importance of the Company’s success by requiring achievement of the Corporate Threshold Targets before bonus eligibility. In 2023, the quarterly Individual Targets for our NEOs included objectives in the following areas and varied by individual: • Corporate Scorecard — the Company has implemented a Corporate Scorecard, which outlines company-wide financial objectives, including total revenues, advanced services revenues and operational expenditures. The 2023 annual targets for total revenues, advance services revenues and operational expenditures were $1.150 billion, $203.4 million and $459.5 million, respectively. The Corporate Scorecard accounted for 50% of each NEO’s potential bonus during the first, second, third and fourth quarters of 2023, which the Compensation Committee believes appropriately reflects an emphasis on achieving broad Company-wide results by all NEOs. The Corporate Scorecard required that a 90% rating be achieved for there to be any payout on this quarterly Individual Target. Operating Objectives — environmental, social, governance, quality and compliance enhancements and related trainings and reporting strategies, Board-related corporate governance initiatives, implementation of information technology tools, vendor-related initiatives, information security and cybersecurity improvements, quarterly spending at or below departmental budget, completion of objectives by those directly reporting to the officer, organizational changes, improvement of internal departmental processes and talent recruitment, retention and development and cost reduction initiatives; and Strategic Objectives — development of short and long-term business objectives, models and strategies, sales, marketing and customer experience initiatives, stockholder outreach initiatives, evaluation of possible acquisition targets, strategic relationships and international planning and product development objectives. Each NEO generally has, on a quarterly basis, approximately three to five Individual Targets, relating to a variety of objectives, which are approved by the Compensation Committee. Each Individual Target is given a percentage weighting such that achievement of all Individual Targets corresponds to 100% achievement of the Incentive Target. As originally set, each Individual Target is generally weighted between 10% and 25% of that quarter’s total Incentive Target. In addition, with respect to Mr. Lipps, 25% of his potential bonus in each of the first, second, third and fourth quarters of 2023 was conditioned on his direct reports’ achievement of each of their Individual Targets. The Compensation Committee structured Mr. Lipps’ performance bonus in this manner so as to place an emphasis on effectively managing and leading the executive team, while maintaining the importance of the Company’s financial success as the threshold performance gate. The remaining portion of Mr. Lipps’ Individual Targets included operating and/or strategic objectives in the same areas as those set for other NEOs, as described above. The following table sets forth the percentages of the Individual Targets achieved in each quarter of 2023, as well as the actual cash bonus earned by each participating NEO based on achievement of the Individual Targets in each quarter of 2023:

  46. 2023 Targets and Bonus Determination

    | | Percentage of Individual Targets Achieved | | | | Cash Bonus for Achievement of Individual Targets(1) | | | | | Named Executive Officer | First Quarter (%) | Second Quarter (%) | Third Quarter (%) | Fourth Quarter (%) | First Quarter ($) | Second Quarter ($) | Third Quarter ($) | Fourth Quarter ($)(2) | | Randall A. Lipps | 100 | 100 | 100 | 100 | 273,639 | 234,548 | 273,639 | 0 | | Nchacha E. Etta | N/A | N/A | 100 | 100 | N/A | N/A | 115,096 | 0 | | Corey J. Manley | 100 | 100 | 100 | 100 | 73,846 | 66,346 | 96,923 | 0 | | Peter J. Kuipers(3) | 100 | 100 | 100 | N/A | 114,563 | 98,197 | 52,372 | N/A | | Scott P. Seidelmann(3) | 100 | 100 | 100 | N/A | 110,759 | 94,936 | 110,759 | N/A | | Christine Mellon(3) | 100 | 100 | 100 | N/A | 96,923 | 83,077 | 96,923 | N/A |

  47. 2023 Targets and Bonus Determination

    (1) The table reflects cash bonuses earned, but not paid, in each quarter of 2023. Cash bonuses under the 2010 Bonus Plan are typically paid in the quarter following the quarter in which the bonus is earned. (2) No cash bonus was achieved for the fourth quarter as the Annual Profit Threshold Target was not met. (3) Each of Mr. Kuipers, Ms. Mellon and Mr. Seidelmann separated from the Company in August 2023, October 2023 and November 2023, respectively, and were not eligible to receive a bonus for the fourth quarter. As part of Mr. Kuipers’ separation agreement, Mr. Kuipers was eligible for and received a pro-rated third quarter 2023 bonus payment, determined based on achievement of the Corporate Target and his individual performance goals and pro-rated for his service to the Company during the third quarter. Overachievement Bonus. The Compensation Committee determined that the Company did not meet either the First EBITDA Overachievement or First Advanced Services Revenue Overachievement Target in the fourth quarter of 2023, however, the Compensation Committee determined that the Company exceeded the First Free Cash Flow Overachievement Target in the fourth quarter of 2023 by approximately $60,600,000 and therefore the then-serving NEOs would receive an additional bonus equal to approximately 20% of their respective Incentive Targets. As a result, the then-serving NEOs were entitled to receive overachievement bonus payments equal to a total of approximately 20% of their respective Incentive Targets multiplied against their respective actual earnings for the period in which they were participants in the 2010 Bonus Plan for the 2023 performance year. The following table sets forth the actual fourth quarter 2023 bonus amounts for each then-serving NEO associated with the EBITDA Overachievement Target, Advanced Services Revenue Overachievement Target and the Free Cash Flow Overachievement Target:

  48. 2023 Targets and Bonus Determination

    | Named Executive Officer | EBITDA Overachievement Bonus ($) | Advanced Services Revenues Overachievement Bonus ($) | Free Cash Flow Overachievement Bonus ($) | Total Overachievement Bonus ($) | | Randall A. Lipps | 0 | 0 | 203,275 | 203,275 | | Nchacha E. Etta | 0 | 0 | 46,696 | 46,696 | | Corey J. Manley | 0 | 0 | 69,646 | 69,646 |

  49. 2023 Targets and Bonus Determination

    As noted above each of Mr. Kuipers, Ms. Mellon and Mr. Seidelmann separated from the Company in August 2023, October 2023 and November 2023, respectively, and were not eligible to receive the Company’s Overachievement Bonus. Total Cash Bonuses Earned. The following table sets forth, for each participating NEO, the Incentive Target, earned incentive bonuses, the percentage of total Incentive Target earned and the total cash bonus earned (including overachievement bonus payments) for 2023:

  50. 2023 Targets and Bonus Determination

    | Named Executive Officer | 2023 Incentive Target ($) | Total Cash Bonus Earned for Achievement of Individual Targets(1) ($) | % of Total 2023 Incentive Target Earned(1) (%) | Total Cash Bonus Earned(2) ($) | | Randall A. Lipps | 1,016,375 | 781,826 | 77 | 985,102 | | Nchacha E. Etta | 213,750(3) | 115,096 | 54 | 161,792 | | Corey J. Manley | 320,192(4) | 237,115 | 74 | 306,761 | | Peter J. Kuipers(5) | 265,132 | 265,132 | 100 | 265,132 | | Scott P. Seidelmann(5) | 316,454 | 316,454 | 100 | 316,454 | | Christine Mellon(5) | 276,923 | 276,923 | 100 | 276,923 |

  51. 2023 Targets and Bonus Determination

    (1) The total cash bonus earned for achievement of Individual Targets, and percentage of total 2023 Incentive Target earned, do not take into account any amounts earned due to achievement of the EBITDA Overachievement Target, Advanced Services Revenues Overachievement Target or Free Cash Flow Overachievement Target. (2) The total cash bonus earned includes the cash bonus earned from achievement of Corporate Threshold Targets and Individual Targets, as well as the Free Cash Flow Overachievement Target. (3) The 2023 Incentive Target for Mr. Etta is based on his base salary upon joining the Company, prorated based upon his time with the Company in 2023. (4) The 2023 Incentive Target for Mr. Manley is a blended amount based upon his base salary in effect in 2023, taking into account his base salary increase and bonus target change as of June 5, 2023. (5) Mr. Kuipers, Mr. Seidelmann and Ms. Mellon were not eligible for the fourth quarter bonus due to their separations from the Company during 2023. Each of their bonuses is reported at 100%, reflecting the achievement of the performance goals during the first three quarters of the year. As part of Mr. Kuipers’ separation agreement, he was eligible for and received a pro-rated third quarter bonus payment, determined based on achievement of the Corporate Target and his individual performance goals and pro-rated for his service to the Company during the third quarter.

  52. Equity Compensation

    Equity Compensation 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’s financial success using a mix of time-based vesting and performance-based vesting. We believe that the combination of both time-based vesting and performance-based vesting, with 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 awarded in two components: (i) RSUs that vest over time if the executive remains employed with the Company and (ii) PSUs that initially vest only upon the achievement of the Company TSR index performance metric described below, and provided the performance metric is achieved, thereafter vest over time if the executive remains employed with the Company. Upon commencement of employment or appointment, executives generally are awarded initial time-based equity grants carrying a service-based vesting condition, with 25% of the shares subject to the grant vesting on February 15, May 15, August 15 or November 15, whichever date is closest immediately following the one year anniversary of the grant, and the remaining 75% of the shares subject to the grant vesting quarterly in equal increments over the following three years. On an annual basis, the Compensation Committee makes an assessment as to the size and type of additional equity awards, if any, to be given to each executive officer. PSUs are intended to provide the most substantial incentive to our executive officers to improve Company performance and to positively affect stock value, while RSUs provide an element of long-term incentive that has greater retention value in a flat or down market but with the value of the award still fluctuating based on our stock price performance. Typically annual awards generally vest over four years as follows: (i) 25% on February 15, May 15, August 15 or November 15, whichever date is closest immediately following the one year anniversary of the grant and the remaining 75% vesting quarterly over the remaining three years in the case of service-based RSUs and (ii) 25% immediately on the date that the Compensation Committee formally certifies the Company’s performance and achievement of related performance metrics, with the remaining earned award vesting in equal increments quarterly over the subsequent three-year period in the case of PSUs. In 2023, due to the timing of the grant of equity awards being later than in previous years, the Compensation Committee determined to grant the then-serving executive officers annual equity awards that would vest as follows: (i) in the case of RSUs, 37.5% of the shares subject to the RSUs vest on August 15, 2024, with the remaining 62.5% vesting in 10 equal quarterly increments on each of February 15, May 15, August 15 and November 15 over the three following years, and (ii) in the case of PSUs, upon the Compensation Committee formally certifying the Company’s performance and achievement of related performance metrics, 37.5% of the earned shares subject to the PSUs vest on August 15, 2024 with the remaining 62.5% of earned shares subject to the PSUs vest in 10 equal quarterly increments on each of February 15, May 15, August 15 and November 15 over the three following years. The size of the initial grant and the annual grants are determined by the Compensation Committee based upon factors including: • competitive equity compensation practices for comparable positions identified in the 2023 Peer Group Report; • the executive’s level of responsibility and duties; • comparison to grant levels of other executive officers; • individual executive officer performance; • corporate performance; • the executive’s prior experience, experience within his or her specific job and breadth of knowledge; and • corporate objectives for share-based compensation charges and earnings dilution. On an annual basis, management and the Compensation Committee establish a maximum aggregate share-based compensation expense for the executive awards, taking into consideration anticipated share-based compensation expenses for equity grants to other employees. The Compensation Committee balances this percentile objective with its commitment to stay within management’s share-based expense objective in finalizing the aggregate and individual awards. In determining equity compensation for the executive officers, the Compensation Committee reviews the equity compensation grants over a three-year period against a three-year rolling benchmark identified in the 2023 Peer Group Report with an objective of making awards between the 50th and 75th percentiles (on a value basis) over the three-year period. In addition to the factors discussed above, with respect to the size of the awards on a year-over-year basis, the Compensation Committee also takes into consideration the following factors when determining the size and mix of the equity grants: the combined size of the awards over a three-year period; • the effect of the awards on dilution; • our total equity compensation costs relative to total expenses; and • competitive equity compensation practices for comparable positions identified in the 2023 Peer Group Report. 2023 Equity Awards. In May 2023, the Compensation Committee approved executive equity grants with approximately 50% of the grants subject to performance-based vesting and 50% subject to time-based vesting for our NEOs (excluding the one-time sign on equity award of 24,000 RSUs granted to Mr. Etta in connection with his hiring and appointment as Executive Vice President and Chief Financial Officer of the Company given the one-time nature of these awards and that the awards are not representative of the Company’s typical compensation practices), to further align pay with market factors, reinforce a focus on performance metrics and increase retentive compensation. Subsequent to the initial grant of PSUs, in July 2023, Mr. Lipps and the Compensation Committee agreed to reduce Mr. Lipps’ grant by 9,000 shares such that Mr. Lipps’ final target number of PSU shares for 2023 was 38,000. As in past years when setting the level of grants, the Compensation Committee took into consideration, to the extent applicable, corporate performance and individual contributions in 2022. The Compensation Committee also reviewed, assessed and took into consideration competitive equity compensation practices for comparable positions identified in the 2023 Peer Group Report. This input, and the Compensation Committee’s desire to maintain equity compensation expense within management’s established objective, resulted in the Compensation Committee setting a benchmark percentile for our total equity awards of between the 50th and 75th percentile as compared to the peer group in the Exequity Report, including performance-based equity compensation elements. With respect to our NEOs, the Compensation Committee set ratios for 2023 equity awards of 50% PSUs and 50% RSUs. The ratio of time-based and performance-based vesting was set based on the targeted award size, the retention and incentive aspects of each type of award as well as an analysis of competitive market trends amongst our 2023 peer group.

  53. Equity Compensation

    In granting the various equity awards to our NEOs, the Compensation Committee used an assumed share price of $75 per share to determine the number of shares subject to each award and, as applicable, the ratio among the various awards. For example, based on the framework described above, if the Compensation Committee were to recommend granting $1,000,000 in base grant equity value to an NEO, the executive would be granted approximately 6,667 RSUs (or $1,000,000 times 50% divided by $75) and approximately 6,667 PSUs (or $1,000,000 times 50% divided by $75). This is reflected in the table below setting forth our 2023 equity award grants. As the Compensation Committee determined to issue a fixed number of shares using an assumed price per share, based on the application of ASC Topic 718, the amounts reported for our NEOs in the 2023 Summary Compensation Table below deviate from the targeted value approved by the Compensation Committee. The 2023 Summary Compensation Table below reflects the grant date fair values of the various awards granted to each NEO calculated in accordance with ASC Topic 718 as follows: (i) the closing price of our common stock on June 1, 2023 was $72.92, the value used to determine the grant date fair value of each RSU, and (ii) the value for one PSU share using Monte Carlo methodology was $122.29. With respect to Mr. Kuipers, Mr. Seidelmann and Ms. Mellon, the amounts reported in the 2023 Summary Compensation Table below represent the incremental fair value associated with the modification of their equity awards to provide for accelerated vesting as of their separation dates of all of their outstanding RSUs and outstanding and earned PSUs that would have otherwise vested within 12 months following their separation dates. The following table sets forth the equity awards granted by the Compensation Committee under the 2009 Equity Incentive Plan to our participating NEOs in June 2023:

  54. Equity Compensation

    | Named Executive Officer | Number of RSUs(1) | Number of PSUs(2) | | Randall A. Lipps | 47,000 | 47,000(3) | | Nchacha E. Etta | 39,000(4) | 15,000 | | Corey J. Manley | 12,000 | 12,000 |

  55. Equity Compensation

    (1) RSUs were granted pursuant to the 2009 Equity Incentive Plan. The right to receive the shares underlying the RSU grant vest as to 37.5% of the shares subject to the grant on August 15, 2024, with the remaining 62.5% of shares subject to each grant vesting in 10 equal quarterly increments on each of February 15, May 15, August 15 and November 15 over the three following years. Vesting is contingent upon continued service. (2) PSUs were granted pursuant to the 2009 Equity Incentive Plan. The right to receive the shares underlying the PSU grant vest according to the description set forth in “Performance-Based Restricted Stock Unit Awards” below. Because the Company’s total stockholder return was approximately at the 34th percentile of the Index, none of the shares subject to the awards granted are eligible for vesting. Based on this, our NEOs did not earn any of the 2023 PSUs. (3) Subsequent to the initial grant of PSUs, in July 2023, Mr. Lipps and the Compensation Committee agreed to reduce Mr. Lipps’ grant by 9,000 shares such that Mr. Lipps’ final target number of PSU shares for 2023 was 38,000. (4) In connection with joining the Company, Mr. Etta was awarded a sign-on grant of 24,000 RSUs. The Board has historically provided sign-on grants to further align new executive and shareholder interests and to induce the candidate to accept employment with the Company. The right to receive the shares underlying the grant of 24,000 RSUs vest as to 25% of the shares subject to the grant on August 15, 2024, with the remaining 75% of the shares subject to the grant vesting in equal quarterly increments on November 15, February 15, May 15 and August 15 over the three following years. Vesting is contingent upon continued service. As part of the annual equity grant, Mr. Etta received 15,000 RSUs and 15,000 PSUs, as reflected in the table above. As previously noted, in connection with their respective departures, none of Mr. Kuipers, Ms. Mellon or Mr. Seidelmann was granted long-term incentive compensation in fiscal 2023. Performance-Based Restricted Stock Unit Awards. The number of PSUs that vest at the end of the performance period depends on the percentile ranking of the total shareholder return for Omnicell stock over the performance period relative to the total shareholder return of each of the other companies in the NASDAQ Health Care Index. Stock price appreciation is calculated based on the trailing 20-day average stock price just prior to the first trading day of March in the grant year, compared to the trailing 20-day average stock price just prior to the first trading day of March in the year subsequent to the grant year. The following table shows the percent of PSU awards eligible for further time-based vesting based on our percentile placement:

  56. Equity Compensation

    | Percentile Placement of Our Total Stockholder Return | Percentage of Target PSUs Awarded | | Below the 35th percentile | 0% | | At or above the 35th percentile, but below the 50th percentile | 50 – 99% | | At or above the 50th percentile, but below the 90th percentile | 100 – 199% | | At or above the 90th percentile | 200% |

  57. Equity Compensation

    On March 11, 2024, the Compensation Committee calculated that the Company’s total stockholder return based on the calculations above was at approximately the 34th percentile of the Index. Therefore, none of the shares subject to the PSUs granted in June 2023 are eligible for vesting and the 2023 PSUs were forfeited. Employment Arrangements. Each of our continuing executive officers is an “at-will employee.” We have entered into written employment agreements with our NEOs other than Mr. Lipps. The primary elements covered in these employment agreements include: initial base salary, equity awards, eligibility to participate in the quarterly executive bonus plan, and inclusion in the executive severance plan, which provides for certain severance benefits as further described under the section titled “Severance and Change of Control Arrangements.” Nchacha E. Etta Compensation. Mr. Etta joined Omnicell in June 2023 as Executive Vice President and Chief Financial Officer. Taking into account various factors, including market data gathered by Exequity for comparable positions based on our 2023 peer group, the scope of Mr. Etta’s role, his qualifications and prior experience, other input provided by Exequity and the recommendation of our CEO, the Compensation Committee determined the annual base salary, performance-based bonus target and long-term equity incentive compensation for Mr. Etta. The primary elements covered in Mr. Etta’s employment agreement consist of: (i) a base salary of $475,000; (ii) an equity award with a targeted grant date fair value of $4,050,000 composed of a one-time equity award of 24,000 RSUs and Mr. Etta’s 2023 annual equity award of 15,000 RSUs and 15,000 PSUs, each with the vesting described above; (iv) cash sign-on bonus of $50,000; (v) eligibility to participate in the Company’s quarterly executive bonus plan; and (vi) inclusion in the executive severance plan, as described under the section titled “Severance and Change of Control Arrangements.” Other Benefits and Compensation Practices. Director and Executive Officer Stock Ownership Guidelines. Pursuant to our stock ownership guidelines, each Board member and executive officer are expected to beneficially own not less than the following amount of our common stock (as a multiple of their respective compensation):

  58. Equity Compensation

    | Board Members | 5x annual cash retainer | | Chief Executive Officer | 6x annual base salary | | Other Executive Officers | 3x annual base salary |

  59. Equity Compensation

    Individuals have five years from becoming subject to these guidelines to attain the ownership levels. If an individual becomes subject to a greater ownership amount, due to a promotion or an increase in base salary or due to revisions to these guidelines, the individual is expected to meet such higher ownership amount within the later of the original period or three years from the effective date of the promotion, base salary change or revision. As of May 2023, each of our then-serving NEOs satisfied our stock ownership guidelines or was in the five-year phase-in period. Severance and Change of Control Benefits. After considering the input of Exequity as well as the practices of the companies in our 2023 peer group, and to further align our approach to retentive compensation with market practice, on July 30, 2023, the Compensation Committee approved the Omnicell, Inc. Executive Severance Plan (the “Executive Severance Plan”), which superseded the Omnicell, Inc. Amended and Restated Severance Benefit Plan and the Executive Change of Control Benefit Plan, with respect to the Company’s executive officers. The Plan provides severance benefits to certain key management personnel of the Company, and its subsidiaries, including those with the title of Executive Vice President or higher whose employment is terminated (i) by the Company for any reason other than for cause, death or disability; or (ii) during the 24-month period following the occurrence of a change in control (as defined in the Plan) of the Company or by the covered executive for good reason. Each of the NEOs were designated as participants in the Plan. In connection with their terminations by the Company without cause, each of Mr. Kuipers, Ms. Mellon and Mr. Seidelmann received benefits under the terms of the Executive Severance Plan. In addition, in connection with their terminations of employment, the Compensation Committee approved the accelerated vesting of each of their outstanding RSUs and outstanding and earned PSU that would have otherwise vested within 12 months following their respective separation dates, and in the case of Messrs. Kuipers and Seidelmann, the extension of the period within which each could exercise his vested and outstanding stock options until the earlier of (i) the 24-month anniversary of such separation date and (ii) the normal expiration date of the applicable stock option. The terms of the Executive Severance Plan are described in more detail below in the sections entitled “Severance and Change of Control Arrangements” and “Potential Payments Upon Termination or Change of Control.” Other Benefits. We believe that establishing a competitive benefit package consistent with companies with which we compete for employees is an important factor in attracting and retaining talented employees. Thus, we provide our executive officers with employee benefits on the same basis as offered to our full time non-executive employees, including health and dental insurance, supplemental life insurance, short- and long-term disability and a 401(k) plan. Perquisites. The Compensation Committee believes that perquisites and other personal benefits should be modest and reasonable and consistent with our desire to enhance the executive’s work effectiveness and to otherwise facilitate a balance of his or her personal and work requirement trade-offs. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to the executive officers and, from time to time, may modify the perquisites and personal benefits provided to better align with market practice. Based on market data, in 2023 the Compensation Committee determined to provide each executive officer with an annual perquisite allowance ($40,000 for Mr. Lipps and $16,000 for each other executive officer) for comprehensive financial counseling and tax planning services, as well as an additional reimbursement of up to $6,000 every three years for legal advice related to estate planning, and reimbursement of up to $6,000 annually for a comprehensive annual physical. We believe that these perquisites allow us to maintain the competitiveness of our compensation package and allows our executive officers to better focus on running the business. By not adding these perquisites to salary, we do not increase our bonus payouts, cost of severance or other elements of pay.

  60. Summary Compensation Table

    Summary Compensation Table The following table shows compensation awarded to, paid to or earned by the NEOs for the fiscal years ended December 31, 2023 and, to the extent required by SEC disclosure rules, 2022 and 2021:

  61. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  62. 2023 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Salary ($) | Bonus | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | Adjusted Total Compensation ($)(3) | | Randall A. Lipps Chairman, President and Chief Executive Officer | 2023 | 813,100 | — | 9,174,870(4)(5) | — | 985,102 | 49,000(6) | 11,022,072 | 9,921,462 | | | 2022 | 804,485 | — | 6,699,022 | — | 349,640 | 49,250 | 7,902,397 | — | | | 2021 | 768,123 | — | 6,001,550 | — | 1,624,740 | 43,000 | 8,437,413 | — | | Nchacha E. Etta(7) Executive Vice President, Chief Financial Officer | 2023 | 259,423 | 50,000(8) | 4,678,230(4)(9) | — | 161,792 | 9,000(10) | 5,158,445 | — | | Corey J. Manley Executive Vice President, Chief Legal and Administrative Officer | 2023 | 386,923 | — | 2,342,520(4) | — | 306,761 | 21,642(11) | 3,057,846 | — | | | 2022 | 330,385 | — | 886,997 | — | 47,635 | 38,000 | 1,303,017 | — | | Peter J. Kuipers Former Executive Vice President, Chief Financial Officer | 2023 | 294,591 | — | 758,642(12) | 423,349(13) | 265,132 | 971,738(14) | 2,713,452 | — | | | 2022 | 467,792 | — | 2,836,640 | — | 152,420 | 73,861 | 3,530,713 | — | | | 2021 | 455,654 | — | 2,999,987 | — | 697,151 | 23,334 | 4,176,126 | — | | Scott P. Seidelmann Former Executive Vice President, Chief Commercial Officer | 2023 | 404,358 | — | 355,387(12) | 156,071(13) | 316,454 | 936,974(15) | 2,169,244 | — | | | 2022 | 452,254 | — | 2,836,640 | — | 147,356 | 66,267 | 3,502,517 | — | | | 2021 | 440,469 | 35,000 | 2,999,987 | — | 673,918 | 19,959 | 4,169,333 | — | | Christine Mellon Former Executive Vice President, Chief Administrative & People Officer | 2023 | 315,385 | — | 286,269(12) | — | 276,923 | 826,120(16) | 1,704,697 | — | | | 2022 | 372,308 | — | 1,418,320 | — | 112,846 | 46,212 | 1,949,686 | — | | | 2021 | 281,154 | 17,654 | 1,999,901 | — | 412,513 | 20,125 | 2,731,347 | — |

  63. 2023 SUMMARY COMPENSATION TABLE

    (1) The dollar amounts represent the grant date fair values of restricted stock units calculated in accordance with ASC Topic 718 using (i) the product of the number of shares granted and the closing market price of our common stock on the grant date for time-based RSUs, and (ii) a Monte Carlo simulation model applying a multiple awards approach for PSUs. Under ASC Topic 718, the vesting condition related to the PSUs is considered a market condition and not a performance condition. Accordingly, there is no other grant date fair value other than as reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying market condition. In addition, in the case of Mr. Kuipers, Mr. Seidelmann and Ms. Mellon the amounts represent the incremental fair value associated with the modification of their equity awards to provide for the accelerated vesting as of their separation dates of all of their outstanding RSUs and outstanding and earned PSUs that would have otherwise vested within 12 months following their separation dates. (2) The amounts set forth in this column for 2023 reflect the compensation earned by the NEOs for the year ended December 31, 2023 under the 2010 Bonus Plan, including amounts, if any, earned as overachievement bonus payments each as further described in the Compensation Discussion and Analysis section set forth above. The amount set forth in this column for 2023 reflects our CEO’s total compensation for 2023 as determined under applicable SEC rules (“Total” in the table above) minus the grant date fair value of the number of shares by which his PSU grant was reduced in 2023, as described in footnote (5) to this table. We believe the “Adjusted Total Compensation” column provides important supplemental information to reflect the PSUs that our CEO has the opportunity to vest in based on the satisfaction of the underlying performance-based and service-based vesting conditions. The “Adjusted Total Compensation” column provides supplemental information and should not be viewed as a substitute for the amounts required to be reported in the “Total” column pursuant to SEC regulations. The dollar amounts for the PSUs reflected in this column represent the grant date fair values calculated in accordance with ASC Topic 718 using a Monte Carlo simulation model applying a multiple awards approach. Based on the modeling required for accounting purposes, the value of the PSUs using a Monte Carlo simulation was higher than the value of the PSUs based on the closing market price of our common stock on the grant date. The value of the PSUs granted to each of Mr. Lipps, Mr. Etta and Mr. Manley utilizing the product of the number of PSUs granted and the closing market price of our common stock on the grant date would have been: $3,472,240; $1,093,800; $875,040, respectively. (5) The amount in this column reflects the initial grant of 47,000 PSUs to our CEO, however, in the third quarter of 2023 the Compensation Committee and our CEO agreed to reduce his PSU grant by 9,000 shares to 38,000 shares from the original grant of PSUs. The grant date fair value of those shares using a Monte Carlo simulation model applying a multiple awards approach for PSUs was $4,647,020. (6) Consists of a $40,000 annual perquisite allowance for financial comprehensive financial counseling and tax planning services paid to Mr. Lipps, and an allowance for a comprehensive annual physical as described above, as well as an employer 401(k) match. (7) Mr. Etta joined Omnicell and was appointed Executive Vice President and Chief Financial Officer in June of 2023. (8) Consists of a one-time, cash sign-on bonus paid to Mr. Etta pursuant to the terms of his employment, provided that should Mr. Etta terminate his employment with the Company prior to the one-year anniversary of his start date, he will be required to repay a prorated portion of his cash sign-on bonus. (9) The award for Mr. Etta also reflects a one-time sign-on equity award of 24,000 RSUs in connection with Mr. Etta’s hiring and appointment as Executive Vice President and Chief Financial Officer of the Company with a grant date fair value of $1,750,080. (10) Consists of an employer 401(k) match and an allowance for a comprehensive annual physical as described above. (11) Consists of an annual perquisite allowance for financial comprehensive financial counseling and tax planning services and an allowance for a comprehensive annual physical, as described above, as well as an employer 401(k) match. (12) Amount represents the incremental fair value associated with the modification of RSUs and PSUs that were modified in connection with the NEO’s separation, calculated in accordance with ASC Topic 718, and does not represent a new stock award granted to the NEO. (13) Amount represents the incremental fair value incurred in connection with the modification of the NEO’s option awards to extend the post-termination exercise period, calculated in accordance with ASC Topic 718. (14) Consists of a severance payment of $898,320, COBRA premiums, outplacement services, an annual perquisite allowance for comprehensive financial counseling and tax planning services, and an allowance for a comprehensive annual physical, as described above, as well as an employer 401(k) match. (15) Consists of a severance payment of $868,490, COBRA premiums, outplacement services, an annual perquisite allowance for comprehensive financial counseling and tax planning services, and an allowance for a comprehensive annual physical, as described above, as well as an employer 401(k) match. Consists of a severance payment of $775,000, COBRA premiums, outplacement services, an annual perquisite allowance for comprehensive financial counseling and tax planning services, and an allowance for a comprehensive annual physical as described above, as well as an employer 401(k) match.

  64. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows for the fiscal year ended December 31, 2023, certain information regarding grants of plan-based awards to the NEOs:

  65. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

  66. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    | Named Executive Officer | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target(1) ($) | Estimate future payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Units of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Randall A. Lipps | — | — | 1,016,375 | | | | — | — | — | — | | | 06/01/2023 | 05/31/2023 | — | 23,500(4) | 47,000(4) | 94,000(4) | | — | — | 5,747,630 | | | 06/01/2023 | 05/31/2023 | | | | | 47,000(5) | — | — | 3,427,240 | | Nchacha E. Etta | — | — | 213,750 | | | | — | — | — | — | | | 06/01/2023 | 05/31/2023 | — | 7,500 | 15,000 | 30,000 | | — | — | 1,834,350 | | | 06/01/2023 | 05/31/2023 | — | | | | 15,000(5) | — | — | 1,093,800 | | | 06/01/2023 | 05/31/2023 | — | | | | 24,000(6) | — | — | 1,750,080 | | Corey J. Manley | — | — | 320,192 | | | | | | | | | | 06/01/2023 | 05/31/2023 | | 6,000 | 12,000 | 24,000 | | | | 1,467,480 | | | 06/01/2023 | 05/31/2023 | | | | | 12,000(5) | | | 875,040 | | Peter J. Kuipers | | | 265,132 | | | | | | | | | | 08/04/2023 | | | | | | 11,675(7) | | | 758,642 | | | 08/04/2023 | | | | | | | 39,130(8) | | 423,349(8) | | Scott P. Seidelmann | | | 316,454 | | | | | | | | | | 11/03/2023 | | | | | | 11,675(7) | | | 355,387 | | | 11/03/2023 | | | | | | | 61,751(8) | | 156,071(8) | | Christine Mellon | | | 276,923 | | | | | | | | | | 10/04/2023 | | | | | | 6,515(7) | | | 286,269 |

  67. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    (1) This column sets forth the target amount of each NEO’s annual cash bonus award for the year ended December 31, 2023 under the 2010 Bonus Plan, based on each NEO’s annualized salary and performance- based bonus target effective January 1, 2023 (June 1, 2023 for Mr. Etta and June 5, 2023 for Mr. Manley). The actual cash bonus award earned for the year ended December 31, 2023, for each NEO is set forth in the 2023 Summary Compensation Table above. As such, the amounts set forth in this column do not represent additional compensation earned by the NEOs for the year ended December 31, 2023. Under Omnicell’s bonus plans, generally, if the Company does not achieve its Corporate Threshold Targets, the NEOs are not entitled to a cash bonus award. For more information regarding the 2010 Bonus Plan and the performance-based cash bonus awards granted thereunder, please see “Elements of Compensation and 2023 Determinations - Cash Compensation Performance-Based Bonus.” The amounts reported in these columns represent PSU awards granted pursuant to the 2009 Equity Incentive Plan. Threshold amounts represent achievement of TSR performance of at least the 35th percentile but below the 50th percentile, resulting in a payout out of 50% of target PSU award. Maximum amounts represent achievement of at least the 90th percentile, resulting in a payout of 200% of target PSU award. Because the Company’s total stockholder return was approximately at the 34th percentile of the index for the performance period ended March 1, 2024, none of the shares subject to the awards granted are eligible for vesting. For the NEOs other than Mr. Kuipers, Mr. Seidelmann and Ms. Mellon, the dollar amounts represent the grant date fair values of restricted stock units calculated in accordance with ASC Topic 718 using (i) the product of the number of shares granted and the closing market price of our common stock on the grant date for time-based RSUs and (ii) a Monte Carlo simulation model applying a multiple awards approach for PSUs. Under ASC Topic 718, the vesting condition related to the PSUs is considered a market condition and not a performance condition. Accordingly, there is no other grant date fair value other than as reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying market condition. In the case of Mr. Kuipers, Mr. Seidelmann and Ms. Mellon, the amounts represent the incremental fair value associated with the modification of their equity awards to provide for the accelerated vesting as of their separation dates of all of their outstanding RSUs and outstanding and earned PSUs that would have otherwise vested within 12 months following their separation. (4) Subsequent to the initial grant of PSUs, in July 2023, Mr. Lipps and the Compensation Committee agreed to reduce Mr. Lipps’ grant by 9,000 shares such that Mr. Lipps’ final target number of PSU shares for 2023 was 38,000. (5) Represents RSUs granted pursuant to the 2009 Equity Incentive Plan. The right to receive the shares underlying the unit grant vest as to 37.5% of the shares subject to the grant on August 15, 2024 with the remaining 62.5% of the shares subject to each grant vesting in 10 equal increments on each of February 15, May 15, August 15 and November 15 over the three following years, subject to the NEO’s continued service. (6) Represents RSUs granted as a one-time new hire award to Mr. Etta and which were granted pursuant to the 2009 Equity Incentive Plan. The right to receive the shares underlying the unit grant vest as to 25% of the shares subject to the grant on August 15, 2024, with the remaining 75% of the shares subject to the grant vesting in equal quarterly increments on November 15, February 15, May 15 and August 15 over the three following years, subject to the NEO’s continued service. (7) Amount represents the number of RSUs and PSUs that were modified in connection with the NEO’s separation and does not represent a new grant to the NEO. Amount represents the number of stock options with the post-termination exercise period extended in connection with the NEO’s separation and the modification charge associated with the extension of the stock option exercise period on such stock options.

  68. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows certain information regarding outstanding equity awards at fiscal year-end for the NEOs for the fiscal year ended December 31, 2023. As of December 31, 2023, Ms. Mellon did not have any outstanding equity awards with respect to the Company.

  69. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

  70. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | 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 | 02/04/2016 | 28,250(1) | 0 | 27.70 | 02/03/2026 | 02/09/2021 | 10,356(3) | 389,696(3) | | | | | 02/08/2017 | 134,160(1) | 0 | 36.70 | 02/07/2027 | 02/09/2021 | 5,179(2) | 194,886(2) | | | | | 02/06/2018 | 153,728(1) | 0 | 44.25 | 02/05/2028 | 02/16/2022 | 11,653(2) | 438,502(2) | | | | | 02/13/2019 | 83,845(1) | 0 | 78.91 | 02/12/2029 | 06/01/2023 | 47,000(2) | 1,768,610(2) | | | | | 02/13/2020 | 86,129(1) | 3,745(1) | 90.19 | 02/12/2030 | 06/01/2023 | | | 38,000(3)(4) | 1,429,940(3)(4) | | Nchacha E. Etta | | | | | | 06/01/2023 | 24,000(2) | 903,120(2) | | | | | | | | | | 06/01/2023 | 15,000(2) | 564,450(2) | | | | | | | | | | 06/01/2023 | | | 15,000(3)(4) | 564,450(3)(4) | | Corey J. Manley | | | | | | 04/27/2021 | 1,424(2) | 53,585(2) | | | | | | | | | | 05/18/2022 | 2,006(2) | 75,486(2) | | | | | | | | | | 06/01/2023 | 12,000(2) | 451,560(2) | | | | | | | | | | 06/01/2023 | | | 12,000(3)(4) | 451,560(3)(4) | | Peter J. Kuipers | 02/13/2019 | 17,248(1) | 0 | 78.91 | 02/12/2029 | | | | | | | | 02/13/2020 | 21,882(1) | 0 | 90.19 | 02/12/2030 | | | | | | | Scott P. Seidelmann | 04/20/2018 | 12,750(1) | 0 | 43.30 | 04/19/2028 | | | | | | | | 02/13/2019 | 25,518(1) | 0 | 78.91 | 02/12/2029 | | | | | | | | 02/13/2020 | 23,483(1) | 0 | 90.19 | 02/12/2030 | | | | | |

  71. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    (1) Stock options were granted pursuant to Omnicell’s 2009 Equity Incentive Plan. 25% of the shares subject to the option vest one year from the vesting commencement date and 1/48th of the shares vest in equal monthly installments over the following 36 months, subject to the NEO’s continued service. RSUs were granted pursuant to Omnicell’s 2009 Equity Incentive Plan. 25% of the shares subject to the award granted on April 27, 2021 vest on June 15, 2021 and the remaining 75% of the shares vest in equal quarterly increments over the following three years on each of March 15, June 15, September 15 and December 15. The shares subject to the awards granted on February 9, 2021, February 16, 2022 and May 18, 2022 vest semi-annually over 48 months. 37.5% of the shares subject to the awards granted on June 1, 2023 vest on August 15, 2024 with the remaining 62.5% of shares subject to each grant vesting in 10 equal quarterly increments on each of February 15, May 15, August 15 and November 15 over the following three years, subject to the NEO’s continued service, except that 25% of the 24,000 RSUs granted to Mr. Etta on June 1, 2023 vest on August 15, 2024, with the remaining 75% of the shares subject to the grant vesting in equal quarterly increments on November 15, February 15, May 15 and August 15 over the three following years, subject to the NEO’s continued service. PSUs were granted pursuant to Omnicell’s 2009 Equity Incentive Plan. The right to receive the shares underlying the grant vest according to the description set forth in “Performance-Based Restricted Stock Unit Awards” above, with the PSUs granted on June 1, 2023 subject to performance-based vesting conditions as of December 31, 2023. In accordance with SEC disclosure rules, award amounts are reported at the target performance level (100% of target) based on expected performance as of December 31, 2023, for purposes of this table. With respect to the PSUs granted on February 9, 2021, earned shares vest semi-annually in June and December, subject to the NEO’s continued service. With respect to the PSUs granted on June 1, 2023, earned shares, if any, will vest as follows: 37.5% of the shares will vest on August 15, 2024, with the remaining shares vesting in 10 equal increments over three years on each of February 15, May 15, August 15 and November 15, subject to the NEO’s continued service through the applicable vesting date. (4) Because the Company’s total stockholder return was approximately at the 34th percentile of the applicable index for the performance period ending March 1, 2024, no PSUs were earned and none of the shares reflected in the table above is eligible for vesting. (5) The dollar amount is calculated based upon $37.63 per share, the closing price of Omnicell’s stock on December 29, 2023.

  72. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows certain information regarding option exercises and stock vested with respect to the NEOs during the fiscal year ended December 31, 2023:

  73. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

  74. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Randall A. Lipps | | | 32,063 | 1,772,780 | | Nchacha E. Etta | | | — | — | | Corey J. Manley | | | 1,952 | 107,981 | | Peter J. Kuipers | | | 18,301 | 1,237,834 | | Scott P. Seidelmann | | | 18,301 | 834,579 | | Christine Mellon | | | 9,771 | 521,743 |

  75. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    (1) The value realized on vesting is equal to the closing price of Omnicell common stock on the vesting date, multiplied by the number of shares that vested. With respect to Ms. Mellon and Messrs. Kuipers and Seidelmann, the value realized on vesting for certain awards is equal to the closing price of Omnicell common stock on the date of entry into their respective separation agreements, multiplied by the number of shares that vested.

  76. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The amount of compensation and benefits payable to each then-serving NEO in various termination situations has been estimated in the table below, which describes the potential payments and benefits upon employment termination for each executive as if his employment had terminated as of December 31, 2023, the last business day of Omnicell’s fiscal year. See the section titled “Severance and Change of Control Arrangements” above for a description of the compensation and benefits payable to the NEOs in certain termination situations. The actual amount of compensation and benefits payable in any termination event can only be determined at the time of the termination of the NEO’s employment with us.

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

  78. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | | No Change in Control Involuntary Termination without Cause | | | | | | Named Executive Officer | Base Salary ($) | Equity Award Vesting Acceleration ($)(1) | COBRA Premiums ($) | Outplacement Services(2) | Total ($) | | Randall A. Lipps | 2,998,306 | — | 59,906 | 10,000 | 3,068,212 | | Nchacha E. Etta | 1,009,375 | — | 23,382 | 10,000 | 1,042,757 | | Corey J. Manley | 850,000 | — | 12,952 | 10,000 | 872,952 |

  79. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    As noted above, in February 2024, the Compensation Committee amended the outstanding equity awards held by the NEOs as of such date to provide that in the event of an NEO’s termination without cause, then any portion of equity awards outstanding (earned and outstanding with respect to PSUs) at the time of termination and that are scheduled to vest within 12 months following the date of termination shall continue to vest and be settled in accordance with the vesting schedule during such 12-month period following an NEO’s termination, subject the NEO’s compliance with certain customary restrictive covenants. If this amendment was in place as of December 31, 2023, the NEOs would have received accelerated vesting of awards with an estimated value based on the closing price of Omnicell common stock on December 29, 2023 ($37.63) as follows: Mr. Lipps, $1,577,562; Mr. Etta, $529,153; and Mr. Manley, $271,011. Assumes provision of outplacement services for one-year following separation based on current market data.

  80. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | | Change in Control Involuntary Termination without Cause or constructive termination | | | | | | | Named Executive Officer | Base Salary ($) | Equity Award Vesting Acceleration(1)(2) ($) | COBRA Premiums ($) | Outplacement Services(3) | Legal Fees(4) | Total ($) | | Randall A. Lipps | 3,913,044 | 2,791,694 | 79,875 | 10,000 | 15,000 | 6,809,613 | | Nchacha E. Etta | 1,460,625 | 1,467,570 | 35,073 | 10,000 | 15,000 | 2,988,268 | | Corey J. Manley | 1,230,000 | 580,631 | 19,428 | 10,000 | 15,000 | 1,855,059 |

  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    (1) The dollar amounts in this column represents: (i) the difference in the closing price of Omnicell common stock on December 29, 2023 ($37.63) with respect to the outstanding unvested option shares as of December 31, 2023, minus the exercise price of the outstanding unvested option shares, multiplied by the number of outstanding unvested option shares plus (ii) the closing price of Omnicell common stock on December 29, 2023 ($37.63) with respect to unvested RSUs and earned but unvested PSUs, multiplied by the number of unvested RSUs and earned but unvested PSUs. (2) As noted above, in February 2024, the Compensation Committee amended the outstanding equity awards held by the NEOs as of such date to provide that if an NEO is terminated by the Company without cause or an NEO resigns for good reason within 24 months following the occurrence of a Change in Control, then any unvested portion of the NEO’s outstanding equity awards (with respect to unearned PSUs, the greater of the target number of PSUs or the actual amount to be earned, if measurable) shall fully vest as of the termination date, subject to the NEO’s compliance with certain customary restrictive covenants. If this amendment was in place as of December 31, 2023, the NEOs would have received accelerated vesting of awards with an estimated value based on the closing price of Omnicell common stock on December 29, 2023 ($37.63) as follows: Mr. Lipps, $4,221,634; Mr. Etta, $2,032,020; and Mr. Manley, $1,032,191. (3) Assumes provision of outplacement services for one-year following separation based on current market data. (4) Assumes reimbursement of $15,000 for legal fees incurred by the NEO in connection with the separation.

  82. CEO PAY RATIO

    CEO PAY RATIO Presented below is a reasonable estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of the median of our other employees, calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the flexibility afforded by Item 402(u) of Regulation S-K and the different methodologies that companies may use to estimate their pay ratio, the estimated ratio presented below may not be comparable to the pay ratio presented by other companies and should not be used as a basis for comparison between companies. For 2023, (i) the annual total compensation of Mr. Lipps, our President and CEO, was $11,022,072 as reflected in the 2023 Summary Compensation Table included in this proxy statement and (ii) the annual total compensation of the individual identified as our median employee was $100,401, using the same methodology required for calculating the annual total compensation of our NEOs for purposes of the 2023 Summary Compensation Table. As a result, for 2023, our estimate of the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 110 to 1. Historically, we have identified the median employee based employee data as of October 1. In an effort to provide a more representative number of our workforce going forward, the Company determined to use December 31, 2023, as its determination date for identifying the median employee. As of that date, we determined that 3,711 individuals (other than our CEO) were employed by the Company and its consolidated subsidiaries globally (whether as a full-time, part-time, seasonal or temporary worker). After excluding 170 employees located in certain countries pursuant to the de minimis exemption provided under Item 402(u), the employee population that we used for purposes of determining the compensation of our median employee consisted of 3,541 individuals. The excluded countries (and their employee populations) were as follows: Austria (1), Australia (11), Belgium (1), China (25), Hong Kong (1), India (103), Lebanon (1), Mexico (9), Netherlands (1), Saudi Arabia (3), Singapore (1), Slovenia (2), Spain (3) and United Arab Emirates (8). To identify the median employee from this employee population, we calculated the total earnings of each such employee for the twelve-month period ending December 31, 2023 (with conforming adjustments for employees who joined the Company during 2023 and did not receive pay for the full period) using internal payroll data as reflected in Box 5 of Form W-2 for U.S. employees or the equivalent for non-U.S. employees. We converted compensation paid to non-U.S. employees to U.S. dollars using the applicable currency exchange rate as of December 29, 2023. Then, we calculated the median employee’s annual total compensation for fiscal year 2023 in accordance with the SEC’s requirements governing preparation of the Summary Compensation Table. We calculated the annual total compensation of the CEO for fiscal year 2023 as shown in the 2023 Summary Compensation Table.

  83. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  84. 2023 PAY VERSUS PERFORMANCE

    2023 PAY VERSUS PERFORMANCE

  85. 2023 PAY VERSUS PERFORMANCE

    | Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income (Loss) ($) | Non-GAAP EBITDA(6) ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2023 | 11,022,072 | 4,283,137 | 2,960,737 | 2,707,080 | 46.05 | 86.74 | (20,371,000) | 137,885,000 | | 2022 | 7,902,397 | (13,263,924) | 2,420,898 | (2,970,567) | 61.70 | 86.04 | 5,648,000 | 192,885,000 | | 2021 | 8,437,413 | 23,007,852 | 3,380,842 | 7,279,179 | 220.80 | 114.41 | 77,849,000 | 229,617,000 | | 2020 | 8,028,508 | 15,533,481 | 2,250,868 | 4,029,011 | 146.87 | 127.18 | 32,194,000 | 159,388,000 |

  86. 2023 PAY VERSUS PERFORMANCE

    (1) Mr. Lipps served as the Company’s principal executive officer for the entirety of 2020, 2021, 2022 and 2023, and the Company’s other NEOs for the applicable years were as follows: 2023: Nchacha E. Etta; Corey J. Manley; Peter J. Kuipers; Scott P. Seidelmann; and Christine Mellon. 2022: Peter J. Kuipers; Scott P. Seidelmann; Christine Mellon, Corey J. Manley and Dan S. Johnston. 2021: Peter J. Kuipers; Scott P. Seidelmann; Dan S. Johnston; and Christine Mellon. 2020: Peter J. Kuipers; Scott P. Seidelmann; Dan S. Johnston; and Nhat H. Ngo. (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Lipps and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs reported for the applicable year other than Mr. Lipps. (3) To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Lipps and for the average of the other NEOs is set forth following the footnotes to this table. (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not indicative of future stock price performance. (5) The TSR Peer Group consists of the NASDAQ Health Care Index, an independently prepared index that includes companies in the healthcare industry. As noted in the CD&A, for 2023, the Compensation Committee determined that non-GAAP EBITDA is a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a component for the annual performance-based cash bonus awards. Under the annual performance-based cash bonus awards, non-GAAP EBITDA for incentive purposes is defined as earnings before interest income and expense, taxes, depreciation, amortization, and share-based compensation expenses pursuant to ASC Topic 718, as well as excluding certain other non-GAAP adjustments such as acquisition-related expenses, executive transition costs, severance-related expenses, and other items that the Compensation Committee determined were unusual, non-recurring or not reflective of normal operations.

  87. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  88. Compensation Actually Paid Adjustments

    | | | Minus | Plus | Plus/(Minus) | Plus | Plus/(Minus) | Minus | Plus | Equals | | Year | Summary Compensation Table Total ($)(a) | Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(b) | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(c) | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(d) | Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(e) | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(f) | Fair Value as of Prior Fiscal Year- End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(g) | Changes in Fair Value to Reflect Excess Fair Value Resulting From Modifications to Stock Option and Stock Awards ($)(h) | Compensation Actually Paid | | Randall A. Lipps | | | | | | | | | | | 2023 | 11,022,072 | (9,174,870) | 3,031,350 | (312,629) | — | 164,437 | (447,223) | — | 4,283,137 | | 2022 | 7,902,397 | (6,699,022) | 1,328,514 | (8,414,632) | 470,595 | (7,851,777) | — | — | (13,263,924) | | 2021 | 8,437,413 | (6,001,550) | 10,175,965 | 5,991,052 | 830,085 | 3,574,887 | — | — | 23,007,852 | | 2020 | 8,028,508 | (6,050,819) | 9,040,517 | 4,238,153 | — | 277,122 | — | — | 15,533,481 | | Other NEOs(i) | | | | | | | | | | | 2023 | 2,960,737 | (1,404,150) | 1,408,170 | (43,870) | — | 72,948 | (402,639) | 115,884 | 2,707,080 | | 2022 | 2,420,898 | (1,879,383) | 326,852 | (1,698,012) | 131,140 | (1,607,035) | (665,026) | — | (2,970,567) | | 2021 | 3,380,842 | (2,374,967) | 3,930,801 | 1,229,594 | 363,110 | 749,800 | — | — | 7,279,179 | | 2020 | 2,250,868 | (1,355,693) | 1,837,660 | 1,127,068 | 101,699 | 67,408 | — | — | 4,029,011 |