DEF 14A of Accendra Health Inc/Va/, Mar 27, 2024

DEF 14A of Accendra Health Inc/Va/

Filed Mar 27, 2024 · FY20230001193125-24-078804

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | | Committee Memberships | | | | | Name | Primary Occupation | Age | Director Since | Independent | Audit | Exec | Gov & Nom | OP&C | | Mark A. Beck | Chair of the Board, Owens & Minor, Inc. Co-founder and Owner of B-Square Precision, LLC | 58 | 2019 | | | | | | | Gwendolyn M. Bingham | Retired United States Army Lieutenant General (three stars) | 64 | 2020 | | | | | | | Kenneth Gardner-Smith | Chief People Officer, DaVita, Inc. | 43 | 2022 | | | | | | | Robert J. Henkel | Retired President and Chief Executive Officer, Ascension Healthcare | 69 | 2019 | | | | | | | Rita F. Johnson-Mills | President (Southern Region), CINQCARE | 65 | 2022 | | | | | | | Stephen W. Klemash | Retired Partner, Ernst & Young LLP Former Lead Partner, Ernst & Young Americas Center for Board Matters | 63 | 2021 | | | | | | | Teresa L. Kline | Retired President and Chief Executive Officer of Health Alliance Plan of Michigan and Executive Vice President of Henry Ford Health System | 65 | 2022 | | | | | | | Edward A. Pesicka | President & Chief Executive Officer, Owens & Minor, Inc. | 57 | 2019 | | | | | | | Carissa L. Rollins | Chief Information Officer, Illumina, Inc. | 54 | 2022 | | | | | |

  3. Director Nominees

    Audit = Audit Committee Exec = Executive Committee Gov & Nom = Governance & Nominating Committee OP&C = Our People & Culture Committee

  4. Director Nominee Group Information

    Director Nominee Group Information

  5. Our Corporate Governance Highlights

    Our Corporate Governance Highlights

  6. Our Corporate Governance Highlights

    | Director Independence and Board Leadership | • All directors, including our Board Chair, are independent except for our CEO • Only independent directors serve on the Audit, Governance & Nominating, and Our People & Culture Committees • The independent directors on our Board and our Board committees conduct regular executive sessions without management | | Board Evaluation, Selection and Diversity | • The Board and each of its committees conduct an annual self-evaluation to assess their respective performance • The Governance & Nominating Committee identifies Board candidates based on selection criteria and considers candidates with diversity of experiences, gender, ethnicity and race for director vacancies • Our Bylaws provide that no director nominee can stand for election if the nominee is over age 72 • 5 of 9 director nominees are women and/or racially diverse • Average age of director nominees is 60 | | Board and Committee Oversight | • The Board actively engages annually in comprehensive senior management succession planning • The Board and its committees perform risk oversight of our Company, including our ERM program, ESG framework and governance structure, cybersecurity and information security risks • Each Board committee oversees the specific financial, compensation and governance risks related to its functions and responsibilities | | Governance Practices | • Annual review of our Corporate Governance Guidelines and Board committee charters • Our insider trading policy prohibits hedging or pledging Owens & Minor stock • Recoupment (“clawback”) policy for incentive compensation, including performance-based cash compensation and all equity compensation • Maintain substantial stock ownership requirements for directors and executive officers • Our Code of Honor applies to our directors, executive officers and all teammates • Corporate Governance Guidelines limit director membership on other public company boards | | Shareholder Rights | • Declassified Board with annual election of our directors serving one-year terms • Majority voting standard for uncontested director elections (plurality voting in contested elections) • Proxy access allowing holders of 3% of our stock for at least three years to include the greater of two nominees or nominees representing 20% of board seats in our proxy statement if they satisfy the requirements in our Company Bylaws • Annual shareholder advisory vote on the compensation of our named executive officers |

  7. Committees of the Board

    | • | Reviews and recommends changes to director compensation; |

  8. Director Compensation

    Director Compensation The Governance & Nominating Committee reviews director compensation annually, and it is the responsibility of this committee to recommend to the Board of Directors any changes in director compensation. The Board of Directors makes the final determination with respect to director compensation. The Governance & Nominating Committee has the authority under its charter to retain outside consultants or advisors to assist it in gathering information and making decisions. The Company uses a combination of cash and equity compensation to attract and retain qualified candidates to serve on its Board of Directors. In setting director compensation, the Company considers the time commitment that directors must make in performing their duties, the level of skills required by the Company of its Board members and the market competitiveness of its director compensation levels. Additionally, from time to time, the Company performs a market review with respect to other leading companies of similar size to the Company and with respect to the Company’s peer group, under the supervision of the Governance & Nominating Committee, and upon recommendation of the Company’s independent compensation consultant, to determine the compensation arrangements for the independent directors of the Company. The table below sets forth the schedule of fees paid to non-employee directors for their annual retainer and service in various capacities on Board committees and in Board leadership roles. Employee directors do not receive any additional compensation for serving on the Board or any of its committees.

  9. 2023 Director Compensation Table

    2023 Director Compensation Table The table below summarizes the actual compensation paid by the Company to non-employee directors who served during the year ended December 31, 2023. Mr. Pesicka’s compensation is shown in the table entitled “2023 Summary Compensation Table”.

  10. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | Total ($) | | Mark A. Beck | 235,000 | 175,000 | 410,000 | | Gwendolyn M. Bingham | 150,000 | 175,000 | 325,000 | | Kenneth Gardner-Smith | 125,000 | 175,000 | 300,000 | | Robert J. Henkel | 150,000 | 175,000 | 325,000 | | Rita F. Johnson-Mills | 125,000 | 175,000 | 300,000 | | Stephen W. Klemash | 155,000 | 175,000 | 330,000 | | Teresa L. Kline | 125,000 | 175,000 | 300,000 | | Carissa L. Rollins | 125,000 | 175,000 | 300,000 |

  11. 2023 Director Compensation Table

    | (1) Includes amounts deferred by the directors under the Directors’ Deferred Compensation Plan. |

  12. 2023 Director Compensation Table

    | (2) The amounts included in the “Stock Awards” column are the aggregate grant date fair value of the awards computed in accordance with the FASB ASC Topic 718. Assumptions used in the calculation of the stock awards are included in note 10 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated herein by reference. The actual value a director may receive for Stock Awards depends on market prices, and there can be no assurance that the amounts shown are the amounts that will be realized. |

  13. 2023 Director Compensation Table

    | (3) The Stock Award amount of $175,000 equated to 9,344 shares of restricted stock based on the closing stock price of $18.73 on May 12, 2023, the date of grant. These shares vest on May 12, 2024. |

  14. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Nine directors have been nominated for election to the Board of Directors for a one-year term expiring at the 2025 Annual Meeting of Shareholders or until their respective successors are elected. Each nominee has agreed to serve if elected and qualified. If any nominee is not able to serve, the Board may designate a substitute or reduce the number of directors serving on the Board. Proxies will be voted for the nominees shown below (or if not able to serve, such substitutes as may be designated by the Board). The Board has no reason to believe that any of the nominees will be unable to serve. Our Bylaws currently provide that the number of directors constituting the Board of Directors shall from time to time be set by resolution adopted by the affirmative vote of a majority of the Directors in office. In accordance with the Bylaws, the Board has approved that the Board of Directors would consist of nine directors. The Governance & Nominating Committee has recommended to the Board of Directors, and the Board of Directors has approved, nine persons as nominees for election to the Board of Directors. Proxies cannot be voted for a greater number of directors than the number of nominees named. Information on each nominee, including the particular experience, qualifications, attributes and/or skills that led the Board to conclude that he or she should serve as a director of the Company, is set forth below in the following tables and in nominee specific disclosures.

  15. Proposal 1: Election of Directors

    | Experience & Skills of Director Nominees | | | | | | | | | | | Significant Leadership Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Healthcare Experience | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Manufacturing/ Operations Experience | ✓ | ✓ | ✓ | | | ✓ | | ✓ | ✓ | | Global, Emerging Markets Experience | ✓ | ✓ | | | ✓ | ✓ | | ✓ | ✓ | | Supply Chain & Logistics Experience | ✓ | ✓ | | ✓ | | ✓ | | ✓ | ✓ | | Technology, Cybersecurity or IT Oversight | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Literacy & Reporting | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Risk Oversight/ Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Public Company Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Environmental, Social & Governance (ESG) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Background of Director Nominees | | | | | | | | | | | Gender | Male | Female | Male | Male | Female | Male | Female | Male | Female | | Race/Ethnicity | White | African American | African American | White | African American | White | White | White | White | | Age | 58 | 64 | 43 | 69 | 65 | 63 | 65 | 57 | 54 |

  16. Nominees for Election

    Nominees for Election

  17. Nominees for Election

    | Mark A. Beck | | | Principal Occupation: Co-founder and Owner of B-Square Precision, LLC Age 58 Director since 2019 Independent Director, Chair of the Board Committees: Executive (Chair), Governance & Nominating, Our People & Culture | Background: Mr. Beck serves as the Board’s Chair, a position he has held since September 2020, and is the co-founder and CEO of B-Square Precision, LLC, a private company engaged in the acquisition and management of companies that manufacture high-precision tools, dies, molds and components. Previously, Mr. Beck served as President and Chief Executive Officer of JELD-WEN Holding, Inc. (JELD-WEN), one of the world’s largest door and window manufacturers, from November 2015 to February 2018, and was a director of JELD-WEN from May 2016 to February 2018. Prior to JELD-WEN, Mr. Beck served as an Executive Vice President at Danaher Corporation, leading Danaher’s water quality and dental platforms, beginning in April 2014. Previously, he spent 18 years with Corning Incorporated in a series of management positions with increasing responsibility, culminating in his appointment as Executive Vice President overseeing Corning’s environmental technologies and life science units in July 2012. Mr. Beck currently serves on the board of directors of IDEX Corporation where he chairs the Nominating and Corporate Governance Committee and is a member of the Compensation Committee. He formerly served on the board of directors of Dow-Corning Corporation from 2010 to 2014. Qualifications: The Board of Directors has nominated Mr. Beck to continue his service as a director based on his experience as a chief executive officer of a public company with significant international operations and his track-record of innovation and successfully integrating acquired businesses. His insights into the manufacturing industry, both domestic and international, bring a unique perspective to Owens & Minor’s Board that assists us strategically as we grow our proprietary product manufacturing and sales capabilities and seek to manage our many relationships with the manufacturing community globally. | | Gwendolyn M. Bingham | | | Principal Occupation: Retired United States Army Lieutenant General (three-stars) Age 64 Director since 2020 Independent Director Committees: Executive, Governance & Nominating (Chair) | Background: Lieutenant General (three-stars) Bingham retired in September 2019 from the U.S. Army following a 38-year career in the military. During her military career, LTG (retired) Bingham served as Department of the Army Assistant Chief of Staff for Installation Management from 2016 through her retirement in 2019. Previously, she was Commanding General, U.S. Army Tank-Automotive and Armaments Lifecycle Management Command from 2014 to 2016; Commanding General, White Sands Missile Range from 2012 to 2014; Commandant, U.S. Army Quartermaster School from 2010 to 2012; and Chief of Staff, Combined Arms Support Command and Sustainment Center of Excellence from 2008 to 2010. LTG (retired) Bingham holds numerous civic and military honors and was the first woman to hold numerous positions as a U.S. Army General Officer including: the Army’s 51st Quartermaster General and Commandant of the U.S. Army Quartermaster School, Fort Lee, Virginia; the Commanding General, White Sands Missile Range, New Mexico and as Commanding General, Tank-Automotive and Armaments Life Cycle Management Command, Warren, Michigan. Qualifications: The Board of Directors has nominated LTG (retired) Bingham to continue her service as a director of the Company based on her over 20 years of senior executive leadership experience in complex logistics and supply chain management, resource management, environmental and energy matters, talent management and strategic planning. Additionally, LTG (retired) Bingham has unique experience in leading the Army’s most significant integrated material management center with manufacturing centers in multiple locations and personnel worldwide to support the Army’s efforts to sustain, prepare and transform its operations, which provides insight into the challenges faced in the business of global distribution and supply chain management. |

  18. Nominees for Election

    | Kenneth Gardner-Smith | | | Principal Occupation: Chief People Officer, DaVita Inc. Age 43 Director since 2022 Independent Director Committee: Our People & Culture | Background: Mr. Gardner-Smith has served as the Chief People Officer since 2020 for DaVita, Inc., a Fortune 500 kidney dialysis service provider. Prior to that Mr. Gardner-Smith has held the following positions with DaVita, including Regional Group VP, Field Operations – Southeast from 2015 to 2019, Division VP from 2014 to 2015, Group Director from 2013 to 2014, and Regional Director, Operations from 2011 to 2013. Prior to his employment with DaVita from 2008 to 2011, Mr. Gardner-Smith worked as an investment banker at Morgan Stanley focused on mergers and acquisitions. From 2003 to 2006, Mr. Gardner-Smith was Relationship Manager for Wells Fargo. Qualifications: The Board of Directors has nominated Mr. Gardner-Smith to continue his service as a director of the Company based on his extensive experience and business management leadership in the healthcare industry, including home-based care, as well as his experience developing process innovation, transformation, and talent strategies. His experience and range of perspectives as a senior healthcare executive in compensation, succession planning and diversity and inclusion will benefit the Company as it continues to develop talent and invest in human capital resources and expand as a medical product manufacturer and healthcare solutions partner for the healthcare industry. | | Robert J. Henkel | | | Principal Occupation: Retired, President & Chief Executive Officer of Ascension Health Age 69 Director since 2019 Independent Director Committees: Executive, Our People & Culture (Chair) | Background: Mr. Henkel was the President, Healthcare Transformation at the THEO Executive Group, from January 2019 to March 2021. Previously, Mr. Henkel served as President and Chief Executive Officer of Ascension Health from 2012 until his retirement in July 2017. Prior to that Mr. Henkel was the Chief Operating Officer of Ascension Health from 2004 to 2011. Ascension Health, Inc. is the largest non-profit healthcare system in the U.S. and the world’s largest Catholic health system. During his 25-year tenure with Ascension Health, Mr. Henkel was Chair of the Ascension Innovation Counsel for Ascension Health, Inc. from July 2017 to 2019, and served in a number of different roles including President of the Great Lakes and Mid-Atlantic States Operating Group. Prior to Ascension Health, Mr. Henkel held numerous executive leadership positions with other healthcare organizations, including the Daughters of Charity National Health System, St. Louis; Mount Sinai Medical Center, Miami Beach, Fla.; SSM Health Care in St. Louis; and Montefiore Medical Center, Bronx, New York. Mr. Henkel is a Life Fellow with the American College of Healthcare Executives and an adjunct professor of health policy and management with the University of Pittsburgh Graduate School of Public Health. Qualifications: The Board of Directors has nominated Mr. Henkel to continue his service as a director of the Company based on his extensive experience in the healthcare industry. Mr. Henkel brings deep leadership and management experience and insight both generally and specific to the healthcare industry, including unique strategic and operational experience from the healthcare industry. His unique perspective will benefit Owens & Minor as it continues to expand as a full-service partner for customers that focus on global healthcare solutions and understand the challenges faced at multiple levels within the global healthcare marketplace. |

  19. Nominees for Election

    | Rita F. Johnson-Mills | | | Principal Occupation: President, (Southern Region), CINQCARE Age 65 Director since 2022 Independent Director Committee: Governance & Nominating | Background: Ms. Johnson-Mills has served as President (Southern Region) of CINQCARE since March 2022. Prior to that, Ms. Johnson-Mills served as founder and CEO of consulting firm RJM Enterprises from January 2018 to February 2022. From August 2014 to December 2017, she served as President and Chief Executive Officer of UnitedHealthcare Community Plan of Tennessee, a health plan serving more than 500,000 government sponsored healthcare consumers with over $2.5 billion of annual revenue, after having previously served as Senior Vice President, Performance Excellence and Accountability for UnitedHealthcare Community & State since 2006, and was a founding member of UnitedHealthGroup’s Diversity and Inclusion Council. Ms. Johnson-Mills also previously served as the Director of Medicaid Managed Care for the Centers for Medicare and Medicaid Services and as Chief Executive Officer of Managed Health Services Indiana and Buckeye Health Plan, wholly owned subsidiaries of Centene Corporation. Ms. Johnson-Mills currently serves on the public company board of directors of Nyxoah SA and previously served on the board of Brookdale Senior Living, Inc. Ms. Johnson-Mills also serves as a director on the private boards of Quest Analytics, LLC and Ellipsis Health, and is a Governance Fellow with the National Association of Corporate Directors (NACD). She is a Hogan Certified Executive Coach and a Senn Delaney Certified Corporate Culture Facilitator. Qualifications: The Board of Directors has nominated Ms. Johnson-Mills to continue her service as a director of the Company based on her experience as a healthcare executive with more than 25 years of combined federal, state, and private industry experience. Her leadership experience and success in driving profitable, sustainable growth and implementation of programs to improve employee engagement and build strategic relationships in the public and private healthcare insurance sectors will benefit Owens & Minor as it continues to expand as a full-service partner for customers that focus on global healthcare solutions and offer indispensable guidance to our organization in our continued focus on home-based care solutions. | | Stephen W. Klemash | | | Principal Occupation: Retired Partner, Ernst & Young and EY Americas Center for Board Matters Age 63 Director since 2021 Independent Director Committees: Audit (Chair), Executive | Background: Mr. Klemash retired in June 2021 as a Partner with Ernst & Young LLP (EY), a position he held since 1997. Mr. Klemash served in a limited consulting capacity with EY through June 2022. In addition, Mr. Klemash also previously served as the Lead Partner with the EY Americas Center for Board Matters (CBM), from 2016 to December 2021. Prior to that Mr. Klemash held multiple Managing Partner positions for EY including from 2011 to 2016 East Central and Central Managing Partner of Accounts, from 2009 to 2011 East Central Region Managing Partner of Advisory, from 2007 to 2009 North Central Region Managing Partner of Assurance and Advisory Business Services and from 2002 to 2007 Pittsburgh Office Managing Partner. Prior to 2002, Mr. Klemash was an assurance practitioner, from the date of his hire by EY in 1984, serving clients in a variety of industries. Mr. Klemash is a certified public accountant and member of the American Institute of Certified Public Accountants. Qualifications: The Board of Directors has nominated Mr. Klemash to continue to serve as a director of the Company based on his extensive experience working with public companies, strong financial knowledge, and breadth of experience in business consulting, accounting, risk management, technology and cybersecurity, and corporate governance. The Board believes that the Company will benefit from Mr. Klemash’s comprehensive knowledge of board governance including ESG criteria along with his accounting, general business advisory skills and background in risk management and information security programs. |

  20. Nominees for Election

    | Teresa L. Kline | | | Principal Occupation: Retired, President and Chief Executive Officer of Health Alliance Plan of Michigan and Executive Vice President of Henry Ford Health System Age 65 Director since 2022 Independent Director Committee: Audit | Background: Ms. Kline retired in 2019 as President and Chief Executive Officer of Health Alliance Plan of Michigan and Executive Vice President of Henry Ford Health System, positions she held since 2016. Prior to that, her 40+ years of experience in healthcare include executive roles at Health Care Service Corporation (Senior Vice President and Chief Health Care Management Officer), HealthSouth (Senior Vice President), CHA Health (Chief Executive Officer), United Health Group (Chief Executive Officer of UHC-GA), OnCare (Senior Vice President) and Aetna Health Plans (Regional Vice President). Ms. Kline currently serves on the public company board of directors of Amedisys, Inc., a home health and hospice company; and private company board of directors of SaVida Health, an outpatient opioid use disorder treatment provider, and Presbyterian Healthcare Services, a health system. Ms. Kline also serves on the board of Kalamazoo College. Previously, Ms. Kline served as the Chairman of two private health care technology companies, Medecision and Availity. Ms. Kline formerly served on the board of directors of Apria, Inc., until it was acquired in March 2022 by Owens & Minor, Inc., and Intersect ENT, until it was acquired in May 2022 by Medtronic, Inc. Qualifications: The Board of Directors has nominated Ms. Kline to continue her service as a director of the Company based on her extensive knowledge in many different aspects of the healthcare industry including payor and provider experience, insurance, managed care, consulting, and outpatient facility management, and has successfully driven financial and operational turnaround, growth, mergers and acquisitions. Additionally, Ms. Kline is a seasoned healthcare executive with more than 35 years’ experience and deep knowledge of healthcare market dynamics and regulations, as well as healthcare technology and cybersecurity oversight. Ms. Kline has significant outside board experience, including other public company boards. |

  21. Nominees for Election

    | Edward A. Pesicka | | | Principal Occupation: President and Chief Executive Officer of Owens & Minor, Inc. Age 57 Director since 2019 Committee: Executive | Background: Mr. Pesicka is the President and Chief Executive Officer of Owens & Minor, Inc. a position he has held since March 2019. Previously Mr. Pesicka served as an independent consultant and advisor in the healthcare, life sciences and distribution industries since January 1, 2016. From January 2000 through April 2015, Mr. Pesicka served in various roles of increasing responsibility at Thermo Fisher Scientific Inc., including, Chief Commercial Officer and Senior Vice President from January 2014 to April 2015. Prior to that, he was President, Customer Channels at Thermo Fisher from July 2008 to January 2014 and President, Research Market from November 2006 to July 2008. Earlier in his career, Mr. Pesicka held various Vice President-level roles in Thermo Fischer Scientific’s finance department, serving as Chief Financial Officer of numerous divisions. Prior to Thermo Fisher Scientific, Mr. Pesicka spent eight years with TRW, Inc. in its finance department and three years with PricewaterhouseCoopers as an auditor. Mr. Pesicka serves on the public company Board of Directors of Fortrea, where he is a member of the Audit Committee and the Management Development & Compensation Committee. Qualifications: The Board of Directors has nominated Mr. Pesicka to continue to serve as a director of the Company based upon his unique ability as President and Chief Executive Officer to communicate to and inform the Board about the Company’s day-to-day operations, implementation of strategic initiatives, and industry developments. The Board believes that Mr. Pesicka brings an important perspective on the Company’s current operations and ongoing relationships with customers and suppliers. Mr. Pesicka’s substantial experience and expertise in distribution, as well as the healthcare and life sciences industries, allow him to contribute valuable industry perspectives and strategic leadership to the Board. |

  22. Nominees for Election

    | Carissa L. Rollins | | | Principal Occupation: Chief Information Officer, Illumina, Inc. Age 54 Director since 2022 Independent Director Committee: Audit | Background: Ms. Rollins has served as the Chief Information Officer (“CIO”) at Illumina, Inc. since March 2022. Before joining Illumina, Ms. Rollins was CIO at UnitedHealthcare from 2017 to 2022. Prior to that from 2015 to 2017, Ms. Rollins held the positions of CIO and Executive Vice President, Human Resources at Gander Mountain, and from 2010 to 2015 in senior roles at Kohl’s Corporation. Prior to that, Ms. Rollins held management roles of increasing responsibility at Manpower Global and Miller-Coors. Ms. Rollins has served on the Board of Directors for the YWCA, Minneapolis, and is currently the Board Chair. She also serves on the Grand Canyon Conservancy board. Qualifications: The Board of Directors has nominated Ms. Rollins to continue her service as a director of the Company based on her extensive knowledge of global information systems strategy, operations, risk and compliance, infrastructure, enterprise architecture, cybersecurity, employee, and business-facing applications. Additionally, her vast information technology knowledge includes leadership of strategy, roadmap, and technology investments in support of the commercial, Medicare and retirement, and government programs technology business. Ms. Rollins’ strategic mindset, strong technical skills and information systems acumen will be positive factors in Owens & Minor’s continued growth and success. |

  23. Nominees for Election

    The Board of Directors recommends a vote FOR the election of each nominee as Director.

  24. Amended 2023 Plan Best Practices

    | • | Meaningful annual limits on total non-employee director compensation; and |

  25. Non-Employee Director Compensation Limits

    Non-Employee Director Compensation Limits The fair value of any awards granted under the Amended 2023 Plan to a non-employee director as compensation for services on the Board, during any one calendar year, taken together with any cash fees paid to such non-employee director during such period in respect of the non-employee director’s services as a member of the Board during such year, may not exceed $750,000, provided that (i) the Committee may make exceptions to this limit, except that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous decisions involving compensation for non-employee directors and (ii) for any calendar year in which a non-employee director serves as lead director or non-executive chair of the Board, such limit will be increased to $1,500,000; provided, further, that such limit will be applied without regard to awards or other compensation, if any, provided to a non-employee director during any period in which such individual was an employee of the Company or any affiliate or was otherwise providing services to the Company or to any affiliate other than in the capacity as a non-employee director.

  26. Compensation Discussion and Analysis

    | Our Executive Compensation Philosophy Our executive compensation programs are designed to reflect a pay-for-performance philosophy that aligns with the business’s strategy and goals, both short and long-term, and pays for sustained performance, profitable growth, and achievement of results. We generally target the 50th percentile of our peer group and the relevant market as a reference point for positioning target total compensation for our executives(1), with the ability to earn above or below the 50th percentile based on Company and/or individual performance. Key considerations when determining an executive’s compensation include experience, size and scope of role, pay position relative to the market, internal equity, and talent retention. We designed our executive compensation program framework to reward for Company and individual performance, with a focus on the following objectives: • Reasonable but market-competitive base salaries to attract, motivate, and retain executives. • Appropriate balance between short- and long-term incentives and fixed and at-risk incentive compensation, to weigh cost against expected benefit and to align with the creation of shareholder value, including: • Annual cash incentives to drive critical business results each year; and • Long-term equity awards to retain management and incentivize executives to focus on longer-term financial performance and execution of our operational and strategic plans. • Retirement, severance, and other market-competitive benefits to attract executive talent and encourage retention. (1) This is a reference point, not a policy, and actual compensation may be above or below the target level based on Company and/or individual performance. |

  27. Compensation Components

    | Short-Term Compensation Cash | • Base salary • Annual Incentive Plan (AIP) | | Long-Term Compensation Equity | • Stock Incentive Plan(2) • 50% restricted stock units (RSUs) • 50% performance stock units (PSUs), with relative TSR modifier | | Other | • Retirement Savings (401(k)) & Executive Deferred Compensation & Retirement Plan • Health & Welfare benefits • Termination-related pay |

  28. Compensation Components

    | (2) On May 11, 2023, our shareholders approved the 2023 Omnibus Incentive Plan, replacing the 2018 Stock Incentive Plan. |

  29. Performance Goals and Results

    Performance Goals and Results

  30. Performance Goals and Results

    | | | Target | Actual(1) | Achievement | | 2023 AIP (Paid in March 2024) | 2023 Revenue (20%) 2023 AOI (60%) OMR Program AOI Benefit (20%) | $10,346.0 million $325.0 million $30.0 million | $10,337.6 million $315.4 million(2) $40.0+ million | 98% 68% 200% |

  31. Performance Goals and Results

    | (1) Shown on a constant currency basis. Revenue was $10,334 million for the year-ended December 31, 2023 and was unfavorably impacted by foreign currency of $3.7 million based on foreign currency rates as of December 31, 2022 and AOI was $304.7 million for the year-ended December 31, 2023 and was unfavorably impacted by foreign currency of $4.3 million based on foreign currency rates as of December 31, 2023. Adjusted Operating Income (non-GAAP), or AOI, and other non-GAAP financial measures included in this Proxy Statement and a reconciliation to the most comparable GAAP equivalent financial measure are described in the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2024. |

  32. Performance Goals and Results

    | (2) In determining achievement of the AOI performance metric under the 2023 AIP, the OP&C Committee considered a portion (approximately $6.4 million) of the costs associated with the Company’s accounts receivable sales program for 2023, which reduced our 2023 AOI but were not contemplated when the OP&C Committee established the original target performance levels. The actual AIP achievement for 2023 AOI would have been approximately 82% had those costs been excluded, resulting in total funding of 109% of target. Accordingly, the actual 2023 AOI metric used for calculating the 2023 AIP achievement is different from the 2023 AOI used for other purposes. |

  33. Summary of Our 2023 Decisions

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

  34. Aligning Pay with Performance

    | | Short-term Incentive | Long-term Incentive | | | | Annual Bonus | Performance-based Equity | Time-based Equity | | Objective | Reward achievement of short-term (annual) corporate performance goals | Reward long-term financial results and drive shareholder value creation | Reward long-term financial results and drive shareholder value creation Reinforce ownership in the Company Support retention of executives | | Form | Cash | PSUs (50%) | RSUs (50%) | | Time Horizon | 1 year | 3 years | 3 years | | Metrics | Adjusted AOI (60% weighting) Revenue growth (20% weighting) OMR Program AOI Benefit (20% weighting) | Cumulative adjusted EPS Relative TSR as a modifier | Continued employment |

  35. Compensation Factors and Governance

    | WHAT WE DON’T DO | | | | No Employment Agreements. We do not have employment agreements with our executive officers. | | | No Hedging. We prohibit our executive officers and directors from hedging against the economic ownership of Company stock. | | | No Pledging. We prohibit our executive officers from pledging Company stock. | | | No Repricing of Equity Awards. Our stock plans do not permit the repricing of equity awards without shareholder approval. | | | No Tax Gross-Ups. We do not provide excise tax gross-ups. |

  36. Compensation Factors and Governance

    | • | Limits on Incentive Compensation. We cap our AIP awards at 200% of the executive’s target award to protect against excessive focus on short-term incentives, and the OP&C Committee has discretion to reduce awards based on factors it deems appropriate, including whether officers took unnecessary risks. |

  37. Compensation Factors and Governance

    | • | Performance Metrics. We use financial performance metrics for our AIP that emphasize profitable and disciplined growth and require responsible and risk-based decision-making by our executives. We also use operational metrics and specific Management by Objectives (“MBO”s) to reward executives for appropriate decision-making and accomplishment of non-financial goals. |

  38. Compensation Factors and Governance

    | • | PSUs/Long-Term Equity Awards. At least half of an executive’s annual equity compensation consists of PSUs with a multi-year performance cycle which focuses management on sustaining the Company’s long-term performance. The other portion of an executive’s annual equity compensation consists of RSU awards that vest over a period of three years and, accordingly, further encourage a focus on long-term performance and support executive retention. |

  39. Compensation Factors and Governance

    | • | Share Ownership Guidelines. Our share ownership guidelines ensure that our executives have a substantial stake tied to long-term holdings in Company stock. |

  40. Compensation Factors and Governance

    | • | Recoupment Policy. Performance-based cash compensation and equity-based compensation (including both time- and performance-vesting equity awards) granted or paid to our current and former executive officers and other senior executives and employees as the O&PC Committee may from time to time designate are subject to recoupment under circumstances involving a restatement of our financial statements. |

  41. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The OP&C Committee has the authority under its charter to retain independent consultants to assist it in making decisions regarding compensation. In 2023, the OP&C Committee engaged Willis Towers Watson (“WTW”) as its independent consultant to, among other things:

  42. Role of the Independent Compensation Consultant

    | • | Analyze competitiveness of each element of compensation and total compensation for each of the NEOs relative to our peer group and industry trends; |

  43. Role of the Independent Compensation Consultant

    | • | Provide information regarding executive compensation trends and regulatory changes and developments; and |

  44. Role of the Independent Compensation Consultant

    | • | Provide input on annual and long-term incentive design |

  45. Role of the Independent Compensation Consultant

    Our consultant reports directly to the OP&C Committee, and, aside from its work with the OP&C Committee and Governance & Nominating Committee, performs no other work for the Company. The OP&C Committee has analyzed whether the work of WTW raised any conflict of interest and has concluded that the work of our advisors, including the individuals employed by our advisors who provide consulting services to the OP&C Committee, have not created, nor are they encumbered by, any conflict of interest. The OP&C Committee also considered and confirmed the independence of legal advisors retained by the OP&C Committee during 2023.

  46. Role of the Executive Compensation Peer Group

    Role of the Executive Compensation Peer Group

  47. Role of the Executive Compensation Peer Group

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

  48. Role of the Executive Compensation Peer Group

    The 12 peer companies we used to inform 2023 compensation decisions are outlined below. Covetrus, Inc. was acquired in October 2022 and is no longer a publicly traded company; as a result, it was removed from our peer group in 2023.

  49. Role of the Executive Compensation Peer Group

    | 2023 Peer Companies | | | Baxter International Inc. | ResMed Inc. | | Boston Scientific Corporation | STERIS PLC | | C.H. Robinson Worldwide, Inc. | TD SYNNEX Corporation | | DENTSPLY SIRONA Inc. | WESCO International, Inc. | | Henry Schein, Inc. | Quest Diagnostics Incorporated | | Patterson Companies, Inc. | Zimmer Biomet Holdings, Inc |

  50. Annual Performance-Based Cash Incentives

    Annual Performance-Based Cash Incentives We provide annual performance-based cash incentive opportunities to executive officers to incentivize them to achieve our current-year business and financial goals. Each year, the Board approves an annual operating plan, or AOP, that includes financial, strategic, and other goals, and we base annual incentive goals for the executive officers on the approved AOP. The goals include both Company performance and individual MBOs specific to each executive. For 2023, the OP&C Committee again selected a blend of Company financial metrics to assess our NEOs’ performance:

  51. Annual Performance-Based Cash Incentives

    | • | 2023 Revenue |

  52. Annual Performance-Based Cash Incentives

    | • | 2023 AOI |

  53. Annual Performance-Based Cash Incentives

    | • | 2023 OMR Program AOI Benefit |

  54. Annual Performance-Based Cash Incentives

    The OP&C Committee also structured our 2023 AIP to include MBOs as performance metrics that allow for a modifier of incentive compensation earned by the NEOs. The relative weighting of each of these metrics is set forth in the table below.

  55. Annual Performance-Based Cash Incentives

    | | Corporate Performance | | | | Individual Performance | | Measure | Revenue | AOI | OMR Program AOI Benefit | modified by | MBOs | | Weighting | 20% | 60% | 20% | | +/- 35% |

  56. 2023 Company Financial Metrics and Performance

    The OP&C Committee approved the 2023 Revenue, AOI, and the OMR Program goals and related compensation levels based on a conclusion that they provided a reasonable opportunity to achieve a bonus at the target level and an appropriately challenging stretch opportunity for performance in excess of target. The approved annual cash incentive program included a threshold level of performance that must be attained to receive any cash incentive payout; a target level of performance, which, if attained, would result in a 100% of target cash incentive payout; and a maximum level of 200% of target for any cash incentive award. For achievement levels above threshold but below target, or above target but below maximum, payout amounts are calculated based on a straight-line interpolation of the achievement level above threshold or target, as applicable. The threshold, target, and maximum levels of the 2023 AIP and associated 2023 performance are set forth in the table below. These financial goals are set on a constant currency basis so performance can be measured without positive or negative impact from currency fluctuations that are largely outside of the NEOs’ control. The financial performance resulted in overall funding for the AIP at 100% of the target performance level.

  57. 2023 Company Financial Metrics and Performance

    | Performance Metric | Threshold (AIP 0%) | Target (AIP 100%) | Maximum (AIP 200%) | Actual(1) | Actual AIP Achievement | | 2023 Revenue (20%) | < $9,829.0 million | $10,346.0 million | ≥ $10,863.0 million | $10,337.6 million | 98% | | 2023 AOI (60%) | < $295.0 million | $325.0 million | ≥ $353.0 million | $315.4 million(2) | 68% | | OMR Program AOI Benefit (20%) | $20.0 million | $30.0 million | $40.0 million | $40.0+ million | 200% |

  58. 2023 Company Financial Metrics and Performance

    | (2) In determining achievement of the AOI performance metric under the 2023 AIP, the OP&C Committee considered a portion (approximately $6.4 million) of the costs associated with the Company’s accounts receivable sales program for 2023, which reduced our 2023 AOI but were not contemplated when the OP&C Committee established the original target performance levels. The actual AIP achievement for 2023 AOI would have been approximately 82% had those costs been excluded, resulting in total funding of 109% of target. Accordingly, the actual 2023 AOI metric used for calculating the 2023 AIP achievement is different from the 2023 AOI used for other purposes. |

  59. 2023 NEO MBOs and Performance

    | • | Allow for negative discretion to reduce a bonus award where the NEO has not successfully performed his MBOs. |

  60. 2023 AIP Awards

    2023 AIP Awards In early 2024, considering the Company’s financial performance and MBO performance by the NEOs as discussed above, the OP&C Committee approved cash incentive payments as follows:

  61. 2023 AIP Awards

    | | Target (% of Base Salary) | Target Award Opportunity ($) | Actual Amount Awarded ($) | Actual (% of Target ) | | Edward A. Pesicka | 145% | $1,450,000 | $1,450,000 | 100% | | Alexander J. Bruni | 80% | $420,000 | $420,000 | 100% | | Andrew G. Long | 90% | $585,000 | $614,250 | 105%(1) | | Perry A. Bernocchi | 90% | $513,000 | $494,573(2) | 100% | | Daniel J. Starck | 120% | $780,000 | $780,000 | 100% |

  62. 2023 AIP Awards

    | (1) The OP&C Committee awarded Mr. Long an additional 5% for the successful transformation of the P&HS segment. |

  63. 2023 AIP Awards

    | (2) Mr. Bernocchi had a lower target annual incentive opportunity of 70% of annual base salary prior to becoming an NEO in March 2023, at which time, his target annual incentive opportunity was increased to 90% of his annual base salary. The actual amount awarded reflects his weighted target percentages awarded at 100% for 2023 based on relative portions of the 2023 fiscal year in which he served in each role. |

  64. Long-Term Incentives

    Long-Term Incentives Equity grants help to align executive interests with those of our shareholders. The OP&C Committee considers Company performance, individual performance, long-term potential, and market practices when determining the value and type (e.g., RSU versus PSU) of equity awarded to our executives.

  65. Our Equity Granting Practices

    Our Equity Granting Practices The equity awards granted to our NEOs in 2023 were made under our 2018 Stock Incentive Plan, as amended, which permitted us to grant non-qualified stock options, incentive stock options, stock awards, performance share awards, PSU awards, and stock appreciation rights. On May 11, 2023, our shareholders approved the 2023 Omnibus Incentive Plan, replacing the 2018 Stock Incentive Plan. Our 2023 Omnibus Incentive Plan permits us to award grants of non-qualified stock options, incentive stock options, restricted stock, RSUs, performance awards (including PSU awards) and stock appreciation rights. Except in instances of initial executive hiring, promotions, retention concerns and similar circumstances, we grant equity awards to executive officers one-time each year (generally at the time we review prior year’s performance and set current year compensation). This process occurs in the first quarter of the year, and the grant date is typically after the release of the prior year’s earnings and the filing of our Annual Report on Form 10-K with the SEC. The OP&C Committee’s decision to grant equity-based awards is discretionary and based upon the executive’s position, performance, expected future performance and the span of control in his or her role. We strive to maintain an appropriate balance between the aggregate number of shares used for equity grants (relative to the competitive landscape) and shareholder interests.

  66. Our 2023 Awards

    | • | 50% time-based vesting RSUs that vest ratably over a three-year period during which the officer is continuously employed by or providing services to the Company; and |

  67. Our 2023 Awards

    | • | 50% PSUs that are earned based on achievement of designated performance metrics over a three-year period, subject to the officer’s continued employment by or service to the Company. |

  68. Our 2023 Awards

    We believe that the mix between RSUs and PSUs helps provide a balance between linking compensation to the achievement of multi-year performance goals and strengthening the alignment of management and shareholder interests by creating meaningful levels of Company stock ownership by management. Grant values are based on the closing price of the Company’s stock on the date of grant. The 2023 PSU grant design maintained a three-year performance period. The PSU metric is a three-year cumulative adjusted EPS; in addition, the OP&C Committee added relative TSR as a modifier to further enhance the alignment of our executives with shareholder returns relative to that of other companies in the performance index. On March 1, 2023, the Company granted RSUs to Messrs. Pesicka, Bruni, Long, Bernocchi, and Starck. Also on March 1, 2023, in addition to the annual award, Mr. Long received a one-time award of RSUs with a grant value of $1,000,000 in recognition of his recent appointment as CEO, P&HS in October of 2022. The following table shows the annual long-term incentive awards granted to the NEOs in 2023:

  69. Our 2023 Awards

    | 2023 Long-Term Incentive Target Annual Award Values | | | | | | | Name | RSUs ($) | RSUs (#) | PSUs ($) | PSUs (#) | Total ($) | | Edward A. Pesicka | $2,750,000 | 178,109 | $2,750,000 | 178,109 | $5,500,000 | | Alexander J. Bruni | 500,000 | 32,384 | 500,000 | 32,384 | 1,000,000 | | Andrew G. Long (1) | 2,150,000 | 139,249 | 1,150,000 | 74,482 | 3,300,000 | | Perry A. Bernocchi | 1,000,000 | 64,767 | 1,000,000 | 64,767 | 2,000,000 | | Daniel J. Starck | 812,500 | 52,624 | 812,500 | 52,624 | 1,625,000 |

  70. Our 2023 Awards

    | (1) In addition to his annual equity grant, Mr. Long received a one-time RSU award with a target grant value of $1,000,000. |

  71. Recoupment Policy

    Recoupment Policy In an effort to mitigate any imprudent risk-taking behavior associated with incentive compensation, the Company has a policy that provides for the recoupment of performance-based cash compensation and all equity compensation (including both time- and performance-vesting equity awards) granted or paid to our current and former executive officers and other senior executives and teammates as the OP&C Committee may from time to time designate under circumstances involving a restatement of our financial statements. Performance-based compensation is recoverable from an executive officer (i) in the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws (an “Accounting Restatement”) and (ii) a lower payment would have been made to the executive officer based upon the restated financial results. In addition, upon an Accounting Restatement, time-based equity compensation is recoverable in amounts as determined by the OP&C Committee. The recoupment policy does not apply to covered compensation after the third anniversary of the date on which such compensation was paid. Our recoupment policy complies with the NYSE’s clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder.

  72. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the total compensation of our NEOs for 2023, and earlier years as applicable:

  73. 2023 Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Edward A. Pesicka President & Chief Executive Officer | 2023 | $1,000,000 | — | $5,834,851 | $1,450,000 | $105,059 | $8,389,910 | | | 2022 | 974,954 | — | 4,915,897 | 273,000 | 81,408 | 6,245,259 | | | 2021 | 912,000 | — | 4,400,000 | 2,280,000 | 88,578 | 7,680,578 | | Alexander J. Bruni Executive Vice President & Chief Financial Officer | 2023 | 528,180 | — | 1,060,900 | 420,000 | 18,174 | 2,027,254 | | | 2022 | 397,161 | — | 400,060 | 62,646 | 15,494 | 875,361 | | Andrew G. Long Executive Vice President, Chief Executive Officer, Products & Healthcare Services | 2023 | 653,938 | — | 3,440,033 | 614,250 | 16,324 | 4,724,545 | | | 2022 | 632,923 | — | 2,261,365 | 122,850 | 47,321 | 3,064,459 | | | 2021 | 564,731 | — | 1,900,000 | 1,062,000 | 38,756 | 3,565,487 | | Perry A. Bernocchi Executive Vice President, Chief Executive Officer, Patient Direct Former, President & CEO, Byram Healthcare | 2023 | 554,000 | — | 2,121,766 | 494,573 | 20,543 | 3,190,882 | | Daniel J. Starck Executive Vice President, Business Excellence Former, Executive Vice President, President – Patient Direct & CEO of Apria | 2023 | 650,000 | — | 1,723,963 | 780,000 | 28 | 3,153,991 | | | 2022 | 637,500 | — | 4,341,851 | 122,850 | 22,750 | 5,124,951 |

  74. 2023 Summary Compensation Table

    | (1) The amounts in column (c) reflect the base salary earned by each NEO. Effective March 1, 2023, Mr. Bernocchi received a base salary increase of 16% as a result his promotion to EVP, CEO Patient Direct. |

  75. 2023 Summary Compensation Table

    | (2) The amounts included in column (e) are the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, and include awards subject to performance conditions. Of the total awards reflected in column (e) for 2023, the amount specified below for each NEO represents awards subject to performance and market conditions, which are valued at the grant date based on probable achievement at target levels: |

  76. 2023 Summary Compensation Table

    Mr. Pesicka, $3,084,848; Mr. Bruni $560,891; Mr. Long, $1,290,028; Mr. Bernocchi $1,121,764; and Mr. Starck, $911,448. The grant date value of the above performance-based awards for 2023 would equal the following for each NEO assuming achievement of the highest level of performance conditions: Mr. Pesicka, $6,169,696; Mr. Bruni, $1,121,782; Mr. Long, $2,580,056; Mr. Bernocchi, $2,243,529; and Mr. Starck, $1,822,895. The amounts included in column (e) for Mr. Long reflect his annual grant of RSUs as well as a special grant of RSUs on March 1, 2023 in recognition of his recent appointment as CEO, Products & Healthcare Services in October of 2022. Assumptions used in the calculation of the stock awards included in column (e) are included in Note 10 “Share-Based Compensation” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated herein by reference. The actual value an NEO may receive for stock awards depends on market prices, and there can be no assurance that the amounts shown are the amounts that will be realized.

  77. 2023 Summary Compensation Table

    | (3) The amounts included in column (f) reflect cash awards to the NEOs under the Company’s performance-based annual incentive programs. For Mr. Bernocchi, the actual amount awarded reflects his weighted target percentages for 2023 based on relative portions of the 2023 fiscal year in which he served in each role. |

  78. 2023 Summary Compensation Table

    | (4) For 2023, the amounts included in column (g) consist of the following: |

  79. 2023 Summary Compensation Table

    | Name | Tax Planning Benefit(a) | Life Insurance Premiums | Defined Contribution Plans Company Match and Contribution(b) | Executive Physical | Other(C) | Total | | Edward A. Pesicka | $15,000 | $624 | $12,200 | $5,400 | $71,835 | $105,059 | | Alexander J. Bruni | 2,650 | 624 | 12,200 | 2,700 | — | 18,174 | | Andrew G. Long | 3,500 | 624 | 12,200 | — | — | 16,324 | | Perry A. Bernocchi | — | 612 | 19,181 | — | 750 | 20,543 | | Daniel J. Starck | — | 28 | — | — | — | 28 |

  80. 2023 Summary Compensation Table

    | (a) In 2023, the maximum tax and financial planning benefit was $15,000 for Mr. Pesicka; $3,500 for Messrs. Bruni, Long, Bernocchi and Starck. NEOs are required to submit documentation for reimbursement up to the plan levels shown. |

  81. 2023 Summary Compensation Table

    | (b) In 2023, any NEOs who elected to participate in the Company’s 401(k) program were treated on the same basis as all U.S. based teammates, including a 4% company match on employee contributions. Further, Mr. Bernocchi elected to participate in the non-qualified Executive Deferred Compensation and Retirement Plan, and the Company will match an additional 1%, or $6,981 for the 2023 plan year into the Executive Deferred Compensation and Retirement Plan that will be deposited in the second quarter of 2024. |

  82. 2023 Summary Compensation Table

    | (c) Other includes: |

  83. 2023 Summary Compensation Table

    | i. | For Mr. Pesicka, (A) $70,835 in incremental costs to the Company for use of the corporate aircraft was determined to be a perquisite in accordance with SEC rules and (B) the Company’s HSA match of $1,000. |

  84. 2023 Summary Compensation Table

    | ii. | For Mr. Bernocchi, the Company’s HSA match of $750. |

  85. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  86. 2023 Grants of Plan-Based Awards

    | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Potential Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) | Grant Date Fair Value of Stock and Option Awards (4) ($) | | | Award | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Edward A. Pesicka | RSU | 3/1/2023 | — | — | — | — | — | — | 178,109 | $2,750,003 | | | PSU | 3/1/2023 | — | — | — | — | 178,109 | 356,218 | — | 3,084,848 | | | AIP | 2023 | — | $1,450,000 | $2,900,000 | — | — | — | — | — | | Alexander J. Bruni | RSU | 3/1/2023 | — | — | — | — | — | — | 32,384 | $500,009 | | | PSU | 3/1/2023 | — | — | — | — | 32,384 | 64,768 | | 560,891 | | | AIP | 2023 | — | $420,000 | $840,000 | — | — | — | — | — | | Andrew G. Long | RSU | 3/1/2023 | — | — | — | — | — | — | 74,482 | $1,150,003 | | | RSU(5) | 3/1/2023 | — | — | — | — | — | — | 64,767 | 1,000,002 | | | PSU | 3/1/2023 | — | — | — | — | 74,482 | 148,964 | — | 1,290,028 | | | AIP | 2023 | — | $585,000 | $1,170,000 | — | — | — | — | — | | Perry A. Bernocchi | RSU | 3/1/2023 | — | — | — | — | — | — | 64,767 | $1,000,002 | | | PSU | 3/1/2023 | — | — | — | — | 64,767 | 129,534 | — | 1,121,764 | | | AIP(6) | 2023 | — | $513,000 | $1,026,000 | — | | | — | — | | Daniel J. Stark | RSU | 3/1/2023 | — | — | — | — | — | — | 52,624 | $812,515 | | | PSU | 3/1/2023 | — | — | — | — | 52,624 | 105,248 | — | 911,448 | | | AIP | 2023 | — | $780,000 | $1,560,000 | — | — | — | — | — |

  87. 2023 Grants of Plan-Based Awards

    | (1) The amounts included in columns (d) and (e) reflect the target and maximum amounts, respectively, payable to the NEOs under the Company’s performance-based annual incentive programs, which are described in more detail under “Compensation Discussion & Analysis—2023 AIP Awards” above. |

  88. 2023 Grants of Plan-Based Awards

    | (2) The amounts included in columns (g) and (h) reflect the target and maximum number, as applicable, of PSUs granted to the NEOs under the Company’s 2018 Stock Incentive Plan. |

  89. 2023 Grants of Plan-Based Awards

    | (3) The amounts included in column (i) reflect time-based RSUs awarded to the NEOs under the Company’s 2018 Stock Incentive Plan. |

  90. 2023 Grants of Plan-Based Awards

    | (4) The amounts in this column represent the grant date fair value of stock awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). For stock awards, the grant date fair value is the fair market value of the Company’s common stock on the grant date multiplied by the number of shares subject to the grant. For a discussion of the assumptions involved in the Company’s valuations, please see Note 10, “Shared-Based Compensation” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated herein by reference. The actual value an NEO may receive for stock awards depends on market prices, and there can be no assurance that the amounts shown are the amounts that will be realized. |

  91. 2023 Grants of Plan-Based Awards

    | (5) Mr. Long received a one-time additional grant of RSUs in conjunction with his annual grant for his assumption of the role Executive Vice President, CEO, P&HS in the fourth quarter of 2022. |

  92. 2023 Grants of Plan-Based Awards

    | (6) Mr. Bernocchi had a lower target annual incentive opportunity of 70% of annual base salary prior to becoming an NEO in March 2023, at which time, his target annual incentive opportunity was increased to 90% of his annual base salary. |

  93. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table summarizes information regarding outstanding equity awards held by the NEOs as of December 31, 2023.

  94. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | Stock Awards(1) | | | | | | | Name | Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(3) | Equity Incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(2) | | Equity Incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(3) | | Edward A. Pesicka | 3/1/2021 | 21,267(4) | $409,815 | — | | — | | | 3/3/2022 | 38,579(6) | 743,417 | — | | — | | | 4/29/2022 | — | — | 58,453 | (7) | $1,126,389 | | | 3/1/2023 | 128,882(5) | 2,483,556 | — | | — | | | 3/1/2023 | 178,109(10) | 3,432,160 | 178,109 | (11) | 3,432,160 | | Total | | 366,837 | $7,068,949 | 236,562 | | $4,558,550 | | Alexander J. Bruni | 3/1/2021 | 2,534(4) | $48,830 | — | | — | | | 3/3/2022 | 4,630(6) | 89,220 | — | | — | | | 8/10/2022 | 1,909(8) | 36,786 | — | | — | | | 3/1/2023 | 32,384(10) | 624,040 | 32,384 | (11) | $624,040 | | Total | | 41,457 | $798,876 | 32,384 | | $624,040 | | Andrew G. Long | 3/1/2021 | 9,184(4) | $176,976 | — | | — | | | 3/3/2022 | 17,747(6) | 341,985 | — | | — | | | 4/29/2022 | — | — | 26,889 | (7) | $518,151 | | | 3/1/2023 | 55,654(5) | 1,072,453 | — | | — | | | 3/1/2023 | 139,249(10)(12) | 2,683,328 | 74,482(11) | | 1,435,268 | | Total | | 221,834 | $4,274,741 | 101,371 | | $1,953,419 | | Perry A. Bernocchi | 3/1/2021 | 5,801(4) | $111,785 | — | | — | | | 3/3/2022 | 7,717(6) | 148,707 | — | | — | | | 4/29/2022 | 18,597(6) | 358,364 | 11,691 | (7) | $225,286 | | | 3/1/2023 | 35,150(5) | 677,341 | — | | — | | | 3/1/2023 | 64,767(10) | 1,248,060 | 64,767 | (11) | 1,248,060 | | Total | | 132,032 | $2,544,257 | 76,458 | | $1,473,346 | | Daniel J. Starck | 5/10/2022 | 14,255(6) | $274,694 | 85,394 | (7,9) | $1,645,542 | | | 3/1/2023 | 52,624(10) | 1,014,064 | 52,624(11) | | 1,014,064 | | Total | | 66,879 | $1,288,758 | 138,018 | | $2,659,607 |

  95. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (1) Prior to March 3, 2022, the Company generally granted awards to the NEOs in the form of restricted stock and performance shares, subject to exceptions in some instances. Following March 3, 2022, the Company has granted awards to NEOs in the form of RSUs and PSUs. |

  96. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (2) Amounts in this column represent the number of performance shares or PSUs, as applicable, outstanding based on the achievement of target performance conditions. Actual amounts earned, if any, will be based on achievement of the applicable performance metrics. |

  97. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (3) Calculated based on the $19.27 closing price per share of our Common Stock on December 29, 2023. |

  98. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (4) Vests in substantially equal installments on an annual basis over a three-year period from the vesting commencement date of May 15, 2021. |

  99. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (5) The original grant was awarded as performance shares tied to FY 2021 & FY 2022 performance. Following the measurement date, the award was cancelled and reissued in the form of a restricted stock grant in March 2023. The number of shares granted for the replacement restricted stock |

  100. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | award was based on performance against predetermined FY 2021—FY 2022 defined metrics. In March 2023, assessment was approved at 200%, and an additional one-year vesting requirement is in place per the terms of the original performance share agreement, whereby the award will vest on March 15, 2024. |

  101. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (6) Vests in substantially equal installments on an annual basis over a three-year period from the vesting commencement date of May 15, 2022. |

  102. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (7) Represents PSUs that can be earned in an amount ranging from 0% to 200% of the number of awarded shares based on the Company’s adjusted EPS performance for the three-year period January 1, 2022, through December 31, 2024. The OP&C Committee will determine if any shares have been earned following completion of 2024 and calculation of the three-year cumulative adjusted EPS and relative TSR as measured by the Russell 3000 Medical Equipment and Services Sector Index. |

  103. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (8) Vests in substantially equal installments on an annual basis over a three-year period from the vesting commencement date of August 15, 2022. |

  104. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (9) Reflects both an annual grant of PSUs and a one-time PSU award. 21,598 of Mr. Starck’s PSU awards are subject only to the vesting terms set forth in note (7). 63,796 of Mr. Starck’s PSU awards are based on Patient Direct segment three-year AOI, modified by the Owens & Minor PSU achievement levels achieved over that same three-year period, as described above in note (7). |

  105. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (10) Vests in substantially equal installments on an annual basis over a three-year period from the vesting commencement date of May 15, 2023. |

  106. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (11) Represents PSUs that can be earned in an amount ranging from 0% to 200% of the number of awarded shares based on the Company’s adjusted EPS performance for the three-year period January 1, 2023, through December 31, 2025. The OP&C Committee will determine if any shares have been earned following completion of 2024 and calculation of the three-year cumulative adjusted EPS and relative TSR as measured by the Russell 3000 Medical Equipment and Services Sector Index. |

  107. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (12) Mr. Long received a one-time additional grant of RSUs in conjunction with his annual grant for his assumption of the role Executive Vice President, CEO, P&HS in the fourth quarter of 2022. |

  108. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table summarizes for each NEO information regarding shares of our Common Stock subject to restrictions, RSUs or PSUs held by the NEOs that vested during 2023. No stock appreciation rights or stock options were outstanding during 2023.

  109. 2023 Option Exercises and Stock Vested

    | Stock Awards | | | | NEO | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Edward A. Pesicka | 748,176 | $10,538,178 | | Alexander J. Bruni | 15,550 | 288,854 | | Andrew G. Long | 130,808 | 1,897,167 | | Perry A. Bernocchi | 37,561 | 697,327 | | Daniel J. Starck | 7,343 | 137,534 |

  110. Pension Benefits

    Pension Benefits Our NEOs do not participate in any defined benefit pension plans.

  111. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Company maintains an Executive Deferred Compensation and Retirement Plan (“EDCP”) in which members of senior management, including our NEOs, and other certain management-level teammates are eligible to elect to defer portions of their compensation to save for retirement or other life events. The EDCP permits participants to defer up to 75% of their base salary and up to 100% of their annual cash incentive. The EDCP provides for similar investment options as our 401(k) Plan. The Company matches an additional 1% of the compensation deferred into the EDCP. EDCP accounts are paid out based on the participant’s election at the time of the deferral, subject to the requirements of Section 409A of the Internal Revenue Code, and may be paid in a lump sum, a series of annual installments, or monthly installment. Participants may elect to receive these distributions upon separation from service or upon the occurrence of one or more specified dates. All EDCP accounts are considered unfunded general contractual obligations and are subject to the claims of our general, unsecured creditors. The Company maintains the Apria Deferred Compensation Plan (the “Apria DCP”), a nonqualified plan, into which Apria executives (participants prior to the Company’s acquisition of Apria, Inc. on March 29, 2022) may defer up to 50% of their salary, up to 75% of their annual bonus and 100% of their annual 401(k) plan refund offset amount. In 2023, the Company matched 100% of participant Apria DCP contributions, up to 3.5% of the participant’s salary. Participants are 100% vested in matching contributions if they remain employed at the end of the applicable year. Apria DCP accounts are paid based on the participant’s election at the time of the deferral, subject to the requirements of Section 409A of the Internal Revenue Code, and may be paid in a lump sum or a series of annual installments. Participants may elect to receive these distributions upon separation from service or upon the occurrence of one or more specified dates. The Apria DCP was frozen at the end of 2023, and participants were given the opportunity to elect to participate in the EDCP for 2024. The following table sets forth information regarding contributions to, earnings on and total balances in the EDCP or Apria DCP, as applicable, for the NEOs in 2023.

  112. Nonqualified Deferred Compensation Plan

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Edward A. Pesicka | — | — | — | — | — | | Alexander J. Bruni | — | — | — | — | — | | Andrew G. Long(3) | — | — | $33,218 | — | $198,276 | | Perry A. Bernocchi(4) | $182,820 | $6,981 | $123,532 | — | $940,834 | | Daniel J. Starck(5) | — | — | $29,713 | — | $192,417 |

  113. Nonqualified Deferred Compensation Plan

    | (1) Company contributions included in “All Other Compensation” for 2023 in the Summary Compensation Table. |

  114. Nonqualified Deferred Compensation Plan

    | (2) Deferred amounts earned returns based on the performance of the funds into which they were invested, which consist of generally the same funds available to the participants under our 401(k) Plan. |

  115. Nonqualified Deferred Compensation Plan

    | (3) Denotes previous Owens & Minor EDCP participant with earnings in 2023. |

  116. Nonqualified Deferred Compensation Plan

    | (4) Denotes 2023 Owens & Minor EDCP participant with contributions and earnings in 2023. |

  117. Nonqualified Deferred Compensation Plan

    | (5) Denotes Apria DCP participant in 2023, with earnings in 2023. The Apria DCP was frozen at the end of 2023. |

  118. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  119. Mr. Starck’s Severance Arrangements

    | (iv) Any outstanding equity awards will immediately vest in full. |

  120. Table of Potential Payments Upon Termination or Change in Control

    Table of Potential Payments Upon Termination or Change in Control The following table reflects the estimated potential compensation payable to each of the NEOs under the Company’s compensation and benefit plans and arrangements in the event of certain terminations of employment, including following a change in control. Except as otherwise stated in footnote (4) to the table below, the amounts shown are estimates of the amounts that would be paid to the NEOs upon termination of their employment assuming that such termination was effective December 31, 2023.

  121. Table of Potential Payments Upon Termination or Change in Control

    | Name and Principal Position (1) | Cash Severance Payment ($) | Continuation of Medical / Welfare and Other Benefits (present value) ($) | Acceleration and Continuation of Equity Awards(5) ($) | Parachute Excise Tax Impact ($) | Total Termination Benefits ($) | | Edward A. Pesicka President & Chief Executive Officer | | | | | | | • Involuntary Termination Without Cause(2) | $3,675,000 | $32,639 | $4,162,667 | — | $7,870,306 | | • Voluntary Termination or Involuntary Termination With Cause | — | — | — | — | — | | • Involuntary or Good Reason Termination after Change In Control | 4,900,000 | 33,252 | 11,627,499 | — | 16,560,751 | | • Disability(3) | 3,370,000 | — | 4,162,667 | — | 7,532,667 | | • Death(4) | — | — | 7,068,949 | — | 7,068,949 | | Alexander J. Bruni Executive Vice President & Chief Financial Officer | | | | | | | • Involuntary Termination Without Cause(2) | $1,090,796 | $13,773 | $273,345 | — | $1,377,914 | | • Voluntary Termination or Involuntary Termination With Cause | — | — | — | — | — | | • Involuntary or Good Reason Termination after Change In Control | 1,454,394 | 36,189 | 1,422,916 | — | 2,913,500 | | • Disability(3) | 6,600,000 | — | 273,345 | — | 6,873,345 | | • Death(4) | — | — | 798,876 | — | 798,876 |

  122. Table of Potential Payments Upon Termination or Change in Control

    | Name and Principal Position (1) | Cash Severance Payment ($) | Continuation of Medical / Welfare and Other Benefits (present value) ($) | Acceleration and Continuation of Equity Awards(5) ($) | Parachute Excise Tax Impact ($) | Total Termination Benefits ($) | | Andrew G. Long Executive Vice President, Chief Executive Officer, Products & Healthcare Services | | | | | | | • Involuntary Termination Without Cause(2) | $1,852,500 | $14,470 | $2,121,800 | — | $3,988,770 | | • Voluntary Termination or Involuntary Termination With Cause | — | — | — | — | — | | • Involuntary or Good Reason Termination after Change In Control | 2,470,000 | 47,342 | 6,228,160 | — | 8,745,502 | | • Disability(3) | 2,480,000 | — | 4,162,667 | — | 6,642,667 | | • Death(4) | — | — | 4,274,741 | — | 4,274,741 | | Perry Bernocchi Executive Vice President, Chief Executive Officer, Patient Direct | | | | | | | • Involuntary Termination Without Cause(2) | $1,502,898 | $13,233 | $1,382,372 | — | $2,898,503 | | • Voluntary Termination or Involuntary Termination With Cause | — | — | — | — | — | | • Involuntary or Good Reason Termination after Change In Control | 2,003,865 | 27,538 | 4,017,602 | — | 6,049,005 | | • Disability(3) | 228,000 | — | 1,382,372 | — | 1,610,372 | | • Death(4) | — | — | 2,544,257 | — | 2,544,257 | | Daniel J. Starck Executive Vice President, Business Excellence | | | | | | | • Involuntary Termination Without Cause(2) | $2,145,000 | $14,946 | $413,245 | — | $2,573,191 | | • Voluntary Termination or Involuntary Termination With Cause | — | — | — | — | — | | • Involuntary or Good Reason Termination after Change In Control | 3,185,000 | 54,399 | 3,948,365 | — | 7,187,764 | | • Disability(3) | 3,073,000 | — | 413,245 | — | 3,486,245 | | • Death(4) | — | — | 1,288,758 | — | 1,288,758 |

  123. Table of Potential Payments Upon Termination or Change in Control

    | (1) The amounts shown in the table do not include accrued salary and vacation payable through the date of the NEO’s termination of employment or the distribution of any balances under the EDCP, Apria DCP or the Company’s 401(k) Plan. |

  124. Table of Potential Payments Upon Termination or Change in Control

    | (2) Under the terms of each NEO’s applicable agreement, if the executive would be better off on an after-tax basis, any “parachute payments” under Section 280G of the Internal Revenue Code will be reduced to a level equal to the applicable Section 280G safe harbor. |

  125. Table of Potential Payments Upon Termination or Change in Control

    | (3) A termination of employment due to disability entitles the NEOs to benefits under the Company’s disability plan, which is generally available to salaried teammates. |

  126. Table of Potential Payments Upon Termination or Change in Control

    | (4) A termination of employment due to death entitles the NEOs to benefits under the Company’s life insurance plan, which is generally available to salaried teammates. |

  127. Table of Potential Payments Upon Termination or Change in Control

    | (5) The amounts in this column represent the estimated benefit to the NEO due to accelerated vesting of equity awards as described in more detail on page 66 of this Proxy Statement and are calculated based on the number of shares subject to accelerated vesting multiplied by $19.27, the closing price of the Company’s Common Stock on December 29, 2023. Any performance shares or PSUs that vest are valued based upon assumed performance at the target level. |

  128. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our teammates and the annual total compensation of Mr. Pesicka, our President and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As disclosed in the Summary Compensation Table, the 2023 annual total compensation as determined under Item 402 of Regulation S-K for Mr. Pesicka was $8,389,910. The 2023 annual total compensation as determined under item 402 of Regulation S-K for the median teammate was $40,143. Based on the foregoing, our estimate of the ratio of Mr. Pesicka’s annual total compensation to the median teammate’s annual total compensation for 2023 is 209 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies. On December 31, 2023, we and our subsidiaries employed a total of over 22,200 teammates. For 2023, we identified the median teammate based on total target compensation of each teammate within our global workforce as set forth in our human resources databases on December 31, 2023, which included target salary, cash bonus, equity compensation, and other compensation. We believe this method reflects a reasonable estimate for actual compensation paid. For the approximately 8,500 teammates outside the U.S., we converted their compensation to U.S. dollars using prevailing exchange rates as of December 31, 2023. We calculated the total annual compensation for the “median teammate” for 2023 in the same way Mr. Pesicka’s total annual compensation was calculated in the Summary Compensation Table. The integration of the Apria, Inc. population in 2023 which consisted of approximately 6,400 teammates, greatly reduced the CEO pay ratio.

  129. Pay versus Performance

    Pay versus Performance The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our NEOs for the fiscal years (“FY”) ended on December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020, as required by SEC rules.

  130. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1)(2)(7) ($) | Average Summary Compensation Table Total for non-PEO NEOs (3) ($) | Average Compensation Actually Paid to non-PEO NEOs (2)(3)(7) ($) | Value of initial fixed $100 Investment based on: | | Net Income ($mm) (5) | | Adjusted EPS (6) ($) | | | | | | | Total Shareholder Return (4) ($) | Peer Group Total Shareholder Return (4) ($) | | | | | 2023 | $8,389,910 | $2,434,260 | $3,274,168 | $2,596,315 | $373 | $123 | ($ | 41) | $1.36 | | 2022 | 6,245,259 | (20,486,138) | 2,782,307 | (1,231,650) | 378 | 117 | | 22 | 2.42 | | 2021 | 7,680,578 | 42,840,278 | 3,378,068 | 7,915,780 | 843 | 151 | | 222 | 4.10 | | 2020 | 7,628,179 | 56,613,156 | 2,277,468 | 8,482,353 | 524 | 125 | | 30 | 2.26 |

  131. Pay versus Performance

    | (1) The name of the Principal Executive Officer of the Company (“PEO”) reflected in these columns for each of the applicable fiscal years is Edward A. Pesicka. |

  132. Pay versus Performance

    | (2) In calculating the ‘compensation actually paid’ (“CAP”) amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant (except for changes due to the relevant measurement date). |

  133. Pay versus Performance

    | (3) The names of each of the non-PEO NEOs reflected in these columns for each applicable fiscal year are as follows: (i) for fiscal year 2023, Andrew G. Long, Alexander J. Bruni, Perry A. Bernocchi, and Daniel J. Starck; (ii) for fiscal year 2022, Mr. Long, Mr. Bruni, Nicholas J. Pace, Mr. Starck, Tammy L. Gomez and Jeffrey T. Jochims; (iii) for fiscal year 2021, Mr. Long, Mr. Jochims, Christopher M. Lowery, Mr. Pace and Mark P. Zacur; and (iv) for fiscal year 2020, Mr. Long, Mr. Jochims and Mr. Lowery. |

  134. Pay versus Performance

    | (4) The Company TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. |

  135. Pay versus Performance

    | The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our 2024 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K: Russell 3000 Medical Equipment and Services Sector Index. |

  136. Pay versus Performance

    | (5) Represents the amount of net income reflected in the Company’s audited financial statements for each applicable fiscal year. |

  137. Pay versus Performance

    | (6) We have selected Adjusted EPS as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link CAP to our NEOs to company performance for fiscal year 2023. Adjusted EPS is a non-GAAP financial measure, which excludes items and charges that (i) management does not believe reflect the Company’s core business and relate more to strategic, multi-year corporate activities; or (ii) relate to activities or actions that may have occurred without predictable trends from net income reported in accordance with U.S. GAAP. Charges excluded from Adjusted EPS and other non-GAAP financial measures include intangible amortization, acquisition-related and exit and realignment charges, and other adjustments. Adjusted EPS and other non-GAAP financial measures included in this Proxy Statement and a reconciliation to the most comparable GAAP equivalent financial measure for the years ended December 31, 2023, 2022, 2021, and 2020 are described in the Company’s Current Reports on Form 8-K filed with the SEC on February 20, 2024, February 28, 2023 and February 23, 2022. |

  138. Pay versus Performance

    | (7) For fiscal years 2023, 2022, 2021 and 2020 the CAP to the PEO and the average CAP to the non-PEO NEOs reflect the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020, as applicable, computed in accordance with Item 402(v) of Regulation S-K. Adjustments for (a) increase in fair value of awards granted and vesting during the applicable FY, and (b) reduction of fair value of awards granted during prior FY that were forfeited during the applicable FY, were not included as columns because there were no values to report during the covered year: |

  139. Pay versus Performance

    Owens & Minor, Inc.

  140. Pay versus Performance

    | Year | Deduction for amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for applicable FY | Increase in fair value of awards granted during applicable FY that remain unvested as of applicable FY end, determined as of applicable FY end | Change in fair value of awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in fair value from prior FY end to applicable FY end | Change in fair value of awards granted during prior FY that vested during applicable FY, determined based on change in fair value from prior FY end to vesting date | Increase based on dividends or other earnings paid during applicable FY prior to vesting date | Total Adjustments | | PEO | | | | | | | | 2023 | $(5,834,851) | $4,084,966 | $(49,069) | $(4,156,695) | — | $(5,955,649) | | 2022 | (4,915,897) | 1,141,587 | (21,056,470) | (1,903,417) | 2,800 | (26,731,397) | | 2021 | (4,400,000) | 8,409,551 | 29,692,842 | 1,440,780 | 16,527 | 35,159,700 | | 2020 | (4,400,000) | 24,624,886 | 28,689,464 | 64,068 | 6,559 | 48,984,977 | | Avg. non-PEO NEOs | | | | | | | | 2023 | $(2,086,665) | $1,597,860 | $(11,257) | $(177,791) | — | $(677,853) | | 2022 | (1,950,021) | 378,830 | (2,249,301) | (193,567) | 103 | (4,013,956) | | 2021 | (1,700,000) | 2,841,429 | 2,961,055 | 433,444 | 1,784 | 4,537,712 | | 2020 | (733,333) | 4,104,161 | 2,573,437 | 259,703 | 918 | 6,204,886 |

  141. Pay versus Performance

    72

  142. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs depicting the relationships between the information presented in the table above. The graphs below further depict the relationship between the compensation actually paid and the performance measures shown in the pay versus performance tabular disclosure above. In addition, the first graph below shows the relationship between Company total shareholder return and that of the Russell 3000 Medical Equipment and Services Sector Index. Compensation actually paid for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not necessarily represent the actual amount of compensation earned by or actually paid to our NEOs during the applicable years. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our 2023 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K: Russell 3000 Medical Equipment and Services Sector Index. Owens & Minor, Inc.

  143. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The following table lists our most important performance measures used by us to link CAP to our NEOs to company performance for fiscal year 2023. The performance measures included in this table are not ranked by relative importance.

  144. Pay versus Performance Tabular List

    | Most Important Performance Measures | | Adjusted EPS | | Revenue | | Adjusted Operating Income |

  145. Pay versus Performance Tabular List

    74