Bobby Ghoshal
OMNICELLAbout Kaushik “Bobby” Ghoshal
Independent director of Omnicell since July 2023; age 56. Currently Chief Commercial Officer, SaaS at ResMed; previously President — SaaS (Aug 2021–Dec 2023) and CTO (Apr 2018–Aug 2021) at ResMed; earlier COO of Brightree and technology leadership roles at Freescale, Motorola, Compuware, and Wipro. Education: MBA, Arizona State University; BS in Electronics Engineering & Telecommunications, NIT Calicut. Core credentials: digital health, cloud/SaaS, information security, data analytics, and AI/ML expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ResMed Inc. | Chief Commercial Officer, SaaS | Current | Commercial leadership for SaaS portfolio; digital health and cloud expertise |
| ResMed Inc. | President — SaaS Business | Aug 2021 – Dec 2023 | Led SaaS growth and operations |
| ResMed Inc. | Chief Technology Officer | Apr 2018 – Aug 2021 | Oversaw technology strategy, security, and platforms |
| Brightree (ResMed-owned) | Chief Operating Officer | Jun 2016 – Apr 2018 | Operational leadership for cloud-based out‑of‑hospital care SaaS |
| ResMed Inc. | VP, Information Technology | 2012 – 2016 | Enterprise IT leadership |
| Freescale; Motorola; Compuware; Wipro | Technology management roles | Pre‑2012 | Various leadership roles in semis and IT services |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Employment | ResMed Inc. | Chief Commercial Officer, SaaS | Public company employment (not a board seat) |
| Public company directorships | — | — | None disclosed in Omnicell’s proxy for Mr. Ghoshal |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined independent (all directors except CEO) |
| Board tenure/class | Class II; term expires 2027; director since 2023 |
| Committees | Corporate Governance Committee (member); M&A Committee (member) |
| Committee chair roles | None (not a chair) |
| Meeting attendance | All directors met ≥75% attendance in 2024; Board met 5x; CGC met 6x; M&A met 1x |
Fixed Compensation
| Component | Structure (Directors) | 2024 Amount (Ghoshal) |
|---|---|---|
| Board cash retainer | $22,500 per quarter (paid per quarterly meeting) | Included in total cash below |
| Committee cash fees | CGC member: $7,500 annual; CGC meeting fee: $1,250 per meeting; M&A member: meeting fee $1,250 per meeting (no annual fee) | Included in total cash below |
| Total cash fees (FY2024) | — | $97,500 |
| Expense reimbursement | Reasonable expenses reimbursed | As applicable |
Performance Compensation
| Equity Element | Structure | 2024 Amount (Grant-Date Fair Value) |
|---|---|---|
| Annual RSU grant | Target $160,000; vests in full at next annual meeting if service continues | Included in stock awards below |
| Incremental committee equity | CGC member: targeted $7,500 RSU value; CGC chair: $11,000; Audit/Comp chairs/members have higher tiers; M&A has no incremental equity | Included in stock awards below |
| Total stock awards (FY2024) | RSU-based; no options granted in 2024 | $182,429 |
Performance metrics for director equity: none (director RSUs are service‑based and vest time‑based; not performance‑conditioned) .
Director Compensation (FY2024)
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $97,500 |
| Stock awards (RSUs) | $182,429 |
| Option awards | $0 (no options granted) |
| Other compensation | $0 |
| Total | $279,929 |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public company boards (current) | None disclosed for Mr. Ghoshal |
| Compensation committee interlocks | Company disclosed no interlocks involving its Compensation Committee and other companies’ executive officers; Mr. Ghoshal is not on the Compensation Committee |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Digital health, cloud/SaaS | Senior SaaS leadership at ResMed/Brightree |
| Information security & data analytics | Identified as areas of board value-add |
| AI/ML and digital transformation | Explicitly cited by Corporate Governance Committee |
| Education | MBA (ASU); BS Engg (NIT Calicut) |
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (3/15/2025) | 8,119 shares; less than 1% of outstanding |
| RSUs outstanding (12/31/2024) | 5,717 shares subject to restricted stock awards |
| Stock options outstanding (12/31/2024) | 0 |
| Shares pledged | No pledge disclosure for Mr. Ghoshal; pledge footnote pertains to CEO only |
| Director ownership guideline | 5x annual cash retainer; directors met or are within 5‑year phase‑in as of 5/22/2024 |
Insider Trading & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (FY2024) | All directors and officers complied; no delinquent filings reported |
| Hedging/short sales policy | Prohibits short sales, options/derivatives and hedging transactions for directors and officers |
Related-Party Transactions and Conflicts
| Topic | Disclosure |
|---|---|
| Related-party transactions >$120,000 (since 1/1/2024) | None disclosed other than items noted; audit committee pre-approval policy in place |
| Employment at industry participant (ResMed) | Employment disclosed; no Omnicell-ResMed related-party transactions disclosed |
Governance Assessment
- Board effectiveness and engagement: Independent director with relevant SaaS/digital health and AI/ML expertise; active committee roles on Corporate Governance (oversees ESG and board composition) and M&A (reviews transactions up to $100M) support oversight depth .
- Independence, attendance, and alignment: Affirmed independent; met ≥75% attendance in 2024; director pay mixes cash with RSUs vesting at the following annual meeting, aligning with shareholder outcomes; subject to 5x retainer ownership guideline with phase‑in .
- Pay and incentives: 2024 total director comp of $279,929 (cash $97,500; RSUs $182,429) is primarily equity-based and time‑vested; no director options granted; no performance metrics tied to director pay, which is typical but reduces at‑risk linkage versus executives .
- Conflicts and red flags: No related‑party transactions involving Mr. Ghoshal disclosed; hedging/short‑sale prohibitions in place; Section 16 compliance reported as satisfactory. Note that CEO share pledging is disclosed separately, but no pledging for Mr. Ghoshal is indicated .
- Shareholder sentiment: Say‑on‑pay support was ~93% in 2024, indicating broad investor approval of compensation governance framework (not director-specific but relevant to overall governance confidence) .
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