Bruce Scott
OMNICELLAbout Bruce E. Scott
Bruce E. Scott (age 69) has been an independent director of Omnicell since May 2019. He is Chair of the Corporate Governance Committee, and serves on the Audit and M&A Committees, bringing >30 years of leadership experience across pharmacy benefit management, health‑system pharmacy, and medication management services . He holds a B.S. in Pharmacy (University of Wisconsin) and an M.S. in Pharmacy Administration (University of Kansas, where he completed a residency) . Omnicell’s site notes additional community leadership roles and industry recognition (including the Harvey A.K. Whitney Lecture Award) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnvisionRxOptions (Rite Aid) | President, EnvisionPharmacies | 2014–2018 | Led PBM division operations |
| Medco Health Solutions | President, Accredo Infusion Services; President, Critical Care Systems; SVP & Chief Pharmacist | 2008–2012 | Senior leadership in PBM and specialty pharmacy |
| McKesson Medication Management LLC | Chief Operating Officer | 2004–2008 | Oversaw pharmacy management services |
| Allina Hospitals & Clinics / United Hospital | Senior roles incl. Director of Pharmacy (United Hospital) | 1987–1998 | Health‑system pharmacy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Wisconsin, School of Pharmacy | Chair, Board of Visitors | Current | Advisory board leadership |
| Ronald McDonald House (local chapter) | Chair, Board of Directors | Current | Community leadership |
Board Governance
- Committee assignments: Audit (member), Corporate Governance (Chair), M&A (member) .
- Independence: Board determined Mr. Scott is independent under Nasdaq standards; only the CEO is non‑independent .
- Attendance and engagement: The Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Committee meetings in 2024: Audit 12, Compensation 6, Corporate Governance 6, M&A 1 .
- Board leadership: CEO also serves as Chair; a Lead Independent Director (Joanne Bauer) presides over independent sessions and coordinates agendas with committee chairs, supporting independent oversight .
Fixed Compensation (Director)
| Component | Details | Source |
|---|---|---|
| Quarterly Board cash fee | $22,500 per quarterly Board meeting attended (in person or electronic) [cash] | |
| Committee chair/member annual cash + meeting fees | Audit Chair $20,000 + $1,250/meeting; Audit member $10,000 + $1,250/meeting; Comp Chair $20,000 + $1,250/meeting; Comp member $10,000 + $1,250/meeting; Corp Gov Chair $11,000 + $1,250/meeting; Corp Gov member $7,500 + $1,250/meeting; M&A member $1,250/meeting (no annual fee) | |
| Annual equity grant (continuing directors) | Targeted RSU value $160,000; vests at next annual meeting if still serving |
| Bruce E. Scott – 2024 Actual Director Pay | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 111,375 |
| Stock Awards (grant-date fair value) | 198,763 |
| Options | — |
| All Other Compensation | — |
| Total | 310,138 |
Notes:
- As of 12/31/2024, Mr. Scott held 6,381 outstanding stock options and 6,177 unvested RSUs; no new options were granted in 2024 .
Performance Compensation (Director)
- Structure: Director equity is time‑based RSUs (not performance‑conditioned); annual grant targeted at $160,000, vesting at the following annual meeting subject to continued service .
- Metrics: None for directors (performance metrics apply to executive PSUs; director RSUs are time‑vested) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Scott .
- Compensation committee interlocks: Company disclosed no compensation committee interlocks in 2024; Mr. Scott was not on the Compensation Committee .
Expertise & Qualifications
- Domain expertise: Deep pharmacy operations and PBM leadership; health‑system pharmacy and medication management experience .
- Governance: Corporate Governance Committee Chair; Audit Committee member .
- Education: B.S. Pharmacy (UW), M.S. Pharmacy Administration (Kansas) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/15/2025) | 22,492 shares (<1% of outstanding) |
| Options exercisable (as of dates specified) | 6,381 shares |
| Unvested RSUs outstanding (12/31/2024) | 6,177 shares |
| Pledged shares | None disclosed for Mr. Scott; pledge noted only for CEO shares |
| Ownership guidelines | Directors: 5× annual cash retainer; as of 5/22/2024 all directors met or were within phase‑in period |
| Hedging policy | Hedging and short sales prohibited for directors |
Insider Trades (Form 4 summary)
| Filing date | Form | Summary | Link |
|---|---|---|---|
| 2024‑05‑23 | Form 4 | Director equity transaction reported (customary annual director grant/vesting timing) | https://www.sec.gov/Archives/edgar/data/926326/000141588924014260/xslF345X03/form4-05232024_080523.xml |
| 2025‑06‑03 | Form 4 | Director ownership change reported | http://pdf.secdatabase.com/64/0001415889-25-015377.pdf |
Notes: See the company’s Section 16 filings for full transaction details; the 2025 proxy reports all Section 16 filings were compliant for directors and officers in 2024 .
Governance Assessment
- Strengths: Independent director with deep sector expertise; Chair of Corporate Governance Committee; independent committee leadership; no related‑party transactions disclosed; equity‑heavy director pay aligns with shareholder interests; hedging prohibited; stock ownership guidelines in place and met or on track .
- Attendance and engagement: Board and committees met regularly in 2024; each director met the 75% attendance threshold; Scott’s committee leadership suggests active engagement .
- Investor sentiment: Say‑on‑pay support strong (≈93% in 2024). At the 2025 annual meeting, say‑on‑pay received 35,780,985 For / 1,724,508 Against / 180,671 Abstain votes; Class III slate including Mr. Scott was re‑elected (34,114,987 For / 3,571,177 Withheld for Scott) .
- Potential red flags: None identified specific to Mr. Scott. Board combines CEO/Chair roles, but a Lead Independent Director and independent committee chairs (including Scott for Corporate Governance) provide counterbalance .
Related Party/Conflict Check
- The Audit Committee oversees related‑party transactions; the proxy discloses no related‑party transactions involving Mr. Scott in or after 2024 .