Corey Manley
OMNICELLAbout Corey Manley
Corey J. Manley, age 47, is Executive Vice President and Chief Legal and Administrative Officer at Omnicell. He joined Omnicell in April 2021 as Vice President & General Counsel, was promoted to Senior Vice President & Chief Legal Officer in May 2022, and to his current EVP role in June 2023. He holds a J.D. from the University of Notre Dame Law School and a B.S. in mechanical engineering from Purdue University . His incentive pay is aligned to company-wide metrics—non-GAAP EBITDA, total revenue, and SaaS & Expert Services revenue—with Omnicell achieving 106.9% of EBITDA, 97.9% of total revenue, and 104.7% of SaaS & Expert Services in 2024, driving a ~125% payout funding for NEOs; PSUs are tied to one-year TSR vs the S&P 1000 Healthcare Index, which came in ~80th percentile for 2024 (176% of target shares earned) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omnicell, Inc. | EVP, Chief Legal & Administrative Officer | Jun 2023 – Present | Oversees legal, administrative, insider trading governance and executive preclearance . |
| Omnicell, Inc. | SVP, Chief Legal Officer | May 2022 – Jun 2023 | Led legal function during compensation program refinement and equity plan amendments . |
| Omnicell, Inc. | VP & General Counsel | Apr 2021 – May 2022 | Established legal frameworks for governance and compliance . |
| BFS Capital, Inc. | Chief Legal Officer, Corporate Secretary, Chief Compliance Officer | Apr 2018 – Apr 2021 | Drove fintech compliance and corporate governance . |
| Duane Morris LLP | Partner | Aug 2014 – Apr 2018 | Corporate/transactions counsel, risk management . |
| Kirkland & Ellis LLP | Partner | Nov 2009 – Aug 2014 | Complex corporate transactions and governance . |
External Roles
No current public company directorships or disclosed external board roles .
Fixed Compensation
| Item | Amount/Detail |
|---|---|
| 2024 Base Salary | $410,000 |
| Perquisite Allowance | $16,000 annually for executive financial planning/tax services |
| Annual Physical Reimbursement | Up to $6,000 per year |
| Estate Planning Legal Fee Reimbursement | Up to $6,000 once every three years |
| 2024 Discretionary Bonus | $26,551 (~7% of target bonus), awarded for extraordinary efforts |
Performance Compensation
Annual Incentive Design (2024)
| Metric | Weighting | Annual Threshold | Annual Target | Annual Max | Annual Actual | Payout Impact |
|---|---|---|---|---|---|---|
| Non-GAAP EBITDA ($mm) | 40% | $110.0 | $127.0 | $144.0 | $135.8 | Contributed to ~125% funding |
| Total Revenue ($mm) | 40% | $1,105.0 | $1,136.0 | $1,167.0 | $1,112.2 | Contributed to ~125% funding |
| SaaS & Expert Services Revenue ($mm) | 20% | $228.0 | $232.5 | $237.0 | $243.5 | Contributed to ~125% funding |
Notes:
- Quarterly payouts capped at 20% of target for Q1–Q3; Q4 pays the remainder based on full-year performance and Executive Goals (four goals, typically equally weighted) .
- 2024 achievement yielded funding of approximately 125% of target for Messrs. Lipps, Etta, and Manley .
Corey Manley — 2024 Cash Incentive Outcomes
| Component | Threshold ($) | Target ($) | Max ($) | Actual Earned ($) | % of Target |
|---|---|---|---|---|---|
| Non-Equity Incentive (Bonus Plan) | $184,500 | $369,000 | $738,000 | $456,649 | 125% |
Equity Awards and Vesting
| Award Type | Grant Date | Shares | Vesting Mechanics | Performance/Earned Shares |
|---|---|---|---|---|
| RSUs | Feb 27, 2024 | 31,965 | 25% on Mar 1, 2025; remaining 75% in 12 equal quarterly vestings (May 15, Aug 15, Nov 15, Feb 15) over 3 years, subject to service | |
| PSUs (TSR vs S&P 1000 Healthcare Index) | Feb 27, 2024 | 31,965 (target) | Earned % based on 1-year TSR percentile; then 25% vests at certification, remainder in 12 equal quarterly vestings over 3 years, subject to service | |
| PSUs Earned (2024 performance) | Mar 8, 2025 (certified) | 56,268 | ~176% of target earned at ~80th TSR percentile; 25% vested immediately; remainder vests quarterly over 3 years (May 15, Aug 15, Nov 15, Feb 15) |
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (Shares) | 2,238 | 3,794 | 24,423 |
| Unvested RSUs at 12/31/2024 (by grant) | Shares | Market Value Basis |
|---|---|---|
| Apr 27, 2021 grant (unvested portion) | 475 | $21,147 @ $44.52 |
| May 18, 2022 grants (unvested portions) | 1,003 | $44,654 @ $44.52 |
| Jun 1, 2023 grant (unvested portion) | 6,750 | $300,510 @ $44.52 |
| Feb 27, 2024 grant | 31,965 | $1,423,082 @ $44.52 |
| PSUs at 12/31/2024 | Shares | Notes |
|---|---|---|
| 2024 PSUs (reported at max for disclosure) | 63,930 | Max (200% of target) for table reporting; actual earned ~56,268 at ~176% |
Additional alignment policies and signals:
- Stock Ownership Guideline: 3x annual base salary for executive officers; NEOs satisfied or were in five-year phase-in as of May 2024 .
- Hedging/Pledging: Policy prohibits short sales and hedging/derivative transactions; preclearance required for executive trades; Rule 10b5-1 plans must be adopted only in open windows and cannot be altered outside policy .
- Rule 10b5-1 Plan: Adopted June 13, 2025; effective Sep 12, 2025–earlier of Jun 12, 2026 or completion; allows sales up to 46,131 shares (combination of previously vested and gross shares scheduled to vest; net of tax withholding), no shares sold as of Q2 2025 filing .
Employment Terms
| Provision | Detail |
|---|---|
| Employment status | At-will; written agreements cover base, equity, bonus eligibility and Executive Severance Plan participation . |
| Executive Severance Plan (EVP level) | If terminated without Cause: lump sum cash equal to 1.0x base salary + 1.0x target annual bonus; 12 months COBRA subsidy; prorated payout of bonus for year of termination based on actual Company performance (assuming individual goals achieved); 1 year executive outplacement; change-in-control benefits available under plan . |
| Potential Payments (illustrative, as of 12/31/2023 valuation) | No Change in Control, Involuntary w/o Cause: $850,000 cash; $12,952 COBRA; $10,000 outplacement; Total $872,952 . Change in Control termination: $1,230,000 cash; $580,631 equity acceleration; $19,428 COBRA; $10,000 outplacement; $15,000 legal fees; Total $1,855,059 . |
| Indemnity | Executive officer indemnity agreements and indemnification of officers under policy . |
| Insider trading governance | CEO/CLAO serves as Securities Watch Officer; executives require preclearance for trades; quarterly/special blackout periods enforced . |
Compensation Structure Analysis
- Mix emphasizes at-risk pay: PSUs (TSR vs peer index) at ~50% of equity; RSUs ~50% for retention; bonus metrics spanning profitability (non-GAAP EBITDA), top-line (total revenue), and recurring revenue (SaaS & Expert Services) .
- Year-over-year cash changes: 2024 base salary $410,000 (+2.5% y/y); targeted total cash $779,000 (+2.5% y/y); percentile vs peer group: base <50th, targeted total cash 50th–75th .
- Discretionary bonus: Awarded ($26,551) recognizing extraordinary performance—watch for ongoing use of discretion as potential signal of governance flexibility .
- No tax gross-ups on severance/change-of-control; limited event-related tax reimbursements for certain corporate events noted in “All Other Compensation” footnotes (e.g., ~$4,889 for Manley in 2024) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~93.0%; five-year average ~93.9%—indicates strong shareholder support for pay design .
Expertise & Qualifications
- Education: J.D., University of Notre Dame; B.S. Mechanical Engineering, Purdue University .
- Technical/legal expertise: Corporate governance, compliance, transactions; executive oversight of insider trading policy and trade preclearance .
Work History & Career Trajectory
| Period | Role | Company |
|---|---|---|
| 2023–Present | EVP, Chief Legal & Administrative Officer | Omnicell |
| 2022–2023 | SVP, Chief Legal Officer | Omnicell |
| 2021–2022 | VP & General Counsel | Omnicell |
| 2018–2021 | Chief Legal Officer, Corporate Secretary, Chief Compliance Officer | BFS Capital |
| 2014–2018 | Partner | Duane Morris LLP |
| 2009–2014 | Partner | Kirkland & Ellis LLP |
Investment Implications
- Alignment: Strong pay-for-performance linkage via TSR PSUs (176% earned on ~80th percentile TSR) and quantitative bonus metrics; stock ownership guidelines reinforce alignment, and hedging is prohibited .
- Near-term selling pressure: A 10b5-1 plan effective Sep 12, 2025 allows sales up to 46,131 shares; expect periodic Form 4 disclosures and potential technical pressure around scheduled vest dates .
- Retention/termination economics: EVP-level severance of 1x salary + 1x target bonus plus benefits; double-trigger acceleration under CoC enhances retention but creates event-driven expense risk .
- Governance quality: Consistently high say-on-pay (>93%), independent Compensation Committee, and no severance tax gross-ups suggest shareholder-friendly practices; use of discretionary bonuses warrants monitoring for precedent expansion .