Edward Bousa
OMNICELLAbout Edward P. Bousa
Independent director of Omnicell since July 2021; age 66. Former Wellington Management partner (2000–2020), prior roles at Putnam Investments (mutual fund manager) and Fidelity Investments (equity analyst/PM); CFA charterholder with BA in Economics (Williams College) and MBA (Harvard Business School) . Beneficial ownership of Omnicell common stock: 11,500 shares as of March 15, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company LLC | Partner; team lead, Quality Value Equity | 2000–2020 | Executive committee member; led Quality Value strategies |
| Putnam Investments | Mutual Fund Manager | 1992–2000 | Portfolio management |
| Fidelity Investments | Equity Research Analyst and PM | 1983–1992 | Equity research and portfolio management |
| Louis Dreyfus Corporation | Commodity Merchandiser | 1980–1982 | Early career |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Corebridge Financial (NYSE: CRBG) | Independent Director | Aug 2024–present | Audit Committee member; Compensation Committee member since Mar 2025 |
| Azenta, Inc. (Nasdaq: AZTA) | Director | Jan 2024–Jan 2025 | Audit and ESG Committees |
Omnicell policy limits directors to two other public company boards absent Lead Independent Director approval; Bousa’s disclosed roles fit within this guideline .
Board Governance
- Committees and roles (Omnicell):
- Audit Committee member; committee held 12 meetings in FY2024 .
- Mergers & Acquisitions Committee Chair; M&A Committee met once in FY2024 and is authorized to approve acquisitions/equity investments up to $100 million, reporting significant transactions to the Board .
- Independence: Board determined Bousa is independent under Nasdaq rules .
- Attendance and engagement: Board met five times in 2024; each director attended at least 75% of Board and relevant committee meetings .
- Stock ownership guidelines: Directors must hold at least 5× annual cash retainer; directors met or are within the phase-in period as of May 22, 2024 .
Fixed Compensation
| Component | FY2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $101,250 | Quarterly Board meeting fees; includes committee cash as applicable per program |
| Committee meeting fees | Included above | M&A per-meeting cash $1,250; other ad hoc committee meetings may carry fees |
| Program structure | — | Standard non-employee director cash: $22,500 per quarter; targeted RSU value $160,000 annually; additional cash and targeted RSU amounts for committee roles (e.g., Audit member $10,000 cash/$10,000 RSU) |
Performance Compensation
| Equity Element | FY2024 Value (USD) | Shares/Grant | Vesting |
|---|---|---|---|
| RSU annual grant (targeted) | $160,000 policy | Number determined by 20-day average price pre-grant | Vests in full at the following annual meeting, contingent on continued service |
| Stock awards granted (reported) | $185,142 | — | ASC 718 fair value of FY2024 grant |
| RSUs outstanding at 12/31/2024 | 5,802 shares | Grant dated 2024 | Service-based vest at next annual meeting |
| Options | $0; none outstanding | — | — |
Director equity awards are service-based (no performance metrics); values are determined by grant-date fair value under ASC 718; Omnicell does not grant options to directors in FY2024 and pays no dividends on unearned equity awards .
Other Directorships & Interlocks
| Counterparty | Relationship to Omnicell | Potential Interlock/Conflict |
|---|---|---|
| Corebridge Financial | Financial/insurance; no disclosed commercial relationship with Omnicell | No related-party transactions disclosed; independent committee service |
| Azenta, Inc. | Life sciences storage/automation; adjacent healthcare tech | No Omnicell-related transactions disclosed |
Expertise & Qualifications
- Capital markets and portfolio management expertise across healthcare and diversified sectors; Wellington executive committee experience; early ESG adoption at Wellington .
- Financial oversight through Audit Committee service at Omnicell and Corebridge; CFA credential; elite academic background (Williams, HBS) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/15/2025) | 11,500 shares; <1% of outstanding |
| RSUs outstanding (12/31/2024) | 5,802 shares |
| Options outstanding | 0 |
| Pledging/Hedging | Company policy prohibits short sales and derivative hedging by directors; no pledging disclosed for Bousa (CEO Lipps disclosed pledging; not applicable to Bousa) |
| Ownership guidelines compliance | Directors met or are within 5-year phase-in window |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Granted | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-06-03 | 2025-06-01 | Award (RSU/stock) | 6,486 | 17,986 | https://www.sec.gov/Archives/edgar/data/926326/000141588925015379/0001415889-25-015379-index.htm |
| 2024-05-23 | 2024-05-21 | Award (RSU/stock) | 5,802 | 11,500 | https://www.sec.gov/Archives/edgar/data/926326/000141588924014273/0001415889-24-014273-index.htm |
Governance Assessment
- Board effectiveness: Bousa’s capital markets and audit oversight experience strengthens risk oversight (Audit) and disciplined M&A review (as M&A Chair with delegated authority up to $100 million) . Independence affirmed; attendance thresholds met; ownership aligned via service-vesting equity and stock ownership guidelines .
- Conflicts and related-party exposure: No related-party transactions >$120,000 involving Bousa disclosed; Audit Committee reviews related-party transactions; company prohibits hedging by directors .
- Director pay alignment: Cash/equity mix consistent with peers and unchanged vs FY2023 program; equity vests after one year, reinforcing continued service without performance metric gaming risk .
- RED FLAGS: None disclosed specific to Bousa. Watch items: combined CEO/Chair governance (company mitigates via Lead Independent Director role); monitor overboarding risk—current external commitments within Omnicell policy limits .