Eileen Voynick
OMNICELLAbout Eileen J. Voynick
Independent Class I director at Omnicell since January 2024; current term ends at the 2026 annual meeting . Age 70; B.S. in Finance from Philadelphia University (now Jefferson) . Core credentials include CEO of Sparta Systems (enterprise quality management software), COO of Allscripts, and senior leadership roles across enterprise software and healthcare technology, bringing operating, go-to-market, and software governance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sparta Systems | Chief Executive Officer | Jul 2011 – Apr 2018 | Led enterprise quality management software provider; CEO experience relevant to risk oversight and software commercialization |
| Allscripts | Chief Operating Officer | 2009 – 2011 | Scaled operations at healthcare IT company; operating rigor applicable to OMCL execution oversight |
| Misys | EVP, Global Sales/Services/Support | 2007 – 2009 | Commercial leadership across global healthcare software footprint |
| Oracle; SAP; Siebel; Gartner; Ariba; Accenture | Various management roles | 1994 – 2007 | Deep enterprise software, analytics, and client advisory background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AGS Health (private) | Board Chair | Apr 2021 – Present | Revenue cycle management provider; current leadership role |
| Skydeck Acquisition Corp. | Director | Apr 2021 – Apr 2023 | SPAC; director experience |
| CDK Global | Director | Jun 2016 – Jul 2022 | Automotive/industrial software; director experience |
| R3 | Director | Jun 2018 – Jun 2023 | Enterprise blockchain technology; director experience |
| AdvancedMD | Director | Mar 2016 – Sep 2018 | Healthcare software; director experience |
| Jefferson Health/Thomas Jefferson University | Trustee; Chair of Jefferson Academic Board | 2017 – Jul 2020 (Trustee); Chair 2017 – 2019 | Healthcare system and academic governance roles |
| Philadelphia University | Chair, Board of Trustees | 2013 – Jul 2017 | University governance |
Board Governance
- Independence: The board determined all directors except the CEO are independent; Voynick is designated independent .
- Committees (2024 membership) and 2024 meetings:
- Compensation Committee (member) – 6 meetings
- Corporate Governance Committee (member) – 6 meetings
- M&A Committee (member) – 1 meeting
- Attendance: Board met 5 times in 2024; each director attended ≥75% of aggregate board and committee meetings for their service period .
- Board leadership and oversight: Combined Chair/CEO with a Lead Independent Director structure; LID empowered to set agendas, lead executive sessions, and act as liaison with shareholders .
- Policies:
- Stock ownership guidelines: directors 5x annual cash retainer; directors either met or are within 5‑year phase-in .
- Anti-hedging/derivatives: Prohibited for directors/officers .
- Service on other boards: generally ≤2 other public boards without LID approval; no audit committee member to serve on >2 other public audit committees without approval .
- Related-party transactions: Audit Committee pre-approval; no transactions >$120,000 involving related persons disclosed for 2024 that pertain to Voynick .
Fixed Compensation
| Component | 2024 Amount/Structure | Notes |
|---|---|---|
| Cash fees (board/committees) | $78,215 | Cash is paid quarterly; base director cash is $22,500 per quarter upon attendance at each quarterly board meeting; additional committee/leadership cash per schedule below |
| Equity (stock awards) | $272,034 (grant-date fair value) | Time-based RSUs; initial prorated new-director grant plus annual grant; both vest at next annual meeting, subject to continued service |
| Total | $350,249 | No option awards; no other comp reported |
Director cash/equity program details (annualized target values): audit chair/member $20,000/$10,000; compensation chair/member $20,000/$10,000; corporate governance chair/member $11,000/$7,500; LID $17,500; M&A per-meeting fee $1,250; equity for these roles mirrors cash adders; continuing directors receive $160,000 RSU annually, vesting at the next annual meeting .
Performance Compensation
| Performance Element | Metrics/Structure | Result |
|---|---|---|
| Director pay performance linkage | Not applicable; non-employee director equity is time-based RSUs vesting at next annual meeting; no performance metrics apply | N/A |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for current period (AGS Health is private) |
| Compensation Committee interlocks | None; no Omnicell executive officer sits on boards/committees where Omnicell directors serve and vice versa |
Expertise & Qualifications
- Enterprise software and healthcare IT operations: CEO of Sparta Systems; COO of Allscripts; EVP roles at Misys; senior roles at Oracle/SAP/Siebel/Ariba—relevant to Omnicell’s SaaS, digital, and automation strategy .
- Governance/ESG and academic/health system oversight via trusteeships and board chair roles, supporting risk and quality oversight in regulated healthcare markets .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (common shares) | 8,484 shares; <1% of shares outstanding |
| Outstanding RSUs (director awards) | 6,058 RSUs outstanding as of Dec 31, 2024 (granted in 2024) |
| Options | 0 options outstanding |
| Pledging/Hedging | No pledging disclosed for Voynick; the proxy discloses pledge activity only for the CEO in footnotes; hedging prohibited by policy |
| Ownership guidelines | Directors: 5x annual cash retainer; directors met or are within 5‑year phase-in as of May 22, 2024 |
Governance Assessment
- Positives: Independent director on three key committees (Compensation, Corporate Governance, M&A), indicating strong engagement in pay, governance/ESG, and capital deployment oversight . Attendance threshold met; board has robust LID structure, anti-hedging policy, RPT controls, and director ownership guidelines enhancing alignment .
- Director pay alignment: Equity-heavy mix via time-based RSUs and standard cash fees; no discretionary meeting fees beyond policy; no options—consistent with contemporary governance practices .
- Conflicts/related parties: No related-party transactions involving Voynick disclosed; no compensation committee interlocks; current external chair role at private AGS Health reduces public overboarding risk .
- Watch items: As a relatively new director (appointed January 2024), continued monitoring of stock ownership guideline progression (within five-year phase-in) and sustained attendance/committee contributions is prudent .