Joanne Bauer
OMNICELLAbout Joanne B. Bauer
Joanne B. Bauer, 69, is Lead Independent Director of Omnicell (OMCL), serving on the Board since 2014 (Class I; term expires 2026). She previously served as President of Global Health Care at Kimberly‑Clark (2001–2014) after joining in 1981, and holds a B.A. from Lawrence University and an MBA from the University of Wisconsin–Oshkosh . Bauer has been a Director of Advocate Health Inc. (and predecessors Aurora/Advocate Aurora) since October 2013, bringing deep healthcare operating expertise to OMCL’s Board . She is independent under Nasdaq standards and currently serves as OMCL’s Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimberly‑Clark Corporation | President, Global Health Care | 2001–2014 | Led healthcare segment; prior marketing/management roles since 1981 |
| Kimberly‑Clark Corporation | Various marketing/management roles | 1981–2001 | Built operating and marketing experience in adult care and health care businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advocate Health Inc. (incl. predecessors Aurora Healthcare/Advocate Aurora Health) | Director | Oct 2013–present | Large integrated not‑for‑profit provider across WI, IL, NC, GA |
Board Governance
- Current roles: Lead Independent Director; member of the Compensation Committee (stepping down as Chair after the 2025 Annual Meeting) .
- 2024 committees: Compensation Committee Chair (6 meetings); Board met 5 times in 2024; each director attended at least 75% of aggregate meetings .
- Independence: Board determined all directors other than CEO Randall Lipps are independent (Bauer is independent) .
- Lead Independent Director responsibilities include presiding over independent sessions, setting agendas with the Chair/CEO, crisis leadership, liaison to shareholders, and monitoring information flow to the Board .
- Board composition: 89% independent directors (Board graphic) .
- Retirement policy: Directors generally retire at 75 (Bauer is 69) .
Fixed Compensation (Director; FY2024)
| Component | Plan Rate | Bauer Actual FY2024 |
|---|---|---|
| Board quarterly cash fee | $22,500 per quarterly Board meeting | Included in cash total |
| Compensation Committee Chair cash fee | $20,000 annual | Included in cash total (Chair in 2024) |
| Lead Independent Director cash fee | $17,500 annual | Included in cash total (LID) |
| Total Cash Fees Earned (reported) | — | $127,500 |
Notes: Cash fees are paid quarterly; meeting fees exist for M&A or certain special meetings (not applicable to standard Board/Comp roles above) .
Performance Compensation (Director; FY2024)
| Element | Design | Bauer FY2024 |
|---|---|---|
| Annual RSU grant | Targeted $160,000; vests in full at next annual meeting if service continues | Included in stock awards total |
| Additional RSUs for roles | Comp Chair +$20,000; LID +$17,500 targeted values | Included in stock awards total |
| Options | Generally not granted to directors in 2024 | No options granted |
| Stock Awards (ASC 718 grant date fair value) | — | $215,105 |
| Vesting/Metrics | Time‑based vesting only; no performance metrics for director awards | Vests at next annual meeting; time‑based, not performance‑based |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Bauer in the OMCL proxy |
| Other boards | Advocate Health Inc. (not‑for‑profit) – Director since Oct 2013 |
| Compensation Committee interlocks | OMCL Compensation Committee members (Bauer Chair in 2024; Garrett, Parrish, Voynick); no officer interlocks; none of OMCL’s executives serve on boards/comp committees of companies that have OMCL executives on their boards |
Expertise & Qualifications
- Healthcare operating leadership (former President, Kimberly‑Clark Global Health Care) and extensive management/marketing experience in adult care and health care businesses .
- Board leadership and governance (Lead Independent Director duties include agenda setting, executive sessions, crisis leadership, shareholder liaison, and oversight of information flow) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 37,811 shares; <1% of outstanding |
| RSUs outstanding at 12/31/2024 (director awards) | 6,741 RSUs (granted in 2024) |
| Shares pledged | None disclosed for Bauer (pledge disclosure pertains to CEO Lipps) |
| Stock ownership guideline | Directors: 5x annual cash retainer |
| Compliance status | As of May 22, 2024, all directors met guidelines or are within the 5‑year phase‑in; Bauer is within policy framework |
| Hedging/short sales | Company policy prohibits short sales, option hedging (puts/calls) and hedging transactions by directors/officers |
Director Compensation (Peer Program Context & 2024 Outcome)
| Program Element | Target/Rate | Bauer 2024 Outcome |
|---|---|---|
| Annual cash (Board + roles) | Board: $22,500 per quarterly meeting; Comp Chair: $20,000; LID: $17,500 | $127,500 cash fees reported |
| Annual equity (Board + roles) | Board RSU: $160,000; Comp Chair RSU: $20,000; LID RSU: $17,500 | $215,105 stock awards reported (ASC 718) |
| Meeting fees | $1,250/meeting for M&A or certain other non‑regularly scheduled committee meetings | Not separately disclosed for Bauer in 2024 totals |
Compensation Committee Analysis (Bauer was Chair in 2024)
- Composition & independence: Bauer (Chair), Garrett, Parrish, Voynick; all independent (Nasdaq 5605(a)(2)); 6 meetings in 2024 .
- Processes: Regular executive sessions; access to outside advisors; retains independent consultant (Exequity) for executive and director compensation benchmarking and program design .
- Interlocks: None; no cross‑comp committee/board officer interlocks disclosed .
- Shareholder support: Say‑on‑pay approval 93.0% in 2024; five‑year average 93.9% .
Related‑Party/Conflict Review
- Policy: Material transactions with directors/officers require Audit Committee approval; only those in Omnicell’s best interests proceed .
- Disclosures: No related‑party transactions >$120,000 involving Ms. Bauer were disclosed for 2024; disclosed consulting arrangements related to other former directors (not Bauer) .
- External overlap: Bauer serves on the board of Advocate Health (a healthcare provider); no related‑party transactions with OMCL disclosed .
Insider Trading and Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (directors/officers) | Company reports all Section 16(a) filing requirements were complied with for 2024 |
| Hedging/short sales policy | Prohibited for directors/officers |
Risk Indicators & Red Flags
- Attendance: Each director attended ≥75% of Board/committee meetings; Bauer chaired Compensation (6 meetings in 2024) .
- Pledging/Hedging: No pledged shares disclosed for Bauer; hedging/short sales prohibited .
- Compensation anomalies: Director pay is standard for OMCL’s program (cash + time‑vested RSUs); no options granted; no special perquisites disclosed for directors beyond standard program .
- Governance transitions: Bauer to step down as Compensation Committee Chair after the 2025 Annual Meeting; remains a member—ensures continuity while refreshing chair leadership (Mary Garrett to chair) .
- Say‑on‑pay support: High shareholder support (93.0%), signaling positive investor sentiment on compensation governance .
Governance Assessment
- Strengths: Independent Lead Director with robust responsibilities; long healthcare operating background; chaired Compensation Committee with independent consultant support and strong say‑on‑pay outcomes; meets stock ownership expectations and complies with trading/hedging policies .
- Watch items: Long service (since 2014) merits ongoing refreshment consideration against Board retirement age policy; external role at a major health system underscores importance of continued related‑party oversight (no transactions disclosed) .
Overall, Bauer’s roles and conduct support investor confidence in board independence and compensation oversight, with no specific red flags identified in 2024–2025 disclosures .