Mark Parrish
OMNICELLAbout Mark W. Parrish
Mark W. Parrish, age 69, has served as an independent director of Omnicell since January 2013 (Class II; current term expires 2027). He is a former CEO (TridentUSA Health Services) and senior Cardinal Health executive, and currently Vice Chairman of Viatris; he holds a B.A. from the University of California, Berkeley. His governance profile emphasizes healthcare operations expertise and supply chain leadership, with confirmed director independence under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TridentUSA Health Services | Chief Executive Officer | 2008–Aug 2018 | Mobile X‑ray/lab long‑term care focus; filed Chapter 11 in Feb 2019 (post‑CEO tenure; served as Executive Chairman Aug 2018–Sep 2019) |
| TridentUSA Health Services | Executive Chairman | Aug 2018–Sep 2019 | Oversight through restructuring period |
| Cardinal Health | CEO, Healthcare Supply Chain Services | 2006–2007 (at Cardinal since 1993) | Scale healthcare supply chain leadership; multiple management roles of increasing significance |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Viatris, Inc. | Director and Vice Chairman | Public | Global pharmaceutical company |
| Safecor | Chairman | Private | Hospital services firm |
| International Federation of Pharmaceutical Wholesalers | President | Association | Industry trade association |
| Frazier Healthcare Ventures | Senior Adviser | Private equity | Healthcare‑oriented growth equity firm |
Board Governance
- Independence: Board determined all directors are independent except the CEO; Parrish is independent.
- Committees (current): Audit Committee member; Compensation Committee member. Audit Committee composition: Seim (Chair), Bousa, Parrish, Scott. Compensation Committee composition: Bauer (Chair; moving to Garrett post‑meeting), Garrett, Parrish, Voynick.
- Prior chair role: Served as Audit Committee Chair in 2023; stepped down after 2024 Annual Meeting but remained a member.
- Attendance: The Board met five times in 2024; each director attended at least 75% of Board and relevant committee meetings (Audit 12, Compensation 6, Corporate Governance 6, M&A 1).
Fixed Compensation
| Component | 2024 Amount/Structure | Vesting/Terms |
|---|---|---|
| Quarterly Board Cash Fee | $22,500 per quarter | Paid at each quarterly Board meeting |
| Committee Cash Fees | Audit Chair $20,000; Audit member $10,000; Compensation Chair $20,000; Compensation member $10,000; Corp Gov Chair $11,000; Corp Gov member $7,500; Lead Independent Director $17,500 | Paid in four equal installments |
| Meeting Fees | $1,250 per M&A Committee meeting; also certain non‑regularly scheduled committee meetings | Paid quarterly in arrears |
| Annual Director RSU Grant | Targeted $160,000 | Vests in full at the following annual meeting, subject to continued service |
| Mark Parrish – Cash Fees | $115,000 | 2024 actual |
| Mark Parrish – Stock Awards (RSUs) | $196,023 (grant date fair value) | Annual director RSUs; vest next annual meeting |
| Mark Parrish – Options | $0 granted; 0 options outstanding | No 2024 option awards; options outstanding: 0 |
Performance Compensation
- Omnicell does not use performance‑based equity or cash for non‑employee directors; director equity is time‑based RSUs.
- As a Compensation Committee member, Parrish oversees NEO pay‑for‑performance metrics; 2024 annual targets and actuals below.
| Metric ($USD Millions) | Q1 2024 Actual | Q2 2024 Actual | Q3 2024 Actual | FY 2024 Actual |
|---|---|---|---|---|
| Non‑GAAP EBITDA | $10.8 | $50.7 | $89.4 | $135.8 |
| Total Revenue | $246.2 | $522.9 | $805.4 | $1,112.2 |
| SaaS & Expert Services Revenue | $54.3 | $115.2 | $179.7 | $243.5 |
- 2024 payout funding: approx. 125% of target bonus for applicable NEOs based on annual performance and Executive Goals structure.
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no officers of OMCL serve on boards/committees of entities with executives serving on OMCL’s Board/Comp Committee.
- Related party transactions: Transactions >$120,000 require Audit Committee pre‑approval; other than items disclosed, none since Jan 1, 2024.
Expertise & Qualifications
- Healthcare operations and supply chain leadership (Cardinal Health; TridentUSA), board leadership, and sector insight relevant to OMCL’s pharmacy automation and services strategy.
- Roles across pharma manufacturing, wholesaling, and hospital services broaden perspective on customer needs and industry dynamics.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mark W. Parrish | 58,427 | * | Below 1% of outstanding; record date shares outstanding: 46,843,604 |
| RSUs Outstanding (as of 12/31/2024) | 6,143 | — | Director RSUs granted in 2024 |
| Options Outstanding | 0 | — | — |
- Stock ownership guidelines: Directors must hold ≥5x annual cash retainer; as of May 22, 2024, all directors met guidelines or are within phase‑in.
- Hedging/Pledging: Insider trading policy prohibits short sales and purchases of derivatives/hedging transactions by directors.
Say‑On‑Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on NEO Compensation | 35,780,985 | 1,724,508 | 180,671 | 4,279,972 |
- 2024 say‑on‑pay approval: ~93.0%; five‑year average ~93.9%.
Governance Assessment
- Strengths: Independent director with deep healthcare operations expertise; multi‑committee service (Audit and Compensation); confirmed independence; attendance ≥75%; ownership aligned with guidelines; director pay balanced between cash and equity; hedging prohibited; no material related‑party transactions.
- Red flags: Prior leadership association with TridentUSA’s Chapter 11 (2019) elevates scrutiny of risk oversight, though event occurred post‑CEO tenure.
- Signals: Compensation Committee uses multi‑metric framework (EBITDA, revenue, SaaS & Expert Services) and maintained strong shareholder support on say‑on‑pay in 2024–2025.
Appendix: Committee Membership Snapshot (Current vs. Prior)
| Year | Audit Committee | Compensation Committee |
|---|---|---|
| 2025 | Seim (Chair), Bousa, Parrish, Scott | Bauer (Chair; to Garrett post‑meeting), Garrett, Parrish, Voynick |
| 2023 (as of 2024 proxy) | Parrish (Chair), Bousa, Scott | Bauer (Chair), Moore, Parrish (post‑meeting: adds Garrett, Voynick) |