Mary Garrett
OMNICELLAbout Mary Garrett
Independent Class III director of Omnicell since May 2022; age 66. President of M. Power Coaching and Consulting, LLC (since June 2018) and former IBM Chief Marketing Officer, Global Markets (2008–2015). She holds a B.S. in biomedical engineering and an M.S. in bio-electrical engineering from Brown University. She is standing for re‑election at the May 21, 2025 Annual Meeting to a term ending in 2028 and is designated independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M. Power Coaching & Consulting, LLC | President | Jun 2018 – present | Executive coaching; brand/culture alignment focus |
| IBM | Chief Marketing Officer, Global Markets | Sep 2008 – Dec 2015 | Led digital transformation, analytics, cybersecurity and cloud emphasis |
| IBM | Vice President roles (Global Technology Services; Channels/SMB Tech Services; Marketing e‑business hosting) | 2001 – 2008 | Progressively senior marketing/tech services leadership |
| IBM | Engineer and various leadership roles | 1981 – 2001 | Early career progression |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PROCEPT BioRobotics Corp. (NASDAQ) | Director; Chair, Nominating & Governance Committee | Dec 2021 – present | Board leadership on governance |
| Ethan Allen Interiors, Inc. | Director | Jan 2016 – Nov 2021 | Audit Committee member |
| Hillrom Corp. (acquired by Baxter) | Director | Mar 2017 – Dec 2021 | Chair, Nominating/Corporate Governance; Audit Committee member |
Board Governance
- Committees: Compensation Committee member and Corporate Governance Committee member. Effective after the 2025 Annual Meeting, she will become Chair of the Compensation Committee.
- Board/committee activity: In 2024 the Board met 5 times; Compensation and Corporate Governance Committees each met 6 times. Each director attended at least 75% of aggregate Board/committee meetings.
- Independence: Board determined she is independent under Nasdaq listing standards.
- Board leadership context: CEO also serves as Chair; the Board utilizes a Lead Independent Director to strengthen independent oversight.
Fixed Compensation
Program structure (non‑employee directors):
- $22,500 cash per quarter for each quarterly Board meeting attended (virtual or physical).
- Annual RSU grant targeted at $160,000; vests in full at the next annual meeting if service continues.
- Additional cash and RSU targeted values for committee roles and Lead Independent Director (e.g., Compensation Chair: +$20,000 cash, +$20,000 RSUs).
Mary Garrett – Director compensation (USD):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $97,500 | $102,500 |
| Stock Awards (grant‑date fair value) | $181,634 | $193,311 |
| Option Awards | $0 | $0 |
| Total | $279,134 | $295,811 |
Performance Compensation
Director equity awards are time‑based (not performance‑conditioned):
| Element | Design | Grant Value/Count | Vesting |
|---|---|---|---|
| Annual RSU | Fixed‑value RSU grant for non‑employee directors | Target $160,000 | Vests in full at next annual meeting with continued service |
| Committee/Chair incremental RSU | Additional RSU targeted values by role | e.g., Compensation Chair +$20,000 | Same vesting as annual grant |
| Options | Not part of program (no options granted FY24) | N/A | N/A |
Other Directorships & Interlocks
- Current public board: PROCEPT BioRobotics (one other public company); Omnicell policy requires approval to serve on more than two other public company boards, and more than two public audit committees, which supports bandwidth and independence; no exceptions disclosed for Garrett.
- Related‑party transactions: None involving Garrett; Audit Committee pre‑approval required for any related‑person transactions; company reports no such transactions since Jan 1, 2024.
Expertise & Qualifications
- Technology/digital credentials in cloud computing, cybersecurity, big data/analytics, and digital transformation; senior marketing/operator background with international scope.
- Education: B.S. biomedical engineering and M.S. bio‑electrical engineering (Brown University).
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (common shares) | 10,091 shares; less than 1% of outstanding |
| Outstanding RSUs at 12/31/2024 (from FY24 grants) | 6,058 RSUs |
| Options outstanding (12/31/2024) | 0 options |
| Director stock ownership guidelines | 5x annual cash retainer; 5‑year phase‑in |
| Compliance status (board‑level disclosure) | As of May 22, 2024, all directors had met the guideline or were within the 5‑year phase‑in window |
| Hedging/derivatives policy | Hedging and short sales prohibited for directors/officers/employees |
Shareholder Voting Signals
| Item | 2024 Result | 2025 Result |
|---|---|---|
| Say‑on‑Pay (advisory) | For: 36,936,934; Against: 2,652,637; Abstain: 121,211; Broker Non‑Votes: 3,262,642 | For: 35,780,985; Against: 1,724,508; Abstain: 180,671; Broker Non‑Votes: 4,279,972 |
| Mary Garrett Director Election | N/A (not on 2024 ballot) | For: 34,722,222; Withheld: 2,963,942; Broker Non‑Votes: 4,279,972 |
Governance Assessment
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Strengths
- Independent director with deep technology, cybersecurity, and marketing expertise; sits on Compensation and Corporate Governance committees; designated to Chair Compensation Committee post‑meeting, enhancing pay oversight independence.
- Strong investor support: re‑elected with 34.7M “For” vs 3.0M “Withheld” at 2025 meeting; Say‑on‑Pay also received broad support in 2024 and 2025.
- No related‑party transactions; robust hedging prohibitions; ownership guidelines with board‑level compliance/phase‑in disclosure.
-
Watch items
- Combined CEO/Chair structure persists; continued reliance on Lead Independent Director and committee leadership (including Garrett’s role as incoming Compensation Chair) remains important for independent oversight.
- Director equity is time‑based RSUs (no performance conditions); however, mix is standard for non‑employee directors and paired with ownership guidelines to align interests.
Overall, Garrett’s committee responsibilities (and incoming Compensation Committee chair role), independent status, and lack of related‑party exposure support investor confidence in OMCL’s board oversight, while the combined CEO/Chair structure underscores the importance of continuing strong independent committee leadership and engagement.