Nnamdi Njoku
OMNICELLAbout Nnamdi Njoku
Nnamdi Njoku, age 48, joined Omnicell as Executive Vice President and Chief Operating Officer on October 7, 2024, bringing ~25 years of medtech and healthcare operations leadership, including senior roles at Zimmer Biomet and Medtronic; he holds a BA from the University of St. Thomas and an MBA from Cornell University . For context on company performance in 2024, Omnicell reported total shareholder return (TSR) of 54.48 (vs. peer group TSR 84.53), Net Income of $12.531 million, and Non-GAAP EBITDA of $135.775 million . As COO, Njoku leads global operations and is positioned to scale pharmacy automation and drive innovation across Omnicell’s portfolio .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omnicell, Inc. | Executive Vice President & Chief Operating Officer | 2024–Present | Leads global operations to scale pharmacy automation and innovation |
| Zimmer Biomet Holdings, Inc. | President – Sports Medicine, Surgical, Upper Extremities & Restorative Therapies | 2023–2024 | Senior business leadership across multiple surgical segments |
| Medtronic plc | SVP & President – Neuromodulation; President – Mechanical Circulatory Support; VP roles | 2017–2023 | Led an approximately $2 billion neuromodulation business; multiple P&L and transformation roles |
| UnitedHealth Group | Operational roles | Prior to Medtronic | Operations leadership in healthcare (years not disclosed) |
| Deloitte Consulting | Operational/consulting roles | Prior to UnitedHealth Group | Early career consulting (years not disclosed) |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $645,000 | Set at hire for EVP & COO |
| Target Annual Bonus | 100% of base salary | Under Executive Bonus Plan for 2025; tied to corporate metrics and goals |
| Special Q4 2024 Bonus (Target) | $161,250 | Onboarding/assimilation goals; earned at 100% in Q4 2024 |
| One-time Sign-on Equity (RSUs) | 53,520 RSUs | Grant date value ~$2,250,000; 25% vests 11/15/2025, then quarterly over 3 years |
| 2025 Annual Equity (Planned) | ~$1.5M RSUs + ~$1.5M PSUs | RSUs time-based; PSUs earned 0–200% on relative TSR percentile; typical vesting 25% on certification, then quarterly |
Performance Compensation
Annual Bonus Plan Design (Corporate Metrics)
| Metric | Weighting | Threshold (50%) | Target (100%) | Max (200%) | 2024 Actual (Annual) |
|---|---|---|---|---|---|
| Non-GAAP EBITDA ($mm) | 40% | $110.0 | $127.0 | $144.0 | $135.8 |
| Total Revenue ($mm) | 40% | $1,105.0 | $1,136.0 | $1,167.0 | $1,112.2 |
| SaaS & Expert Services Revenue ($mm) | 20% | $228.0 | $232.5 | $237.0 | $243.5 |
Notes:
- NEO payouts funded at ~125% of target for 2024 based on metric achievement and Executive Goals; Njoku’s 2024 cash award was a special onboarding bonus and not under the standard quarterly funding caps .
- Executive Goals covered operating quality/compliance and strategic customer/product objectives (weights originally 25% each) .
PSU Design (Relative TSR)
| Metric | Threshold | Target | Max | Payout Range | Vesting |
|---|---|---|---|---|---|
| Relative TSR vs S&P 1000 Healthcare Index | 35th percentile | 50th percentile | 90th percentile+ | 50%–200% of target PSUs | 25% on performance certification; 75% in 12 equal quarterly tranches over 3 years |
| 2024 Company PSU Outcome (for Feb’24 grants) | — | — | — | ~176% earned (≈80th percentile TSR) | 25% vested Mar 8, 2025; remainder quarterly thereafter |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (12/31/2024)
| Item | Amount | Detail |
|---|---|---|
| Beneficial Shares Owned | 0 | “—” reported; <1% of total shares outstanding |
| Unvested RSUs | 53,520 | Market value $2,382,710 at $44.52 share price |
| Stock Options | 0 | No options outstanding |
Vesting Schedule for 11/15/2024 RSUs
| Tranche | Vest Date | % of Grant |
|---|---|---|
| Initial vest | 11/15/2025 | 25% |
| Subsequent tranches | Feb 15, May 15, Aug 15, Nov 15 (2026–2028) | Remaining 75% in equal quarterly installments |
Ownership Guidelines & Policies
- Executives must hold ≥3x annual base salary in Omnicell stock; 5-year phase-in applies, and new execs are expected to meet increased requirements within the phase-in . As of May 2024, NEOs met or were within the phase-in; Njoku (appointed Oct 2024) is within phase-in .
- Hedging and short sales are prohibited; trading windows and pre-clearance enforced for insiders .
Employment Terms
Executive Severance Plan Summary (Applies to EVP-level participants)
| Scenario | Cash Severance | Health Coverage | Bonus Treatment | Other |
|---|---|---|---|---|
| Termination without Cause (no CIC) | 1.0x (base + target bonus) | Company-paid COBRA up to 12 months | Prorated quarterly bonus based on actual performance | Outplacement up to 1 year |
| CIC + Involuntary Termination or Good Reason (double trigger, within CIC window) | 1.5x (base + target bonus) | One-time cash equal to 18× initial monthly COBRA premium | Target bonus for quarter of termination | Outplacement up to 1 year; Legal fees up to $15,000; Excise tax cutback provision |
Potential Payments (as of 12/31/2024)
| Scenario | Base + Target Bonus ($) | Equity Acceleration ($) | COBRA ($) | Outplacement ($) | Legal Fees ($) | Total ($) |
|---|---|---|---|---|---|---|
| No CIC – Involuntary Termination | 967,500 | 595,678 | 39,581 | 10,000 | — | 1,612,759 |
| CIC + Involuntary Termination/Good Reason | 1,370,625 | 2,382,710 | 59,371 | 10,000 | 15,000 | 3,837,706 |
Notes:
- Equity acceleration values reflect unvested RSUs and assumed 100% target for unearned PSUs under CIC conditions per plan treatment; outside CIC, acceleration is limited to the next 12 months’ scheduled vesting .
- Clawback: equity awards subject to recoupment under Company policy .
Other Compensation & Perquisites
- Eligible for comprehensive financial planning, annual physical, and certain event-related reimbursements; 2024 “All Other Compensation” reported at $7,613 (includes 401(k) match and physical) .
Investment Implications
- Alignment and performance incentives: 2025 incentive mix includes RSUs and PSUs linked to relative TSR with 0–200% payout, reinforcing pay-for-performance; 2024 PSU outcome for peers at ~176% shows the framework can deliver high variability with strong TSR performance .
- Retention risk and vest-driven supply: 53,520 sign-on RSUs vest quarterly through 2028, creating predictable unlocks around Feb/May/Aug/Nov dates; monitor potential 10b5-1 plan filings and Form 4 activity near vest dates for selling pressure signals .
- Governance protections: Double-trigger CIC, prohibition on hedging/short sales, independent Compensation Committee, and active use of an external consultant (Exequity) mitigate pay risk inflation and promote shareholder alignment; say-on-pay support was ~93% in 2024 .
- Ownership expectations: 3x salary guideline with 5-year phase-in encourages “skin-in-the-game”; Njoku is within phase-in after late-2024 appointment .
- Compensation structure evolution: Company’s executive equity has shifted to RSUs/PSUs with multi-year vesting and minimum-vesting rules (no option repricing, dividends only on earned awards), reducing headline risk (e.g., “no single trigger”) and enhancing long-term alignment .