Robin Seim
OMNICELLAbout Robin G. Seim
Independent director at Omnicell since March 2019 (age 65). Former Omnicell executive: Chief Financial Officer (Jan 2006–Aug 2015) and President of Global Automation & Medication Adherence (Mar 2016–Mar 2019). Prior CFO roles at Villa Montage Systems (1999–2001), Candera (2001–2004), and Mirra (2005); earlier management positions at Nortel Networks, Bay Networks, and IBM. B.S. in accounting from California State University, Sacramento .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omnicell, Inc. | Chief Financial Officer | Jan 2006–Aug 2015 | Led finance through product and services expansion |
| Omnicell, Inc. | President, Global Automation & Medication Adherence | Mar 2016–Mar 2019 | Operational leadership across automation/adherence units |
| Villa Montage Systems, Inc. | Chief Financial Officer | 1999–2001 | Finance leadership in technology sector |
| Candera, Inc. | Chief Financial Officer | 2001–2004 | Finance leadership in technology sector |
| Mirra, Inc. | Chief Financial Officer | 2005 | Finance leadership in technology sector |
| Nortel Networks; Bay Networks; IBM | Management roles | Pre-1999 | Broader operations/technology experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in proxy; focus on Omnicell board service . |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Seim is classified independent .
- Committee assignments: Audit Committee Chair; Mergers & Acquisitions (M&A) Committee member .
- Audit leadership: Audit Committee met 12 times in 2024; Seim qualifies as an “audit committee financial expert” under SEC rules .
- M&A Committee: Authority to approve acquisitions/equity investments up to $100 million; met once in 2024 .
- Attendance: Board met 5 times in 2024; each board member attended at least 75% of Board/committee meetings for their service period .
- Lead Independent Director: Joanne Bauer serves as Lead Independent Director with defined responsibilities to augment independent oversight .
- Annual meeting participation: Seven of ten then-current directors attended the 2024 Annual Meeting .
- Stock ownership guidelines: Directors must hold ≥5x annual cash retainer; all directors met or are within the phase-in period as of May 22, 2024 .
- Policies: Hedging is prohibited; insider trading policies restrict trading windows and require pre-clearance for designated insiders .
Fixed Compensation
| Component | Amount/Structure | 2024 Detail |
|---|---|---|
| Quarterly Board cash fee | $22,500 per quarter per director | Included in 2024 cash fees total |
| Committee cash fees – Audit Chair | $20,000 annual + $1,250 per meeting; additional RSU targeted value $20,000 | Applicable to Seim as Audit Chair |
| Committee cash fees – M&A member | $1,250 per meeting; no standing annual fee or RSU increment | M&A met once in 2024 |
| 2024 cash fees (Seim) | $101,250 | As reported in Director Compensation Table |
| 2024 stock awards (Seim) | $196,023 grant date fair value | Annual director RSUs vest at next annual meeting |
| 2024 total compensation (Seim) | $297,273 | Sum of cash and stock awards |
Performance Compensation
- Director equity is time-based RSUs; annual and initial grants target $160,000 and vest in full at the next annual meeting, subject to continued service .
- Committee roles carry additional targeted RSU value increments (e.g., Audit Chair $20,000) .
- No performance share units are granted to directors; no options granted in 2024 to directors .
| Equity Detail (as of 12/31/2024) | Seim |
|---|---|
| Restricted stock units outstanding | 6,143 shares |
| Options outstanding | 6,381 shares |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed for Seim in the proxy |
| Limits policy | Directors may not serve on >2 other public boards without Lead Independent Director approval; Audit Committee members require approval if serving on >2 other public audit committees |
Expertise & Qualifications
- Former CFO and business unit president at Omnicell; deep company and healthcare operations knowledge .
- Audit Committee financial expert designation; significant finance leadership across technology firms .
- Accounting degree (B.S.) providing technical finance credentials .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Seim) | 46,906 shares |
| Ownership % | Less than 1% |
| Options exercisable within 60 days | 6,381 shares |
| Pledged shares | None disclosed for Seim; pledging noted only for CEO’s trust |
| Compliance with ownership guidelines | Directors met or are within phase-in period as of May 22, 2024 |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | All directors complied with filing requirements for 2024 |
Governance Assessment
- Strengths:
- Independent Audit Chair with SEC “financial expert” designation; robust committee cadence (12 meetings) indicating active oversight .
- Time-based equity and clear ownership guidelines (≥5x cash retainer) align director incentives with shareholder value; directors in compliance/phase-in .
- Prohibition on hedging and strong insider trading controls support governance quality .
- No related-party transactions involving Seim disclosed; Audit Committee screens related-person transactions .
- Potential flags/monitoring:
- Former senior executive now independent director could raise perceived familiarity risks; mitigated by formal independence determination .
- Option overhang exists from prior grants (6,381 options), though no director options granted in 2024 .
Investor confidence signals: 2024 say‑on‑pay approval of 93.0% indicates broad support for compensation governance and oversight processes .