Andrew Long
OMIAbout Andrew Long
Executive Vice President and CEO, Products & Healthcare Services (P&HS) at Owens & Minor; served full year 2024 and was appointed to the role in October 2022 . His pay-for-performance design centers on annual AOI, revenue, and Operating Model Realignment (OMR) AOI benefit in the AIP, and three-year cumulative adjusted EPS PSUs with a relative TSR modifier (shifting to EBITDA + TSR for 2025 awards) . In 2024, O&M reported revenue of $10.7B, AOI of $313M, and Adjusted EBITDA of $523M; P&HS delivered 3% revenue growth and Patient Direct grew 5%, supporting pay outcomes and alignment with shareholder value creation . He exceeds EVP stock ownership requirements (2x salary) and is subject to strict hedging/pledging prohibitions and clawbacks, reinforcing alignment and risk control .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Owens & Minor | EVP, CEO – Products & Healthcare Services | Oct 2022–present (full year 2023–2024) | Led sales effectiveness, product portfolio expansion, network rationalization and operational efficiencies, international profitability, inventory optimization, and contracting/process improvements aligned to KPIs |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 632,923 | 653,938 | 674,904 |
| Target Bonus (% of Salary) | — | 90% | 95% |
| Actual Annual Incentive ($) | 122,850 | 614,250 | 650,750 |
| Stock Awards ($) | 2,261,365 | 3,440,033 | 2,682,655 |
| All Other Compensation ($) | 47,321 | 16,324 | 18,127 |
2024 perquisites detail:
- Tax planning: $3,500; life insurance: $636; defined contribution match/contribution: $13,800; other: $191 (HSA match) .
- EDCP participation: aggregate earnings $33,189 and balance $231,465 in 2024 (no new contributions) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and results
| Metric | Weight | Target | Actual | Funding Outcome |
|---|---|---|---|---|
| Company Revenue | 20% | $10,844M | $10,700M (constant currency) | 87% |
| Adjusted Operating Income (AOI) | 60% | $315M | $314M (constant currency) | 96% |
| OMR Program AOI Benefit | 20% | $75M | $80M | 125% |
| AIP Pool Funding | — | — | — | 100% of target; Long paid 100% of his weighted target ($650,750) |
MBO focus areas for Long included profitable growth via sales effectiveness, network and manufacturing efficiencies, overhead and waste reductions, international margin improvement, and process/contracting optimization; OP&C determined aggregate achievement met objectives .
Long-term incentives – 2024 grant mix and metrics
| Name | RSUs ($) | RSUs (#) | PSUs ($) | PSUs (#) | Total ($) |
|---|---|---|---|---|---|
| Andrew G. Long | 1,250,000 | 50,731 | 1,250,000 | 50,731 | 2,500,000 |
- PSU metric: three-year cumulative adjusted EPS (2024–2026) with relative TSR modifier (Russell 3000 Medical Equipment & Services sector) .
- 2022 PSU outcome: cumulative adjusted EPS achievement below target; 0% payout and PSUs forfeited .
- From 2025 grants onward, PSU design uses EBITDA plus relative TSR to better align with strategy .
Equity Ownership & Alignment
| Beneficial Ownership (Shares) | Mar 14, 2024 | Mar 19, 2025 |
|---|---|---|
| Sole voting/investment power | 272,565 | 285,631 |
| “Other” (shared/indirect) | 115,555 | 186,453 |
- Ownership as % of shares outstanding: each less than 1% (aggregate percentage shown by “*” in proxy tables) .
- Outstanding equity awards (Dec 31, 2024):
- Unvested RSUs: 151,510; market value $1,980,235 (at $13.07/sh)
- PSUs (target outstanding): 152,102; market value $1,987,973 (at $13.07/sh)
- RSU vesting: substantially equal annual installments over three years from grant (e.g., 3/1/2024 RSUs vest over three years from 3/20/2024) .
- Stock ownership guidelines: EVP = 2.0x base salary; Long exceeds his target ownership level (as of 12/31/2024) .
- Hedging/pledging: prohibited for executives and directors .
- Clawbacks: incentive compensation and all time-vesting equity awards subject to recoupment under NYSE 10D-compliant policy .
Employment Terms
- No individual employment agreement; compensation governed by Company plans and policies .
- Officer Severance Policy (updated Feb 27, 2025): EVP severance increased to 2.0x salary+bonus and 24 months severance period; non-compete/non-solicit apply for severance period .
- Change-in-Control (CIC) Agreements: double-trigger; severance increased to 3.0x salary+target bonus and employer-paid COBRA for 3 years; non-compete/non-solicit for 12 months post-termination; renews annually unless notice of non-renewal .
- Equity treatment on termination/CIC:
- 2018 Plan: pro-rata vesting on certain terminations; double-trigger acceleration on CIC (time-based awards) and target performance for unearned PSUs; full vesting if awards not assumed/substituted .
- 2023 Omnibus Plan: if awards not assumed on CIC, PSUs deemed earned at greater of target or actual-to-date; if assumed, double-trigger acceleration with PSUs earned at CIC performance level .
Potential payments to Andrew G. Long (as of 12/31/2024):
| Scenario | Cash Severance ($) | Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination Without Cause | 1,927,050 | 8,172 | 970,487 | 2,905,709 |
| CIC termination (double-trigger) | 2,569,400 | 48,027 | 3,890,050 | 6,507,477 |
| Disability | 1,018,000 | — | 970,487 | 1,988,487 |
| Death | — | — | 1,902,077 | 1,902,077 |
Performance Compensation – Detailed Table (Design → Payout → Vesting)
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Performance Period |
|---|---|---|---|---|---|---|
| AIP FY2024 | Revenue | 20% | $10,844M | $10,700M (cc) | 87% | Cash; paid Mar 2025 |
| AIP FY2024 | AOI | 60% | $315M | $314M (cc) | 96% | Cash; paid Mar 2025 |
| AIP FY2024 | OMR AOI Benefit | 20% | $75M | $80M | 125% | Cash; paid Mar 2025 |
| LTI 2024 RSUs | Time-based | — | $1,250,000 | — | — | Vest ratably over 3 years from 3/20/2024 |
| LTI 2024 PSUs | 3-yr cumulative adj EPS + TSR modifier | — | $1,250,000 | — | Earn 0–200% based on EPS; TSR modifies | 2024–2026 cycle; settle post-2026 |
| LTI 2022 PSUs | 3-yr cumulative adj EPS + TSR modifier | — | — | EPS achievement below target | 0% (forfeited) | 2022–2024 cycle |
Say-on-Pay & Peer Benchmarking
- Say-on-Pay approvals: 96% (2022), 97% (2023), 98% (2024), indicating strong investor support for pay design .
- Compensation peer group used for benchmarking includes Baxter, Boston Scientific, Henry Schein, Hologic, Patterson, Quest, ResMed, STERIS, Zimmer Biomet, WESCO, DENTSPLY SIRONA, C.H. Robinson; targets generally at the 50th percentile with performance-based variability .
Investment Implications
- Alignment: High variable pay tied to AOI/revenue/OMR and multi-year EPS/TSR PSUs (moving to EBITDA+TSR in 2025) ties compensation to value creation; strong say-on-pay outcomes reinforce governance quality .
- Retention: Enhanced severance (2.0x) and CIC (3.0x) economics plus double-trigger equity protection reduce departure risk for a critical operator in the P&HS pivot; non-compete/non-solicit covenants extend for 12–24 months depending on scenario .
- Selling pressure: Meaningful unvested RSUs/PSUs outstanding with scheduled annual vesting may create periodic supply; however, hedging/pledging is prohibited, and clawbacks apply, mitigating misalignment risk .
- Execution track: 2024 AIP funded at 100% amid revenue/AOI close to target and OMR overachievement; P&HS growth (3%) under his span indicates progress, though 2022 PSUs were forfeited—highlighting stricter long-term hurdles and the benefit of shifting to EBITDA focus .