Carissa Rollins
OMIAbout Carissa L. Rollins
Carissa L. Rollins (age 55) is an independent director of Owens & Minor (OMI) since 2022 and serves on the Audit Committee. She is currently Chief Information Officer at Illumina, Inc. (since March 2022) and brings deep expertise in global information systems strategy, risk and compliance, infrastructure, enterprise architecture, cybersecurity, and business applications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealthcare | Chief Information Officer | 2017–2022 | Led enterprise technology strategy and operations for major payer; experience spans commercial, Medicare, and government programs technology |
| Gander Mountain | CIO & EVP, Human Resources | 2015–2017 | Combined technology and human capital leadership roles |
| Kohl’s Corporation | Senior IT roles | 2010–2015 | Senior roles across technology domains |
| Manpower Global | Management roles | Prior to 2010 | Progressive management positions in technology/operations |
| Miller-Coors | Management roles | Prior to 2010 | Progressive management positions in technology/operations |
External Roles
| Organization | Type | Role | Tenure/Status |
|---|---|---|---|
| Illumina, Inc. | Public company | Chief Information Officer | Since Mar 2022 (current) |
| YWCA Minneapolis | Non-profit | Board of Directors, Board Chair | Current |
| Grand Canyon Conservancy | Non-profit | Board Member | Current |
Board Governance
| Aspect | Details |
|---|---|
| Independence | Determined independent under NYSE standards and OMI Corporate Governance Guidelines |
| Committee assignments | Audit Committee member (Audit Committee: Chair Stephen W. Klemash; members Teresa L. Kline, Carissa L. Rollins) |
| Audit Committee focus | Oversees financial statement integrity, auditor independence, internal audit, legal/regulatory compliance, ERM including cybersecurity and information security |
| Meetings/attendance | 2024 meetings: Board 21, Audit 7; all directors attended at least 75% of Board and committee meetings on which they served |
| Board composition | Nine nominees for one-year terms; annual election; majority voting in uncontested elections |
| Executive sessions | Independent directors and committees hold regular executive sessions without management |
| Anti-hedging/pledging | Insider trading policy prohibits hedging or pledging OMI stock |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director retainer; effective May 9, 2024 |
| Committee chair retainers | Audit Chair: $30,000; OP&C Chair: $25,000; Governance & Nominating Chair: $25,000 | Not applicable to Rollins (not a chair) |
| Independent Board Chair additional retainer | $130,000 | Not applicable to Rollins |
| 2024 fees earned (Rollins) | $125,000 | Reported in 2024 Director Compensation Table |
Director deferral: Directors may defer all or part of fees into a stock-based account or a fixed-income fund under the Directors’ Deferred Compensation Plan .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock (time-vested) | May 9, 2024 | 11,154 | $205,000 | One-year vesting on May 9, 2025 |
Notes:
- 2024 stock awards for non-employee directors were time-vested restricted stock; no director performance metrics apply to these grants .
- Carissa Rollins’ 2024 stock award value and share count reflect the closing price of $18.38 on the grant date; vest at one year .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Rollins |
| Non-profit boards | YWCA Minneapolis (Board Chair); Grand Canyon Conservancy (Director) |
| Potential interlocks/conflicts | Company discloses no related party transactions requiring Item 404 approval; Audit Committee reviews/approves such transactions; none entered |
Expertise & Qualifications
- CIO of Illumina since March 2022; extensive knowledge in information systems strategy, operations, risk and compliance, infrastructure, enterprise architecture, cybersecurity, and business-facing applications .
- Her profile aligns with the Board’s emphasis on oversight of ERM and cybersecurity risks; independent directors hold regular executive sessions without management .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of Mar 19, 2025) | 24,988 shares; less than 1% of outstanding |
| Stock options | None outstanding; no right to acquire shares via options within 60 days after Mar 19, 2025; no outstanding options/warrants/rights as of Dec 31, 2024 |
| Shares in Directors’ Deferred Compensation Plan | Not listed for Rollins (directors with such holdings identified were Beck, Bingham, Henkel) |
| Hedging/pledging | Prohibited by insider trading policy |
| Director ownership guideline | Must attain ≥4x annual cash retainer ($500,000) within 5 years of Board service start (or by July 30, 2026 for directors as of 7/30/2021); current cash retainer $125,000 |
Director Compensation (2024 actuals)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| Stock Awards | $205,000 (time-vested restricted stock) |
| Total | $330,000 |
Context:
- In May 2024, following a market review with an independent compensation consultant, the Board increased the annual equity retainer for independent directors and the annual retainer for the non-executive Chair to align with the peer group median .
Governance Assessment
- Independence and committee role: Rollins is an independent director and active Audit Committee member, supporting financial reporting integrity and cybersecurity oversight—key areas for investor confidence .
- Engagement: Board held 21 meetings and Audit met 7 times in 2024; all directors met the 75% attendance threshold, indicating acceptable engagement .
- Pay and alignment: Director pay structure skews toward equity via time-vested restricted stock (annual grant ~$205k) plus a $125k cash retainer; equity retainer was increased to peer median in 2024, signaling alignment with shareholder interests .
- Ownership and risk controls: Rollins beneficially owns 24,988 shares; hedging and pledging are prohibited; robust ownership guidelines require ≥$500k within five years, enhancing alignment incentives .
- Conflicts/related-party exposure: The company reports no related-party transactions requiring disclosure; Audit Committee oversees and would approve any such items—no red flags identified for Rollins .
RED FLAGS
- None identified in the proxy: no related-party transactions, no options/option repricing, hedging/pledging prohibited, and attendance above minimum threshold .