Gwendolyn Bingham
OMIAbout Gwendolyn M. Bingham
Retired U.S. Army Lieutenant General (three stars), age 65, independent director at Owens & Minor since 2020; chairs the Governance & Nominating Committee and serves on the Executive Committee . She is a seasoned logistics and supply-chain leader with 38 years in the Army, including senior roles overseeing installations, materiel, and complex global operations . Education: B.S. in Commerce & Business Administration (University of Alabama), M.S. in Administration (Central Michigan University), and M.S. in National Security Strategy & Resources (National Defense University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Assistant Chief of Staff for Installation Management | 2016–2019 | Senior executive leadership of global installations; environmental/energy oversight |
| U.S. Army TACOM LCMC | Commanding General | 2014–2016 | Led integrated materiel management/manufacturing centers; global distribution & supply chain insight |
| White Sands Missile Range | Commanding General | 2012–2014 | Led complex test range operations |
| U.S. Army Quartermaster School | Commandant; 51st Quartermaster General | 2010–2012 | First woman in several Army General Officer positions; talent and resource management |
| Combined Arms Support Cmd/Sustainment CoE | Chief of Staff | 2008–2010 | Strategic planning; logistics and sustainment leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Star Families (nonprofit) | Chair, Board of Directors | 2023–present | Military family advocacy; governance leadership |
| Council on Foreign Relations | Member | N/A | Professional affiliation |
• No other public-company directorships disclosed in OMI’s proxy for Bingham .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director per NYSE standards and Company Guidelines |
| Committee assignments | Chair, Governance & Nominating; Member, Executive Committee |
| Committee activity (2024) | Governance & Nominating met 4 times; Executive Committee did not meet |
| Board meetings (2024) | 21 meetings; all directors attended ≥75% of Board/committee meetings; directors attended 2024 Annual Meeting |
| Board leadership practices | Majority voting in uncontested elections; declassified board; proxy access; regular executive sessions of independents |
| ESG & Risk oversight | Governance & Nominating oversees ESG; Board oversees ERM; Audit monitors cybersecurity |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $125,000 | Non-employee directors |
| Chair, Governance & Nominating Committee | +$25,000 | Additional annual cash retainer |
| Equity retainer | $205,000 | Restricted stock; one‑year vest; 11,154 shares granted at $18.38 on 5/9/2024, vesting 5/9/2025 |
| 2024 actual (Bingham) | Cash $150,000; Stock $205,000; Total $355,000 | As reported in the 2024 Director Compensation Table |
Director stock ownership guidelines: required ownership value at least 4× annual cash retainer ($500,000) within five years of service start (or by 7/30/2026 for incumbents as of 7/30/2021) .
Year-over-year changes:
| Metric | 2023 | 2024 |
|---|---|---|
| Equity retainer ($) | $175,000 | $205,000 (raised May 2024 to align with peer median) |
| Bingham cash ($) | $150,000 | $150,000 |
| Bingham stock ($) | $175,000 | $205,000 |
| Bingham total ($) | $325,000 | $355,000 |
Performance Compensation
No director performance-based metrics or bonuses are disclosed; director program comprises cash retainers and an annual time-vested restricted stock grant with one-year vesting .
Other Directorships & Interlocks
• Blue Star Families chair role is nonprofit; no related-party transactions with OMI are disclosed in the proxy (“Company has not entered any such related party transactions”) .
• Corporate Governance Guidelines limit director membership on other public company boards (mitigates overboarding) .
Expertise & Qualifications
• Senior executive leadership in complex logistics and supply chain, resource management, environmental/energy, talent management, and strategic planning .
• Unique experience leading integrated materiel management/manufacturing centers across multiple locations with global personnel—directly relevant to OMI’s global distribution and supply chain .
• Formal advanced education in administration and national security; broad external governance exposure (CFR, nonprofit board chair) .
Equity Ownership
| Holder | Beneficially Owned (shares) | % Outstanding | Notes |
|---|---|---|---|
| Gwendolyn M. Bingham | 22,184 | <1% | As of 3/19/2025; 77,254,507 shares outstanding |
| Directors’ Deferred Compensation Plan—Common Stock account (Bingham) | 20,498 | N/A | DCP account holding noted in footnote |
• Company insider trading policy prohibits hedging or pledging OMI stock by directors and executive officers .
• No outstanding stock options company‑wide as of 12/31/2024 (beneficial ownership footnote indicates no options, warrants or rights) .
Governance Assessment
Positive signals:
- Independent director leading Governance & Nominating (process oversight, director comp review, succession planning, ESG), with clear committee cadence (4 meetings in 2024) .
- High investor support for pay programs (Say-on-Pay approvals rising: 96% in 2022; 97% in 2023; 98% in 2024) .
- Strengthened director equity alignment (equity retainer increased from $175k to $205k in May 2024) and robust ownership guidelines (4× retainer within 5 years) .
- No related-party transactions reported; hedging/pledging prohibited; majority voting standard enhances accountability .
Potential watchouts:
- None disclosed specific to Bingham; continue monitoring cumulative outside commitments to ensure sustained engagement (company guidelines address overboarding) .
- Executive Committee did not meet in 2024; ensure emergency preparedness remains robust despite limited activity .
Say‑on‑Pay history:
| Year | Approval |
|---|---|
| 2022 | 96% |
| 2023 | 97% |
| 2024 | 98% |
Red flags: None identified related to conflicts, hedging/pledging, related-party transactions, or attendance; all directors met minimum attendance, and Bingham’s roles indicate active governance leadership .