Heath Galloway
OMIAbout Heath Galloway
Executive Vice President, General Counsel & Corporate Secretary of Owens & Minor since May 17, 2023; with the company since 2013 and age 46 at appointment . As Corporate Secretary, he signs O&M proxy notices and leads legal, governance, and cross-functional coordination initiatives; his 2024 MBOs focused on AOI improvement, legislative agenda, contracting, cross-segment coordination, and manufacturing/kitting realignment, which were assessed as successfully achieved . Company performance context in 2024: revenue $10.7B, adjusted operating income $313M, adjusted EBITDA $523M, adjusted EPS $1.53; PSU design includes a relative TSR modifier vs the Russell 3000 Medical Equipment & Services Sector Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Owens & Minor, Inc. | EVP, General Counsel & Corporate Secretary | May 17, 2023 – Present | Leads legal and corporate secretary functions; 2024 MBOs included advancing favorable legislative agenda, improving products contracting, enhancing cross-segment coordination, and supporting manufacturing/kitting realignment . |
| Owens & Minor, Inc. | Vice President & Associate General Counsel | 2013 – 2023 | Senior legal counsel; promoted to EVP GC & Corporate Secretary upon prior GC resignation . |
Fixed Compensation
| Year | Base Salary Rate ($) | Base Salary Earned ($) | Target Bonus % | Target Award ($) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|---|---|
| 2024 | 500,000 | 485,577 | 75% | 375,000 | 375,000 (100% of target) | 22,964 (401k/EDCP match $22,406; life insurance $558) |
- 2024 salary increased 11.1% vs 2023 ($450,000 → $500,000) .
- EDCP participation: Company match of $8,606 to EDCP for 2024 plan year (deposited Q2 2025) .
Performance Compensation
Annual Incentive Plan (AIP)
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue | 20% | AOP target (not disclosed) | Company achieved $10.7B | Included in 100% payout | Cash (no vesting) |
| Adjusted Operating Income (AOI) | 60% | AOP target (not disclosed) | Company achieved $313M | Included in 100% payout | Cash |
| OMR Program AOI Benefit | 20% | Program target (not disclosed) | Not disclosed | Included in 100% payout | Cash |
| MBOs Modifier | +/-35% | Legal/ops objectives met (see About) | OP&C assessed “successful achievement” | No modifier applied; 100% payout | N/A |
Long-Term Incentives (LTI)
- Program mix: 50% RSUs (time-based), 50% PSUs (3-year cumulative adjusted EPS with relative TSR modifier), granted under the 2023 Omnibus Incentive Plan .
RSUs
| Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 3/1/2024 | 24,351 | 600,009 | Vests in equal annual installments over 3 years from March 20, 2024 . |
| 5/17/2023 | 11,922 | 155,821 | Vests in equal annual installments over 3 years from May 17, 2023 . |
| 3/1/2023 | 6,413 | 83,818 | Vests in equal annual installments over 3 years from May 15, 2023 . |
| 3/3/2022 | 1,159 | 15,148 | Vests in equal annual installments over 3 years from May 15, 2022 . |
PSUs (2024 grant)
| Grant Date | Metric | Weighting | Threshold (#) | Target (#) | Maximum (#) | Performance Period | Vesting/Settlement |
|---|---|---|---|---|---|---|---|
| 3/1/2024 | 3-year cumulative adjusted EPS; relative TSR modifier vs index | 50% of LTI | 12,176 | 24,351 | 48,702 | FY2024–FY2026 | Settles after performance period; employment required . |
PSUs (prior 2022 grant outcome)
| Grant Year | Performance Period | Target | Actual | Outcome |
|---|---|---|---|---|
| 2022 | FY2022–FY2024 | Cumulative adjusted EPS target $11.28 | Actual $5.61 | 0% earned; all forfeited . |
Notes
- No stock options outstanding during 2024, and O&M does not currently grant new stock options or SARs .
Equity Ownership & Alignment
Beneficial & Guideline Alignment
| As of Date | Shares Beneficially Owned | % Outstanding | Ownership Guideline (EVP) | Compliance Status | Hedging/Pledging Policy |
|---|---|---|---|---|---|
| March 19, 2025 | 122,821 | <1% | 2.0x base salary | In process of attaining required level | Hedging and pledging prohibited; no margin accounts . |
Vested vs Unvested (12/31/2024)
| Category | Shares | Value ($) |
|---|---|---|
| 2024 Stock Awards Vested | 11,986 | 233,225 |
| Non-vested RSUs | 43,845 | 573,054 (at $13.07/sh) |
| Unearned PSUs (at target) | 24,351 | 318,268 (at $13.07/sh) |
Employment Terms
| Item | Detail |
|---|---|
| Role start date | EVP, GC & Corporate Secretary effective May 17, 2023 . |
| Company tenure | With Owens & Minor since 2013 . |
| Employment agreement | None; O&M does not have employment agreements with executive officers . |
| Officer Severance Policy (EVP) | 1.5x (base salary + lower of average actual bonus or target bonus for prior 3 years); 18 months; increased to 2.0x and 24 months effective Feb 27, 2025 . |
| Change-in-Control (CIC) Agreements | Double-trigger; lump sum 2.0x (base salary + target bonus); increased to 3.0x multiplier and COBRA premiums to 3 years effective Feb 27, 2025 . |
| Restrictive covenants | Non-compete & non-solicit for 12 months post-termination under CIC Agreements; under Severance Policy, non-compete & non-solicit during severance period; perpetual confidentiality . |
| Clawback | Recoupment policy covers incentive compensation and all time-vesting equity awards for current/former executive officers . |
| Tax gross-ups | No excise tax gross-ups; Section 280G safe harbor cut-back if beneficial . |
Investment Implications
- Pay-for-performance alignment with explicit financial metrics (Revenue 20%, AOI 60%, OMR AOI benefit 20%) and MBO modifier; Galloway’s AIP paid at 100% of target, consistent with company meeting operational goals in 2024 .
- Equity incentives emphasize multi-year outcomes; 2022 PSUs forfeiture underscores elevated performance hurdles and use of relative TSR modifier, limiting windfall risk and strengthening alignment with shareholders .
- Retention risk appears mitigated by enhanced severance/CIC economics approved Feb 27, 2025 (Officer Severance: 2.0x/24 months; CIC: 3.0x), plus ongoing RSU vesting; however, richer protections increase potential change-of-control costs for acquirers .
- Insider selling pressure: absence of options and prohibition on hedging/pledging reduces forced-liquidity risk; scheduled RSU vesting (multiple tranches) could create periodic sell windows, but 2024 vesting volume for Galloway was modest (11,986 shares; $233k) .
- Ownership alignment: 122,821 shares beneficially owned (<1%); EVP ownership guideline of 2x salary with “in process” status suggests growing skin-in-the-game; policy prohibits margin pledging, supporting governance quality .