Kenneth Gardner-Smith
OMIAbout Kenneth Gardner-Smith
Independent director at Owens & Minor since 2022; age 44. Currently CEO of Veritas Veterinary Partners (since December 2024), previously Chief People Officer at DaVita (2020–April 2024) with prior operations leadership roles (2011–2019), and earlier experience in M&A investment banking at Morgan Stanley and relationship management at Wells Fargo . The Board identifies him as independent under NYSE standards and OMI’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DaVita, Inc. | Chief People Officer | 2020 – April 2024 | Led compensation, succession planning, diversity and inclusion; experience in process innovation and transformation |
| DaVita, Inc. | Regional Group VP, Field Operations – Southeast; Division VP; Group Director; Regional Director, Operations | 2011 – 2019 | Operational leadership across regions, driving execution and performance |
| Morgan Stanley | Investment Banker (M&A) | 2008 – 2011 | Transaction execution in mergers and acquisitions |
| Wells Fargo | Relationship Manager | 2003 – 2006 | Client relationship management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Veritas Veterinary Partners | Chief Executive Officer | December 2024 – present | Current operating role; sector unrelated to OMI’s healthcare distribution/manufacturing |
Board Governance
- Committee memberships: Our People & Culture (member). Not on Audit, Governance & Nominating, or Executive Committees .
- Independence: Classified as independent director by OMI .
- Attendance and engagement: Board met 21 times in 2024; all directors attended at least 75% of meetings (OP&C met 7 times) .
- Shareholder support: At the May 15, 2025 annual meeting, his election received 65,581,004 For, 756,181 Against, 41,025 Abstentions; broker non-votes 5,204,737 .
- Governance practices relevant to directors: Hedging and pledging OMI stock prohibited; robust clawback policy; majority voting in uncontested elections .
Fixed Compensation
| Year | Cash Retainer ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|
| 2024 | 125,000 | 205,000 | 330,000 |
| 2023 | 125,000 | 175,000 | 300,000 |
- Director fee schedule as of May 9, 2024: Annual cash retainer $125,000; equity retainer $205,000 (restricted stock, one-year vest); committee chair premia: Audit $30,000, OP&C $25,000, Governance $25,000; independent Board Chair additional $130,000 cash .
- Non-employee director compensation limit under Omnibus Plan: $750,000 per year (lead director or non-executive chair up to $1,500,000) .
Performance Compensation
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| May 9, 2024 | Restricted Stock | 11,154 | 205,000 | One-year vest; vests May 9, 2025 |
| May 12, 2023 | Restricted Stock | 9,344 | 175,000 | One-year vest; vested May 12, 2024 |
- No options or performance-share awards are disclosed for directors; director equity is time-based restricted stock with one-year vesting .
- Directors may defer fees into the Directors’ Deferred Compensation Plan (stock price or fixed income subaccounts) .
Other Directorships & Interlocks
- No public-company board roles disclosed in Gardner-Smith’s nominee biography; background lists operating roles (DaVita, Veritas) and prior finance roles (Morgan Stanley, Wells Fargo) .
- OMI’s Corporate Governance Guidelines limit director membership on other public company boards (contextual guardrail) .
Expertise & Qualifications
- Healthcare operating leadership, including home-based care; talent strategy, compensation, succession planning, diversity and inclusion; process innovation and transformation .
- Brings people and culture expertise aligned to OP&C oversight; complements OMI’s focus on human capital and patient direct growth .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| March 19, 2025 | 26,008 | <1% |
| March 14, 2024 | 14,854 | <1% |
- Director stock ownership guideline: 4x annual cash retainer ($500,000 target value); individual compliance status not disclosed .
Governance Assessment
- Strengths: Independent; OP&C membership aligned with deep HR/people leadership; strong shareholder support in 2025 vote; equity compensation creating alignment; hedging/pledging prohibited and majority voting standard enhance investor confidence .
- Watch items: New CEO role at Veritas may increase time demands; no Audit Committee assignment (financial oversight exposure limited); beneficial ownership is modest relative to outstanding shares; individual guideline compliance not disclosed—monitor future proxy updates .
- Compensation signals: Director pay mix is cash plus time-vested equity (no performance metrics), consistent with market; 2024 equity retainer increased to median of peer group, suggesting competitive alignment without aggressive guarantees .
RED FLAGS: None disclosed for Gardner-Smith in reviewed sections (no related-party transactions, no pledging/hedging permitted, attendance met minimum threshold) .