Perry Bernocchi
OMIAbout Perry Bernocchi
Executive Vice President and CEO, Patient Direct (Apria & Byram) at Owens & Minor since March 2023; previously Byram Healthcare COO (2006) and CEO (2009–Mar 2023), COO of Hemophilia Resources of America (~5 years), and 18 years at Caremark/Coram in operations and general management . Under his leadership, Patient Direct scaled from ~$450M revenue in 2017 to a projected $2.76–$2.82B revenue and $376–$382M adjusted EBITDA in 2025, positioning OMI as a pure‑play home‑based care leader . In Q2 2025, Patient Direct revenue grew 3.3% YoY to $682M with adjusted EBITDA of $96.6M (14.2% margin); growth was led by sleep, urology, and ostomy categories, while diabetes was temporarily disrupted by supplier issues .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Owens & Minor – Patient Direct | EVP & CEO, Patient Direct | Mar 2023–present | Drives growth platform leveraging macro tailwinds; integrating Byram and Apria, expanding sleep program and category breadth . |
| Byram Healthcare (OMI division) | CEO | 2009–Mar 2023 | Scaled direct-to-patient supplies; foundation for OMI’s home-based care leadership . |
| Byram Healthcare | COO | 2006–2009 | Built operational backbone post-acquisition, enabling national scale . |
| Hemophilia Resources of America | COO | ~5 years prior to sale to Accredo | Led operations through sale; specialty chronic care focus . |
| Caremark/Coram | Operations and GM roles; SVP Operations | 18 years | National operations and specialty infusion execution experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public director roles disclosed in OMI filings or site . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $554,000 | $612,692 |
| Salary Rate ($) | $570,000 (set Mar 1, 2023) | $630,000 (10.5% increase vs 2023) |
| Target Bonus (% of base) | 90% (increased from 70% in 2023) | 90% |
| Actual Annual Incentive Paid ($) | $494,573 | $652,050 (115% of target) |
| Stock Awards – Grant Date Fair Value ($) | $2,121,766 | $2,360,722 |
| All Other Compensation ($) | $20,543 | $27,269 |
| Total ($) | $3,190,882 | $3,652,733 |
Performance Compensation
| Metric | Weighting | Target | Actual | Metric Achievement | Vesting/Design |
|---|---|---|---|---|---|
| 2024 Revenue (AIP) | 20% | $10,844M | $10,700M | 87% | Cash AIP; one-year performance . |
| 2024 Adjusted Operating Income (AIP) | 60% | $315M | $314M | 96% | Cash AIP; one-year performance . |
| 2024 OMR Program AOI Benefit (AIP) | 20% | $75M | $80M | 125% | Cash AIP; one-year performance . |
| Individual MBO Modifier (Bernocchi) | +/-35% cap | — | — | +15% awarded for Patient Direct outperformance | Applied to AIP payout . |
| 2023 AIP (context) | 20% Rev, 60% AOI, 20% OMR | $10,346M; $325M; $30M | $10,338M; $315.4M; $40M+ | 98%; 68% (adjusted to ~82% for AIP calc); 200% | AIP funded ~100% of target . |
| Long-term PSUs (2024 grant) | 50% of LTI | Target 44,643 sh | Earned 0–200% on 3-yr cumulative adjusted EPS; relative TSR modifier | — | 3-year performance, 2024–2026; modifier vs Russell 3000 Medical Equipment & Services . |
| Time-vesting RSUs (2024 grant) | 50% of LTI | 44,643 sh | — | — | Vest annually over 3 years; vesting commence Mar 20, 2024 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 252,911 common shares (as of Mar 19, 2025); <1% of outstanding . |
| Outstanding Unvested RSUs (12/31/24) | 3,859 (3/3/2022) $50,437 MV; 9,299 (4/29/2022) $121,538 MV; 42,747 (3/1/2023) $558,703 MV; 44,643 (3/1/2024) $583,484 MV; Total 100,548 sh; $1,314,162 MV (at $13.07) . |
| Outstanding PSUs at Target (12/31/24) | 11,691 (2022 cycle); 64,767 (2023 cycle); 44,643 (2024 cycle); Total 121,101; $1,582,790 MV at target (at $13.07) . |
| Options | None outstanding (company-wide) . |
| Stock Ownership Guidelines | Executive Vice Presidents: 2.0x base salary; Bernocchi exceeded guideline by 12/31/24 . |
| Hedging/Pledging | Prohibited for executives and directors . |
| Clawback | Incentive comp and all time-vesting equity subject to recoupment upon financial restatement per NYSE Rule 10D . |
| Deferred Compensation (EDCP, 2024) | Executive contributions $165,427; company match $12,647; aggregate balance $1,268,925 . |
2024 Grants – Specifics for Perry Bernocchi
- RSUs: 44,643 shares granted March 1, 2024; vest ratably over 3 years; vesting commence March 20, 2024 .
- PSUs: 44,643 target shares granted March 1, 2024; 0–200% earn-out on 3-year cumulative adjusted EPS (2024–2026) with relative TSR modifier .
Insider Selling Pressure and Trading Signals
- Form 4 (Dec 20, 2023): Sold 20,015 shares at $17.49; reported as EVP, CEO, Patient Direct .
- Form 4 (Filed Jun 7, 2024 for Jun 6): Reported sale “effected pursuant to” a plan (indicative of 10b5‑1), details per filing .
- Role confirmation: EVP & CEO Patient Direct; previously CEO, Byram .
Employment Terms
- Employment Agreements: OMI does not have employment agreements with executive officers (at‑will) .
- Severance (Officer Severance Policy): Double-trigger equity provisions handled under award agreements; non-change-in-control involuntary termination without cause provides cash equal to 1.5x salary + lesser of average actual bonus or target (increased to 2.0x and 24 months for terminations after Feb 27, 2025) and COBRA lump-sum plus outplacement; restrictive covenants include non-compete and non-solicit during severance period .
- Change-in-Control (CIC) Agreements: Double-trigger; post‑Feb 27, 2025 severance multiplier increased to 3.0x salary + target bonus; COBRA employer portion for three years; no excise tax gross‑ups; “cause” and “good reason” definitions apply; CIC occurs upon 30% ownership, board turnover, certain mergers, or liquidation/sale .
- Estimated Termination Benefits (as of 12/31/24):
- Involuntary termination without cause: Cash $1,596,817; benefits PV $2,075; equity $630,052; total $2,228,944 .
- CIC termination: Cash $2,129,089; benefits $34,026; equity $2,896,952; total $5,060,067 .
- Equity Plan Treatment: Under 2023 Omnibus Plan, CIC acceleration only if awards not assumed; if assumed, acceleration upon qualifying termination within 24 months; PSUs earned at greater of target or actual performance at CIC; minimum one‑year vesting on awards with limited exceptions; no repricing without shareholder approval .
Compensation Structure Analysis
- Mix: Emphasizes variable pay; for NEOs, ~62% long-term and ~38% short-term target mix in 2024; Bernocchi’s target bonus set at market 50th percentile .
- Performance Metrics: AIP uses revenue, AOI, and OMR AOI improvement with transparent goals; PSUs tied to multi-year adjusted EPS with relative TSR modifier (moving in 2025 to EBITDA + TSR) .
- Governance Features: No hedging/pledging, no tax gross-ups, no option repricing; independent compensation consultant (WTW); clawback policy expanded to time-vesting equity .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 2022: 96%; 2023: 97%; 2024: 98%—reflecting investor support for pay design and performance linkage .
- Peer Group: Baxter, Quest Diagnostics, Boston Scientific, ResMed, C.H. Robinson, Select Medical, DENTSPLY, STERIS, Henry Schein, WESCO, Hologic, Zimmer Biomet, Patterson—targeting 50th percentile for pay positioning .
Performance & Track Record
| Metric | 2017 | 2025 Outlook |
|---|---|---|
| Patient Direct Revenue ($) | ~$450M (at acquisition baseline) | $2.76–$2.82B |
| Patient Direct Adjusted EBITDA ($) | ~$38M (baseline) | $376–$382M |
| Q2 2025 Revenue ($) | — | $681.9M (continuing ops) |
| Q2 2025 Adjusted EBITDA ($) | — | $96.6M |
Notable initiatives: Sleep Journey program, revenue cycle improvements, category expansion, and sales force additions; managed diabetes supplier disruption by adjusting ordering and delivery frequency to protect patient care . Strategic focus is to transition OMI into a pure‑play Patient Direct leader amid discontinuation of Products & Healthcare Services .
Investment Implications
- Alignment and retention: Meaningful equity ownership with no hedging/pledging and compliance with 2x salary ownership guideline; PSUs tied to multi-year EPS with TSR modifier enhance shareholder alignment .
- Incentive quality: AIP incorporates AOI and OMR AOI improvements and MBO modifier; 2024 payout for Bernocchi at 115% signals segment outperformance without excessive discretion .
- Contract protections: Enhanced severance and CIC economics (post‑Feb 2025) reduce unplanned turnover risk; double‑trigger vesting mitigates single‑trigger windfalls .
- Trading signals: Periodic planned sales (e.g., Dec 2023 and Jun 2024 Form 4s) suggest liquidity management rather than alignment issues; monitor future Form 4 activity for size, plan usage, and post‑transaction holdings .
- Execution risks: Diabetes category pressures (shift from DME to pharmacy; supplier disruptions) and stranded cost absorption during divestiture; offset by durable growth in sleep/urology/ostomy and margin mix improvements .