Rita Johnson-Mills
OMIAbout Rita Johnson-Mills
Rita F. Johnson-Mills, age 66, has served as an independent director of Owens & Minor since 2022 and is currently a member of the Governance & Nominating Committee. She is President (Southern Region) at CINQCARE and previously was founder/CEO of RJM Enterprises; her background includes senior leadership roles at UnitedHealthcare and Centene subsidiaries and service as Director of Medicaid Managed Care at CMS. She is an NACD Governance Fellow, a Hogan Certified Executive Coach, and a Senn Delaney Certified Corporate Culture Facilitator.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CINQCARE | President (Southern Region) | March 2022–present | Regional leadership in home-based care solutions |
| RJM Enterprises | Founder & CEO | Jan 2018–Feb 2022 | Healthcare consulting leadership |
| UnitedHealthcare Community Plan of Tennessee | President & CEO | Aug 2014–Dec 2017 | Led a >500,000 member plan with >$2.5B revenue |
| UnitedHealthcare Community & State | Senior Vice President, Performance Excellence & Accountability | Since 2006 (prior role; end date not disclosed) | Performance and accountability leadership |
| Centers for Medicare & Medicaid Services (CMS) | Director of Medicaid Managed Care | Not disclosed | Federal program oversight |
| Centene subsidiaries (Managed Health Services Indiana; Buckeye Health Plan) | Chief Executive Officer | Not disclosed | Health plan leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nyxoah SA (public company) | Director | Current | Public company directorship |
| Brookdale Senior Living, Inc. (public company) | Director | Prior | Prior public company board service |
| Quest Analytics, LLC (private) | Director | Current | Private board |
| Ellipsis Health (private) | Director | Former | Former private board |
Board Governance
- Independence: The Board determined Johnson-Mills is independent under NYSE standards and company guidelines; only independent directors serve on Audit, Governance & Nominating, and Our People & Culture committees.
- Committee assignments: Member, Governance & Nominating Committee (three members; all independent; met four times in 2024).
- Attendance: In 2024 the Board met 21 times; all directors attended at least 75% of Board and committee meetings; all directors in office attended the 2024 Annual Meeting.
- Shareholder voting support: At the May 15, 2025 annual meeting, Johnson-Mills received 65,413,437 votes FOR, 921,206 AGAINST, and 43,568 ABSTENTIONS.
- Governance & Nominating scope: Oversees board composition, director compensation review, annual self-evaluation, succession planning, and ESG programs.
Fixed Compensation
Schedule of Director Fees (effective May 9, 2024):
| Type of Fee | Cash ($) | Equity ($) |
|---|---|---|
| Annual Retainer | 125,000 | 205,000 (restricted stock; one-year vest) |
| Independent Board Chair – Additional | 130,000 | N/A |
| Audit Committee Chair – Additional | 30,000 | N/A |
| Governance & Nominating Committee Chair – Additional | 25,000 | N/A |
| Our People & Culture Committee Chair – Additional | 25,000 | N/A |
Rita F. Johnson-Mills – Actual Director Compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 125,000 | 125,000 |
| Stock Awards ($) (Grant-date fair value) | 175,000 | 205,000 |
| Total ($) | 300,000 | 330,000 |
Notes:
- Directors may defer fees into a stock price-based account or a fixed income fund account under the Directors’ Deferred Compensation Plan.
Performance Compensation
Equity Award Detail (Restricted Stock; time-based vesting):
| Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vest Date | Performance Conditions |
|---|---|---|---|---|
| May 12, 2023 | 9,344 | 175,000 | May 12, 2024 | None; one-year time-vest |
| May 9, 2024 | 11,154 | 205,000 | May 9, 2025 | None; one-year time-vest |
Compensation structure signals:
- The Board increased the annual equity retainer in May 2024 following a market review with an independent compensation consultant; changes aligned compensation with approximate median of the peer group.
Say-on-Pay (NEOs) – Shareholder Feedback:
| Item | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation (2025 meeting) | 63,157,616 | 3,148,361 | 72,234 | 5,204,737 |
Clawback and Hedging/Pledging:
- Company maintains a recoupment (“clawback”) policy for incentive compensation and all time-vesting equity awards; insider trading policy prohibits hedging or pledging Owens & Minor stock.
Other Directorships & Interlocks
| Company | Sector Relevance | Potential Interlock Considerations |
|---|---|---|
| Nyxoah SA (public) | Medical technology | No related-party transactions disclosed by OMI; governance oversight by independent committees mitigates conflict concerns. |
| Brookdale Senior Living (prior public) | Healthcare services | Prior role; no current OMI related-party exposure disclosed. |
| Quest Analytics, LLC (private) | Health network analytics | Private board; no related-party transactions disclosed. |
| Ellipsis Health (former private) | Health tech | Former role; no related-party transactions disclosed. |
Expertise & Qualifications
- 25+ years of combined federal, state, and private healthcare experience; led large government-sponsored health plan operations with multi-billion revenue scale.
- Deep experience in Medicaid managed care, performance excellence, and employee engagement; beneficial for OMI’s expansion as a full-service healthcare solutions partner including home-based care.
- Governance credentials include NACD Governance Fellow; executive coaching and culture facilitation certifications.
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (as of Mar 19, 2025) | 25,211; represents less than 1% of outstanding shares |
| Options outstanding | None; no officer or director has options exercisable within 60 days; no options/warrants outstanding as of Dec 31, 2024 |
| Pledged or hedged shares | Company policy prohibits hedging or pledging of OMI stock |
| Director stock ownership guideline | ≥4x annual cash retainer ($500,000) within five years of service start |
Governance Assessment
- Strengths: Independent status; service on Governance & Nominating Committee with oversight of board composition, ESG, and succession; regular executive sessions of independent directors; strong shareholder support in 2025 election.
- Alignment: Annual mix of cash and equity; time-vesting restricted stock grants with one-year vest; stock ownership guidelines (≥4x cash retainer) promote skin-in-the-game.
- Risk/Conflicts: No related-party transactions disclosed; hedging/pledging prohibited; no outstanding options reduce repricing risk.
- Watch items: Equity awards are time-based (no performance metrics), potentially emphasizing retention over long-term performance linkage; continued monitoring of ownership guideline attainment and committee workload/attendance (Board met 21 times; G&N met 4 in 2024; all directors ≥75% attendance).