Robert Henkel
OMIAbout Robert J. Henkel
Independent director of Owens & Minor (OMI) since 2019; age 70. Former President & CEO of Ascension Health (2012–2017) and COO (2004–2011); led the largest U.S. non-profit Catholic health system with deep operational and strategic expertise. Chair of OMI’s Our People & Culture (Compensation) Committee and member of the Executive Committee; designated independent under NYSE and company standards. Prior roles include President, Healthcare Transformation at THEO Executive Group (2019–2021) and service across multiple major health systems; Life Fellow of the American College of Healthcare Executives.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascension Health | President & CEO | 2012–2017 | Led largest U.S. non-profit health system; strategic and operational oversight |
| Ascension Health | Chief Operating Officer | 2004–2011 | Enterprise operating leadership |
| THEO Executive Group | President, Healthcare Transformation | Jan 2019–Mar 2021 | Advisory/transformational leadership for healthcare clients |
| Ascension Health | Chair, Ascension Innovation Council | 2017–2019 | Innovation oversight across system |
| Daughters of Charity National Health System; Mount Sinai Medical Center; SSM Health Care; Montefiore Medical Center | Executive leadership roles | Prior to Ascension | Multi-system operating experience |
| University of Pittsburgh Graduate School of Public Health | Adjunct professor (health policy & management) | (prior disclosure) | Academic engagement in health policy and management |
External Roles
| Organization | Capacity | Notes |
|---|---|---|
| American College of Healthcare Executives | Life Fellow | Professional recognition and network in healthcare leadership |
| University of Pittsburgh Graduate School of Public Health | Adjunct professor (prior disclosure) | Academic role in health policy & management |
Board Governance
- Independence: The Board affirms Henkel is independent under NYSE and company guidelines. Only independent directors serve on the Audit, Governance & Nominating, and Our People & Culture committees.
- Committee assignments and cadence (2024 meetings): OP&C (Chair; 7 meetings), Executive (Member; 0 meetings). Full Board met 21 times; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Board structure: Chair and CEO roles are separated; non-executive, independent Chair leads the Board; independent directors/committees hold regular executive sessions.
- Rotation and oversight: Board considers periodic rotation of committee members/chairs; rotation occurred in early 2024 for certain committees.
- Shareholder feedback signal (Say-on-Pay 2025): For 63,157,616; Against 3,148,361; Abstain 72,234; Broker non-votes 5,204,737 (~95.1% approval of votes cast, excluding broker non-votes), indicating strong support for compensation oversight by OP&C.
- Clawback: Company maintains a recoupment policy compliant with NYSE rules (Section 10D), covering incentive compensation and time-vesting equity for covered executives; OP&C Committee (chaired by Henkel) oversees compensation governance.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Our People & Culture (Compensation) | Chair | 7 | Oversees executive compensation, culture programs |
| Executive | Member | 0 | Limited powers when Board not in session |
Fixed Compensation (Director)
| Year (service) | Cash Fees ($) | Equity ($) | Total ($) | Detail |
|---|---|---|---|---|
| 2024 | 150,000 | 205,000 | 355,000 | Cash aligns with $125,000 annual retainer + $25,000 OP&C Chair fee; equity is annual restricted stock grant |
- Director fee schedule effective May 9, 2024: Annual cash retainer $125,000; additional annual retainers—Independent Board Chair $130,000; Audit Chair $30,000; OP&C Chair $25,000; Governance & Nominating Chair $25,000.
- 2024 equity grant detail: $205,000 grant equals 11,154 restricted shares at $18.38 closing price on May 9, 2024; vests on May 9, 2025.
- Market adjustment: In May 2024, Board increased the annual equity retainer and non-executive Chair cash retainer to approximate peer median, on Governance & Nominating Committee and independent consultant recommendation.
Performance Compensation (Oversight and Design)
- Director equity awards are time-based restricted stock with one-year vesting; no performance metrics apply to non-employee director grants.
- As OP&C Chair, Henkel oversees executive incentive design. 2024 PSU design features:
- 50% RSUs (3-year vesting) / 50% PSUs mix; PSU performance period: 3 years
- Primary PSU metric: 3-year cumulative adjusted EPS; payout 0%–200% of target
- Relative TSR modifier vs. performance index to align with shareholder returns
| NEO Incentive Element | Metric/Structure | Performance Period | Payout Mechanics |
|---|---|---|---|
| PSUs | 3-year cumulative adjusted EPS | 3 years | 0%–200% of target; subject to relative TSR modifier |
| RSUs | Time-based vesting | 3 years | 1/3 per year vesting (time-based) |
Other Directorships & Interlocks
- Current public company boards: No other current public company directorships are disclosed in Henkel’s OMI proxy biography.
- Related interlocks/conflicts: None disclosed; the company reports no related-party transactions requiring disclosure under Regulation S-K Item 404.
Expertise & Qualifications
- Deep healthcare system leadership (Ascension CEO/COO), transformation leadership (THEO), and multi-institution hospital operations; Life Fellow of ACHE. This background supports compensation, culture, human capital, and strategy oversight at OMI.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of OS | Notes |
|---|---|---|---|
| Robert J. Henkel | 37,344 | <1% | As of March 19, 2025; no director/officer has options exercisable within 60 days; no options/warrants outstanding at 12/31/2024. |
| Directors’ Deferred Compensation Plan (Henkel) | 48,074 | N/A | Credits in Common Stock account of Directors’ Deferred Compensation Plan. |
- Stock ownership guidelines (directors): 4x annual cash retainer ($500,000) within five years of Board service start (or by July 30, 2026 for directors serving as of July 30, 2021). Individual compliance status for directors is not disclosed.
- Hedging/pledging: Company insider trading policy prohibits hedging or pledging of OMI stock (applies to directors and officers).
Governance Assessment
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Strengths
- Independent director; significant sector leadership experience; chairs OP&C with disciplined design (EPS-based PSUs + TSR modifier) and compliant clawback.
- Strong shareholder support on 2025 Say-on-Pay (~95.1% of votes cast), reinforcing investor confidence in compensation governance under OP&C oversight.
- Prudent director pay structure (cash + time-based equity) and clear ownership guidelines; equity/cash mix (~58% equity / 42% cash) aligns director interests with shareholders.
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Watch items
- Age policy: Bylaws restrict service past 72 absent temporary waiver; Henkel is 70, implying potential succession/refresh considerations within ~2 years.
- 2024 increase to director equity retainer and Board Chair retainer; framed as peer-median alignment—continue monitoring pay-for-service calibration and workload.
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Conflicts/Red Flags
- No related-party transactions disclosed; company prohibits hedging/pledging; no option repricing; attendance ≥75% threshold met at Board level; no individual red flags identified.