Stephen Klemash
OMIAbout Stephen W. Klemash
Stephen W. Klemash (age 64) is an independent director of Owens & Minor, Inc. (OMI) serving since 2021; he chairs the Audit Committee (designated “audit committee financial expert”) and sits on the Executive Committee . He is a retired Partner at Ernst & Young LLP (EY), former Lead Partner of the EY Americas Center for Board Matters; he retired from EY in June 2021 and served in a limited consulting capacity through June 2022; he is a CPA and member of the AICPA . The Board has determined he is independent under NYSE standards and OMI’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Lead Partner, EY Americas Center for Board Matters | 2016 – Dec 2021 | Led board governance thought leadership and engagement |
| EY | East Central & Central Managing Partner of Accounts | 2011 – 2016 | Oversight of client accounts and growth |
| EY | East Central Region Managing Partner of Advisory | 2009 – 2011 | Led advisory business in region |
| EY | North Central Region Managing Partner, Assurance & Advisory Business Services | 2007 – 2009 | Oversaw assurance/advisory practice |
| EY | Pittsburgh Office Managing Partner | 2002 – 2007 | Market leadership role |
| EY | Assurance practitioner (various industries) | 1984 – 2002 | Audit/assurance delivery |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member (CPA) | Not disclosed | Professional affiliation |
Board Governance
- Committee assignments: Audit Committee Chair (financial expert); Executive Committee member .
- Independence: Board-designated independent director .
- Attendance and engagement: Board met 21 times in 2024; Audit met 7 times; all directors attended at least 75% of Board/committee meetings and all attended the 2024 Annual Meeting .
- Oversight scope as Audit Chair includes integrity of financials, auditor oversight, compliance, ERM and cybersecurity risk; the Audit Committee recommended inclusion of audited 2024 financials in Form 10-K .
- Board leadership: Independent Chair structure; independent directors hold regular executive sessions; hedging and pledging of OMI stock prohibited for directors and officers .
Committee Membership Snapshot
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair; Financial Expert | 7 |
| Executive | Member | 0 |
Fixed Compensation
- Structure (effective May 9, 2024): Annual cash retainer $125,000; Audit Chair additional retainer $30,000; equity retainer $205,000 in restricted stock (1-year vest) .
- 2024 actual director pay (non-employee): Klemash received $155,000 in cash fees and $205,000 in stock awards (11,154 restricted shares at $18.38 on May 9, 2024; vesting May 9, 2025), total $360,000 .
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $125,000 | Program schedule |
| Audit Chair Cash Retainer | $30,000 | Program schedule |
| Equity Retainer (RS) | $205,000 | Program schedule; 1-year vest |
| 2024 Cash Fees (Actual) | $155,000 | Klemash |
| 2024 Stock Awards (Actual) | $205,000 | 11,154 shares @ $18.38 (5/9/24), vest 5/9/25 |
| 2024 Total (Actual) | $360,000 | Klemash |
Additional notes:
- Directors may defer fees under the Directors’ Deferred Compensation Plan into a stock-price-tracking account or a fixed income fund; distributions in cash per elections .
Performance Compensation
- Non-employee directors at OMI receive time-based restricted stock (annual grant) with 1-year vesting; there are no performance-conditioned equity awards or cash bonuses for directors disclosed .
- Performance metrics (AOI, revenue, TSR modifiers, etc.) apply to executives, not directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Klemash in OMI’s proxy . |
| Committee interlocks | None disclosed; no interlocks identified in proxy . |
| Prior public company boards | Not disclosed for Klemash . |
Expertise & Qualifications
- Financial expertise: CPA; designated Audit Committee financial expert; deep experience in accounting, risk management, and financial reporting .
- Governance and ESG: Former Lead Partner at EY’s Americas Center for Board Matters; governance, ESG, cyber and technology oversight experience .
- Cybersecurity/ERM oversight through Audit Committee mandate .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 30,137 | As of March 19, 2025 |
| Ownership as % of outstanding | <1% | Denoted “*” in table |
| Options outstanding | None | No officer/director has options outstanding as of 12/31/24 |
| Pledged shares | Prohibited | Hedging/pledging prohibited by policy |
| Director stock ownership guideline | 4× annual cash retainer ($500,000) within 5 years | Window: within five years after service begins (or by July 30, 2026 for directors serving as of July 30, 2021) |
Governance Assessment
- Strengths: Independent Audit Chair with audit financial expert designation; robust Audit Committee scope including ERM and cybersecurity; strong director ownership guidelines; prohibition on hedging/pledging; clawback policy for incentive compensation; majority voting standard; independent Board Chair .
- Incentive alignment: Director pay tilted toward equity via annual restricted stock; 2024 grant of $205,000 stock vs $155,000 cash fees indicates meaningful equity alignment for Klemash .
- Independence/Conflicts: Klemash retired from EY (not OMI’s auditor; OMI engages KPMG) with limited consulting through June 2022; Board affirms independence; Company reports no related party transactions requiring disclosure—mitigating conflict concerns .
- Engagement: Board held 21 meetings; all directors met at least 75% attendance and attended 2024 AGM, supporting engagement expectations for fiduciary oversight .
- Shareholder signals: Say‑on‑pay support of ~98% in 2024 suggests investor confidence in compensation governance and board oversight of pay .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, or option repricing; no attendance shortfalls reported for 2024 .