Teresa Kline
OMIAbout Teresa L. Kline
Independent director (age 66) at Owens & Minor since 2022; currently serves on the Audit Committee. Kline is the retired President & CEO of Health Alliance Plan of Michigan and EVP of Henry Ford Health System (roles held since 2016; retired in 2019). She brings 35+ years of healthcare leadership across payor, provider, managed care, and technology with cybersecurity oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Alliance Plan of Michigan | President & CEO | 2016–2019 | Led financial and operational turnaround in managed care |
| Henry Ford Health System | Executive Vice President | 2016–2019 | Senior leadership in provider operations |
| Health Care Service Corporation | SVP & Chief Health Care Management Officer | Not disclosed | Payor-side clinical and cost management |
| HealthSouth | Senior Vice President | Not disclosed | Outpatient facility management |
| CHA Health | Chief Executive Officer | Not disclosed | Health plan leadership |
| UnitedHealth Group | CEO, UHC-GA | Not disclosed | Market leadership for Georgia |
| OnCare | Senior Vice President | Not disclosed | Healthcare services |
| Aetna Health Plans | Regional Vice President | Not disclosed | Regional insurance operations |
External Roles
| Organization | Role | Type | Tenure/Status |
|---|---|---|---|
| Amedisys, Inc. | Director | Public company | Current |
| National Mobility & Seating | Director | Private | Current |
| SaVida Health | Director | Private | Current |
| Presbyterian Healthcare Services | Director | Private/Non-profit health system | Current |
| Kalamazoo College | Board member | Academic | Current |
| Apria, Inc. | Director | Public (until acquired by OMI) | Former; acquired March 2022 |
| Intersect ENT | Director | Public (until acquired by Medtronic) | Former; acquired May 2022 |
Board Governance
- Committee assignments: Audit Committee member (Audit Chair: Stephen W. Klemash; members: Klemash, Kline, Rollins) .
- Independence: Determined independent under NYSE standards and company guidelines .
- Attendance and engagement: Board met 21 times in 2024; Audit met 7 times; all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting . Independent directors hold regular executive sessions without management .
2025 Shareholder vote for Kline:
| Item | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Teresa L. Kline | 65,800,922 | 536,082 | 41,207 | 5,204,737 |
Fixed Compensation
Director fee schedule (effective May 9, 2024):
| Type of Fee | Cash ($) | Equity ($) |
|---|---|---|
| Annual Retainer | 125,000 | 205,000 (restricted stock, 1-year vest) |
| Independent Board Chair (additional) | 130,000 | N/A |
| Audit Committee Chair (additional) | 30,000 | N/A |
| Governance & Nominating Chair (additional) | 25,000 | N/A |
| Our People & Culture Chair (additional) | 25,000 | N/A |
Teresa L. Kline – 2024 Director Compensation:
| Component | Amount ($) | Details |
|---|---|---|
| Cash fees | 125,000 | Annual retainer |
| Stock awards | 205,000 | Restricted stock; 11,154 shares at $18.38 on May 9, 2024; vest May 9, 2025 |
| Total | 330,000 | 37.9% cash / 62.1% equity (mix derived from disclosed amounts) |
Director stock ownership guideline: 4× annual cash retainer ($500,000 value) to be attained within five years (or by July 30, 2026 for directors serving as of July 30, 2021) .
Performance Compensation
- No performance-based director compensation disclosed (independent directors receive time-vesting restricted stock; PSUs and AIP apply to executives, not directors) .
Other Directorships & Interlocks
- Current public directorship: Amedisys (home health/hospice) .
- Prior interlock: Director at Apria before acquisition by Owens & Minor in March 2022; now integrated into OMI’s Patient Direct segment .
- Related-party transactions: None required to be disclosed; Audit Committee reviews and approves any such transactions; company states none .
Expertise & Qualifications
- Deep healthcare market knowledge across payor and provider, managed care, insurance, consulting, outpatient facility management; experienced in financial and operational turnaround, growth, M&A; healthcare technology and cybersecurity oversight; significant outside board experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Teresa L. Kline | 25,211 | <1% | Sole voting and investment power; no options outstanding for any director/officer; company prohibits hedging and pledging of OMI stock |
Insider Trades (Form 4)
| Date | Filing | Summary | Link |
|---|---|---|---|
| 2025-05-16 | Form 4 | Statement of changes in beneficial ownership (post-annual meeting grant) | |
| 2024-05-10 | Form 4 | Director restricted stock grant consistent with 11,154-share award disclosed in proxy (grant date May 9, 2024) | |
| 2022-06-02 | Form 4 | Initial director equity transaction after joining Board in 2022 |
Governance Assessment
- Strengths: Independent status; Audit Committee membership with robust cybersecurity oversight; strong shareholder support (95%+ “For” votes); meaningful healthcare expertise; director equity-based pay aligns with shareholders; prohibitions on hedging/pledging; director ownership guideline in place .
- Compensation reasonableness: Cash retainer plus time-vesting equity at peer-median alignment; 2024 increase approved after market review by Governance & Nominating Committee and independent consultant .
- Conflicts/related-party risk: No related-party transactions disclosed; corporate policies and Audit Committee oversight mitigate risk; prior Apria board service noted but acquisition completed; no ongoing external transactions disclosed tied to Kline .
- Attendance/engagement: Board and Audit Committee met frequently; all directors met minimum attendance threshold and attended the annual meeting .
RED FLAGS: None disclosed for related-party transactions, hedging/pledging, option repricing, or tax gross-ups; director attendance acceptable; say-on-pay support high (context for overall governance climate) .