OMNICELL INC (OMCL)
Sector: Health Care
2026 Annual Meeting Analysis
OMNICELL INC · Meeting: May 19, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class I Directors
Director since 2014 with strong healthcare industry leadership experience; the 3-year TSR underperformance vs. peer group median is only -12.9pp, below the 20pp trigger threshold for negative absolute TSR, so no TSR flag applies; no overboarding, attendance, or independence concerns noted.
Director since 2019 with deep financial and operational expertise from his prior executive roles at Omnicell itself; the 3-year TSR gap vs. peer median (-12.9pp) does not meet the 20pp trigger threshold; audit committee chair with clear financial qualifications; no other concerns.
Joined the board in January 2024, which is less than 24 months before the filing date and therefore exempt from the TSR trigger under the new-director exemption; brings relevant healthcare and technology executive experience.
All three Class I nominees pass the policy screens. The company's 3-year stock return (-40.4%) underperforms the peer group median (-27.5%) by only 12.9 percentage points, which falls below the 20pp trigger threshold applicable when absolute 3-year TSR is negative. No overboarding, attendance failures, independence issues, or qualification concerns are identified for any nominee. Eileen Voynick is additionally exempt from the TSR trigger as a director appointed within the past 24 months.
Say on Pay
✓ FORCEO
Randall A. Lipps
Total Comp
$7,531,852
Prior Support
94.9%%
CEO total compensation of $7.53 million is within a reasonable range for a CEO at a $1.6 billion healthcare technology company, and prior Say on Pay support was a strong 94.9% in 2025, well above the 70% concern threshold. The pay mix is heavily variable — approximately 88% of the CEO's target pay is at-risk or performance-based, well exceeding the 50-60% policy minimum, which is a positive structural feature. While the company's 3-year stock return has been weak (-40.4%), the performance stock awards use a relative total shareholder return metric benchmarked against the S&P 1000 Healthcare Index, and the 2025 award was capped at 100% of target because the company's absolute return was negative, demonstrating that the incentive structure does respond to stock underperformance in a manner aligned with shareholder interests.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,459,000
Non-Audit Fees
$201,000
Non-audit fees (audit-related fees of $35k + tax fees of $164k + other fees of $2k = $201k) represent approximately 5.8% of audit fees ($3,459k), well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $1.6B market cap company. Auditor tenure is not disclosed in the filing, so no tenure trigger can be applied. No material restatements are indicated.
Overall Assessment
The 2026 Omnicell annual ballot is straightforward, with all three director nominees passing the TSR and qualification screens, the auditor relationship showing clean fee ratios, and the Say on Pay program earning a FOR determination based on strong prior shareholder support, an appropriately variable pay structure, and incentive awards that mechanically responded to the company's negative absolute stock return. The main non-standard items are an equity plan share increase (outside current policy coverage) and a Delaware officer exculpation charter amendment that represents a market-standard governance update warranting support.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing