Form 4: Omnicell Executive Corey J. Manley Reports Stock Transactions Following Vesting of Performance-Based Restricted Stock Units

Corey J. Manley, EVP & Chief Legal/Admin Officer of Omnicell, Inc., reports the acquisition and disposal of company stock related to the vesting of performance-based restricted stock units.

Summary

• On March 8, 2025, Corey J. Manley, an executive at Omnicell, Inc., reported transactions involving the company's common stock.
• These transactions are related to the vesting of performance-based restricted stock units (RSUs) that were granted on February 27, 2024.
• The vesting was contingent upon Omnicell meeting certain stock performance objectives compared to the S&P 1000 Healthcare Index.
• The Compensation Committee determined that the performance criteria were met, resulting in the vesting of 56,268 performance-based restricted stock units (176% of target).
• 25% of these RSUs vested immediately on the determination date, and the remaining units will vest in equal quarterly increments over a three-year period.
• Manley also disposed of 4,697 shares to cover taxes due in connection with the vesting of the RSUs at a price of $36.99.
• Following these transactions, Manley beneficially owns 97,907 shares of Omnicell common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of RSUs indicates that the company met its performance targets, which is a positive sign. However, the sale of shares to cover taxes is a routine transaction and doesn't necessarily reflect a change in sentiment.

Positives

• The vesting of performance-based RSUs indicates that Omnicell met its stock performance objectives compared to the S&P 1000 Healthcare Index.
• The executive's continued holding of a significant number of shares (97,907) suggests confidence in the company's future performance.

Future Outlook

The remaining performance-based restricted stock units will vest in equal quarterly increments once every three months over a three-year period (on each May 15, August 15, November 15, and February 15, respectively).

Management Comments

• The Compensation Committee determined the performance criteria was met with respect to 56,268 performance-based restricted stock units (176% of target) of which 25% vested upon the determination date.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common in publicly traded companies. The vesting of RSUs tied to the S&P 1000 Healthcare Index reflects a performance-based compensation strategy aimed at aligning executive incentives with shareholder value.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies, particularly in the healthcare sector.
• Companies like Medtronic, Johnson & Johnson, and Abbott Laboratories also utilize similar performance metrics tied to industry indices for executive compensation.
• The vesting schedule of the RSUs (25% initially, then quarterly over three years) is a fairly standard approach to incentivize long-term performance and retention.

Stakeholder Impact

• The vesting of performance-based RSUs aligns executive interests with shareholder value, potentially benefiting shareholders.
• The tax-related sale of shares has a minimal impact on the overall market.

Key Dates