Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Owens & Minor, Inc. (the "Company") announced today that Christopher Lowery,
President, Global Products will leave the Company effective March 31, 2022 by
mutual agreement. During his remaining employment with the Company, Mr. Lowery
will report to the Company's Chief Executive Officer and assist with the
transition of his leadership duties as part of this planned transition. Jeffrey
Jochims, the Company's Chief Operating Officer, will assume Mr. Lowery's duties
and responsibilities.
In connection with his separation of employment, the Company and Mr. Lowery have
entered into a separation and release agreement dated January 10, 2022 (the
"Separation Agreement"). Pursuant to the Separation Agreement, the Company will
pay Mr. Lowery the benefits entitled to him under the Company's Executive
Severance Policy, which includes (i) a lump-sum payment equal to 1.5 multiplied
by the sum of his current base salary of $590,000 plus his average annual target
bonus for the last three years, (ii) a lump-sum of $17,088 to cover 18 months of
COBRA health insurance benefit premiums, and (iii) a lump-sum of $15,250 for
outplacement services and tax and financial advisory services. Under the
Separation Agreement, Mr. Lowery has provided customary broad form releases,
confidentiality, noncompetition and non-solicitation restrictive covenants to
the Company in connection with his separation. Additionally, in connection with
his separation, outstanding but unvested restricted stock held by Mr. Lowery
shall vest pro rata as of March 31, 2022 pursuant to the terms of applicable
Restricted Stock Agreement and/or Performance Share Award Agreement.
Additionally, Mr. Lowery shall continue to be eligible for his annual cash bonus
for 2021 which will be determined and paid in March 2022.
The foregoing descriptions of the Separation Agreement, the Severance Policy and
applicable equity awards are only summaries and are qualified in their entirety
by the full text of the Separation Agreement, a copy of which will be filed with
the Company's Annual Report on Form 10-K for the year ended December 31, 2021,
the Owens & Minor, Inc. Officer Severance Policy dated May 7, 2018 filed as
Exhibit 10.4 to the Current Report on Form 8-K dated May 9, 2018, the form of
Owens & Minor, Inc. Restricted Stock Agreement filed as Exhibit 10.1 to the
Current Report on Form 8-K dated March 1, 2019, and the form of Owens & Minor,
Inc. Performance Share Award Agreement filed as Exhibit 10.2 to the Current
Report on Form 8-K dated May 1, 2020, respectively.
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