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Nnamdi Njoku appointed President of Omnicell (OMCL) while Randall Lipps remains CEO

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(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Omnicell, Inc. announced that its Board appointed Nnamdi Njoku as President of the Company, effective July 1, 2026, while he continues as Chief Operating Officer. Randall A. Lipps stepped down from the President role but remains Chief Executive Officer and Chairman of the Board with no compensation changes.

Njoku will lead Omnicell’s long-term growth strategy and innovation roadmap, focusing on scaling global operations and advancing initiatives such as the Omnicell Titan XT automated dispensing system and the cloud-native OmniSphere platform. To support his expanded role, the Compensation Committee approved a one-time equity award of restricted stock units with a target grant date value of approximately $500,000, vesting over three years, while his 2026 base salary remains $661,000 with a target cash bonus equal to 100% of salary.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity award value $500,000 RSUs One-time restricted stock unit award target grant date value
Base salary $661,000 per year Nnamdi Njoku’s 2026 annual base salary as President and COO
Target cash bonus 100% of base salary Njoku’s 2026 target cash bonus relative to salary
Neuromodulation business size approximately $2 billion Size of Medtronic Neuromodulation Operating Unit previously led by Njoku
RSU vesting schedule 1/3, 1/3, 1/3 over 3 years One-third after one year, remaining equally on years two and three
restricted stock units financial
"a one-time equity award ... in the form of restricted stock units, one-third (1/3) of which will vest"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Executive Severance Plan financial
"Mr. Njoku will remain eligible to participate in the Company’s Executive Severance Plan"
forward-looking statements regulatory
"these statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
neuromodulation medical
"the Neuromodulation Operating Unit, an approximately $2 billion business focused on harnessing the power of neuromodulation"
Neuromodulation is the use of devices or targeted treatments to change how nerves or brain circuits send signals, much like adjusting the volume or tuning on an audio system to alter what you hear. For investors, it matters because these therapies can treat chronic conditions (pain, movement disorders, depression) where existing medicines fall short, creating potential markets, regulatory milestones, and durable revenue streams if technologies prove safe and effective.
autonomous medication management technical
"a leading healthcare technology provider focused on empowering autonomous medication management"
Autonomous medication management is a technology-driven system that selects, schedules, dispenses and monitors patients’ medicines with minimal human intervention, using software, sensors and automation much like a smart assistant or automated pharmacist. It matters to investors because it can cut costs, reduce dosing errors, improve patient adherence and create recurring revenue or service opportunities for healthcare providers and device makers, while also facing regulatory and implementation risks.
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Learn about SEC filing dates
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 30, 2026

 

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-33043   94-3166458
(State or other jurisdiction of
incorporation)
 

(Commission File Number)

 

(IRS Employer Identification Number)

 

4220 North Freeway

Fort Worth, TX 76137

(Address of principal executive offices, including zip code)

 

(877) 415-9990

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  Trading Symbol  Name of each exchange on which registered
Common Stock, $0.001 par value  OMCL  NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 30, 2026, the Board of Directors (“Board”) of Omnicell, Inc. (“Omnicell” or the “Company”) appointed Mr. Nnamdi Njoku to serve as President of the Company, effective July 1, 2026. Mr. Njoku will retain his role of Chief Operating Officer of the Company. A press release announcing the appointment and promotion of Mr. Njoku as President of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In his role as President and Chief Operating Officer, Mr. Njoku will shape and advance Omnicell’s long-term growth strategy and innovation roadmap, focused on scaling global operations while seeking to ensure seamless operational execution and excellence across product, innovation, and customer experience. In connection with Mr. Njoku’s promotion, the Company’s President, Chief Executive Officer and Chairman of the Board, Randall A. Lipps, stepped down from his role as President of the Company. Mr. Lipps will continue to serve as Chief Executive Officer and Chairman of the Board, and there will be no compensation changes in connection with Mr. Lipps’ transitioning President duties to Mr. Njoku. Mr. Njoku will continue to report to Mr. Lipps.

 

Before being appointed as President and Chief Operating Officer of Omnicell, Mr. Njoku, age 49, served as Executive Vice President and Chief Operating Officer of the Company from October 2024 until June 2026. Prior to joining Omnicell, Mr. Njoku served as President – Sports Medicine, Surgical, Upper Extremities and Restorative Therapies of Zimmer Biomet Holdings, Inc., a global medical technology leader, from March 2023 to September 2024. From April 2022 to March 2023, Mr. Njoku served as Senior Vice President & President – Neuromodulation at Medtronic, Inc., a subsidiary of Medtronic plc, a leading global healthcare technology company (“Medtronic”). Prior to that, he served as President – Mechanical Circulatory Support from August 2019 to March 2022, as Vice President & General Manager – Transformative Solutions from February 2018 to August 2019 and as Vice President, Surgical Synergy from September 2017 to October 2018 at Medtronic. From August 2005 to August 2017, Mr. Njoku held executive operational roles of increasing responsibility at Medtronic. Prior to Medtronic, Mr. Njoku served in operational roles of increasing responsibility at UnitedHealth Group and Deloitte Consulting. Mr. Njoku received a Bachelor of Arts degree in business administration from the University of St. Thomas and an MBA from Cornell University.

 

There are no arrangements or understandings between Mr. Njoku and any other persons pursuant to which he was appointed as President. There are no family relationships between Mr. Njoku and any director or executive officer of the Company, and Mr. Njoku has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In connection with his appointment and promotion to President and Chief Operating Officer, the Compensation Committee of the Board approved a one-time equity award, subject to the terms and conditions of the Company's 2009 Equity Incentive Plan and applicable award agreement, for Mr. Njoku with a target grant date value of approximately $500,000 in the form of restricted stock units, one-third (1/3) of which will vest following the one-year anniversary of the grant date and the remaining two-thirds (2/3) will vest in equal amounts on the two- and three-year anniversaries of the grant date, respectively. In his role as President and Chief Operating Officer of the Company, Mr. Njoku’s annual base salary for 2026 is unchanged and remains $661,000 per annum and his target cash bonus for 2026 remains 100% of his annual base salary.

 

Mr. Njoku will remain eligible to participate in the Company’s Executive Bonus Plan, Executive Severance Plan and other compensation and benefit arrangements applicable to similarly situated executive officers, including certain perquisites and indemnification protections. Descriptions of the material terms of such arrangements are incorporated herein by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2026 (the “Definitive Proxy Statement”), as may be applicable. The foregoing descriptions are qualified in their entirety by reference to the Definitive Proxy Statement.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

  Description of Document
99.1   Press Release entitled “Nnamdi Njoku Appointed President of Omnicell” dated July 1, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  OMNICELL, INC.
   
  /s/ Corey J. Manley
Date: July 1, 2026 Corey J. Manley
  Executive Vice President and Chief Legal and Administrative Officer

 

 

 

 

Exhibit 99.1

 

 

Contact:

Betsy Martinelli

Director, Corporate Marketing

betsy.martinelli@omnicell.com

 

Nnamdi Njoku Appointed President of Omnicell

 

Njoku continues to lead global operations and advance Omnicell's innovation and AI platform strategy; Randall Lipps continues to serve as Chief Executive Officer and Chairman of the Board

 

Fort Worth, Texas – July 1, 2026 – Omnicell, Inc. (NASDAQ:OMCL) (“Omnicell” or the “Company”), a leading healthcare technology provider focused on empowering autonomous medication management, today announced that Nnamdi Njoku has been appointed President of the Company, effective July 1, 2026. Mr. Njoku will retain his role of Chief Operating Officer (COO), while Randall Lipps will continue to serve as Chief Executive Officer and Chairman of the Board, with a continued focus on strategic collaborations and the long-term evolution of Omnicell's solution portfolio.

 

As President and COO, Mr. Njoku will shape and advance Omnicell’s long-term growth strategy and innovation roadmap, focused on scaling global operations while seeking to ensure seamless operational execution and excellence across product, innovation, and customer experience. In this role, he will also continue to drive key business initiatives including the launch of the Omnicell Titan XT automated dispensing system and expansion of the cloud-native OmniSphere platform.

 

“Since joining Omnicell in 2024, Nnamdi has made a significant strategic impact on the Company, working to strengthen our operational foundation, shape our strategic direction and organizational design, and build strong relationships with our customers and the investment community,” said Mr. Lipps. “Nnamdi is a proven leader who brings clarity, discipline, and precision to our efforts to scale our business and accelerate momentum for our strategy. This appointment reflects a natural evolution of our leadership structure and allows me to be laser-focused on strategic customer and industry relationships, the evolution of our solution offerings, and our long-term vision.”

 

Prior to joining Omnicell, Mr. Njoku served more than 18 years in various executive leadership roles at Medtronic plc, including serving as Senior Vice President and President for the Neuromodulation Operating Unit, an approximately $2 billion business focused on harnessing the power of neuromodulation to treat conditions like pain and movement disorders. Throughout his career, Mr. Njoku has held operational roles of increasing responsibility, including at Zimmer Biomet Holdings, Inc., Medtronic, plc, UnitedHealth Group and Deloitte Consulting.

 

 

 

 

“As care delivery grows more distributed and complex, and financial and operational pressures intensify, we believe healthcare leaders need a trusted partner focused on delivering the innovation and intelligence that drives real outcomes,” said Mr. Njoku. “I’m excited to lead Omnicell through our next planned phase of growth as we strive to scale the business and execute on our strategy to transform our customers’ clinical and operational performance.”

 

Mr. Njoku holds a Master of Business Administration from Cornell University and a Bachelor of Arts degree in Business Administration from the University of St. Thomas. He is a Fellow of the fourth class of Aspen Institute’s Health Innovators Fellowship and a member of the Aspen Global Leadership Network, recognitions that focus on advancing leadership in health innovation.

 

About Omnicell

 

Since 1992, Omnicell has been committed to delivering innovative, outcomes-centric pharmacy and nursing solutions for all settings of care. As an intelligent medication management technology company, Omnicell empowers autonomous medication management by unifying automation and AI-enabled intelligence, optimized by expert services, to drive clinical and business outcomes that improve efficiency and enhance patient safety for healthcare facilities worldwide. Learn more at omnicell.com.

 

Forward-Looking Statements

 

To the extent any statements contained in this press release deal with information that is not historical, these statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, statements including the words “expect,” “intend,” “may,” “will,” “should,” “would,” “could,” “plan,” “potential,” “anticipate,” “believe,” “forecast,” “guidance,” “outlook,” “goals,” “target,” “estimate,” “seek,” “predict,” “project,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to the occurrence of many events outside Omnicell’s control. Such statements include, but are not limited to, Omnicell’s ability to deliver innovation and intelligence that drives real outcomes, scale our business, and execute our strategy, as well as other statements about Omnicell’s strategy, plans, objectives, promise, purpose and guiding principles, and goals. Actual results and other events may differ significantly from those contemplated by forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, (i) unfavorable general economic and market conditions, including the impact and duration of inflationary pressures, (ii) Omnicell’s ability to recruit and retain skilled and motivated personnel, (iii) risks related to Omnicell’s investments in new business strategies or initiatives, including its transition to selling more products and services on a subscription basis, and its ability to acquire companies, businesses, or technologies and successfully integrate such acquisitions, (iv) Omnicell’s ability to take advantage of growth opportunities and develop and commercialize new solutions and enhance existing solutions, and (v) other risks and uncertainties further described in the “Risk Factors” section of Omnicell’s most recent Annual Report on Form 10-K, as well as in Omnicell’s other reports filed with or furnished to the United States Securities and Exchange Commission (“SEC”), available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this press release speak only as of the date of this press release. Omnicell assumes no obligation to update any such statements publicly, or to update the reasons actual results could differ materially from those expressed or implied in any forward-looking statements, whether as a result of changed circumstances, new information, future events, or otherwise, except as required by law.

 

 

 

 

FAQ

What executive leadership change did Omnicell (OMCL) announce on July 1, 2026?

Omnicell appointed Nnamdi Njoku as President, effective July 1, 2026, while he continues as Chief Operating Officer. Randall A. Lipps remains Chief Executive Officer and Chairman of the Board, focusing on strategic collaborations and Omnicell’s long-term solution portfolio.

What is Nnamdi Njoku’s compensation in his new role at Omnicell (OMCL)?

In 2026, Nnamdi Njoku’s annual base salary remains $661,000 with a target cash bonus equal to 100% of salary. He also received a one-time restricted stock unit award with a target grant date value of approximately $500,000, vesting over three years.

How will Nnamdi Njoku’s responsibilities change as President and COO of Omnicell (OMCL)?

As President and COO, Njoku will shape Omnicell’s long-term growth strategy and innovation roadmap. He will focus on scaling global operations, driving product and AI platform innovation, and leading initiatives like the Omnicell Titan XT system and OmniSphere platform expansion.

Does Randall A. Lipps remain in a leadership role at Omnicell (OMCL)?

Yes. Randall A. Lipps stepped down as President but continues as Chief Executive Officer and Chairman of the Board. He will concentrate on strategic customer and industry relationships, the evolution of Omnicell’s solution offerings, and the company’s long-term vision and strategy.

What equity award did Omnicell (OMCL) grant to Nnamdi Njoku with his promotion?

Omnicell approved a one-time equity award for Njoku with a target grant date value of about $500,000 in restricted stock units. One-third vests after one year, and the remaining two-thirds vest in equal portions on the second and third anniversaries of the grant date.

What prior experience does Nnamdi Njoku bring to his role at Omnicell (OMCL)?

Njoku previously held senior roles at Medtronic and Zimmer Biomet, including leading Medtronic’s Neuromodulation Operating Unit, an approximately $2 billion business. He has over 18 years of executive leadership experience in healthcare technology and operational roles at multiple large organizations.

Filing Exhibits & Attachments

4 documents