Option Care Health Inc

About this filing

Proxy Statement Summary

For the period ended May 15, 2024. Filed Apr 3, 2024.

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2024 · Filed Apr 3, 2024

OPCH$31.65+0.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Election of Twelve (12) Directors

FOR each nominee

Ratification of Appointment of Independent Registered Public Accounting Firm

Advisory Vote to Approve Executive Compensation

Approval of Amended and Restated 2018 Equity Incentive Plan

Proxy

Summary

This summary highlights certain information contained in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding our performance in the fiscal year ended December 31, 2023, please review our Annual Report on Form 10-K for the year ended December 31, 2023 that accompanied this Proxy Statement.

Ways to Vote

PHONE In order to do so, please follow the instructions shown on your Notice or Proxy Card.

INTERNET In order to do so, please follow the instructions shown on your Notice or Proxy Card.

MAIL Sign, date and return proxy card in the envelope provided.

Items of Business and Board Voting Recommendation

Our 2023 Financial Highlights 1 (approximate)

$4.3b Net Revenue Growth of 9.1% over FY22			$981.2m Gross Profit Growth of 13.2% over FY22			$425.2m Adjusted EBITDA Growth of 24.0% over FY22			1.8x Net Debt Leverage Ratio

(1)	Contained above, and elsewhere in this Proxy Statement, are certain non-GAAP measures of our financial performance for fiscal years 2022 and 2023. Please refer to the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure in Appendix A of this Proxy Statement.

2024 Proxy Statement			1

Proxy Summary

2024 Director Nominees

Name	Age	Years on the Board	Independent	# of Other U.S. Public Company Boards	Audit Committee	Compensation Committee	Finance andInvestmentCommittee	Nominating and Corporate Governance Committee	Quality andComplianceCommittee
John J. Arlotta	74	5	Yes	0		Member			Member
Elizabeth Q. Betten	43	5	Yes	0			Chair		Member
Elizabeth D. Bierbower	65	2	Yes	0	Member				Member
Barbara W. Bodem	56	<1	Yes	2	Member			Member
Eric K. Brandt	61	0	Yes	4
Natasha Deckmann, M.D.	47	2	Yes	0			Member	Member	Chair
David W. Golding	62	9	Yes	0		Member
Harry M. Jansen Kramer, Jr.	69	5	Yes	1	Member			Chair
R. Carter Pate	69	9	Yes	1	Chair		Member
John C. Rademacher	57	5	No	0
Timothy P. Sullivan	66	5	Yes	0		Chair
Norman L. Wright	59	<1	Yes	1		Member		Member

Board Characteristics

The Board and the Nominating and Corporate Governance Committee annually evaluate the Board’s effectiveness and needs, and the Nominating and Corporate Governance Committee periodically reviews the mix of skills, composition and expertise on the Board. All of our director nominees have the experience, qualifications, attributes and skills to fit our strategy.

The following shows information relating to the age, tenure, and diversity of our twelve director nominees.

2024 Proxy Statement			2

Proxy Summary

Our Governance Best Practices

The Board believes that a strong corporate governance framework should uphold the principles of effective corporate governance and high ethical standards by guiding principled decision-making and helping ensure proper oversight of our strategy and risk management. Our policies and best practices for good corporate governance include the following:

One Share, One Vote			We have a single class of stock with equal voting rights.
Annual Director Elections			All directors are elected annually for a one-year term.
Director Resignation Policy			Our Corporate Governance Guidelines contain a director resignation policy for uncontested elections of directors.
Separation of CEO and Chair			We have an independent Board Chair who is not our Chief Executive Officer.
Board Composition and Refreshment			The Nominating and Corporate Governance Committee periodically reviews the mix of skills, composition and expertise on the Board. Five of the twelve nominees for election at the Annual Meeting will have joined the Board since 2022.
Stock Ownership Guidelines			We have robust stock ownership guidelines for our directors and executive officers.
Access to Information			The Board has access to our books, records, facilities, and personnel, and directors are encouraged to talk directly with any of our officers or employees.
Overboarding Restrictions			Our Corporate Governance Guidelines include limits on the number of other for-profit boards our directors are eligible to serve on.
Executive Sessions			Each regular quarterly Board meeting includes executive sessions.
Self-Evaluations			The Board and each of its committees conduct annual performance self-evaluations, which are overseen by the independent and non-executive Board Chair and the Nominating and Corporate Governance Committee.
Prohibitions on Hedging and Other Transactions			We have a policy prohibiting short sales, hedging, and pledging of our securities by our directors, officers and employees.
Proxy Access			Up to 20 stockholders owning at least 3% of our outstanding shares continuously for three years may nominate up to 20% of the Board.
No Poison Pill			We do not have a stockholder rights plan (poison pill) in place.

Our Sustainability and ESG Program

We are committed to making a positive difference in the lives of our patients, our team members, and those in our communities, regardless of whether they are direct recipients of our care. Our ESG program is built on these four interconnected pillars:


REDUCING OUR IMPACT ON THE ENVIRONMENT We are committed to minimizing our use of resources and optimizing our operations to protect our planet, against the physical and human health risks of climate change.			CARING FOR OUR PATIENT COMMUNITY We deliver cutting-edge infusion medications, nursing support and seamless transitional care for patients with acute and chronic conditions in their homes and at our infusion suites. Our comprehensive approach reduces barriers to accessing healthcare, while helping our patients gain back control of their lives and improve their long-term health and wellbeing.			EMPOWERING OUR PEOPLE Whether it is providing growth and development opportunities, recognizing accomplishments, or offering a suite of benefits that allow team members to care for themselves and their families, we focus on opportunities to position Option Care Health as an employer of choice.			MANAGING A RESPONSIBLE AND RESILIENT ENTERPRISE Integrated into our Enterprise Risk Management program, we are building a more robust data privacy and security program and upholding our commitment to best practices in corporate governance, compliance and business ethics to promote the long-term interests of our stockholders.

2024 Proxy Statement			3

Proxy Summary

Our Compensation Best Practices

The Compensation Committee has adopted a number of commonly viewed best practices that it believes are consistent with our performance-based compensation philosophy, contributing to the long-term interests of our stockholders.

What We Do
		Tie more than 85% of target CEO compensation to corporate performance and creation of long-term stockholder value
		The Compensation Committee has discretion to adjust any performance-based equity award payouts for certain events to reflect original intent of the awards
		Maintain robust stock ownership requirements, including stock retention provisions
		Dodd-Frank clawback policy plus a policy that allows recovery of compensation in the event of certain acts of misconduct by NEOs and senior management
		Independent compensation consultant
		Annual compensation risk assessment
		Maintain “double-trigger” provisions for all change in control scenarios for the NEOs

What We Don't Do
		No short sales, hedging or pledging of our securities by any NEO
		No excise tax gross-ups in our Executive Severance Plan or for perquisites
		No dividends or dividend equivalents on any equity awards other than restricted stock
		No guaranteed annual salary increases
		No pension or supplemental executive retirement, health, or insurance benefits
		No significant perquisites

Pay-for-Performance Alignment

We believe in a strong connection between compensation for our NEOs and our short-term and long-term financial performance. Consequently, we believe annual bonuses and long-term incentive compensation for our NEOs should be “at risk” or based upon our performance, the successful attainment of meaningful financial and other performance-related goals and objectives, and/or stock price. The design of our executive compensation program aims to align these objectives with creation of stockholder value.

CEO

2023 Total Compensation at Target Pay Mix

Other NEOs (Avg. excluding CEO)

2023 Total Compensation at Target Pay Mix

2024 Proxy Statement			4

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.