Option Care Health Inc
For the period ended May 14, 2025. Filed Apr 2, 2025.
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May 14, 2025 · Filed Apr 2, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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OPTION CARE HEALTH, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Message From Our
President and
Chief Executive Officer
Fellow Stockholders,
In 2024, Option Care Health continued to set a high standard in providing patient care in the home and alternate site infusion industry. Together, our team of more than 8,000 dedicated members—approximately 5,000 of whom are clinicians—served over 285,000 unique patients and their families across a wide range of conditions and therapies. By meeting patients at a care site where they feel most comfortable, we can deliver greater value to them as well as to our stakeholders, including health systems, payers, patients, biopharmaceutical companies, and our stockholders.
2024 Highlights
While supporting our patients and their families, we stayed at the forefront of the industry and advanced our strategic priorities and initiatives. Our accomplishments in 2024 included:
| • | Expanding our infusion suite and advanced practitioner footprint to over 170 centers and over 700 chairs nationwide. |
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| • | Investing in state-of-the-art pharmacy facilities to help ensure broad access to infused and injectable therapies with high integrity in aseptic compounding and clinical oversight, including opening new pharmacies in New York City and Tampa, Florida. |
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| • | Leveraging data analytics, process automation, machine learning, and artificial intelligence to help streamline operations, reduce waste, accelerate cash collections, and enhance value for our stakeholders. |
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| • | Continuing to invest in collaboration opportunities with biopharmaceutical companies through our clinical expertise and robust national platform. |
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We made significant investments in our people, recognizing the importance of recruiting, retaining, and developing talent while enhancing leadership skills and expertise. This focus helped us earn the Gallup® Exceptional Workplace Award and Military Friendly® Employer designation for the second consecutive year.
Thanks to the tremendous efforts of our team members, 2024 ended with strong financial performance. We increased net revenue by more than 16%, and our Adjusted EBITDA by more than 4% during 2024. Our adjusted diluted earnings per share of $1.58 was up over 10% compared to $1.43 in full year 2023.1 During the year, we also deployed $250 million towards share repurchases while continuing to strengthen our balance sheet, ending the year with over $410 million of cash and reducing our net debt leverage ratio to 1.6x.2 As a fellow stockholder, I am committed to continuing to allocate capital in ways that we believe benefit all stockholders, whether through mergers and acquisitions, share repurchases, or other strategies. We remain focused on delivering long-term, sustainable returns.
| 1 | Adjusted EBITDA and adjusted diluted earnings per share are non-GAAP financial measures. Please refer to the reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures in Appendix A of this Proxy Statement. |
| 2 | Net debt leverage ratio is a non-GAAP financial measure. Please refer to the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure in Appendix A of this Proxy Statement. |
2025 Proxy Statement
Stockholder Engagement and Response
The independent directors and I always value feedback from our stockholders, including in our say-on-pay vote at our 2024 annual meeting. As we typically do throughout the year, members of our Board engaged with our stockholders to better understand their perspectives about our company. Since the 2024 annual meeting, we have held discussions with investors holding approximately 35% of our common stock regarding our executive compensation and corporate governance framework, among other topics. As described further in our proxy statement, we have also taken steps to address specific concerns raised about our executive compensation during these discussions, particularly regarding one-time awards. Rest assured, your input has been, and will continue to be, a driving force in our decision-making process.
Governance Enhancements
As part of our commitment to enhancing stockholder rights and fostering a more responsive corporate governance structure, we are proposing an amendment to our corporate charter to grant stockholders holding at least 25% of our voting power the right to call special meetings. We believe this amendment further strengthens our governance framework and aligns us with the practices of leading companies.
Board Refreshment
In 2024, we welcomed three new directors to the Board – Barbara W. Bodem, Norman L. Wright, and Eric K. Brandt. They each bring valuable expertise in finance, healthcare, corporate strategy, and governance, strengthening our Board’s ability to guide the company’s long-term success. Barbara, Norman, and Eric have already made meaningful contributions, and we are pleased to have them on our Board.
After nearly six years of service, John J. Arlotta left our board in September 2024. We thank him for his service and appreciate the expertise and commitment he brought to Option Care Health.
We feel confident that our board refreshment efforts have strengthened our Board, with five of our eleven director nominees joining since 2022. We continue to evaluate the skills and experience of our Board to ensure it aligns with the company’s long-term strategy. We believe ongoing board refreshment is valuable, and we remain committed to considering future needs for new expertise or leadership. Engaging with stockholders will continue to be a key part of this process as we move forward.
I remain proud of the strength of our position and am excited about the opportunities that are ahead of us. We are in such a privileged position to execute on our strategic imperatives and ultimately help change lives for the better and make an even greater impact. Thank you for your continued support of Option Care Health.
Best regards,
John C. Rademacher
Director, President and Chief Executive Officer
2025 Proxy Statement
Notice of 2025 Annual
Meeting of Stockholders
Items of Business
To elect the eleven (11) director nominees named in this proxy statement for a term expiring at our 2026 Annual Meeting of Stockholders.
To ratify the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025.
To approve, on an advisory basis, our named executive officer compensation.
To approve an amendment to our Amended and Restated Certificate of Incorporation to provide certain stockholders the right to request special meetings of stockholders.
To approve an amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law.
To approve an amendment to our Amended and Restated Certificate of Incorporation to eliminate legacy provisions relating to HC Group.
To consider any other business as may properly come before the meeting and any postponements or adjournments thereof.
Your vote is important.
Regardless of whether you plan to attend the annual meeting, please vote at your earliest convenience by following the instructions provided in the Notice of Internet Availability of Proxy Materials or on the proxy card sent to you by mail. For additional details, please refer to the “General Information About the Annual Meeting” section in the accompanying proxy statement.
Sincerely,
Collin G. Smyser
General Counsel and Corporate Secretary
Bannockburn, Illinois
April 2, 2025
Important Notice Regarding the Availability of Proxy Materials for the
2025 Annual Meeting of Stockholders to be Held on May 14, 2025
The Notice of Meeting, Proxy Statement and Annual Report on Form 10-K are available free of charge atproxyvote.com orinvestors.optioncarehealth.com.
| Time: 3:00 p.m. CDT | |
| Who Can Vote: Stockholders of record at the close of business on March 18, 2025 |
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