Option Care Health Inc
For the period ended May 14, 2025. Filed Apr 2, 2025.
View on SEC.govAbout this filing
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 14, 2025 · Filed Apr 2, 2025
Contents
Proxy Statement Summary
Proxy Statement
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 the Company’s performance in the fiscal year ended December 31, 2024, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 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
| 1 | Election of Eleven (11) Directors | FOR each nominee |
| 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR |
| 3 | Advisory Vote to Approve Executive Compensation | FOR |
| 4 | Amendment of the Amended and Restated Certificate of Incorporation to Provide Certain Stockholders the Right to Request Special Meetings | FOR |
| 5 | Amendment of the Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation | FOR |
| 6 | Amendment of the Amended and Restated Certificate of Incorporation to Remove Legacy Provisions Relating to HC Group | FOR |
| 2025 Proxy Statement | 1 |
|---|
Proxy Statement Summary
Our 2024 Financial Highlights(1) (approximate)
| $4.99 Billion Net Revenue Growth of 16.2% over FY23 | $443.8 Million Adjusted EBITDA Growth of 4.4% over FY23 | $1.58 Adjusted EPS Up 10.5% over FY23 | 1.6x 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 2023 and 2024. 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 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 |
|---|---|---|---|---|---|---|---|---|---|
| Elizabeth Q. Betten | 44 | 6 | Yes | 0 | Chair | Member | |||
| Elizabeth D. Bierbower | 66 | 3 | Yes | 0 | Member | Member | |||
| Barbara W. Bodem | 57 | 1 | Yes | 2 | Member | Member | |||
| Eric K. Brandt | 62 | 1 | Yes | 3 | Member | Member | |||
| Natasha Deckmann, M.D. | 48 | 3 | Yes | 0 | Member | Member | Chair | ||
| David W. Golding | 63 | 10 | Yes | 0 | Member | ||||
| Harry M. Jansen Kramer, Jr. | 70 | 6 | Yes | 1 | Member | Chair | |||
| R. Carter Pate | 70 | 10 | Yes | 1 | Chair | Member | |||
| John C. Rademacher | 58 | 6 | No | 0 | |||||
| Timothy P. Sullivan | 67 | 6 | Yes | 0 | Member | ||||
| Norman L. Wright | 60 | 1 | Yes | 1 | Chair | 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.
| 2025 Proxy Statement | 2 |
|---|
Proxy Statement Summary
The following shows information relating to the age, tenure, and diversity of our eleven director nominees.
Our Corporate Governance Highlights
We continue to evolve our Board and our corporate governance practices. Some of our most recent changes have been influenced by the valuable feedback we have received from our stockholders and other stakeholders who provide important external viewpoints that help inform our decisions. 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 eleven nominees for election at the Annual Meeting 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 without members of management present. |
| 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 at least three years may nominate up to 20% of the Board. |
| Stockholder-Called Special Meetings | We are proposing a charter amendment to provide stockholders holding at least 25% of our voting power (with certain stockholders holding their shares continuously for at least 1 year) to call a special meeting of stockholders. |
| No Stockholder Rights Plan | We do not have a stockholder rights plan (poison pill) in effect. |
| 2025 Proxy Statement | 3 |
|---|
Proxy Statement Summary
Our Compensation Highlights
2024 Stockholder Engagement and Response
At our 2024 annual meeting of stockholders, our say-on-pay vote was approved by 50.6% of the votes cast. We conducted an engagement campaign to stockholders who collectively owned approximately 61% of our outstanding shares and met stockholders representing approximately 35% of our outstanding shares. The Chair of the Compensation Committee participated in several of these meetings, including all meetings where stockholders specifically asked for his presence.
The table below provides a summary of the areas of concern raised by stockholders and the actions the Compensation Committee has taken in response.
| Feedback We Heard | How We Responded |
| • We believe the primary reason for the votes against the say-on-pay proposal in 2024 was the one-time supplemental equity grants given to certain NEOs in 2023, along with one-time cash awards made to certain NEOs in 2023 related to a proposed strategic transaction that was subsequently terminated. • Stockholders expressed a strong preference for executive compensation to be managed solely within existing programs absent extraordinary circumstances. • Where special situations require the use of one-time awards, stockholders expressed a preference that those awards be based on performance rather than time-based. | • The Compensation Committee agrees that our regular, ongoing executive compensation program should be the primary way we incentivize and retain our executives. • The Compensation Committee did not grant any one-time awards to NEOs in 2024. • The Compensation Committee agrees that one-time awards should be limited in nature, such as in the cases of new hires, promotions, or in the event of extraordinary and unforeseen events, and should be accompanied by clear disclosure of the rationale for such grants. |
| • Stockholders expressed a preference for us to extend the performance period underlying our performance stock unit (“PSU”) awards from two years (with a third year of time-based vesting) to at least three years. | • Starting in 2024, our PSU awards have a three-year performance period, which matches the time-based vesting period. The Compensation Committee currently expects that future PSU awards will follow a similar structure. |
| • Stockholders generally supported including an individual performance modifier in our annual cash incentive program, but they asked for more detailed information about these metrics so they can better evaluate the metrics’ rigor. • Stockholders also requested that we consider the weight of the individual performance component in relation to the weight of our company-wide performance components. | • We have included additional disclosure of these performance metrics and goals, including the company-wide financial results target that provides the initial funding for the annual cash incentive program. See “2024 NEO Compensation—Annual Cash Incentive Program—Annual Cash Incentive Award Payments” below for more information. • For 2024, the Compensation Committee has reduced the weight of the individual performance component in our annual cash incentive program from 30% to 20%. • The Compensation Committee will continue to review and assess the size of the individual performance component as part of its ongoing evaluation of our executive compensation program, considering business conditions, market practices, and stockholder feedback. |
| 2025 Proxy Statement | 4 |
|---|
Proxy Statement Summary
Compensation Best Practices
| What We Do | |
| Tie approximately 88% 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 link between NEO compensation and our short-term and long-term financial performance. As such, we believe annual bonuses and long-term incentive compensation for our NEOs should be “at risk” or based upon our performance, the satisfactory achievement of meaningful financial and other performance-related goals and objectives and/or stock price. Our executive compensation program is designed to align these objectives with stockholder value creation.
CEO
2024 Total Compensation at Target Pay Mix
NEOs (Avg. excluding CEO)
2024 Total Compensation at Target Pay Mix
| 2025 Proxy Statement | 5 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.