Option Care Health, Inc.
For the period ended May 20, 2026. Filed Apr 8, 2026.
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 20, 2026 · Filed Apr 8, 2026
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, 2025, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 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 Nine (9) Directors | FOR each nominee |
| 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR |
| 3 | Advisory Vote to Approve Executive Compensation | FOR |
Our 2025 Financial Highlights(1) (approximate)
| $5.65 Billion Net Revenue Growth of 13% over FY24 | $471.3 Million Adjusted EBITDA Growth of 6.2% over FY24 | $1.72 Adjusted EPS Growth of 8.9% over FY24 | 2.0x Net Debt Leverage RatioAs of December 31, 2025 |
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| (1) | Contained above, and elsewhere in this Proxy Statement, are certain non-GAAP measures of our financial performance for fiscal years 2024 and 2025. Please refer to the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure in Appendix A of this Proxy Statement. |
| 2026 Proxy Statement | 1 |
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Proxy Statement Summary
2026 Director Nominees
| Name | Age | Years on the Board | Independent | # of Other U.S. Public Company Boards | Audit and Finance Committee | Compensation Committee | Nominating and Corporate Governance Committee | Quality, Technology and Compliance Committee |
|---|---|---|---|---|---|---|---|---|
| Elizabeth D. Bierbower | 67 | 4 | Yes | 1 | Member | Member | ||
| Barbara W. Bodem | 58 | 2 | Yes | 2 | Member | Member | ||
| Eric K. Brandt | 63 | 2 | Yes | 3 | Member | Member | ||
| Natasha Deckmann, M.D. | 49 | 4 | Yes | 0 | Member | Chair | ||
| Harry M. Jansen Kraemer, Jr. | 71 | 7 | Yes | 1 | Member | Chair | ||
| R. Carter Pate | 71 | 11 | Yes | 1 | Chair | |||
| John C. Rademacher | 59 | 7 | No | 0 | ||||
| Timothy P. Sullivan | 68 | 7 | Yes | 0 | Member | |||
| Norman L. Wright | 61 | 2 | Yes | 1 | Chair | Member | ||
Board Characteristics
Our Corporate Governance Highlights
We continue to evolve our Board and our corporate governance practices. We value feedback received from engagement with 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 nine nominees for election at the Annual Meeting joined the Board since 2022. |
| Overboarding Restrictions | Our Corporate Governance Guidelines include limits on the number of other for-profit boards our directors are eligible to serve on. |
| 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 | Stockholders holding at least 25% of our voting power (with certain stockholders holding their shares continuously for at least 1 year) can call a special meeting of stockholders. |
| 2026 Proxy Statement | 2 |
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Proxy Statement Summary
Our Compensation 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
2025 Total Compensation at Target Pay Mix
NEOs (Avg. excluding CEO)
2025 Total Compensation at Target Pay Mix
| 2026 Proxy Statement | 3 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.