DEF 14A of Option Care Health, Inc., Apr 3, 2024

DEF 14A of Option Care Health, Inc.

Filed Apr 3, 2024 · FY20230001140361-24-017579

Open on EDGAR

  1. 2024 Director Nominees

    2024 Director Nominees

  2. 2024 Director Nominees

    | Name | Age | Years on the Board | Independent | # of Other U.S. Public Company Boards | Audit Committee | Compensation Committee | Finance and Investment Committee | Nominating and Corporate Governance Committee | Quality and Compliance Committee | | 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 | |

  3. Election of Directors

    Election of Directors The Board has nominated John J. Arlotta, Elizabeth Q. Betten, Elizabeth D. Bierbower, Barbara W. Bodem, Eric K. Brandt, Natasha Deckmann, M.D., David W. Golding, Harry M. Jansen Kramer, Jr., R. Carter Pate, John C. Rademacher, Timothy P. Sullivan, and Norman L. Wright to be elected to the Board until our next annual meeting of stockholders and until their successors are duly elected and qualified. Ms. Bodem, Mr. Brandt and Mr. Wright are standing for election by stockholders for the first time at the Annual Meeting. Other than Mr. Brandt, all of the nominees currently serve as directors. Each of the twelve director nominees has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. There are no family relationships among our executive officers and directors. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, for the election of the Board’s twelve nominees. In the event that any nominee is unable or unwilling to serve at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the current Board to fill the vacancy. The Board believes that each nominee possesses extensive business experience, education and personal skills that qualify them to serve as effective Board members. The specific experience, qualifications and skills of each nominee are detailed below.

  4. Director Nominee Biographies

    Director Nominee Biographies Presented below is information regarding the twelve director nominees. The details for each nominee include their specific experience, qualifications, attributes and skills that led the Board to conclude they should serve on the Board. The provided information, including the age, principal occupation, public directorships held, and other details about each nominee, is as of March 15, 2024.

  5. Director Nominee Biographies

    | Harry M. Jansen Kramer, Jr. | | | Independent Board Chair Independent Director since: 2019 Age: 69 | Committees: • Audit • Nominating and Corporate Governance (Chair) | | Experience • Executive Partner of MDP, a private equity firm (2005-Present) • Clinical Professor of Management and Strategy at the Kellogg School of Management at Northwestern University (2005-Present) • Chairman (2000-2004), President (1997-2004) and Chief Executive Officer (1999-2004) of Baxter International Inc., a global, publicly-traded manufacturer of diagnostic and other health care-related products (“Baxter”) • Certified Public Accountant | Key Skills and Qualifications • Over 30 years of executive leadership experience, including through his service as chairman, president and chief executive officer of a large international public company • Extensive financial expertise and significant experience with boards of directors of private and public companies, investment decisions, capital allocation activities, and complex transactions acquired through executive roles in large companies as well as through his role at a leading private equity firm • Through his experience at biotechnology and pharmaceutical companies, he brings significant expertise in the healthcare industry and with technology and innovation | | Other U.S. Public Company Boards • Leidos Holdings, Inc. (1997-Present) • DENTSPLY Sirona Inc. (2016-2023) | |

  6. Director Nominee Biographies

    | 2024 Proxy Statement | 22 |

  7. Director Nominee Biographies

    | John J. Arlotta | | | Independent Director since: 2019 Age: 74 | Committees: • Compensation • Quality and Compliance | | Experience • Co-Chairman of Interwell Health, a provider of value-based care for chronic kidney disease (2022-Present) • Chairman, President and Chief Executive Officer of eviCore Healthcare, a healthcare services company and a division of Express Scripts since 2017 (2014-2021) • Executive Chairman of Kindred at Home, a provider of home health and hospice services (2018-2021) • Chief Executive Officer of CoreCare National, a provider of medical benefits management services and pre-merger predecessor to eviCore Healthcare (2012-2014) • Special Healthcare Advisor to General Atlantic, LLC, a private equity firm (2010-2012) • Chairman of Novis Pharmaceuticals, a pharmaceutical distribution company (2008-2012) • Chairman and Chief Executive Officer of Coram, Inc., a provider of home infusion and specialty pharmacy services (2005-2007) • Chairman and Chief Executive Officer of NeighborCare Inc., a provider of pharmaceutical products and services to nursing homes (2003-2005) • Chief Operating Officer of Caremark Rx, a pharmacy benefit manager (1995-2000) | Key Skills and Qualifications • Extensive experience in the healthcare industry, including executive leadership experience, human capital management, risk management, and public company corporate governance experience, due to his service on the boards of directors or as chief executive officer of several healthcare companies • Demonstrated track record of delivering stockholder value, including through his 2017 leadership of the $3.6 billion sale of eviCore Healthcare to Express Scripts | | Other U.S. Public Company Boards • None | |

  8. Director Nominee Biographies

    | 2024 Proxy Statement | 23 |

  9. Director Nominee Biographies

    | Elizabeth Q. Betten | | | Independent Director since: 2019 Age: 43 | Committees: • Finance and Investment (Chair) • Quality and Compliance | | Experience • Managing Director and Co-Head of the Healthcare Team at MDP, a private equity firm (2023-Present); various other positions from 2008-2022, including Managing Director (2017-2022) • Investment Banking Analyst, Health Care Group, J.P. Morgan (2002-2004) • Director of Stanley Manne Children’s Research Institute (2018-Present) and Advanced Personnel Management (2020-Present) | Key Skills and Qualifications • Strong financial acumen and expertise in global capital markets and investment banking, which provides valuable insight in connection with strategic growth opportunities and overseeing our capital allocation practices • Deep health care industry experience obtained through 20 years of focus in the health care sector as well as her current leadership role in the health care group of a leading private equity firm • Completed numerous acquisitions, divestitures, and other transactions designed to create stockholder value through her service on the boards of numerous portfolio companies | | Other U.S. Public Company Boards • None | |

  10. Director Nominee Biographies

    | Elizabeth D. Bierbower | | | Independent Director since: 2022 Age: 65 | Committees: • Audit • Quality and Compliance | | Experience • Chairman and Chief Executive Officer of Friday Health Plans, a health insurance company (2022-2023); Ms. Bierbower worked with the insurance department of each applicable state to transition the operations of Friday Health Plans into receivership • Various leadership roles at Humana, a leading health insurance company, including as Segment President (2018-2020), President of Employer Group Segment (2012-2018); Chief Operating Officer of Specialty Benefits (2008-2012); and Vice President of Product Innovation (2001-2008) | Key Skills and Qualifications • Strategic leadership, operational experience and financial expertise through her more than 30 years of proven executive-level experience in the healthcare industry • Served as segment president of a national health insurance company, chief executive officer of a regional health plan and chief operating officer of the specialty division of a large health insurance company, as well as serves on several boards of directors of privately-held companies | | Other U.S. Public Company Boards • None | |

  11. Director Nominee Biographies

    | 2024 Proxy Statement | 24 |

  12. Director Nominee Biographies

    | Barbara W. Bodem | | | Independent Director since: 2024 Age: 56 | Committees: • Audit • Nominating and Corporate Governance | | Experience • Interim Chief Financial Officer of DENTSPLY Sirona Inc., a publicly-traded manufacturer of professional dental products and technologies (May 2022-October 2022) • Senior Vice President and Chief Financial Officer of Hill-Rom Holdings, Inc., a medical device and technology provider (2018-2021) • Senior Vice President, Finance of Mallinckrodt plc, a global specialty pharmaceutical company (2015-2018) • Vice President, Global Commercial Finance of Hospira, a global pharmaceutical and medical device company (2013-2015) • Positions of increasing responsibility at Eli Lilly & Company, a global pharmaceutical company (1997-2013) | Key Skills and Qualifications • Extensive finance, accounting, and risk management experience, including through her service as a public company chief financial officer • Significant healthcare industry experience gained through her service at numerous large, complex healthcare organizations • Her service on numerous public company boards of directors, including as an audit committee member and chair, provides experience with corporate governance matters, risk management, and management oversight | | Other U.S. Public Company Boards • BioMarin Pharmaceutical Inc. (2023-Present) • Enovis Corporation (2022-Present) • Syneos Health, Inc. (2022-2023) • Turning Point Therapeutics, Inc. (2021-2022) | |

  13. Director Nominee Biographies

    | 2024 Proxy Statement | 25 |

  14. Director Nominee Biographies

    | Eric K. Brandt | | | Director Nominee Age: 61 | | | Experience • Chief Financial Officer of Broadcom Inc., a Fortune 500 technology company (2007-2016) • President and Chief Executive Officer of Avanir Pharmaceuticals, Inc., a pharmaceutical manufacturing company (2005-2007) • Positions of increasing responsibility at Allergan Inc, a publicly-traded pharmaceutical manufacturing company (1999-2005), including as its Chief Financial Officer (2003-2005) • Vice President and Partner, The Boston Consulting Group, Inc. (1989-1999) | Key Skills and Qualifications • Significant business development and corporate strategy experience gained through executive leadership roles, including serving as chief executive officer and chief financial officer at multiple companies in the healthcare industry • Digital and technology experience gained through his leadership of the information technology department at a Fortune 500 technology company • Served in leadership roles on several public company boards, gaining valuable public company governance experience | | Other U.S. Public Company Boards • Gen Digital Inc. (2020-Present) • The Macerich Company (2018-Present) • Sirona Dental Systems and its successor DENTSPLY Sirona Inc. (2004-Present)(1) • Lam Research Corporation (2010-Present) | |

  15. Director Nominee Biographies

    | (1) Mr. Brandt is not standing for re-election at DENTSPLY Sirona Inc. See “—Director Nomination Process—Directors’ Other Board Commitments” above for more information. |

  16. Director Nominee Biographies

    | 2024 Proxy Statement | 26 |

  17. Director Nominee Biographies

    | Natasha Deckmann, M.D. | | | Independent Director since: 2022 Age: 47 | Committees: • Finance and Investment • Nominating and Corporate Governance • Quality and Compliance (Chair) | | Experience • Chief Transformation Officer of Tivity Health, a national provider of health improvement, fitness and social engagement solutions (March 2024-Present) • Chief Operating Officer, Chief Clinical Officer, and Board Member of SecureSeniorConnections, a health care technology and services business (2020-2023) • Chief Executive Officer of CarePoint Health System, a three hospital and two medical group system in New Jersey (2018-2020) • Senior Vice President, Population Health Solutions and Chief Operating Officer, Consumer Solutions Group, Optum, a UnitedHealth Group company (2013-2018). UnitedHealth is one of the world’s largest publicly-traded, global health insurance and service companies • Positions of increasing responsibility at March Inc., a global insurance broker and risk advisor (2006-2012), including as Chief Operating Officer of March International | Key Skills and Qualifications • Extensive executive leadership and operational expertise as well as experience in healthcare technology through her service in executive roles at several healthcare organizations • Payer and provider expertise, clinical oversight, and human capital management skills gained during her tenure at a leading insurance and health service company and at a hospital system • Comprehensive M&A and business development experience through her operational and P&L roles in acquiring and integrating service businesses • Experience in risk management oversight and governance practices through her service on various boards of directors as well as her tenure at a global risk management and insurance broker business | | Other U.S. Public Company Boards • Senior Connect Acquisition Corp. I (2021-2023) | |

  18. Director Nominee Biographies

    | 2024 Proxy Statement | 27 |

  19. Director Nominee Biographies

    | David W. Golding | | | Independent Director since: 2015 Age: 62 | Committees: • Compensation | | Experience • Director and advisor to several private health care companies (2013-2022) • Company Advisor to Twistle, a provider of automated patient communication software (2017-2022) • Positions of increasing responsibility at CVS Health, a leading diversified health solutions company (1987-2011), including as Executive Vice President of Specialty Pharmacy (2005-2011) | Key Skills and Qualifications • Over 35 years of experience in the healthcare industry, particularly in home infusion and specialty pharmacy, and the hospital and retail sectors, as well as executive leadership skills and P&L responsibility through his role as executive vice president within the pharmacy benefit management division of an industry-leading retail pharmacy chain • Early innovator in development of the specialty pharmacy segment while driving significant growth through organic, acquisition and client contract strategies • As a clinical pharmacist, brings unique perspectives on patient care | | Other U.S. Public Company Boards • None | |

  20. Director Nominee Biographies

    | R. Carter Pate | | | Independent Director since: 2015 Age: 69 | Committees: • Audit (Chair) • Finance and Investment | | Experience • Chief Executive Officer, Modivcare Inc., a global holding company whose subsidiaries provide technology-enabled healthcare logistics and other services (2017-2020) • Chief Executive Officer, MV Transportation, Inc., a passenger transportation company (2011-2014) • Global and U.S. Managing Partner, Health Care and Government Services Practice, PricewaterhouseCoopers (1996-2012) | Key Skills and Qualifications • Extensive executive leadership and public company corporate governance experience through his service as chief executive officer of several large public companies • Financial expertise as a former managing partner of an international accounting firm and as a member of public company audit committees • Experience with government relations, public policy and risk management from his tenure at global companies and his service on other boards of directors • Understanding of the home and alternate site infusion industry, including through his service on the board of directors of our predecessor company, BioScrip | | Other U.S. Public Company Boards • Purple Innovation, Inc. (2023-Present) • Red Lion Hotels (2019-2021) • Advanced Emissions Solutions, Inc. (2016-2021) • Teligent, Inc. (2021) | |

  21. Director Nominee Biographies

    | 2024 Proxy Statement | 28 |

  22. Director Nominee Biographies

    | John C. Rademacher | | | President and Chief Executive Officer, Option Care Health Director since: 2019 Age: 57 | | | Experience • President and Chief Executive Officer, Option Care Health (2018-Present) • Chief Operating Officer, Option Care Health (2015-2018) • President, Ambulatory Care (2012-2014) and President, Nuclear & Pharmacy Services (2007-2012) of Cardinal Health, Inc., a publicly-traded multinational health care services company • Senior Vice President of Cigna, a publicly-traded health services company (2001-2007) | Key Skills and Qualifications • As our President and Chief Executive Officer, possesses a wide range of business and leadership skills and a deep experience and familiarity with Option Care Health • Over 20 years of executive leadership experience in the healthcare industry, including the management of nationwide operations, sales, service, and support related to the provision of home and alternate site infusion services | | Other U.S. Public Company Boards • None | |

  23. Director Nominee Biographies

    | Timothy P. Sullivan | | | Director since 2019 Age: 66 | Committees: • Compensation (Chair) | | Experience • Co-President (2022 – Present) and Co-Founder, Managing Director, and Co-Head of Health Care of Madison Dearborn Partners, LLC (1992 –2022) | Key Skills and Qualifications • Significant executive and human capital management experience obtained through his creation and leadership of one of the world’s leading private equity firms • Created significant stockholder value through acquisitions, divestitures and other transactions involving numerous portfolio companies in the healthcare industry • Extensive governance expertise gained through his current and prior service on the boards of several healthcare companies and leading non-profit organizations | | Other U.S. Public Company Boards • None | |

  24. Director Nominee Biographies

    | 2024 Proxy Statement | 29 |

  25. Director Nominee Biographies

    | Norman L. Wright | | | Independent Director since: 2024 Age: 59 | Committees: • Compensation • Nominating and Corporate Governance | | Experience • Positions of increasing responsibility at UnitedHealth, including as EVP, Health Equity Strategy (2022-2023); EVP and Chief Customer Experience Officer (2021-2022); EVP, Chief Marketing and Customer Experience Officer, Optum (2019-2021); and SVP and Chief, Operations (2013-2016) • Served in executive roles at Citigroup Inc., Accenture plc, Home Shopping Network, Inc., Fidelity Investments, and The General Electric Company | Key Skills and Qualifications • Brings more than 35 years of experience as an executive in sales and customer service, operations, marketing, digital, and business consulting supporting a number of industries, including the healthcare industry • Significant experience in human capital management and risk management through his leadership of large, complex organizations, including leading a team of 55,000 team members across five global regions focused on improving quality and service experiences across customer experiences and channels • Has led large equity and community engagement strategies and has developed numerous global strategic plans, which bring value to our ESG and sustainability initiatives and our broader strategic planning efforts | | Other Public Company Boards • First Solar, Inc. (2022-Present) | |

  26. Non-Employee Director Compensation

    Non-Employee Director Compensation Members of the Board who are not our employees (“Non-Employee Directors”) are compensated for their service on the Board. Mr. Rademacher, our President and Chief Executive Officer, does not receive compensation for his service on the Board. The Compensation Committee conducts an annual review of the total compensation of our Non-Employee Directors, examining each component of the program. During this process, the Compensation Committee assesses market data provided by its independent compensation consultant, Pearl Meyer, and presents a recommendation to the Board. After reviewing this recommendation, the Board determines the form and amount of compensation for Non-Employee Directors. For 2023, the Compensation Committee did not recommend, and the Board did not approve, any changes to our Non-Employee Director compensation program from 2022.

  27. 2023 Non-Employee Director Compensation Program

    2023 Non-Employee Director Compensation Program All Non-Employee Directors receive both an annual cash retainer and an annual grant of time-based RSUs for their service on the Board. The below table sets forth the Non-Employee Director compensation program for 2023:

  28. 2023 Non-Employee Director Compensation Program

    | Name | Cash ($) | Value of RSUs ($) | | All Non-Employee Directors | 80,000 | 150,000 | | Board Chair | 100,000 | | | Audit Committee Chair | 22,000 | | | Finance and Investment Committee Chair | 10,000 | | | All Other Board Committee Chairs | 15,000 | | | Audit Committee Member | 11,000 | | | Finance and Investment Committee Member | 5,000 | | | All Other Board Committee Members | 7,500 | |

  29. Cash Retainers

    In 2023, in consultation with Pearl Meyer, we identified an issue regarding the actual payment of the cash retainers payable to Mr. Kraemer, our independent Board Chair, during 2021 and 2022. In both years, Mr. Kraemer was entitled to receive both the $80,000 Board member cash retainer as well as the $100,000 cash retainer for serving as Board Chair. However, Mr. Kraemer only received the $100,000 cash retainer in each of the two years, resulting in an underpayment of $80,000 in each year and a total underpayment of $160,000. In both years, Mr. Kraemer had elected to exchange all of his cash retainer for an RSU award, as permitted under our Non-Employee Director compensation program. Had the additional $80,000 cash retainer been received and exchanged for RSUs in both years, the value of these additional shares would have been approximately $200,000 on the date the error was corrected. Therefore, on March 15, 2023, upon the approval of the Board (excluding Mr. Kraemer) and at the recommendation of the Compensation Committee, we issued a make-whole grant to Mr. Kraemer of 6,933 RSUs to compensate him for the underpayments (rounded down to the nearest thousand dollars) in 2021 and 2022.

  30. Equity-Based Awards

    Equity-Based Awards A significant portion of the compensation for each Non-Employee Director is provided through equity awards. In May 2023, each Non-Employee Director received an RSU award. The number of shares underlying the award was determined by dividing $150,000 by the per-share closing price of our common stock on the grant date, rounded up to the nearest factor of three for equal pro-rata vesting. These equity awards were granted pursuant to our 2018 Equity Incentive Plan (the “EIP”) and vest in equal amounts on each of the first three anniversaries of the grant date. Vesting accelerates in the event of a change in control or termination of service for any reason other than for cause.

  31. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation The table below provides information about the compensation earned in 2023 by Non-Employee Directors who served on the Board during the year. Please see the “2023 Summary Compensation Table” below for the compensation received by Mr. Rademacher as our President and Chief Executive Officer in 2023. Ms. Bodem and Mr. Wright did not join the Board until January 2, 2024 and are therefore excluded from this table.

  32. 2023 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | John J. Arlotta | $95,000 | $150,000 | $245,000 | | Elizabeth Q. Betten | $105,000 | $150,000 | $255,000 | | Elizabeth D. Bierbower | $98,500 | $150,000 | $248,500 | | Natasha Deckmann, M.D. | $100,000 | $150,000 | $250,000 | | David W. Golding | $87,500 | $150,000 | $237,500 | | Harry M. Jansen Kraemer, Jr. | $206,000 | $365,547 | $571,547 | | R. Carter Pate | $107,000 | $150,000 | $257,000 | | Nitin Sahney(3) | $98,500 | $150,000 | $248,500 | | Timothy P. Sullivan | $95,000 | $150,000 | $245,000 |

  33. 2023 Non-Employee Director Compensation

    | (1) Each of the following directors elected to receive his or her annual cash retainers for service on the Board in RSUs in the following amounts: Mr. Arlotta: 3,372 RSUs; Ms. Betten: 1,863 RSUs; Mr. Golding: 3,105 RSUs; Mr. Kraemer: 7,308 RSUs; Mr. Pate: 3,795 RSUs; Mr. Sahney 3,495 RSUs; and Mr. Sullivan: 1,686 RSUs. |

  34. 2023 Non-Employee Director Compensation

    | (2) As discussed above, on May 17, 2023, each then-serving Non-Employee Director received an award of 5,322 RSUs. In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of such award ($150,000), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”). In addition, as noted above, on March 15, 2023, Mr. Kraemer received a make-whole award of 6,933 RSUs for his prior service in 2021 and 2022, reflecting the aggregate grant date fair value of such award (approximating the $200,000 make-whole value) computed in accordance with ASC 718. The grant date fair value of these RSUs is measured based on the closing price of our common stock on the date of grant ($28.19 for the May 2023 grants and $31.09 for Mr. Kraemer’s March 2023 grant). See Note 15—Stock-Based Incentive Compensation found in Part II, Item 8, “Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) for more information. |

  35. 2023 Non-Employee Director Compensation

    | The following stock awards were outstanding as of December 31, 2023: Mr. Arlotta: 18,967 RSUs; Ms. Betten: 18,020 RSUs; Ms. Bierbower: 8,785 RSUs; Dr. Deckmann: 8,785 RSUs; Mr. Golding: 18,387 RSUs; Mr. Kraemer: 31,485 RSUs; Mr. Pate: 19,593 RSUs; Mr. Sahney 19,097 RSUs; and Mr. Sullivan: 17,517 RSUs. These numbers include, where applicable, the annual equity award described in “—Equity-Based Awards” above as well as RSUs earned by directors who have elected to receive their cash compensation in the form of RSUs. |

  36. 2023 Non-Employee Director Compensation

    | (3) Mr. Sahney resigned from the Board effective January 1, 2024. |

  37. 2023 Non-Employee Director Compensation

    | 2024 Proxy Statement | 33 |

  38. Compensation Philosophy and Strategy

    | • | To align our executives’ interests with those of our stockholders, thereby ensuring a focus on long-term value creation; |

  39. Compensation Philosophy and Strategy

    | • | To encourage our successful executives to remain with us for the long-term; and |

  40. Compensation Philosophy and Strategy

    | (1) Excludes the one-time supplemental grants provided to NEOs. See "Compensation Discussion and Analysis–2023 NEO Compensation–Long-Term Equity Incentive Awards–Supplemental Grants" below for more information. |

  41. Compensation Philosophy and Strategy

    | (2) Excludes the cash bonus awards granted in recognition of individuals' significant contributions in 2023 in connection with the Amedisys Transaction. See "Compensation Discussion and Analysis–2023 NEO Compensation–Transaction Bonuses" below for more information. |

  42. Executive Compensation Governance and Best Practices

    | What We Do | | What We Do Not Do | | | | Tie more than 85% of target CEO compensation to corporate performance and creation of long-term stockholder value | | No short sales, hedging or pledging of our securities by any NEO | | | The Compensation Committee has discretion to adjust any performance-based equity award payouts for certain events to reflect original intent of the awards | | No excise tax gross-ups in our Executive Severance Plan or for perquisites | | | Maintain robust stock ownership requirements, including stock retention provisions | | No dividends or dividend equivalents on any equity awards other than restricted stock | | | 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 | | No guaranteed annual salary increases | | | Independent compensation consultant | | No pension or supplemental executive retirement, health, or insurance benefits | | | Annual compensation risk assessment | | No significant perquisites | | | Maintain “double-trigger” provisions for all change in control scenarios for the NEOs | | |

  43. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has the exclusive authority to hire external advisors, such as compensation consultants, to help assess both current and proposed compensation for our executives. The committee also takes into account the independence of its compensation consultant under SEC and Nasdaq rules. Pearl Meyer was engaged by the Compensation Committee to serve as its independent compensation consultant with respect to setting executive compensation in 2023. As part of its engagement, Pearl Meyer conducted a review of our executive compensation peer group and performed a competitive analysis of compensation for our NEOs. Pearl Meyer also assisted the Compensation Committee in various areas, including determining the compensation for our Chief Executive Officer and the other NEOs, establishing performance metrics under our variable incentive plans, and conducting a compensation risk analysis. Furthermore, Pearl Meyer reviewed and provided recommendations regarding our Non-Employee Director compensation program and delivered presentations to the Compensation Committee on trends and regulatory developments in executive compensation. At the Compensation Committee’s request, representatives of Pearl Meyer attend Compensation Committee meetings and engage in private sessions with committee members. Pearl Meyer reports directly to the Chair of the Compensation Committee and collaborates with our management as directed by the committee. During 2023, Pearl Meyer did not provide any additional advice or services to us or our executive officers. The Compensation Committee has evaluated Pearl Meyer’s independence in accordance with SEC and Nasdaq rules and determined that Pearl Meyer’s work did not raise any conflict of interest.

  44. Role of the Compensation Peer Group

    Role of the Compensation Peer Group In consultation with Pearl Meyer, the Compensation Committee annually reviews the pay levels and practices of peer companies in order to assess the competitive positioning of our pay levels and plan designs. For 2023 compensation decisions, the peer group consisted of:

  45. Role of the Compensation Peer Group

    | Acadia Healthcare Company, Inc. | The Ensign Group, Inc. | | Amedisys, Inc. | LHC Group, Inc. | | AMN Healthcare Services, Inc. | Patterson Companies, Inc. | | Brookdale Senior Living Inc. | Quest Diagnostics Incorporated | | Chemed Corporation | Select Medical Holdings Corporation | | DaVita Inc. | Surgery Partners, Inc. | | Encompass Health Corporation | |

  46. Role of the Compensation Peer Group

    The Compensation Committee chose the companies in our peer group based on certain criteria, including market capitalization and revenue that are broadly similar to ours, ranging from 0.4x to 2.5x and 0.25x to 4.0x, respectively. The committee also considered companies that exhibit year-over-year consistency, particularly key competitors, and aimed to maintain a robust sample size within the peer group.

  47. Role of the Compensation Peer Group

    | 2024 Proxy Statement | 43 |

  48. Role of the Compensation Peer Group

    Our peer group does not include companies exclusively in the home and alternate site infusion industry because we believe there are no publicly-traded companies in our specific industry that match our size and complexity. However, the Compensation Committee works to identify companies that share important characteristics with us, such as being direct competitors in certain services, operating under a similar business model, or employing people with the unique skills required in our industry. The committee believes these companies are likely to have executive positions comparable to ours in complexity and scope of responsibility. Annually, the Compensation Committee, along with its independent compensation consultant, reviews our peer group. For 2023, Magellan Health, Inc. was removed (since it is no longer publicly-traded), and DaVita Inc., Patterson Companies, Inc., and Quest Diagnostics Incorporated were added because their market capitalization and revenues fell within the ranges specified above and they provide health care services similar to ours. In 2023, for purposes of 2024 executive compensation benchmarking, the Compensation Committee removed LHC Group, Inc. (since it was acquired) and added Owens & Minor, Inc.

  49. Target Setting

    | • | Annual budgets and long-term operating plans; |

  50. Target Setting

    | • | Input from its independent compensation consultant and management; and |

  51. Determination of Total Direct Compensation

    Determination of Total Direct Compensation In making decisions regarding the compensation of our NEOs, the Compensation Committee, subject to approval by the independent directors of the Board, takes into account the peer group and other data and perspectives mentioned earlier, along with our financial and operating performance. The Compensation Committee’s consideration of financial and operating performance was evaluated in two ways: (a) overall performance in the previous year using various metrics, which was a factor in establishing target compensation; and (b) the rigor of performance goals for the upcoming year, including in relation to our peer group. The Compensation Committee also assessed each NEO’s individual performance over the prior year, including how they demonstrated our values and leadership behaviors.

  52. 2023 NEO Compensation

    | • | Our annual cash incentive program is a performance-based, at-risk component of our NEOs’ compensation. Variable payouts are designed to motivate our NEOs to deliver strong annual financial results while also advancing their individual goals. Additional details regarding the 2023 annual cash incentive program can be found in “—Annual Cash Incentive Program” below. |

  53. 2023 NEO Compensation

    | • | A significant component of our NEOs’ annual compensation is provided in the form of long-term equity incentive awards that emphasize long-term stockholder value creation and the retention of a strong executive leadership team. This is accomplished through a mix of PSU awards and service-based RSU and non-qualified stock option awards. PSU awards are at-risk and performance-based as they only have value if the pre-established performance goals are met during the performance period, while service-based RSUs and non-qualified stock options are viewed as at-risk compensation as the value of the awards fluctuates based on changes in our underlying stock price. Additional details regarding these awards and the PSUs that vested in 2023 can be found in “—Long-Term Equity Incentive Awards” below. |

  54. Base Salary

    Base Salary The Compensation Committee sets annual base salaries at levels intended to attract, retain, motivate and reward a leadership team that will sustain long-term growth for our stockholders while maintaining affordability within our business plan. When setting these base salaries, the Compensation Committee generally considers the range of compensation paid to similarly-situated executive officers in our compensation peer group. The Compensation Committee may set salaries relative to this range based on considerations such as the expertise, performance, or advancement potential of each NEO. The base salaries of our NEOs are typically considered annually as part of the performance review period as well as upon an NEO’s promotion or other change in job responsibilities. In 2023, Mr. Whitworth’s and Mr. Bavaro’s base salaries were increased due to their promotions to Chief Operating Officer and Chief Human Resources Officer, respectively, in recognition of their increased responsibilities and to more closely align their compensation with the competitive market for talent. Mr. Smyser’s base salary was also adjusted to bring his base salary closer to peer group median for similar roles. The following table sets forth the 2022 and 2023 base salaries for each of the NEOs.

  55. Annual Cash Incentive Program

    Annual Cash Incentive Program

  56. Metrics and Targets

    Metrics and Targets Our NEOs are eligible to earn cash incentives under the MIP, our annual cash incentive program. This program is a variable, at-risk, performance-based program designed to reward the achievement of our company-wide financial goals for the year. In doing so, it provides a direct link between the individuals’ short-term incentive payouts and our annual financial results.

  57. Metrics and Targets

    | Name | 2022 MIP Target | 2023 MIP Target(1) | Year-Over Year Change | | John C. Rademacher | 120% | 130% | 8% | | Michael Shapiro | 90% | 90% | — | | Luke Whitworth | 65% | 90%(2) | 38% | | Collin G. Smyser | 65% | 75%(2) | 15% | | Michael Bavaro | 65% | 65% | — | | Richard Denness | 80% | 80% | — |

  58. Metrics and Targets

    | (1) Effective date of 2023 MIP Target was January 1, 2023. |

  59. Metrics and Targets

    | (2) Mr. Whitworth’s and Mr. Smyser’s MIP Target percentage increases from 2022 were designed to commensurately align their total cash compensation with similarly positioned executives in their respective roles across our peer group and industry. Additionally, the change reflects their increased tenure and performance in role. The target award reflects our compensation philosophy and aligns with median benchmark market data provided by Pearl Meyer. |

  60. Metrics and Targets

    In 2023, payouts for corporate-level management team members, including the NEOs, were based on overall company results and individual performance goals. For 2023, 70% of each NEO’s annual cash incentive payment was subject to overall company results as measured by Adjusted EBITDA (the “OPCH Performance Target”). For these purposes, we defined Adjusted EBITDA as net income before net interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, and restructuring, integration and other expenses, which is consistent with how we report Adjusted EBITDA in our annual and quarterly financial results. This metric was selected because the Compensation Committee believes it reflects a commonly-recognized measure of our overall performance and is a key driver of long-term stockholder value creation. In setting the OPCH Performance Target for 2023, the Compensation Committee established a threshold goal of $370.25 million, a target goal of $390 million, and a maximum goal of $428.7 million. The Compensation Committee believed that these goals were set at levels designed to be challenging yet achievable and that represented strong financial results for the year, with the 2023 target representing an approximately 14% increase over our 2022 actual performance. The Compensation Committee set the payout curve such that if the threshold performance level was reached, the total payout opportunity for the 70% component related to the OPCH Performance Target would be 50% of the target payout opportunity. If the maximum payout level was reached, the total payout opportunity would be capped at 200% of the target payout opportunity for the 70% component related to the OPCH Performance Target. If the threshold goal was not achieved, there is no payout for the 70% component related to the OPCH Performance Target. The remaining 30% of each NEO’s annual cash incentive payment for 2023 was tied to the achievement by each individual of their leadership and non-financial goals. This 30% component would payout from 0% of target to a maximum of 200% of target for this component. This individual performance multiplier does not apply to the portion of the annual cash incentive target tied to the OPCH Performance Target. The Compensation Committee believes that the inclusion of the individual performance multiplier, which was new for 2023, is consistent with market practice and helps drive performance in the area where each individual is deemed to have the most influence and further aligns their interests with those of our stockholders. Taking together the 70% component related to the OPCH Performance Target and the 30% component related to the achievement of individual goals, actual total payouts can range from 0% to 200% of target payout opportunities.

  61. Annual Cash Incentive Payments

    Annual Cash Incentive Payments The target payout opportunity is set for each NEO as an approximate percentage of their base salary. For Mr. Rademacher, our President and Chief Executive Officer, his target payout opportunity was increased from 120% of base salary to 130% of his base salary for 2023. For the other NEOs, the target payout opportunities ranged from 65% to 90% of annual base salary. Mr. Whitworth’s and Mr. Smyser’s target opportunities increased from 65% to 90% and 75%, respectively, commensurate with our compensation philosophy described above to calibrate total direct compensation between the 50th and 75th percentiles of the Company’s peer group. In February 2024, the Compensation Committee reviewed actual results for 2023 with respect to achievement of the OPCH Performance Target. For 2023, as reported in our financial statements, we achieved Adjusted EBITDA of $425.2 million, which represented 24.0% year-over-year growth and exceeded our OPCH Performance Target goal by 9.0%. Therefore, for the 70% component related to company-wide financial performance, our performance resulted in a formulaic payout percentage of 185% of target for the NEOs.

  62. Annual Cash Incentive Payments

    | 2024 Proxy Statement | 47 |

  63. Annual Cash Incentive Payments

    As described above, 30% of each NEO’s annual cash incentive is based on individual performance goals that can payout from 0% to 200% of target for this component. These individual performance goals are defined at the beginning of the fiscal year and are generally related to successful leadership of their team’s culture, talent, and development. The Compensation Committee believes that the establishment of these goals drives more rigor in our goal setting, while also building accountability for non-financial objectives. The Compensation Committee designed the individual goals to be challenging but achievable with strong performance, aligned with our strategic initiatives. The Compensation Committee and the Board evaluated our Chief Executive Officer’s performance against his individual goals, and our Chief Executive Officer evaluated each of the other NEOs (other than Mr. Denness who, due to his employment termination, received a bonus payout at target level) performance against their individual goals and made a recommendation to the Compensation Committee for its consideration. After considering the recommendation of the Compensation Committee based on the committee’s evaluation of the Chief Executive Officer’s performance and the committee’s consideration of the Chief Executive Officer’s recommendations for the other NEOs, the full Board determined that each of the NEOs (other than Mr. Denness) would receive a payout between 188% and 200% of target for their individual performance goals component. Their individual accomplishments are summarized below: Mr. Rademacher

  64. Annual Cash Incentive Payments

    | • | Successfully achieved key financial milestones |

  65. Annual Cash Incentive Payments

    | • | Drove reduction in employee voluntary turnover |

  66. Annual Cash Incentive Payments

    | • | Oversaw continued improvements in quality management practices and clinical services delivery |

  67. Annual Cash Incentive Payments

    | • | Supported M&A due diligence and activity, including leading due diligence and negotiation of the Amedisys Transaction |

  68. Annual Cash Incentive Payments

    Mr.Shapiro

  69. Annual Cash Incentive Payments

    | • | Successfully achieved key financial milestones |

  70. Annual Cash Incentive Payments

    | • | Supported M&A due diligence and activity, including leading due diligence and negotiation of the Amedisys Transaction |

  71. Annual Cash Incentive Payments

    | • | Managed disciplined capital allocation process |

  72. Annual Cash Incentive Payments

    Mr. Whitworth

  73. Annual Cash Incentive Payments

    | • | Improved core operational metrics, including onboarding, admission, and cost of service |

  74. Annual Cash Incentive Payments

    | • | Increased nursing capacity through improved nursing and site of care utilization |

  75. Annual Cash Incentive Payments

    Mr. Smyser

  76. Annual Cash Incentive Payments

    | • | Supported M&A due diligence and activity, including leading due diligence and negotiation of the Amedisys Transaction |

  77. Annual Cash Incentive Payments

    | • | Enhanced shareholder engagement and corporate governance disclosure practices |

  78. Annual Cash Incentive Payments

    | • | Strengthened government relations program and federal public policy advocacy efforts |

  79. Annual Cash Incentive Payments

    | 2024 Proxy Statement | 48 |

  80. Annual Cash Incentive Payments

    Mr. Bavaro

  81. Annual Cash Incentive Payments

    | • | Drove reduction in employee voluntary turnover while improving efficiency of talent acquisition practices |

  82. Annual Cash Incentive Payments

    | • | Earned multiple external awards on behalf of the company recognizing continued cultural improvement and team member engagement |

  83. Annual Cash Incentive Payments

    | • | Enhanced senior leadership succession process |

  84. Annual Cash Incentive Payments

    Accordingly, the Board approved the following awards for our NEOs (other than Mr. Denness) under the MIP. As described further in “—Leadership Transitions” below, Mr. Denness received an annual cash incentive award under the MIP equal to his target annual bonus for 2023.

  85. Annual Cash Incentive Payments

    | Name | Target Award | Actual Award | Actual Award as a % of Target Award | | John C. Rademacher | $1,300,000 | $2,600,000 | 200% | | Michael Shapiro | $540,000 | $1,080,000 | 200% | | Luke Whitworth | $495,000 | $965,250 | 195% | | Collin G. Smyser | $337,500 | $675,000 | 200% | | Michael Bavaro | $269,750 | $507,130 | 188% | | Richard Denness | $358,440 | $358,440 | 100% |

  86. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards The Compensation Committee believes that annual long-term incentive awards provide our NEOs with a strong link to our long-term performance, helps create an ownership culture, and helps align the interests of our NEOs with those of our stockholders. This component is also designed to align a substantial amount of our NEOs’ compensation with our key financial incentives and focus those leaders on achieving certain pre-determined company performance objectives that our Compensation Committee believes support the creation of long-term stockholder value. In February 2023, the Compensation Committee granted long-term incentive awards to our executive officers, including the NEOs. The target long-term incentive grants included three components: (a) PSUs constituting approximately 50% of the target opportunity; (b) RSUs constituting approximately 25% of the target opportunity; and (c) non-qualified stock options constituting approximately 25% of the target opportunity.

  87. 2023 Target Grant Values

    2023 Target Grant Values Our policy with respect to the annual long-term incentive awards for all eligible employees, including eligible NEOs, is to determine the target grant value, grant the award and, for options, set the exercise price at the Compensation Committee’s regularly scheduled meeting during the first quarter of each year. The Compensation Committee believes that this allows for careful consideration of the prior year’s financial performance when determining the awards and is consistent with market practice. For 2023 long-term incentive awards, consistent with prior years, we set the total target values for eligible NEOs based on, among other things, internal pay equity, peer group and market competitiveness, our company-wide performance, and the other criteria set forth in “—Executive Compensation Process” above. The Compensation Committee determined these amounts in accordance with our stated compensation philosophy to remain competitive with the market for talent, to emphasize the focus on pay for performance, and to align with stockholder interests.

  88. 2023 Target Grant Values

    | Name | 2022 Annual Equity Grant | 2023 Annual Equity Grant | Year-Over Year Change | | John C. Rademacher | $4,250,000 | $5,500,000 | 29.4% | | Michael Shapiro | $1,400,000 | $2,000,000(2) | 42.9% | | Luke Whitworth | $400,000 | $1,425,000(1) | 256.3% | | Collin G. Smyser | $400,000 | $825,000(2) | 106.3% | | Michael Bavaro | $425,000 | $600,000(2) | 41.2% | | Richard Denness | $900,000 | $950,000 | 5.6% |

  89. 2023 Target Grant Values

    | (1) Mr. Whitworth was promoted to Chief Operating Officer in January 2023 and his target long-term incentive award is commensurate with similarly positioned executives across our peer group and industry. |

  90. 2023 Target Grant Values

    | (2) Mr. Shapiro’s, Mr. Smyser’s, and Mr. Bavaro’s target long-term incentive awards reflect similarly positioned executives across our peer group and industry, recognizes their overperformance in role the prior year, reinforces our compensation philosophy to ensure we attract, retain and motivate the best talent, and aligns their compensation directly with stockholders. |

  91. Performance Stock Units

    Performance Stock Units In February 2023, each NEO received PSUs under the EIP. PSUs represent a substantial, at-risk component of our eligible NEOs’ compensation that is directly tied to our long-term financial performance. In 2023, these awards had the following characteristics:

  92. Performance Stock Units

    | • | The payout is based on our consolidated results over a two-year performance cycle, beginning on the first calendar day of the fiscal year in which the awards were granted. |

  93. Performance Stock Units

    | • | Financial performance is measured 50% on the two-year average cash flow from operations growth rate over the performance period and 50% on the combined two-year average revenue growth rate and Adjusted EBITDA growth rate over the performance period. In recognition of our use of Adjusted EBITDA in both the annual cash incentive award program and the long-term incentive program, the Compensation Committee continued its historical practice of supplementing the primary performance measures under these programs with additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, non-financial business imperatives, and stockholder returns over both the short-term and long-term horizons. |

  94. Performance Stock Units

    | • | The payout based on financial performance can range from 0% to 200% based on actual results. |

  95. Performance Stock Units

    | • | Following the conclusion of the two-year performance period, the earned portions of these awards remain subject to an additional one-year service-based vesting schedule. Earned PSUs ultimately vest three years from the date of grant. |

  96. Performance Stock Units

    Due to the continued accelerated transformation and growth of our organization, the Compensation Committee continues to believe that a two-year performance period is appropriate at this time to better establish accurate performance goals. However, as noted above, to enhance the retentive effects of these awards and better align the recipient’s performance with the long-term interests of our stockholders, the Compensation Committee has established a three-year vesting period for these PSUs, which is conditioned upon the recipient’s continued employment with us through vesting and continues to link the interests of the recipient and our stockholders as the value of the award continues to fluctuate based on our stock price. The Compensation Committee selected the financial metrics above due to the belief that performance underlying these metrics would help drive our financial performance and align the recipients’ interests with those of our stockholders. The specific targets used for each of the metrics for the 2023 to 2024 performance period, and the range of awards

  97. Performance Stock Units

    | 2024 Proxy Statement | 50 |

  98. Performance Stock Units

    related to the achievement of such metrics, are generally reflective of our confidential business plan, the disclosure of which we believe would cause us competitive harm. The Compensation Committee designed the target levels to be challenging but achievable with strong performance and the successful execution of our business plan. The target number of PSUs granted to an eligible NEO was determined by dividing 50% of the target equity grant value applicable to each NEO by the closing stock price at the date of grant. The grant date fair values of these awards are as follows:

  99. Performance Stock Units

    | Name | Vesting Date | Target Grant Date Value | | John C. Rademacher | February 2026 | $2,750,000 | | Michael Shapiro | February 2026 | $1,000,000 | | Luke Whitworth | February 2026 | $712,500 | | Collin G. Smyser | February 2026 | $412,500 | | Michael Bavaro | February 2026 | $300,000 | | Richard Denness(1) | N/A | $475,000 |

  100. Performance Stock Units

    | (1) Mr. Denness forfeited his 2023 PSU award in connection with his departure from employment in March 2024. See “—Leadership Transition” below for more information. |

  101. Restricted Stock Units and Non-Qualified Stock Options

    Restricted Stock Units and Non-Qualified Stock Options In February 2023, each NEO also received RSUs and non-qualified stock options under the EIP. These service-based awards are designed to align the interests of our NEOs with those of our stockholders by promoting the retention of the executive team over the longer term. In addition, these awards are at-risk as the value of the RSUs fluctuates based on our stock price performance, and the non-qualified stock option awards will have no value unless our stock price appreciates following the date of grant. The target number of RSUs granted to an NEO was determined by dividing 25% of the target equity grant value applicable to such individual by the closing stock price at the grant date. The target number of non-qualified stock options granted to an NEO was determined by dividing 25% of the target equity grant value applicable to such individual by the product of the closing stock price and the Black-Scholes value at the grant date. These RSUs and non-qualified stock options vest in roughly one-quarter increments on each of the first four anniversaries of the grant date, subject to continuous service through each vesting date. The grant date fair values for these awards are as follows:

  102. Restricted Stock Units and Non-Qualified Stock Options

    | Name | Final Vesting Date | Target Grant Date Fair Market Value of RSUs | Target Grant Date Fair Market Value of Stock Options | | John C. Rademacher | February 2027 | $1,375,000 | $1,375,000 | | Michael Shapiro | February 2027 | $500,000 | $500,000 | | Luke Whitworth | February 2027 | $356,250 | $356,250 | | Collin G. Smyser | February 2027 | $206,250 | $206,250 | | Michael Bavaro | February 2027 | $150,000 | $150,000 | | Richard Denness(1) | N/A | $237,500 | $237,500 |

  103. Restricted Stock Units and Non-Qualified Stock Options

    | (1) Mr. Denness forfeited the unvested portions of his 2023 RSU and non-qualified stock option awards in connection with his departure from employment in March 2024. See “—Leadership Transition” below for more information. |

  104. Restricted Stock Units and Non-Qualified Stock Options

    | 2024 Proxy Statement | 51 |

  105. Supplemental Grants

    Supplemental Grants Several members of our executive leadership team, including Mr. Rademacher and Mr. Shapiro, joined Option Care Health prior to the BioScrip Merger when we were a privately-held company. At the time, our executive compensation programs, in which Mr. Rademacher and Mr. Shapiro participated, were primarily cash-based, “at risk” programs more in line with market practices for privately-held companies. As such, Mr. Rademacher and Mr. Shapiro, along with other executives, did not receive long-term equity incentive awards for their service to Option Care Health in 2019 or 2020. The cash-based awards that those executives received vested in connection with the MDP share sale in 2021 and 2022 referenced in “Corporate Governance—Our History” above. In consultation with Pearl Meyer, the Compensation Committee determined that due to the prior plan design, our NEOs had been given significantly less opportunity to earn long-term incentive awards than at peer companies, and consequently did not hold as much equity in our company as similarly-situated executives at peer companies. Additionally, the Compensation Committee determined that Mr. Smyser, who joined as our General Counsel and Corporate Secretary in 2022; Mr. Bavaro, who was promoted to become our Chief Human Resources Officer in 2022; and Mr. Whitworth, who was promoted to Chief Operating Officer in 2023, also held significantly less long-term equity incentive awards than similarly-situated executives at peer companies. The Compensation Committee believed that this created retention risks for such key executives and resulted in diminished alignment between their interests and those of our stockholders. Consequently, in February 2023, the Compensation Committee granted additional long-term incentive awards to a number of our key executives, including each of the NEOs (other than Mr. Denness). These long-term incentive awards were comprised of RSUs (50%) and non-qualified stock options (50%). The RSUs and non-qualified stock options vest in full on the third anniversary of the grant date, subject to continuous service through the vesting date. The Compensation Committee believed that imposing three-year cliff vesting on these awards, which requires a recipient to remain continuously employed through the vesting date to receive any value from these awards, further increases the retentive value of the awards and aligns those NEOs’ interests with those of our stockholders. To determine the value of the supplemental equity award, the Compensation Committee requested that Pearl Meyer:

  106. Supplemental Grants

    | • | Determine the gap between the unvested equity holdings for these NEOs and the unvested equity holdings for peer group executives; and |

  107. Supplemental Grants

    | • | Calibrate the award size to align with the peer group median unvested equity multiple (defined as unvested equity holdings as a multiple of total compensation). |

  108. Supplemental Grants

    | Name | Vesting Date | Target Grant Date Fair Market Value of Supplemental RSUs | Target Grant Date Fair Market Value of Supplemental Stock Options | | John C. Rademacher | February 2026 | $3,750,000 | $3,750,000 | | Michael Shapiro | February 2026 | $2,250,000 | $2,250,000 | | Luke Whitworth | February 2026 | $287,500 | $287,500 | | Collin G. Smyser | February 2026 | $250,000 | $250,000 | | Michael Bavaro | February 2026 | $250,000 | $250,000 |

  109. Payout of Long-Term Equity Incentive Awards for 2022-2023 Performance Period

    Payout of Long-Term Equity Incentive Awards for 2022-2023 Performance Period The performance period for the PSUs issued to the NEOs in 2022 ended on December 31, 2023. These PSU awards provided for a payout ranging from 0% to 200% of target based on the actual achievement of (i) our two-year average cash flow from operations growth rate (50% weighting) and (ii) our combined two-year average revenue growth rate and Adjusted EBITDA growth rate (50% weighting) over the performance period. When the Compensation Committee set the two-year average cash flow from operations growth rate in 2022, it did so assuming that we would not be a cash taxpayer during the 2022-2023 performance period. However, due to our stronger than expected financial performance, we were required to pay income taxes during the performance period. The Compensation Committee believed that including these non-forecasted income taxes in the calculation of cash flow from operations would unfairly penalize participants for the failure to include the amounts when setting the initial targets, and that excluding these amounts would maintain the same rigor as when the targets were initially set. Therefore, the Compensation Committee decided to exclude income taxes for purposes of calculating cash flow from operations during the 2022-2023 performance period. Given our strong cash flow from operations performance during the 2022-2023 performance period, the exclusion of income taxes did not change the payout level as compared to the payout level calculated under the original terms of the awards. The final performance of each metric exceeded the maximum goal and resulted in the PSUs vesting at 200% of target. In addition to the performance measures, the 2022 PSUs are subject to an additional one-year service-based vesting schedule that requires continuous employment for a total of three years from the applicable grant date, subjecting each NEO to three years of stock price fluctuations. The performance measures and actual results are summarized below:

  110. Payout of Long-Term Equity Incentive Awards for 2022-2023 Performance Period

    | Measure (2-year averages for 2022 and 2023) | Threshold (% growth) | Target (% growth) | Maximum (% growth) | Actual (% growth) | Payout (% of target) | | Adjusted EBITDA growth | | | | 21.2 | | | Revenue growth | | | | 11.9 | | | Adjusted EBITDA + Revenue Growth (50%) | 20 | 22 | 30 | 33.1 | 200 | | Cash Flow from Operations, as adjusted as described above (50%) | 7.5 | 10 | 15 | 30.4 | 200 |

  111. Transaction Bonuses

    Transaction Bonuses On May 3, 2023, we announced the Amedisys Transaction whereby we would acquire Amedisys, Inc., one of the largest independent U.S. providers of home health and hospice care. The Amedisys Transaction would have created a leading, independent platform across the home and alternate site care spectrum with over $6 billion of combined revenue, and would have increased our clinical workforce from approximately 4,500 team members to over 16,500 team members in nearly 675 service locations, significantly strengthening our ability to serve patients in the site of care of their choosing and helping to reduce overall cost of care in the U.S. However, on June 26, 2023, we announced the mutual termination of the Amedisys Transaction in connection with Amedisys’s decision to combine with a subsidiary of UnitedHealth. We received a $106 million termination fee in connection with the mutual termination of the Amedisys Transaction. Our leadership team was responsible for the successful negotiation and entry into the transaction agreement with respect to the Amedisys Transaction as well as the negotiation and decision to accept the $106 million termination fee. These accomplishments required the significant efforts of those team members in developing the overall strategy, structuring and negotiating the terms of the transaction, and undertaking the necessary due diligence and legal filings in connection therewith. Our management team accomplished this while also maintaining focus on their regular management responsibilities and overseeing the achievement of the strong financial results described in “—2023 Financial Results” above.

  112. Transaction Bonuses

    | 2024 Proxy Statement | 53 |

  113. Transaction Bonuses

    The Compensation Committee reviewed the efforts of members of our management team, including Mr. Shapiro, Mr. Smyser and Mr. Bavaro, in connection with the Amedisys Transaction and determined that it was important to recognize them accordingly. In light of the fact that the Amedisys Transaction was not factored into any element of our 2023 executive compensation program (as described elsewhere in this “2023 NEO Compensation” section), the Compensation Committee recommended to the Board that it award, and the Board awarded, one-time, special transaction bonuses in the amount of $125,000 to Mr. Shapiro, $100,000 to Mr. Smyser, and $50,000 to Mr. Bavaro, among other non-NEO members of our management team. The Compensation Committee, who determined the size of the awards to these NEOs, believed that the dollar values of the awards were reasonable in light of the significant efforts made by each NEO to the Amedisys Transaction and the levels of the awards as compared to the NEOs’ total annual compensation. The transaction bonuses to these NEOs are reflected in the “Bonus” column in “Executive Compensation Tables—2023 Summary Compensation Table” below.

  114. Amended and Restated Executive Severance Plan

    Amended and Restated Executive Severance Plan In May 2020, in consultation with its Pearl Meyer, the Compensation Committee approved, and we adopted, the Option Care Health Executive Severance Plan (the “Executive Severance Plan”) for certain eligible executives who sign a participation notice. The Compensation Committee believed that the Executive Severance Plan helped fill a gap in our executive compensation programs and better align them with market practice. The Executive Severance Plan is intended to provide financial assistance to executive team members who are terminated without cause during the twelve-month period following a change in control while actively at work or on an approved disability, military, or family/medical leave at the time of termination. The Executive Severance Plan provides for twelve months of base salary and a prorated bonus payment for the year of termination as the standard severance payment for all participants, as well as twelve months of subsidized continued health care benefits. On December 6, 2023, the Board amended and restated the Executive Severance Plan (as amended and restated, the “Amended and Restated Executive Severance Plan”) for retention purposes and to more closely align our pay practices with the competitive market. The Amended and Restated Executive Severance Plan provides severance benefits to certain of our key management personnel, including our President and Chief Executive Officer, our Chief Financial Officer, and such other employees designated for participation by the Compensation Committee (which includes each NEO other than Mr. Denness) in the event that their employment is terminated by us for any reason other than for cause, death or disability, or if they resign for good reason. The terms of the Amended and Restated Executive Severance Plan were determined after considering the competitive market and input from Pearl Meyer. Please see “—Payments Upon Termination or Change of Control (As of December 31, 2023)” below for a description of the severance benefits provided under the Amended and Restated Executive Severance Plan.

  115. NEO Employment Agreements

    NEO Employment Agreements We are a party to an employment agreement with each of Mr. Rademacher and Mr. Shapiro. These employment agreements were entered into prior to the consummation of the BioScrip Merger in 2019 and were believed at the time to be reasonably necessary to secure their continued employment. In February 2024, each of Mr. Rademacher and Mr. Shapiro entered into a letter agreement with us to terminate the severance benefits provisions of their employment agreements and now each of them is subject to the terms of the Amended and Restated Executive Severance Plan. We do not expect to enter into employment agreements with our executive officers in the future; however, we customarily enter into offer letters setting forth the initial terms of hire for executive officers, but which have no further ongoing contractual obligations for us.

  116. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table, footnotes, and related narrative disclosure show information regarding the total compensation of each of our NEOs for 2023 and, to the extent required by SEC disclosure rules, 2022 and 2021.

  117. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total Compensation ($) | | John C. Rademacher President and Chief Executive Officer | 2023 | 1,000,000 | — | 7,875,000 | 5,125,000 | 2,600,000 | 13,200 | 16,613,200 | | | 2022 | 953,846 | — | 3,187,500 | 1,062,500 | 1,539,593 | 11,200 | 6,754,639 | | | 2021 | 669,459 | — | 4,260,000 | 1,840,000 | 1,638,000 | 11,200 | 8,418,659 | | Michael Shapiro Chief Financial Officer | 2023 | 599,306 | 125,000(5) | 3,750,000 | 2,750,000 | 1,080,000 | 13,200 | 8,317,506 | | | 2022 | 579,342 | — | 1,050,000 | 350,000 | 700,000 | 11,200 | 2,690,542 | | | 2021 | 538,689 | — | 1,560,000 | 740,000 | 915,300 | 11,200 | 3,765,189 | | Luke Whitworth(6) Chief Operating Officer | 2023 | 542,446 | — | 1,356,250 | 643,750 | 965,250 | 13,200 | 3,520,896 | | Collin G. Smyser(7) General Counsel and Corporate Secretary | 2023 | 448,077 | 100,000(5) | 868,750 | 456,250 | 675,000 | — | 2,548,077 | | | 2022 | 269,231 | 220,000 | 581,250 | 93,750 | 317,200 | — | 1,481,431 | | Michael Bavaro(6) Chief Human Resources Officer | 2023 | 411,539 | 50,000(5) | 700,000 | 400,000 | 507,130 | 13,200 | 2,081,869 | | Richard Denness(8) Former Chief Commercial Officer | 2023 | 448,050 | — | 712,500 | 237,500 | — | 371,640 | 1,769,690 | | | 2022 | 446,042 | — | 675,000 | 225,000 | 410,000 | 11,200 | 1,767,242 | | | 2021 | 424,846 | — | 1,102,500 | 547,500 | 626,400 | 11,200 | 2,712,446 |

  118. 2023 Summary Compensation Table

    | (1) Amounts reflect base salary earned in the year, including any amounts voluntarily deferred under our 401(k) Plan. |

  119. 2023 Summary Compensation Table

    | (2) Amounts reflect the aggregate grant date fair value of stock awards and stock option awards, as applicable, granted in the year computed in accordance with ASC 718 and, in the case of PSUs, calculated based on the probable outcome of the applicable performance conditions on the grant date. Assuming the highest level of performance is achieved for the 2023 PSU awards, the maximum value of these awards at the grant date would be as follows: Mr. Rademacher: $5,500,000; Mr. Shapiro: $2,000,000; Mr. Whitworth: $1,425,000; Mr. Smyser: $825,000; Mr. Bavaro: $600,000; and Mr. Denness: $950,000. A discussion of the assumptions used in computing the grant date fair values may be found in Note 15 – Stock-Based Incentive Compensation found in Part II, Item 8, “Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in the 2023 Annual Report. For awards with a service-based vesting condition, we recognize expense on a straight-line basis over the service period of the award. |

  120. 2023 Summary Compensation Table

    | (3) Amounts reflect payments under the MIP for performance in 2023, 2022 and 2021. See “Compensation Discussion and Analysis—2023 NEO Compensation—Annual Cash Incentive Program” above for details on 2023 payments for the NEOs under the MIP. |

  121. 2023 Summary Compensation Table

    | (4) Amounts consist solely of our matching contributions to the 401(k) Plan, which were consistent with the benefits available to our similarly-situated employees. There were no other reportable perquisites, personal benefits, tax reimbursements or gross-ups paid to any NEO for 2023. Amount for Mr. Denness reflects his target bonus paid for the year pursuant to the terms of the Denness TSA. See “Compensation Discussion and Analysis—Other Benefits—Leadership Transition” for more information. |

  122. 2023 Summary Compensation Table

    | (5) Amounts for 2023 for Messrs. Shapiro, Smyser and Bavaro reflect the cash bonus awards granted in recognition of each individual’s significant contributions in 2023 in connection with the Amedisys Transaction. See “Compensation Discussion and Analysis—2023 NEO Compensation—Transaction Bonuses” above for more information. |

  123. 2023 Summary Compensation Table

    | 2024 Proxy Statement | 59 |

  124. 2023 Summary Compensation Table

    | (6) Mr. Whitworth and Mr. Bavaro became executive officers in 2023 and therefore were not NEOs in 2021 or 2022. |

  125. 2023 Summary Compensation Table

    | (7) Mr. Smyser joined Option Care Health in 2022 and therefore was not an NEO in 2021. |

  126. 2023 Summary Compensation Table

    | (8) On December 7, 2023, Mr. Denness ceased to serve as our Chief Commercial Officer. He continued to provide services to us as a non-executive employee until March 31, 2024. |

  127. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table shows information regarding the incentive awards granted to our NEOs in 2023. Annual cash incentive awards are made pursuant to the MIP and equity awards are made pursuant to the EIP. To receive a payout under the PSUs, RSUs and non-qualified stock options, a participant must remain actively employed by us through the end of the relevant performance period or vesting date (except in the case of a qualifying termination of employment, described in “Compensation Discussion and Analysis—Payments Upon Termination or Change of Control (As of December 31, 2023)). No dividends, if any were to be declared and paid, would accrue on any of the PSUs, RSUs or non-qualified stock options prior to payout or vesting, as applicable.

  128. 2023 Grants of Plan-Based Awards

    | Name | Award Type(1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/share) | Target Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | John C. Rademacher | ABP | | 650,000 | 1,300,000 | 2,600,000 | | | | | | | | | | PSU(4) | 2/22/2023 | | | | 47,644 | 95,288 | 190,576 | | | | 2,750,000 | | | RSU(5) | 2/22/2023 | | | | | | | 47,644 | | | 1,375,000 | | | RSU(7) | 2/22/2023 | | | | | | | 129,940 | | | 3,750,000 | | | SO(6) | 2/22/2023 | | | | | | | | 87,488 | 28.86 | 1,375,000 | | | SO(7) | 2/22/2023 | | | | | | | | 238,596 | 28.86 | 3,750,000 | | Michael Shapiro | ABP | | 270,000 | 540,000 | 1,080,000 | | | | | | | | | | PSU(4) | 2/22/2023 | | | | 17,326 | 34,651 | 69,302 | | | | 1,000,000 | | | RSU(5) | 2/22/2023 | | | | | | | 17,328 | | | 500,000 | | | RSU(7) | 2/22/2023 | | | | | | | 77,963 | | | 2,250,000 | | | SO(6) | 2/22/2023 | | | | | | | | 31,816 | 28.86 | 500,000 | | | SO(7) | 2/22/2023 | | | | | | | | 143,156 | 28.86 | 2,250,000 | | Luke Whitworth | ABP | | 247,500 | 495,000 | 990,000 | | | | | | | | | | PSU(4) | 2/22/2023 | | | | 12,345 | 24,689 | 49,378 | | | | 712,500 | | | RSU(5) | 2/22/2023 | | | | | | | 12,348 | | | 356,250 | | | RSU(7) | 2/22/2023 | | | | | | | 9,962 | | | 287,500 | | | SO(6) | 2/22/2023 | | | | | | | | 22,668 | 28.86 | 356,250 | | | SO(7) | 2/22/2023 | | | | | | | | 18,293 | 28.86 | 287,500 | | Collin G. Smyser | ABP | | 168,750 | 337,500 | 675,000 | | | | | | | | | | PSU(4) | 2/22/2023 | | | | 7,147 | 14,294 | 28,588 | | | | 412,500 | | | RSU(5) | 2/22/2023 | | | | | | | 7,148 | | | 206,250 | | | RSU(7) | 2/22/2023 | | | | | | | 8,663 | | | 250,000 | | | SO(6) | 2/22/2023 | | | | | | | | 13,124 | 28.86 | 206,250 | | | SO(7) | 2/22/2023 | | | | | | | | 15,907 | 28.86 | 250,000 |

  129. 2023 Grants of Plan-Based Awards

    | 2024 Proxy Statement | 60 |

  130. 2023 Grants of Plan-Based Awards

    | Name | Award Type(1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/share) | Target Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael Bavaro | ABP | | 134,875 | 269,750 | 539,500 | | | | | | | | | | PSU(4) | 2/22/2023 | | | | 5,198 | 10,396 | 20,792 | | | | 300,000 | | | RSU(5) | 2/22/2023 | | | | | | | 5,200 | | | 150,000 | | | RSU(7) | 2/22/2023 | | | | | | | 8,663 | | | 250,000 | | | SO(6) | 2/22/2023 | | | | | | | | 9,544 | 28.86 | 150,000 | | | SO(7) | 2/22/2023 | | | | | | | | 15,907 | 28.86 | 250,000 | | Richard Denness(8) | ABP | | 179,220 | 358,440 | 716,880 | | | | | | | | | | PSU(4) | 2/22/2023 | | | | 8,230 | 16,459 | 32,918 | | | | 475,000 | | | RSU(5) | 2/22/2023 | | | | | | | 8,232 | | | 237,500 | | | SO(6) | 2/22/2023 | | | | | | | | 15,112 | 28.86 | 237,500 |

  131. 2023 Grants of Plan-Based Awards

    | (1) “ABP” refers to annual cash incentive awards made pursuant to the MIP. “PSU,” “RSU” and “SO” refer to PSUs, RSUs and non-qualified stock options, respectively, granted under the EIP. |

  132. 2023 Grants of Plan-Based Awards

    | (2) These columns represent the range of possible annual cash incentive awards under the MIP. Actual awards are dependent on actual results measured against pre-established performance goals, as described under “Compensation Discussion and Analysis—2023 NEO Compensation—Annual Cash Incentive Program” above. Payouts range from 0% to 200% of target. The actual amounts paid to our NEOs under the MIP for 2023 are included in the “Non-Equity Incentive Plan Compensation” column of the “2023 Summary Compensation Table” above. |

  133. 2023 Grants of Plan-Based Awards

    | (3) A discussion of the assumptions used in computing the grant date fair values may be found in Note 15 – Stock-Based Incentive Compensation found in Part II, Item 8, “Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in the 2023 Annual Report. |

  134. 2023 Grants of Plan-Based Awards

    | (4) This row shows the range of payouts for the PSUs. These PSUs are scheduled to vest in February 2026, with payouts ranging from 0% to 200% of target. The grant date fair value of the PSUs is based on the probable payout outcome at the time of grant. |

  135. 2023 Grants of Plan-Based Awards

    | (5) This row shows the shares underlying the RSUs. One-quarter of these shares are scheduled to vest on each anniversary of the grant date. |

  136. 2023 Grants of Plan-Based Awards

    | (6) This row shows the shares underlying the non-qualified stock options. One-quarter of these stock options are scheduled to vest on each anniversary of the grant date. |

  137. 2023 Grants of Plan-Based Awards

    | (7) This row shows the shares underlying the RSUs and non-qualified stock options that these NEOs received as one-time supplemental grants. These shares and non-qualified stock options will vest in full on the third anniversary of the grant date. See “Compensation Discussion and Analysis—2023 NEO Compensation—Long-Term Equity Incentive Awards—Supplemental Grants” above for more information. |

  138. 2023 Grants of Plan-Based Awards

    | (8) On December 7, 2023, Mr. Denness ceased to serve as our Chief Commercial Officer. He continued to provide services to us as a non-executive employee until March 31, 2024 pursuant to the TSA as described in “—Leadership Transition.” He received an annual bonus at target level and forfeited any unvested equity awards; therefore, he forfeited all PSUs granted to him in 2023, and 75% of all stock options and RSUs granted in 2023, in addition to all prior year equity grants (or portions thereof) which had not yet vested as of his termination date. |

  139. 2023 Grants of Plan-Based Awards

    | 2024 Proxy Statement | 61 |

  140. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table shows information regarding the outstanding equity awards held by each of our NEOs as of December 31, 2023.

  141. Outstanding Equity Awards as of December 31, 2023

    | | Option Awards(1) | | | | | Stock Awards(2) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | John C. Rademacher | 51,592(3) | 51,592(3) | — | 18.97 | 2/23/2031 | — | — | — | — | | | — | 90,918(9) | — | 26.91 | 10/26/2031 | — | — | — | — | | | 21,253(4) | 64,569(4) | — | 23.65 | 2/21/2032 | — | — | — | — | | | — | 238,596(10) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | 87,488(11) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | — | — | — | — | 26,358(13) | 888,001 | — | — | | | — | — | — | — | — | 31,216(14) | 1,051,667 | — | — | | | — | — | — | — | — | 33,261(15) | 1,120,563 | — | — | | | — | — | — | — | — | 129,940(16) | 4,377,679 | — | — | | | — | — | — | — | — | 47,644(17) | 1,605,126 | — | — | | | — | — | — | — | — | 210,864(23) | 7,104,008 | — | — | | | — | — | — | — | — | 177,380(24) | 5,975,932 | — | — | | | — | — | — | — | — | — | — | 95,288(25) | 3,210,253 | | Michael Shapiro | 15,478(3) | 15,478(3) | — | 18.97 | 2/23/2031 | — | — | — | — | | | — | 49,357(12) | — | 25.75 | 10/21/2031 | — | — | — | — | | | 7,090(5) | 21,270(5) | — | 23.96 | 2/17/2032 | — | — | — | — | | | — | 143,156(10) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | 31,816(11) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | — | — | — | — | 7,908(13) | 266,421 | — | — | | | — | — | — | — | — | 17,088(18) | 575,695 | — | — | | | — | — | — | — | — | 10,956(19) | 369,108 | — | — | | | — | — | — | — | — | 77,963(16) | 2,626,573 | — | — | | | — | — | — | — | — | 17,328(17) | 583,789 | — | — | | | — | — | — | — | — | 63,264(23) | 2,131,364 | — | — | | | — | — | — | — | — | 58,432(26) | 1,968,574 | — | — | | | — | — | — | — | — | — | — | 34,651(25) | 1,167,392 |

  142. Outstanding Equity Awards as of December 31, 2023

    | 2024 Proxy Statement | 62 |

  143. Outstanding Equity Awards as of December 31, 2023

    | | Option Awards(1) | | | | | Stock Awards(2) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Luke Whitworth | 27,069(6) | 9,023(6) | — | 13.34 | 3/9/2030 | — | — | — | — | | | 6,450(3) | 6,450(3) | — | 18.97 | 2/23/2031 | — | — | — | — | | | — | 24,679(12) | — | 25.75 | 10/21/2031 | — | — | — | — | | | 2,026(5) | 6,078(5) | — | 23.96 | 2/17/2032 | — | — | — | — | | | — | 18,293(10) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | 22,668(11) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | — | — | — | — | 4,686(20) | 157,871 | — | — | | | — | — | — | — | — | 3,296(13) | 111,042 | — | — | | | — | — | — | — | — | 8,544(18) | 287,847 | — | — | | | — | — | — | — | — | 3,132(19) | 105,517 | — | — | | | — | — | — | — | — | 9,962(16) | 335,620 | — | — | | | — | — | — | — | — | 12,348(17) | 416,004 | — | — | | | — | — | — | — | — | 26,360(23) | 888,068 | — | — | | | — | — | — | — | — | 16,696(26) | 562,488 | — | — | | | — | — | — | — | — | — | — | 24,689(25) | 831,772 | | Collin G. Smyser | 1,526(7) | 4,578(7) | — | 28.89 | 5/19/2032 | — | — | — | — | | | — | 15,907(10) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | 13,124(11) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | — | — | — | — | 10,384(21) | 349,837 | — | — | | | — | — | — | — | — | 2,436(22) | 82,069 | — | — | | | — | — | — | — | — | 8,663(16) | 291,856 | — | — | | | — | — | — | — | — | 7,148(17) | 240,816 | — | — | | | — | — | — | — | — | 12,984(27) | 437,431 | — | — | | | — | — | — | — | — | — | — | 14,294(25) | 481,565 |

  144. Outstanding Equity Awards as of December 31, 2023

    | 2024 Proxy Statement | 63 |

  145. Outstanding Equity Awards as of December 31, 2023

    | | Option Awards(1) | | | | | Stock Awards(2) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Michael Bavaro | 2,452(3) | 2,452(3) | — | 18.97 | 2/23/2031 | — | — | — | — | | | — | 8,974(12) | — | 25.75 | 10/21/2031 | — | — | — | — | | | 2,153(5) | 6,459(5) | — | 23.96 | 2/17/2032 | — | — | — | — | | | — | 15,907(10) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | 9,544(11) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | — | — | — | — | 1,252(13) | 42,180 | — | — | | | — | — | — | — | — | 3,107(18) | 104,675 | — | — | | | — | — | — | — | — | 3,327(19) | 112,087 | — | — | | | — | — | — | — | — | 8,663(16) | 291,856 | — | — | | | — | — | — | — | — | 5,200(17) | 175,188 | — | — | | | — | — | — | — | — | 17,738(26) | 597,593 | — | — | | | — | — | — | — | — | — | — | 10,396(25) | 350,241 | | Richard Denness | 10,965(8) | — | — | 10.56 | 8/1/2028 | — | — | — | — | | | 32,484(6) | 10,828(6) | — | 13.34 | 3/9/2030 | — | — | — | — | | | 9,674(3) | 9,674(3) | — | 18.97 | 2/23/2031 | — | — | — | — | | | — | 40,383(12) | — | 25.75 | 10/21/2031 | — | — | — | — | | | 4,558(5) | 13,674(5) | — | 23.96 | 2/17/2032 | — | — | — | — | | | — | 15,112(11) | — | 28.86 | 2/22/2033 | — | — | — | — | | | — | — | — | — | — | 5,623(20) | 189,439 | — | — | | | — | — | — | — | — | 4,944(13) | 166,563 | — | — | | | — | — | — | — | — | 13,981(18) | 471,020 | — | — | | | — | — | — | — | — | 7,044(19) | 237,312 | — | — | | | — | — | — | — | — | 8,232(17) | 277,336 | — | — | | | — | — | — | — | — | 39,544(23) | 1,332,237 | — | — | | | — | — | — | — | — | 37,564(26) | 1,265,531 | — | — | | | — | — | — | — | — | — | — | 16,459(25) | 554,504 |

  146. Outstanding Equity Awards as of December 31, 2023

    | (1) Non-qualified stock option awards typically vest over a four-year period and, in certain instances, may fully vest upon a change in control of Option Care Health. These awards also typically have an exercise price that may not be less than 100% of its fair market value on the date of grant and are exercisable ten years after the date of grant, subject to earlier termination in certain circumstances. |

  147. Outstanding Equity Awards as of December 31, 2023

    | (2) The value of the unvested RSUs and PSUs is based on our closing stock price as of December 29, 2023 (the last trading day of 2023) of $33.69. Outstanding RSUs typically vest in four equal annual installments on each of the first four anniversaries of the grant date, subject to continued service with us. |

  148. Outstanding Equity Awards as of December 31, 2023

    | (3) Represents non-qualified stock options granted under the EIP that vested 50% on February 23, 2023 and 25% on February 23, 2024, and which are scheduled to vest 25% on February 23, 2025. |

  149. Outstanding Equity Awards as of December 31, 2023

    | (4) Represents non-qualified stock options granted under the EIP that vested 25% on February 21, 2022, 25% on February 21, 2023, and 25% on February 21, 2024, and which are scheduled to vest 25% on February 21, 2025. |

  150. Outstanding Equity Awards as of December 31, 2023

    | 2024 Proxy Statement | 64 |

  151. Outstanding Equity Awards as of December 31, 2023

    | (5) Represents non-qualified stock options granted under the EIP that vested 25% on February 17, 2023, 25% on February 17, 2024, and which are scheduled to vest 25% on February 17, 2025 and 25% of February 17, 2026. |

  152. Outstanding Equity Awards as of December 31, 2023

    | (6) Represents non-qualified stock options granted under the EIP that vested 50% on March 9, 2022, 25% on March 9, 2023, and 25% on March 9, 2024. |

  153. Outstanding Equity Awards as of December 31, 2023

    | (7) Represents non-qualified stock options granted under the EIP that vested 25% on May 19, 2023, and which are scheduled to vest 25% on May 19, 2024, 25% on May 19, 2025, and 25% on May 19, 2026. |

  154. Outstanding Equity Awards as of December 31, 2023

    | (8) Represents vested and exercisable non-qualified stock options granted under the EIP. |

  155. Outstanding Equity Awards as of December 31, 2023

    | (9) Represents non-qualified stock options granted under the EIP that are scheduled to vest 100% on October 26, 2024. |

  156. Outstanding Equity Awards as of December 31, 2023

    | (10) Represents non-qualified stock options granted under the EIP that are scheduled to vest 100% on February 22, 2026. |

  157. Outstanding Equity Awards as of December 31, 2023

    | (11) Represents non-qualified stock options granted under the EIP that vested 25% on February 22, 2024, and which are scheduled to vest 25% on February 22, 2025, 25% on February 22, 2026, and 25% on February 22, 2027. |

  158. Outstanding Equity Awards as of December 31, 2023

    | (12) Represents non-qualified stock options granted under the EIP that are scheduled to vest 100% on October 21, 2024. |

  159. Outstanding Equity Awards as of December 31, 2023

    | (13) Represents RSUs granted under the EIP that vested 50% on February 23, 2023 and 25% on February 23, 2024, and which are scheduled to vest 25% on February 23, 2025. |

  160. Outstanding Equity Awards as of December 31, 2023

    | (14) Represents RSUs granted under the EIP that are scheduled to vest 100% on October 26, 2024. |

  161. Outstanding Equity Awards as of December 31, 2023

    | (15) Represents RSUs granted under the EIP that vested 25% on February 21, 2023 and 25% on February 21, 2024, and which are scheduled to vest 25% on February 21, 2025 and 25% on February 21, 2026. |

  162. Outstanding Equity Awards as of December 31, 2023

    | (16) Represents RSUs granted under the EIP that are scheduled to vest 100% on February 22, 2026. |

  163. Outstanding Equity Awards as of December 31, 2023

    | (17) Represents RSUs granted under the EIP that vested 25% on February 22, 2024, and which are scheduled to vest 25% on February 22, 2025, 25% on February 22, 2026, and 25% on February 22, 2027. |

  164. Outstanding Equity Awards as of December 31, 2023

    | (18) Represents RSUs granted under the EIP that are scheduled to vest 100% on October 21, 2024. |

  165. Outstanding Equity Awards as of December 31, 2023

    | (19) Represents RSUs granted under the EIP that vested 25% on February 17, 2023 and 25% on February 17, 2024, and which are scheduled to vest 25% on February 17, 2025 and 25% on February 17, 2026. |

  166. Outstanding Equity Awards as of December 31, 2023

    | (20) Represents RSUs granted under the EIP that vested 50% on March 9, 2022, 25% on March 9, 2023, and 25% on March 9, 2024. |

  167. Outstanding Equity Awards as of December 31, 2023

    | (21) Represents RSUs granted under the EIP that are scheduled to vest 100% on May 19, 2025 |

  168. Outstanding Equity Awards as of December 31, 2023

    | (22) Represents RSUs granted under the EIP that vested 25% on May 19, 2023, and which are scheduled to vest 25% on May 19, 2024, 25% on May 19, 2025 and 25% on May 19, 2026. |

  169. Outstanding Equity Awards as of December 31, 2023

    | (23) Represents PSUs that were earned as to 200% of the target shares and vested on February 23, 2024. |

  170. Outstanding Equity Awards as of December 31, 2023

    | (24) Represents PSUs that were earned as to 200% of the target shares and vest on February 21, 2025. |

  171. Outstanding Equity Awards as of December 31, 2023

    | (25) Represents target number of PSUs granted under the EIP that are scheduled to vest 100% on February 22, 2026. |

  172. Outstanding Equity Awards as of December 31, 2023

    | (26) Represents PSUs that were earned as to 200% of the target shares and vest on February 17, 2025. |

  173. Outstanding Equity Awards as of December 31, 2023

    | (27) Represents PSUs granted under the EIP that are scheduled to vest 100% on May 19, 2025. |

  174. Options Exercised and Stock Vested During 2023

    Options Exercised and Stock Vested During 2023 The following table shows information regarding the stock options exercised and the vesting of stock awards during 2023 previously granted to our NEOs.

  175. Options Exercised and Stock Vested During 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Exercise (#)(3) | Value Realized on Exercise ($)(4) | | John C. Rademacher | — | — | 37,445 | 1,158,241 | | Michael Shapiro | — | — | 11,560 | 359,561 | | Luke Whitworth | — | — | 9,026 | 284,455 | | Collin G. Smyser | — | — | 812 | 23,215 | | Michael Bavaro | 4,605 | 48,848 | 2,361 | 72,521 | | Richard Denness | — | — | 12,915 | 405,059 |

  176. Options Exercised and Stock Vested During 2023

    | (1) Reflects the aggregate gross number of options exercised and includes any shares used to exercise such options and satisfy applicable taxes. |

  177. Options Exercised and Stock Vested During 2023

    | (2) The value equals our stock price on the exercise date, minus the per share exercise price of the non-qualified stock option, multiplied by the number of shares acquired on exercise. |

  178. Options Exercised and Stock Vested During 2023

    | 2024 Proxy Statement | 65 |

  179. Options Exercised and Stock Vested During 2023

    | (3) Reflects the aggregate gross number of RSUs that vested and were settled during 2023, and includes any amounts withheld for applicable taxes. |

  180. Options Exercised and Stock Vested During 2023

    | (4) The value equals our stock price on the vesting date multiplied by the number of shares acquired on vesting. |

  181. Payments Upon Termination or Change of Control (As of December 31, 2023)

    Payments Upon Termination or Change of Control (As of December 31, 2023)

  182. Potential Payments Table

    Potential Payments Table The following table discloses the potential payments and benefits, other than those available generally on a nondiscriminatory basis to all U.S. salaried employees, provided upon a change of control or termination of employment for each of the continuing NEOs, calculated as if the change of control or termination of employment had occurred on December 31, 2023:

  183. Potential Payments Table

    | Name | Severance ($) | Accelerated Vesting of Equity ($)(1) | Total ($) | | John C. Rademacher(2) | | | | | Termination without cause | 2,827,799 | — | 2,827,799 | | Termination due to death or disability | 2,800,000 | — | 2,800,000 | | Change in control (termination without cause within 12 months) | 2,827,799 | 25,944,380 | 28,772,179 | | Resignation with “good reason” following a Sale of the Company | 2,827,799 | 25,944,380 | 28,772,179 | | Michael Shapiro(3) | | | | | Termination without cause | 1,167,799 | — | 1,167,799 | | Termination due to death or disability | 2,040,000 | — | 2,040,000 | | Change in control (termination without cause within 12 months) | 1,167,799 | 10,376,423 | 11,544,221 | | Resignation with “good reason” following a Sale of the Company | 1,167,799 | 10,376,423 | 11,544,221 | | Luke Whitworth(4) | | | | | Termination without cause | 1,072,799 | — | 1,072,799 | | Termination due to death or disability | 1,870,000 | — | 1,870,000 | | Change in control (termination without cause within 12 months) | 1,072,799 | 4,146,481 | 5,219,280 | | Collin G. Smyser(4) | | | | | Termination without cause | 796,737 | — | 796,737 | | Termination due to death or disability | 1,462,500 | — | 1,462,500 | | Change in control (termination without cause within 12 months) | 796,737 | 1,827,053 | 2,623,789 | | Michael Bavaro(4) | | | | | Termination without cause | 694,554 | — | 694,554 | | Termination due to death or disability | 1,307,250 | — | 1,307,250 | | Change in control (termination without cause within 12 months) | 694,554 | 1,668,145 | 2,362,699 |

  184. Potential Payments Table

    | (1) Represents the value of accelerated vesting of option, PSU and RSU awards. Please see “Compensation Discussion and Analysis—Payments Upon Termination or Change of Control (As of December 31, 2023)” for information regarding vesting upon a change in control of Option Care Health and upon employment termination. |

  185. Potential Payments Table

    | (2) Pursuant to his employment agreement as in effect as of December 31, 2023, in the event of a termination of Mr. Rademacher’s employment by us without cause (or by Mr. Rademacher’s resignation within 30 days following a sale of the company in which he is not retained in his current or comparable position at a principal work location within 75 miles of his principal work location at the time of such sale), he would have been entitled to (i) base salary continuation for 18 months; (ii) continue to participate in health benefit plans for senior executive employees for a period of 18 months; (iii) any unpaid annual bonus amount earned for any completed fiscal year (as 2022 annual bonuses had been paid by December 31, 2023, no amount is included in the table above in respect of fiscal year 2022 bonuses); and (iv) a pro rata bonus for the fiscal year in which such termination occurs (as the table above assumes a termination of employment occurring on December 31, 2023, the full amount of his annual bonus for fiscal year 2023 is included). |

  186. Potential Payments Table

    | (3) Pursuant to his employment agreement as in effect as of December 31, 2023, in the event of a termination of Mr. Shapiro’s employment by us without cause (or by Mr. Shapiro’s resignation within 30 days following a sales of the company in which he is not retained in his current or comparable position at a principal work location within 75 miles of his principal work location at the time of such sale), he would have been entitled to (i) base salary continuation for 12 months; (ii) continue to participate in health benefit plans for senior executive employees for a period of 12 months; (iii) any unpaid annual bonus amount earned for any completed fiscal year (as 2022 annual bonuses had been paid by December 31, 2023, no amount is included in the table above in respect of fiscal year 2022 bonuses); and (iv) a pro rata bonus for the fiscal year in which such termination occurs (as the table above assumes a termination of employment occurring on December 31, 2023, the full amount of his annual bonus for fiscal year 2023 is included). |

  187. Potential Payments Table

    | 2024 Proxy Statement | 69 |

  188. Potential Payments Table

    | (4) Pursuant to the terms of the Executive Severance Plan as in effect as of December 31, 2023, in the event that their employment was terminated by us without cause during the twelve-month period following a change in control while actively at work or on an approved disability, military or family/medical leave at the time of termination, each of Mr. Whitworth, Mr. Smyser and Mr. Bavaro would have received 12 months of base salary and a prorated bonus payment for 2023, as well as a cash payment equal to the cost of 12 months of continued COBRA coverage. |

  189. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our President and Chief Executive Officer, John C. Rademacher, to the annual total compensation of our median employee. The 2023 annual total compensation of Mr. Rademacher is $16,613,200, the 2023 annual total compensation of our median employee is $50,203, and the ratio of these amounts is 331 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our information systems and the methodology described below. Because SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a wide variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and types of workforces and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. In 2023, we selected a new median employee. We identified this new median employee as of December 31, 2023, taking into account all of our 7,713 full-time, part-time, and per diem hourly employees, excluding Mr. Rademacher. We utilized actual earned wages reported for tax purposes for 2023 as the consistently applied compensation measure as of December 31, 2023 to identify the median employee. We calculated the total compensation of this new median employee for 2023 using the same methodology that was used for our NEOs as set forth in “2023 Summary Compensation Table” above.

  190. CEO Pay Ratio

    | 2024 Proxy Statement | 70 |

  191. Pay-Versus-Performance Table

    | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3)(4) | Value of Initial Fixed $100 Investment Based On | | Net Income ($ in millions) | Adjusted EBITDA ($ in millions)(6) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(5) | | | | 2023 | 16,613,200 | 22,231,884 | 3,647,608 | 4,661,216 | 225.80 | 121.70 | 267.1 | 425.2 | | 2022 | 6,754,639 | 10,072,293 | 1,943,041 | 286,518 | 201.68 | 116.36 | 150.6 | 342.9 | | 2021 | 8,418,659 | 13,139,273 | 3,292,294 | 4,992,770 | 190.62 | 145.57 | 139.9 | 289.8 | | 2020 | 1,137,554 | 1,137,554 | 1,118,132 | 1,085,922 | 104.83 | 133.00 | (8.1) | 221.7 |

  192. Pay-Versus-Performance Table

    | (2) The dollar amounts reported represent the amount of “compensation actually paid” as calculated in accordance with SEC rules. “Compensation actually paid” represents a new required calculation of compensation that differs significantly from the “Summary Compensation Table” calculation of compensation, each NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the “Compensation Discussion and Analysis” above. The amounts in the table above are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to equity awards that remain subject to forfeiture if the vesting conditions are not satisfied. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in a manner consistent with the fair value methodology used for financial reporting purposes. |

  193. Pay-Versus-Performance Table

    | (4) Compensation actually paid for 2022 as reflected in last year’s disclosure has been adjusted to incorporate an additional grant of equity that was forfeited. |

  194. Pay-Versus-Performance Table

    | (6) Adjusted EBITDA is the financial measure that was determined to be the most important financial performance measure linking “compensation actually paid” to our NEOs to company performance for 2023, and therefore was selected as the 2023 “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K under the Exchange Act. Adjusted EBITDA 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. |

  195. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with SEC rules, the charts below illustrate how “compensation actually paid” to our NEOs aligns with our financial performance as measured by our total shareholder return, our peer group total shareholder return, our net income, and our Adjusted EBITDA.

  196. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2024 Proxy Statement | 73 |

  197. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2024 Proxy Statement | 74 |

  198. Features of the Restated EIP

    | • | Limit on non-employee director compensation. The Restated EIP subjects all compensation paid to individual Non-Employee Directors under the Restated EIP to an annual limit of $500,000. |