DEF 14A of Option Care Health, Inc.
Filed Apr 8, 2026 · FY20250001140361-26-013825
2026 Director Nominees
2026 Director Nominees
2026 Director Nominees
| Name | Age | Years on the Board | Independent | # of Other U.S. Public Company Boards | Audit and Finance Committee | Compensation Committee | Nominating and Corporate Governance Committee | Quality, Technology and Compliance Committee | | Elizabeth D. Bierbower | 67 | 4 | Yes | 1 | Member | | | Member | | Barbara W. Bodem | 58 | 2 | Yes | 2 | Member | | Member | | | Eric K. Brandt | 63 | 2 | Yes | 3 | | Member | | Member | | Natasha Deckmann, M.D. | 49 | 4 | Yes | 0 | | | Member | Chair | | Harry M. Jansen Kraemer, Jr. | 71 | 7 | Yes | 1 | Member | | Chair | | | R. Carter Pate | 71 | 11 | Yes | 1 | Chair | | | | | John C. Rademacher | 59 | 7 | No | 0 | | | | | | Timothy P. Sullivan | 68 | 7 | Yes | 0 | | Member | | | | Norman L. Wright | 61 | 2 | Yes | 1 | | Chair | Member | |
Election of Directors
Election of Directors The Board has nominated Elizabeth D. Bierbower, Barbara W. Bodem, Eric K. Brandt, Natasha Deckmann, M.D., Harry M. Jansen Kraemer, 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. All of the nominees currently serve as directors. Elizabeth Q. Betten and David W. Golding, each of whom are currently directors, have not been nominated for re-election at the Annual Meeting. Each of the 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 nine nominees. If 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.
Director Nominee Biographies
Director Nominee Biographies Presented below is information regarding the 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 information provided, including the age, principal occupation, public directorships held, and other details about each nominee, is as of April 1, 2026.
Director Nominee Biographies
| Harry M. Jansen Kraemer, Jr. | | | Independent Board Chair Independent Director Since: 2019 Age: 71 | Committees: • Audit and Finance • Nominating and Corporate Governance (Chair) | | Experience • Clinical Professor of Management and Strategy at the Kellogg School of Management at Northwestern University (2005-Present) • Executive Partner of MDP, a private equity firm (2005-2025) • 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) | Former U.S. Public Company Boards (within last five years) • DENTSPLY Sirona Inc. |
Director Nominee Biographies
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Director Nominee Biographies
| Elizabeth D. Bierbower | | | Independent Director Since: 2022 Age: 67 | Committees: • Audit and Finance • Quality, Technology 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 publicly- and privately-held companies | | Other U.S. Public Company Boards • Progyny, Inc. (2025-Present) | |
Director Nominee Biographies
| Barbara W. Bodem | | | Independent Director Since: 2024 Age: 58 | Committees: • Audit and Finance • 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) | Former U.S. Public Company Boards (within last five years) • Syneos Health, Inc. • Turning Point Therapeutics, Inc. |
Director Nominee Biographies
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Director Nominee Biographies
| Eric K. Brandt | | | Independent Director Since: 2024 Age: 63 | Committees: • Compensation • Quality, Technology and Compliance | | 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, including as its Chief Financial Officer (1999-2005) • 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 • Nutanix, Inc. (2025-Present) • Gen Digital Inc. (2020-Present) • Lam Research Corporation (2010-Present) | Former U.S. Public Company Boards (within last five years) • Altaba Inc.(1) • DENTSPLY Sirona Inc. • The Macerich Company |
Director Nominee Biographies
| (1) As discussed in “—Director Nomination Process—Directors’ Other Board Commitments” above, Altaba Inc. was delisted in October 2019 and is currently in the process of a stockholder-approved plan of dissolution and liquidation. In light of these circumstances, the Board and the Nominating and Corporate Governance Committee do not believe this constitutes service on a public company board for the purpose of the limit on the number of commitments directors can have to other public company boards contained in our Corporate Governance Guidelines. |
Director Nominee Biographies
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Director Nominee Biographies
| Natasha Deckmann, M.D. | | | Independent Director Since: 2022 Age: 49 | Committees: • Nominating and Corporate Governance • Quality, Technology and Compliance (Chair) | | Experience • Chief Executive Officer (2025-Present), President (2024-2025) and Chief Transformation Officer (2024) of Tivity Health, Inc., a leading, national provider of health and well-being solutions designed to support healthier, more active lives • 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) • Positions of increasing responsibility at Marsh Inc., a global insurance broker and risk advisor (2006-2012), including as Chief Operating Officer of Marsh 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 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 • None | Former U.S. Public Company Boards (within last five years) • Senior Connect Acquisition Corp. I |
Director Nominee Biographies
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Director Nominee Biographies
| R. Carter Pate | | | Independent Director Since: 2015 Age: 71 | Committees: • Audit and Finance (Chair) | | 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, Inc. | | Other U.S. Public Company Boards • Purple Innovation, Inc. (2023-Present) | Former U.S. Public Company Boards (within last five years) • None |
Director Nominee Biographies
| John C. Rademacher | | | President and Chief Executive Officer, Option Care Health Director Since: 2019 Age: 59 | | | 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 25 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(1) | |
Director Nominee Biographies
| (1) Mr. Rademacher is on the board of directors of Thrivent Financial for Lutherans, a privately-held Fortune 500 financial services company. |
Director Nominee Biographies
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Director Nominee Biographies
| Timothy P. Sullivan | | | Independent Director Since: 2015 Age: 68 | Committees: • Compensation | | Experience • Vice Chair (2024-Present), Co-Chief Executive Officer (2023-2024), Co-President (2022–2023) and Co-Founder, Managing Director, and Co-Head of Health Care (1992–2022) of MDP | 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 | |
Director Nominee Biographies
| Norman L. Wright | | | Independent Director Since: 2024 Age: 61 | Committees: • Compensation (Chair) • 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 of Global 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 • Nearly 40 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 U.S. Public Company Boards • First Solar, Inc. (2022-Present) | |
Director Nominee Biographies
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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.
Non-Employee Director Compensation
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2025 Non-Employee Director Compensation Program
2025 Non-Employee Director Compensation Program For 2025, the Compensation Committee did not recommend any changes to the compensation program for Non-Employee Directors. All Non-Employee Directors continued to receive both an annual cash retainer and an annual grant of restricted stock units (“RSUs”) for their service on the Board. The below table sets forth the Non-Employee Director compensation program for 2025:
2025 Non-Employee Director Compensation Program
| Name | Cash ($) | Value of RSUs ($) | | All Non-Employee Directors | 100,000 | 160,000 | | Board Chair | 125,000 | — | | Audit and Finance Committee Chair | 30,000 | — | | Finance and Investment Committee Chair | 15,000 | — | | All Other Board Committee Chairs | 20,000 | — | | Audit and Finance Committee Member | 11,000 | — | | Finance and Investment Committee Member | 5,000 | — | | All Other Board Committee Members | 7,500 | — |
Equity-Based Awards
Equity-Based Awards A significant portion of the compensation for each Non-Employee Director is provided through equity awards. In May 2025, each Non-Employee Director received an RSU award. The number of shares underlying the award was determined by dividing $160,000 by the per-share closing price of our common stock on the grant date, rounded up to the nearest factor of three for equal pro-rata vesting. These equity awards were granted pursuant to our Amended and Restated 2018 Equity Incentive Plan (the “EIP”) and vest in equal amounts on each of the first three anniversaries of the grant date. Vesting accelerates in the event of a change in control or termination of service for any reason other than for cause.
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation The table below provides information about the compensation earned in 2025 by Non-Employee Directors who served on the Board during the year. Please see the “2025 Summary Compensation Table” below for the compensation received by Mr. Rademacher as our President and Chief Executive Officer with respect to 2025.
2025 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Elizabeth Q. Betten | 122,500 | 160,000 | 282,500 | | Elizabeth D. Bierbower | 118,500 | 160,000 | 278,500 | | Barbara W. Bodem | 118,500 | 160,000 | 278,500 | | Eric K. Brandt(3) | 118,537 | 160,000 | 278,537 | | Natasha Deckmann, M.D. | 132,500 | 160,000 | 292,500 | | David W. Golding | 107,500 | 160,000 | 267,500 | | Harry M. Jansen Kraemer, Jr. | 256,000 | 160,000 | 416,000 | | R. Carter Pate | 135,000 | 160,000 | 295,000 | | Timothy P. Sullivan | 107,500 | 160,000 | 267,500 | | Norman L. Wright | 127,500 | 160,000 | 287,500 |
2025 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: Dr. Deckmann: 627 RSUs; Mr. Golding: 3,381 RSUs; Mr. Kraemer: 8,022 RSUs; and Mr. Sullivan: 3,381 RSUs. |
2025 Non-Employee Director Compensation
| (2) As discussed above, in May 2025, each then-serving Non-Employee Director received an RSU award. In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of such award ($160,000), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“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 ($31.79). 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, 2025 (the “2025 Annual Report”) for more information. |
2025 Non-Employee Director Compensation
| The following stock awards were outstanding as of December 31, 2025: Ms. Betten: 10,979 RSUs; Ms. Bierbower: 10,358 RSUs; Ms. Bodem: 9,738 RSUs; Mr. Brandt: 8,584 RSUs; Dr. Deckmann: 11,425 RSUs; Mr. Golding: 15,370 RSUs; Mr. Kraemer: 28,781 RSUs; Mr. Pate: 11,623 RSUs; Mr. Sullivan: 14,301 RSUs; and Mr. Wright: 9,738 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. |
2025 Non-Employee Director Compensation
| (3) Mr. Brandt was appointed to serve as a member of the Quality, Technology and Compliance Committee effective July 25, 2025. For this partial year of additional committee service, in July 2025, Mr. Brandt received a prorated cash retainer of $6,037. |
2025 Non-Employee Director Compensation
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Officers
Officers This section provides details about our executive officers as of April 1, 2026, other than Mr. Rademacher, our President and Chief Executive Officer. For information about Mr. Rademacher, see “Proposal 1: Election of Directors—Director Nominee Biographies” above.
Officers
| Femi Adewunmi, M.D. | | Age: 52 | | • Chief Medical Officer (since April 2024) • Responsible for our quality and clinical services, value-based care strategies, and the use of data analytics to help enhance clinical outcomes and patient care • More than 17 years of executive leadership experience managing healthcare operations, including at Carelon Health, Sound Physicians (a national provider of hospital-based physician services, post-acute services, and value-based care), and UNC Health • 25 years of experience as a health care provider specializing in internal medicine and hospital medicine • Holds an M.D. in internal medicine from the University of Ibadan in Nigeria and an M.B.A. from the Fuqua School of Business at Duke University |
Officers
| Michael Bavaro | | Age: 48 | | • Chief Human Resources Officer (since March 2022) and Chief Diversity Officer (since August 2020) • Responsible for leading our human resources, communications, and DE&I functions • Previously served as our Vice President of Human Resources (December 2015-March 2022) • Past roles at Blue Cross and Blue Shield, Career Education Corporation, and United Airlines • Active duty and reserve Navy veteran and retired Air Force Captain (retired in January 2025) • Holds a B.S. in Nuclear Engineering Technology from Thomas Edison State University and an M.B.A. from Keller Graduate School of Management at DeVry University |
Officers
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Officers
| Christopher L. Grashoff | | Age: 46 | | • Chief Growth Officer (since December 2023) • Responsible for leading our specialty commercial and sales operations • Joined Option Care Health in May 2019 and held various roles, including SVP, Chronic Sales and Marketing (November 2023-December 2023); SVP, Ambulatory Infusion Suites and New Business Ventures (June 2022-November 2023); and VP, New Venture Operations & Patient Experience (January 2021-June 2022) • Over 20 years of global healthcare experience, including at Baxter and Eli Lilly & Co. • Holds a B.A. in economics from DePauw University and an M.B.A. from Harvard Business School |
Officers
| Meenal A. Sethna | | Age: 56 | | • Chief Financial Officer (since October 2025) • Responsible for leading our finance, accounting, treasury, investor relations, and information technology functions • Previous roles at Littelfuse, Inc. (2016-September 2025); Illinois Tool Works Inc; Motorola Inc.; and Baxter • Certified public accountant in Illinois • Holds a B.A. from the University of Illinois-Urbana and an M.B.A. from the Kellogg School of Management at Northwestern University • Serves on the board of directors of SPX Technologies, Inc.; chair of the audit committee and a member of the governance & sustainability committee |
Officers
| Collin G. Smyser | | Age: 47 | | • General Counsel and Corporate Secretary (since April 2022) • Responsible for overseeing our legal, compliance, strategy, corporate development and public policy functions • Previous roles at Elanco Animal Health, a publicly-traded global leader in the animal health pharmaceutical industry (October 2021-April 2022); Kimberly-Clark Corporation, a publicly-traded global consumer products manufacturer (February 2018-October 2021); and Walgreens Boots Alliance, Inc., a publicly-traded global integrated healthcare, pharmacy and retail company (March 2015-February 2018) • Began his career in private practice at Allen & Overy LLP in London, England and Winston & Strawn LLP in Chicago, Illinois • Holds a B.A. and M.A. in economics from the University of Southern California and a J.D. from Stanford Law School |
Officers
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Officers
| Luke Whitworth | | Age: 45 | | • Chief Operating Officer (since January 2023) • Responsible for leading our acute commercial team and operations, including pharmacy, nursing, nutrition, patient registration, and revenue cycle management teams • Previously served as our Senior Vice President, Specialty Operations & Patient Administration (August 2022-January 2023); Senior Vice President, Revenue Cycle Management (October 2019-August 2022); and Vice President, Operational Excellence and Revenue Cycle Management (April 2018-October 2019) • Nearly 15 years at Cardinal Health in roles of increasing responsibility across sales and general management, corporate development, and finance • Holds a B.S.B.A. in Finance from The Ohio State University and an M.B.A. in General Management from the Stephen M. Ross School of Business at the University of Michigan |
Officers
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2025 Compensation Program Design
| • Base Salaries: Market-competitive fixed pay designed to attract and retain leaders. | | • Annual Cash Incentives: At-risk cash opportunity based on financial and individual performance. | | • LTI Awards: Mix of 60% performance share units (“PSUs”) and 40% time-based RSUs designed to focus NEOs on long-term, sustainable stockholder value creation. |
2025 Key Compensation Actions
| • Base Salaries: Increased Mr. Grashoff’s base salary to more closely align with market benchmarks and our compensation philosophy; all other NEOs’ base salaries were unchanged. | | • Annual Cash Incentives: Maintained 2025 MIP targets at 2024 levels for NEOs; actual payouts ranged from 90% to 119% of target, reflecting financial and individual performance. | | • LTI Awards: Granted 2025 awards using a 60% PSU / 40% RSU mix; increased target grant values for all NEOs (except Ms. Sethna, who received a new-hire RSU award) to help ensure total direct compensation remained competitive with market benchmarks. |
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 RSUs | | | Dodd-Frank clawback policy plus a supplemental clawback 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 benefits for the NEOs | | |
Compensation Philosophy and Strategy
| • | To align our executives’ interests with those of our stockholders, thereby ensuring a focus on long-term value creation; |
Compensation Philosophy and Strategy
| • | To encourage our successful executives to remain with us for the long-term; and |
Independent Compensation Consultant
Independent Compensation Consultant The Compensation Committee has exclusive authority to engage external advisors, including compensation consultants, to support its review of current and proposed executive compensation programs. In selecting and overseeing any compensation consultant, the Committee evaluates the consultant’s independence in accordance with applicable SEC and Nasdaq requirements. For 2025, the Compensation Committee engaged Pearl Meyer as its independent compensation consultant. As part of its engagement, Pearl Meyer reviewed our executive compensation peer group and conducted a competitive compensation analysis for our NEOs. Pearl Meyer also supported the committee in several areas, including developing compensation recommendations for our President and Chief Executive Officer and other NEOs, evaluating performance metrics under variable incentive plans, and performing a compensation risk assessment. In addition, Pearl Meyer provided the committee with presentations on emerging trends and regulatory developments in executive compensation. At the Compensation Committee’s request, representatives of Pearl Meyer attend Compensation Committee meetings and participate in executive sessions without management present. Pearl Meyer reports directly to the Chair of the Compensation Committee and works with our management team only as directed by the Compensation Committee. During 2025, Pearl Meyer did not provide any additional advice or services to us or management. The Compensation Committee 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.
Independent Compensation Consultant
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Compensation Peer Group
Compensation Peer Group In consultation with Pearl Meyer, the Compensation Committee conducts an annual review of the compensation levels and practices of peer companies to evaluate the competitiveness of our pay levels and plan designs. Each year, the Compensation Committee, together with its independent compensation consultant, also reviews the composition of our executive compensation peer group. For 2024, in connection with the benchmarking process for 2025 executive compensation, the Compensation Committee approved several changes:
Compensation Peer Group
| • | Brookdale Senior Living Inc. was removed; and |
Compensation Peer Group
| • | Addus HomeCare Corporation, AdaptHealth Corporation, agilon health, inc., BrightSpring Health Services, Inc., Enhabit Inc., and Labcorp Holdings Inc. were added. |
Compensation Peer Group
These modifications were made to include companies with market capitalizations and revenues within the committee’s specified parameters, maintain an appropriately sized peer group, better align sector and industry representation, help ensure consistency with our size and business characteristics, and incorporate key competitors. For 2025 compensation decisions, the peer group consisted of:
Compensation Peer Group
| Acadia Healthcare Company, Inc. (ACHC) | Enhabit Inc. (EHAB) | | AdaptHealth Corp. (AHCO) | Encompass Health Corporation (EHC) | | Addus HomeCare Corporation (ADUS) | The Ensign Group, Inc. (ENSG) | | agilon health, inc. (AGL) | Labcorp Holdings Inc. (LH) | | Amedisys, Inc. (AMED) | Owens & Minor, Inc. (OMI) | | AMN Healthcare Services, Inc. (AMN) | Patterson Companies, Inc. (PDCO) | | BrightSpring Health Services, Inc. (BTSG) | Quest Diagnostics Incorporated (DGX) | | Chemed Corporation (CHE) | Select Medical Holdings Corporation (SEM) | | DaVita Inc. (DVA) | Surgery Partners, Inc. (SGRY) |
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 0.25x to 4.0x and 0.4x to 2.5x, 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. Our peer group does not include companies exclusively in the home and alternate site infusion industry because there are limited 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.
Establishing Performance Metrics and Setting Targets
Establishing Performance Metrics and Setting Targets When establishing performance metrics and targets, including the related threshold and maximum target levels, the Compensation Committee considers a number of factors, including:
Establishing Performance Metrics and Setting Targets
| • | Corporate strategy; |
Establishing Performance Metrics and Setting Targets
| • | Macroeconomic and industry conditions; |
Establishing Performance Metrics and Setting Targets
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Establishing Performance Metrics and Setting Targets
| • | Annual budgets and long-term operating plans; |
Establishing Performance Metrics and Setting Targets
| • | Performance history; |
Establishing Performance Metrics and Setting Targets
| • | Input from its independent compensation consultant and management; and |
Establishing Performance Metrics and Setting Targets
| • | The difficulty of reaching the targets considering the above factors. |
Establishing Performance Metrics and Setting Targets
The Compensation Committee established the performance metrics, weightings and targets for the MIP component of our 2025 executive compensation program in December 2024, and for the long-term PSUs issued under the EIP in February 2025. The Compensation Committee believes that the target performance levels set for 2025 remained rigorous and demanding. In particular, the 2025 financial targets represented year-over-year growth, which the Compensation Committee believes, based on feedback from its independent compensation consultant, were aligned with the growth and performance expectations of companies in our peer group. Furthermore, the Compensation Committee seeks to set performance targets that measure our operating results and the success of our management team in achieving our annual operating plan and long-term growth plan. Therefore, the Compensation Committee believes the use of certain non-GAAP metrics, such as Adjusted EBITDA, to measure our financial performance is appropriate. This approach allows the committee to evaluate our performance without factoring in elements beyond management’s control, aligning pay with performance objectives commonly used by stockholders and other members of the financial community to assess our performance.
Base Salary
Base Salary The Compensation Committee sets annual base salaries at levels intended to attract, retain, motivate and reward a leadership team capable of sustaining long-term growth and value creation for our stockholders. In setting base salaries, the Compensation Committee generally considers compensation levels for similarly-situated executive officers in our compensation peer group and may position salaries within that range based on factors such as each NEOs expertise, performance, and scope of responsibilities. Base salaries are typically reviewed annually as part of the performance review process and may also be adjusted in connection with a promotion or other change in job responsibilities. In 2025, Mr. Grashoff’s base salary was increased to bring his base salary closer to peer group median for similar roles and to reflect his increased tenure as Chief Growth Officer. In connection with Mr. Shapiro’s transition from Chief Financial Officer to a non-executive Strategic Advisor role on October 1, 2025, his base salary was reduced from $615,000 to $246,000 as of that date. All other NEO base salaries were unchanged from 2024. The following table sets forth the 2024 and 2025 base salaries for each of the NEOs.
Annual Cash Incentive Program
Annual Cash Incentive Program
Award Targets
Award Targets Our NEOs are eligible to earn annual cash incentives under the MIP, a variable, performance-based program designed to reward achievement of our annual financial objectives. The MIP directly links short-term incentive payouts to our performance by tying awards to measurable, companywide financial results. Each NEO’s target award opportunity is established as a percentage of base salary and is designed to reflect our compensation philosophy and align with median benchmark data provided by Pearl Meyer. For 2025, Mr. Rademacher, our President and Chief Executive Officer, had a target award opportunity equal to 150% of his base salary. Target award opportunities for the other NEOs ranged from 75% to 90% of base salary. The table below presents each NEO’s 2024 and 2025 MIP target opportunity.
Award Targets
| Name | 2024 MIP Target | 2025 MIP Target | Year-Over- Year Change | | John C. Rademacher | 130% | 150% | 15.4% | | Meenal A. Sethna | —(1) | 90% | N/A | | Luke Whitworth | 90% | 90% | — | | Collin G. Smyser | 75% | 75% | — | | Christopher L. Grashoff | 90% | 90% | — | | Michael Shapiro | 90% | 90% | — |
Performance Metrics
Performance Metrics For 2025, MIP awards for corporate-level management, including the NEOs, were determined based on company-wide financial performance and achievement of individual performance objectives. Payouts under the MIP were conditioned on meeting a minimum performance threshold (the “OPCH Funding Gate”) tied to a specific EBITDA measure (“Incentive EBITDA”). For this purpose, Incentive EBITDA was defined as net income adjusted to exclude net interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, loss on extinguishment of debt, and restructuring, acquisition, integration, and bonus expenses. The Compensation Committee selected this metric because it reflects the level of earnings we should generate before funding annual cash incentive awards. If the OPCH Funding Gate was not achieved, no MIP payouts would have been made for 2025. The Compensation Committee established an OPCH Funding Gate as measured by Incentive EBITDA of $444.15 million, and we achieved actual Incentive EBITDA of $471.30 million for 2025. As a result, the OPCH Funding Gate was achieved and the MIP payouts were determined based on achievement of the financial and individual performance goals described below. 50% of each NEO’s annual cash incentive award was subject to overall company results as measured by Adjusted EBITDA. For these purposes, we defined Adjusted EBITDA as net income before net interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, loss on extinguishment of debt, and restructuring, acquisition, integration and other expenses, which is consistent with how we report Adjusted EBITDA in our annual and quarterly financial results. Please refer to the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure in Appendix A of this Proxy Statement. 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.
Performance Metrics
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Performance Metrics
In setting the Adjusted EBITDA performance goals for 2025, the Compensation Committee established a threshold of $444.15 million, a target of $465 million, and a maximum of $499.23 million. The committee believed these goals were appropriately calibrated to be challenging yet achievable and to reflect solid expected financial performance for the year, with the 2025 target representing an approximately 5% increase over actual 2024 results. The Compensation Committee structured the payout curve for the 50% portion of the short-term incentive award tied to the Adjusted EBITDA metric so that achieving the threshold performance level would result in a payout equal to 50% of the target opportunity. If maximum performance was achieved, the payout would be capped at 200% of the target opportunity. No payout would be made if performance fell below the threshold level. An additional 30% of each NEO’s 2025 annual cash incentive opportunity was tied to overall company revenue (together with Adjusted EBITDA, the “OPCH Performance Targets”). This revenue-based component could pay out from 0% of target up to a maximum of 200% of target. For 2025, the Compensation Committee established a threshold revenue goal of $4,934 million, a target of $5,334 million, and a maximum of $6,054 million. The committee believes these goals were also set at levels intended to be challenging yet achievable and reflective of solid anticipated financial performance for the year, with the 2025 target representing an approximately 7% increase over actual 2024 results. The remaining 20% of each NEO’s annual cash incentive payment was tied to the achievement by each NEO of their leadership and non-financial goals. This 20% component would pay out from 50% of target to a maximum of 200% of target for this component. Achievement of the individual performance component is determined based on the executive’s annual performance rating. The Compensation Committee believes that the inclusion of the individual performance metric 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. Altogether, combining the 80% component related to the OPCH Performance Targets and the 20% component related to the achievement of individual performance goals, actual total payouts can be 0% to 200% of target payout opportunities depending on whether threshold performance is achieved.
Annual Cash Incentive Award Payouts
Annual Cash Incentive Award Payouts In February 2026, the Compensation Committee reviewed our 2025 financial results and our performance against the OPCH Performance Targets. In 2025, we achieved Adjusted EBITDA of $471.3 million, which represented 6.2% year-over-year growth, and achieved revenue of $5,649.5 million, which represented 13.0% year-over-year growth. Therefore, for the MIP components related to the OPCH Performance Targets accounting for 80% of the total MIP, our performance resulted in a formulaic payout percentage of 110% of target for the NEOs.
Annual Cash Incentive Award Payouts
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Annual Cash Incentive Award Payouts
As described above, 20% of each NEO’s (other than Ms. Sethna) annual cash incentive is tied to individual performance goals, which can pay out from 0% to 200% of target. Pursuant to her offer letter, Ms. Sethna was eligible to receive a pro-rated annual cash incentive for the fourth quarter of 2025, based on actual Company results. These individual performance goals are defined early in the fiscal year and generally relate to achieving key financial and growth objectives, supporting strategic transactions, strengthening talent and leadership, and otherwise achieving specific goals of their team. The Compensation Committee believes that including individual performance goals, which are designed to be challenging but achievable, drives more rigor in our MIP program while also building accountability for non-financial objectives. At the conclusion of 2025, the Compensation Committee and the independent members of the Board evaluated Mr. Rademacher’s performance against his individual performance goals. Mr. Rademacher also evaluated each of the other NEOs’ performance against their individual performance goals and made a recommendation to the Compensation Committee for its consideration. Certain of their key individual accomplishments are summarized below:
Annual Cash Incentive Award Payouts
| Mr. Rademacher: | • Delivered strong execution against key financial objectives, including revenue, Adjusted EBITDA, cost of service and Adjusted EPS. • Reinforced a culture of clinical excellence, helping to achieve broad accreditation and compliance with quality standards. • Successfully managed a smooth leadership transition within the Chief Financial Officer role. | | Mr. Whitworth: | • Exceeded expectations in accelerating growth in acute therapy patient census while capitalizing on favorable industry dynamics. • Continued to enhance operational efficiency by advancing variable cost improvements and optimizing nurse productivity. | | Mr. Smyser: | • Led strategy and execution to expand our AIC footprint, strengthening local presence and expanding patient access. • Drove meaningful progress in shaping industry policy and advancing key federal legislation, reinforcing our leadership in advocacy and patient access expansion. • Provided strategic counsel to Board members and senior leadership on governance matters, contributing to effective oversight and alignment with long-term corporate objectives. |
Annual Cash Incentive Award Payouts
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Annual Cash Incentive Award Payouts
| Mr. Grashoff: | • Advanced the restructuring and alignment of our commercial organization designed to enhance effectiveness and better position us for long-term growth. • Achieved partial progress on referral growth initiatives while laying groundwork for continued commercial expansion. | | Mr. Shapiro: | • Successfully delivered on many key financial performance metrics within his scope of responsibility. • Provided essential support to help ensure a seamless transition for the new Chief Financial Officer. |
Annual Cash Incentive Award Payouts
After considering these individual performances and recommendations, the Compensation Committee and the independent members of the Board approved the following actual MIP awards. The table below summarizes the payout for each NEO. Certain columns or rows may not precisely recalculate due to the presentation of rounded numbers.
Annual Cash Incentive Award Payouts
| | Eligible Payout Achieved | | | | | | | | John C. Rademacher | Meenal A. Sethna | Luke Whitworth | Collin G. Smyser | Christopher L. Grashoff | Michael Shapiro | | Total Weighted Eligible Payout Achieved | 111% | 100% | 119% | 119% | 90% | 100% | | MIP Target | $1,500,000 | $148,586(1) | $562,500 | $375,000 | $367,003 | $469,793 | | Actual MIP Award | $1,665,000 | $148,735 | $668,250 | $445,500 | $331,036 | $469,793 |
Annual Cash Incentive Award Payouts
| (1) Ms. Sethna was eligible for a pro-rated annual cash incentive award for her partial year of service based on our actual results. |
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards Annual LTI awards are designed to create a strong link between NEO compensation and our long-term performance, promote an ownership culture, and align the interests of our NEOs with those of our stockholders. This component also aligns a substantial portion of our NEOs’ compensation with key financial incentives and focus executive leadership on achieving pre-determined company performance objectives that support the creation of long-term stockholder value. In February 2025, the Compensation Committee granted LTI awards to our executive officers, including the NEOs. Consistent with 2024, the target LTI awards included PSUs constituting approximately 60% of the target opportunity and RSUs constituting approximately 40% of the target opportunity.
2025 Target Grant Values
2025 Target Grant Values For 2025 LTI awards, consistent with prior years, the Compensation Committee 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 “—Process for Determining Executive Compensation” 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. The increases described are intended to improve alignment with market benchmarks and reinforce our compensation philosophy of attracting, retaining, and motivating top talent while aligning executive compensation directly with stockholder interests. Ms. Sethna joined us as Chief Financial Officer on October 1, 2025 and was not eligible to receive an annual LTI award for 2025. Ms. Sethna instead received a one-time new-hire RSU award as more fully described in “—Other Benefits—Sethna Offer Letter” below.
2025 Target Grant Values
| Name | 2024 Annual Equity Grant | 2025 Annual Equity Grant | Year-Over- Year Change | | John C. Rademacher | $6,000,000 | $6,500,000 | 8.3% | | Luke Whitworth | $2,250,000 | $2,500,000 | 11.1% | | Collin G. Smyser | $1,050,000 | $1,200,000 | 14.3% | | Christopher L. Grashoff | $1,000,000 | $1,075,000 | 7.5% | | Michael Shapiro(1) | $3,000,000 | $2,500,000 | (16.7)% |
2025 Target Grant Values
| (1) Mr. Shapiro forfeited the unvested portions of his 2025 LTI awards in connection with his departure from employment in March 2026. See “—Other Benefits—Shapiro Transition Agreement” below for more information. |
Performance Stock Units
Performance Stock Units In February 2025, 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 2025, these awards had the following characteristics:
Performance Stock Units
| • | The payout is based on our consolidated results over a three-year performance cycle, beginning on the first calendar day of the fiscal year in which the awards were granted. |
Performance Stock Units
| • | Financial performance is measured (i) 75% on the achievement of Adjusted EPS over the three-year period and (ii) 25% on the combined three-year average revenue growth rate and Adjusted EBITDA growth rate over the performance period. Adjusted EPS was defined consistently with how we report Adjusted EPS in our annual and quarterly financial results. |
Performance Stock Units
| • | The payout based on financial performance can range from 50% to 200% based on actual results. |
Performance Stock Units
| • | Earned PSUs vest three years from the date of grant and are conditioned upon the recipients’ continued employment with us until the vesting date. |
Performance Stock Units
The Compensation Committee selected the financial metrics described above because these measures are expected to drive our financial performance and align award recipients’ interests with those of our stockholders. The specific targets applicable to each metric for the 2025-2027 performance period, as well as the related payout ranges, are based on internal forecasts and strategic goals that we do not publicly disclose. These targets are directly tied to our confidential business plan, including market expansion strategies, operational initiatives and underlying financial assumptions, the disclosure of which could give competitors an undue advantage by providing insights into our growth expectations and competitive positioning. To ensure that PSUs drive meaningful results, the Compensation Committee established target levels that are designed to be challenging but achievable with strong performance and the successful execution of our business plan.
Performance Stock Units
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Performance Stock Units
The target number of PSUs granted to an eligible NEO was determined by dividing 60% 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:
Performance Stock Units
| Name(1) | Vesting Date | Target Grant Date Value(2) | | John C. Rademacher | February 2028 | $4,100,000 | | Luke Whitworth | February 2028 | $1,500,000 | | Collin G. Smyser | February 2028 | $720,000 | | Christopher L. Grashoff | February 2028 | $645,000 | | Michael Shapiro(3) | February 2028 | $1,500,000 |
Performance Stock Units
| (1) Ms. Sethna did not receive an annual PSU award for 2025. |
Performance Stock Units
| (2) The grant date fair value for these PSUs is reported in the “Summary Compensation Table” below. |
Performance Stock Units
| (3) Mr. Shapiro forfeited his 2025 PSU award in connection with his departure from employment in March 2026. See “—Other Benefits—Shapiro Transition Agreement” below for more information. |
Restricted Stock Units
Restricted Stock Units In February 2025, each NEO also received RSUs under the EIP. These service-based awards are designed to align the interests of our NEOs with those of our stockholders by supporting the retention of the executive team over the longer term. In addition, these awards are variable and at-risk as the value of the RSUs depends on our stock price performance. The number of RSUs granted to an NEO was determined by dividing 40% of the target equity grant value applicable to such individual by the closing stock price at the grant date. One-third of these RSUs vest on each of the first three anniversaries of the grant date, subject to continuous service through each vesting date. The grant date value for each of these awards is as follows:
Restricted Stock Units
| Name(1) | Final Vesting Date | Grant Date Value | | John C. Rademacher | February 2028 | $2,400,000 | | Luke Whitworth | February 2028 | $1,000,000 | | Collin G. Smyser | February 2028 | $480,000 | | Christopher L. Grashoff | February 2028 | $430,000 | | Michael Shapiro(2) | February 2028 | $1,000,000 |
Restricted Stock Units
| (1) Ms. Sethna did not receive an annual RSU award for 2025 but did receive a new hire RSU grant which is described below in more detail. |
Restricted Stock Units
| (2) Mr. Shapiro forfeited the unvested portions of his 2025 RSU award in connection with his departure from employment in March 2026. See “—Other Benefits—Shapiro Transition Agreement” below for more information. |
Practices Related to the Grant of Certain Equity Awards
Practices Related to the Grant of Certain Equity Awards Our policy for regular LTI awards for all eligible employees, including eligible NEOs, is to determine the target grant value and approve the awards at the Compensation Committee’s regularly scheduled meeting during the first quarter each year. The committee believes this timing allows for thoughtful consideration of the prior year’s financial performance and aligns with prevailing market practices. Both the committee and senior management monitor our equity grant practices to help ensure compliance with applicable regulations and adherence to sound governance standards. Regular annual equity awards are typically approved at the committee’s February meeting as part of the annual compensation review and after financial results for the preceding fiscal year are internally available. The committee may also make awards at other times during the year, as appropriate, including for new hires or promotions. Equity grants are not scheduled in anticipation of the release of material nonpublic information, nor is the timing of the release of material, non-public information influenced by planned grant dates. We did not grant any stock options in 2025.
Executive Severance Plan
Executive Severance Plan We maintain the Option Care Health Amended and Restated Executive Severance Plan (the “Executive Severance Plan”), which helps support our compensation objective of providing a market competitive compensation program that allows us to attract and retain key talent. The 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. Shapiro) 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 Executive Severance Plan were determined after considering the competitive market and input from Pearl Meyer. Please see “Executive Compensation Tables—Payments Upon Termination or Change of Control (as of December 31, 2025)” below for a description of the severance benefits provided under the Executive Severance Plan.
Shapiro Transition Agreement
his new role. He remained eligible for payment of his 2025 annual cash incentive award based on his base salary actually earned during the year. He also continued to vest in his outstanding equity awards and was eligible to participate in our welfare and retirement benefit plans, through March 31, 2026, at which time his employment concluded. These benefits were conditioned upon Mr. Shapiro’s continued employment during the applicable period and compliance with the Shapiro Transition Agreement, including his execution and non-revocation of a release of claims in favor of Option Care Health as set forth in the Shapiro Transition Agreement. Mr. Shapiro forfeited all unvested equity awards on the last day of his employment.
Employment Agreements
Employment Agreements We are party to an employment agreement with Mr. Rademacher. This employment agreement was entered into prior to the consummation of the BioScrip Merger in 2019 and was believed at the time to be reasonably necessary to secure his continued employment. The employment agreement with Mr. Rademacher set forth his annual base salary at the time the employment agreement was entered into and provided that his base salary could be increased, but not decreased, from that salary. The employment agreement also provides that he is entitled to an annual cash bonus opportunity equal to 100% of his base salary. The employment agreement also includes confidentiality, non-solicitation and non-compete covenants. In February 2024, Mr. Rademacher entered into a letter agreement with us to terminate the severance benefits provisions of his employment agreement (all other provisions of the employment agreement are still in effect). Mr. Rademacher is now eligible for benefits pursuant to the terms of the Executive Severance Plan, as described above. A similar employment agreement with Mr. Shapiro, as amended, was terminated in connection with his transition into a non-executive senior advisor role on October 1, 2025. We do not maintain employment agreements with any of our other NEOs and 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.
Summary Compensation Table
Summary Compensation Table The following table, footnotes, and related narrative disclosure show information regarding the compensation of each of our NEOs for 2025, 2024 and 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 | 2025 | 1,000,000 | — | 6,500,050 | — | 1,665,000 | 101,280 | 9,266,330 | | | 2024 | 1,000,000 | — | 6,000,000 | — | 1,209,000 | 13,800 | 8,222,800 | | | 2023 | 1,000,000 | — | 7,875,000 | 5,125,000 | 2,600,000 | 13,200 | 16,613,200 | | Meenal A. Sethna Chief Financial Officer | 2025 | 165,096 | — | 1,500,025 | — | 148,735 | — | 1,813,856 | | Luke Whitworth Chief Operating Officer | 2025 | 625,000 | — | 2,500,059 | — | 668,250 | 15,033 | 3,808,342 | | | 2024 | 607,992 | — | 2,250,000 | — | 547,193 | 13,800 | 3,418,984 | | | 2023 | 542,446 | — | 1,356,250 | 643,750 | 965,250 | 13,200 | 3,520,896 | | Collin G. Smyser General Counsel and Corporate Secretary | 2025 | 500,000 | — | 1,200,049 | — | 445,500 | 31,820 | 2,177,369 | | | 2024 | 488,661 | — | 1,050,000 | — | 357,334 | 13,800 | 1,908,996 | | | 2023 | 448,077 | 100,000 | 868,750 | 456,250 | 675,000 | — | 2,548,077 | | Christopher L. Grashoff Chief Growth Officer | 2025 | 407,781(5) | — | 1,075,001 | — | 331,036 | 45,849 | 1,859,667 | | | 2024 | 400,000 | — | 1,000,000 | — | 320,400 | 13,800 | 1,735,120 | | Michael Shapiro(6) Former Chief Financial Officer | 2025 | 521,992 | — | 2,500,059 | — | 469,793 | 14,000 | 3,505,843 | | | 2024 | 611,598 | — | 3,000,000 | — | 489,890 | 13,800 | 4,115,289 | | | 2023 | 599,306 | 125,000 | 3,750,000 | 2,750,000 | 1,080,000 | 13,200 | 8,317,506 |
Summary Compensation Table
| (1) Amounts reflect base salary earned in the year, including any amounts voluntarily deferred under the 401(k) Plan and the Deferred Compensation Plan. Ms. Sethna’s base salary is $655,000. The amount reported reflects the pro-rated amount Ms. Sethna received for 2025, based on her October 1, 2025 start date. |
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 which, in the case of PSUs, is calculated based on the probable outcome of the applicable performance conditions on the grant date. The grant date fair value of PSUs differs from the target values described in “Compensation Discussion and Analysis—Performance Stock Units” above, which are calculated by multiplying the target number of PSUs by the closing stock price at the date of grant. Assuming the highest level of performance is achieved for the 2025 PSU awards, the maximum value of these awards at the grant date would be as follows: Mr. Rademacher: $8,200,000; Mr. Whitworth: $3,000,000; Mr. Smyser: $1,440,000; Mr. Grashoff: $1,290,000 and Mr. Shapiro: $3,000,000. Ms. Sethna did not receive a PSU award for 2025, and Mr. Shapiro forfeited his 2025 PSU award in connection with his termination of employment on March 31, 2026. 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 2025 Annual Report. |
Summary Compensation Table
| (3) Amounts reflect payments under the MIP for performance in 2025, 2024 and 2023. See “Compensation Discussion and Analysis—2025 NEO Compensation—Annual Cash Incentive Program” above for details on 2025 payments to the NEOs under the MIP. |
Summary Compensation Table
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Summary Compensation Table
| (4) Amounts consist solely of our matching contributions to the 401(k) Plan and the Deferred Compensation 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 in 2025. |
Summary Compensation Table
| (5) Amount reflects base salary earned in 2025, including a salary increase from $400,000 to $410,000 effective March 23, 2025. |
Summary Compensation Table
| (6) Mr. Shapiro ceased serving as our Chief Financial Officer on October 1, 2025 and served as a non-executive Strategic Advisor through March 31, 2026. In connection with Mr. Shapiro’s transition from Chief Financial Officer to a non-executive role, his base salary was reduced from $615,000 to $246,000 as of that date. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table shows information regarding the incentive awards granted to our NEOs in 2025. Annual cash incentive awards are made pursuant to the MIP and equity awards are made pursuant to the EIP. To receive a payout under the PSUs and RSUs, a participant must remain actively employed by us through the end of the relevant performance period or vesting date (except in the case of a qualifying termination of employment, as described in “—Payments Upon Termination or Change of Control (as of December 31, 2025)” below). No dividends, if any were to be declared and paid, would accrue on any of the PSUs or RSUs prior to payout or vesting, as applicable.
2025 Grants of Plan-Based Awards
| Name | Award Type(1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John C. Rademacher | MIP | | 750,000 | 1,500,000 | 3,000,000 | | | | | | | | PSU | 2/24/2025 | | | | 63,903 | 127,806 | 255,612 | | 4,100,016 | | | RSU | 2/24/2025 | | | | | | | 74,814 | 2,400,033 | | Meenal A. Sethna | MIP | | 74,293 | 148,586 | 297,173 | | | | | | | | RSU | 10/1/2025 | | | | | | | 55,067 | 1,500,025 | | Luke Whitworth | MIP | | 281,250 | 562,500 | 1,125,000 | | | | | | | | PSU | 2/24/2025 | | | | 23,380 | 46,759 | 93,518 | | 1,500,029 | | | RSU | 2/24/2025 | | | | | | | 31,173 | 1,000,030 | | Collin G. Smyser | MIP | | 187,500 | 375,000 | 750,000 | | | | | | | | PSU | 2/24/2025 | | | | 11,222 | 22,444 | 44,888 | | 720,004 | | | RSU | 2/24/2025 | | | | | | | 14,964 | 480,045 | | Christopher L. Grashoff | MIP | | 183,501 | 367,003 | 734,005 | | | | | | | | PSU | 2/24/2025 | | | | 10,053 | 20,106 | 40,212 | | 645,000 | | | RSU | 2/24/2025 | | | | | | | 13,404 | 430,000 | | Michael Shapiro(6) | MIP | | 234,897 | 469,793 | 939,586 | | | | | | | | PSU | 2/24/2025 | | | | 23,380 | 46,759 | 93,518 | | 1,500,029 | | | RSU | 2/24/2025 | | | | | | | 31,173 | 1,000,030 |
2025 Grants of Plan-Based Awards
| (1) “MIP” refers to annual cash incentive awards made pursuant to the MIP. |
2025 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 in “Compensation Discussion and Analysis—2025 NEO Compensation—Annual Cash Incentive Program” above. Payouts range from 50% to 200% of target. The actual amounts paid to NEOs under the MIP for 2025 are included in the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table” above. |
2025 Grants of Plan-Based Awards
| (3) These columns show the range of payouts for the PSUs. These PSUs are scheduled to vest in February 2028, with payouts ranging from 0% to 200% of target based on performance over a three-year performance period ended December 31, 2027. The grant date fair value of the PSUs is based on the probable payout outcome at the time of grant. |
2025 Grants of Plan-Based Awards
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2025 Grants of Plan-Based Awards
| (4) This column shows the number of shares underlying the RSUs. One-quarter of these RSUs are scheduled to vest on each anniversary of the grant date. |
2025 Grants of Plan-Based Awards
| (5) 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 2025 Annual Report. |
2025 Grants of Plan-Based Awards
| (6) Mr. Shapiro ceased serving as our Chief Financial Officer on September 30, 2025. He served as a non-executive Strategic Advisor through March 31, 2026 pursuant to the Shapiro Transition Agreement as described in “Compensation Discussion and Analysis—Other Compensation Practices, Policies and Guidelines—Shapiro Transition Agreement” above. He received an annual bonus at target level based on base salary paid during 2025, and he forfeited any unvested equity awards; therefore, he forfeited all PSUs granted to him in 2025, and 66% of all RSUs granted in 2025, in addition to all prior year equity grants (or portions thereof) which had not yet vested as of his last date of employment. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table shows information regarding the outstanding equity awards held by each of our NEOs as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | Option Awards(1) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | John C. Rademacher | 103,184 | — | 18.97 | 02/23/2031 | — | — | — | — | | | 90,918 | — | 26.91 | 10/26/2031 | — | — | — | — | | | 64,569(3) | 21,523(3) | 23.65 | 02/21/2032 | — | — | — | — | | | — | 238,596(4) | 28.86 | 02/22/2033 | — | — | — | — | | | 43,744(5) | 43,744(5) | 28.86 | 02/22/2033 | — | — | — | — | | | — | — | — | — | 11,087(6) | 353,232 | — | — | | | — | — | — | — | 23,822(7) | 758,969 | — | — | | | — | — | — | — | 129,940(8) | 4,139,888 | — | — | | | — | — | — | — | 47,830(9) | 1,523,864 | — | — | | | — | — | — | — | 74,814(10) | 2,383,574 | 157,830(11) | 5,028,464 | | | — | — | — | — | — | — | 107,624(12) | 3,428,901 | | | — | — | — | — | — | — | 127,806(13) | 4,071,899 | | | — | — | — | — | — | — | — | — | | Meenal A. Sethna | — | — | — | — | 55,067(14) | 1,754,435 | — | — |
Outstanding Equity Awards as of December 31, 2025
| 2026 Proxy Statement | 54 |
Outstanding Equity Awards as of December 31, 2025
| | Option Awards(1) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($) | | Luke Whitworth | 36,092 | — | 13.34 | 03/09/2030 | — | — | — | — | | | 12,900 | — | 18.97 | 02/23/2031 | — | — | — | — | | | 24,679 | — | 25.75 | 10/21/2031 | — | — | — | — | | | 6,078(15) | 2,026(15) | 23.96 | 02/17/2032 | — | — | — | — | | | 11,334(5) | 11,334(4) | 28.86 | 02/22/2033 | — | — | — | — | | | — | 18,293(5) | 28.86 | 02/22/2033 | — | — | — | — | | | — | — | — | — | 1,044(16) | 33,262 | — | — | | | — | — | — | — | 6,174(7) | 196,704 | — | — | | | — | — | — | — | 9,962(8) | 317,389 | — | — | | | — | — | — | — | 17,937(9) | 571,473 | — | — | | | — | — | — | — | 31,173(10) | 993,172 | 40,893(11) | 1,302,851 | | | — | — | — | — | — | — | 40,359(12) | 1,285,838 | | | — | — | — | — | — | — | 46,759(13) | 1,489,742 | | | — | — | — | — | — | — | — | — | | Collin G. Smyser | 4,578(17) | 1,526(17) | 28.89 | 05/19/2032 | — | — | — | — | | | 6,562(5) | 6,562(5) | 28.86 | 02/22/2033 | — | — | — | — | | | — | 15,907(4) | 28.86 | 02/22/3033 | — | — | — | — | | | — | — | — | — | 812(18) | 25,870 | — | — | | | — | — | — | — | 3,574(7) | 113,868 | — | — | | | — | — | — | — | 8,663(8) | 276,003 | — | — | | | — | — | — | — | 8,372(9) | 266,732 | — | — | | | — | — | — | — | 14,964(10) | 476,753 | 23,676(11) | 754,317 | | | — | — | — | — | — | — | 18,835(12) | 600,083 | | | — | — | — | — | — | — | 22,444(13) | 715,066 | | | — | — | — | — | — | — | — | — |
Outstanding Equity Awards as of December 31, 2025
| 2026 Proxy Statement | 55 |
Outstanding Equity Awards as of December 31, 2025
| | Option Awards(1) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Christoper L. Grashoff | 4,904 | — | 18.97 | 02/23/2031 | — | — | — | | | | 8,974 | — | 25.75 | 10/21/2031 | — | — | — | — | | | 3,039(15) | 1,013(15) | 23.96 | 02/17/2032 | — | — | — | — | | | 3,978(5) | 3,978(5) | 28.86 | 02/22/2033 | — | — | — | — | | | — | — | — | — | 522(16) | 16,631 | — | — | | | — | — | — | — | 2,166(7) | 69,009 | — | — | | | — | — | — | — | 7,974(9) | 254,052 | — | — | | | — | — | — | — | 13,404(10) | 427,051 | — | — | | | — | — | — | — | — | — | 17,938(12) | 571,505 | | | — | — | — | — | — | — | 20,106(13) | 640,577 | | Michael Shapiro(19) | 7,739 | — | 18.97 | 06/30/2026 | — | — | — | — | | | 49,357 | — | 25.75 | 06/30/2026 | — | — | — | — | | | 21,270(15) | — | 23.96 | 06/30/2026 | — | — | — | — | | | 15,908(5) | 7,090(15) | 28.86 | 06/30/2026 | — | — | — | — | | | — | 15,908(4) | 28.86 | 06/30/2026 | — | — | — | — | | | — | 143,156(5) | — | — | 3,652(16) | 116,353 | — | — | | | — | — | — | — | 8,664(7) | 276,035 | — | — | | | — | — | — | — | 77,963(9) | 2,483,901 | — | — | | | — | — | — | — | 23,916(10) | 761,964 | — | — | | | — | — | — | — | 31,173(11) | 993,172 | 57,394(11) | 1,828,573 | | | — | — | — | — | — | — | 53,812(12) | 1,714,450 | | | — | — | — | — | — | — | 46,759(13) | 1,489,742 | | | — | — | — | — | — | — | — | — |
Outstanding Equity Awards as of December 31, 2025
| (1) Unless otherwise specified, our non-qualified stock option awards vest over a four-year period and, in certain instances, may fully vest upon a change in control of Option Care Health. These awards are typically exercisable within ten years after the date of grant, subject to earlier termination in certain circumstances. |
Outstanding Equity Awards as of December 31, 2025
| (2) The value of the unvested RSUs is based on our closing stock price as of December 31, 2025 (the last trading day of 2025) of $31.86. Unless otherwise specified, outstanding RSUs vest in four equal annual installments on each of the first four annual anniversaries of the grant date, subject to continued service with us. |
Outstanding Equity Awards as of December 31, 2025
| (3) Represents non-qualified stock options granted under the EIP that vested 25% on February 21, 2023, 25% on February 21, 2024, 25% on February 21, 2025, and 25% on February 21, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (4) Represents non-qualified stock options granted under the EIP that cliff vested 100% on February 22, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (5) Represents non-qualified stock options granted under the EIP that vested 25% on February 22, 2024, 25% on February 22, 2025, 25% on February 22, 2026, and which are scheduled to vest 25% on February 22, 2027. |
Outstanding Equity Awards as of December 31, 2025
| (6) Represents RSUs granted under the EIP that vested on February 21, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (7) Represents RSUs granted under the EIP that vested 50% on February 22, 2026, and will vest 50% on February 22, 2027. |
Outstanding Equity Awards as of December 31, 2025
| (8) Represents RSUs granted under the EIP that vested 100% on February 22, 2026. |
Outstanding Equity Awards as of December 31, 2025
| 2026 Proxy Statement | 56 |
Outstanding Equity Awards as of December 31, 2025
| (9) Represents RSUs granted under the EIP that vested 50% on February 20, 2026, and 34% on February 20, 2027. |
Outstanding Equity Awards as of December 31, 2025
| (10) Represents RSUs granted under the EIP scheduled to vest 33% on February 24, 2026, and which are scheduled to vest 33% on February 24, 2027, and 34% on February 24, 2028. |
Outstanding Equity Awards as of December 31, 2025
| (11) Represents PSUs that were earned as to 166% of the target shares and vested on February 22, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (12) Represents PSUs granted under the EIP that are scheduled to vest on February 20, 2027, disclosed at target level. |
Outstanding Equity Awards as of December 31, 2025
| (13) Represents PSUs granted under the EIP that are scheduled to vest on February 24, 2028, disclosed at target level. |
Outstanding Equity Awards as of December 31, 2025
| (14) Represents RSUs granted under the EIP that are scheduled to vest on October 1, 2028. |
Outstanding Equity Awards as of December 31, 2025
| (15) Represents non-qualified stock options granted under the EIP that vested 25% on February 17, 2023, 25% on February 17, 2024, 25% on February 17, 2025, and 25% on February 17, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (16) Represents RSUs granted under the EIP that vested on February 17, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (17) Represents non-qualified stock options granted under the EIP that vested 25% on May 19, 2023, 25% on May 19, 2024, 25% on May 19, 2025, and which are scheduled to vest 25% on May 19, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (18) Represents RSUs granted under the EIP that are scheduled to vest on May 19, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (19) In connection with Mr. Shapiro’s termination of employment on March 31, 2026, his equity awards that remain unvested at that time will be forfeited and his vested stock options will expire on June 30, 2026. |
Stock Vested during 2025
Stock Vested during 2025 The following table shows information regarding the vesting of stock awards previously granted to our NEOs during 2025.
Stock Vested during 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John C. Rademacher | 237,478 | 7,608,625 | | Luke Whitworth | 31,445 | 1,000,159 | | Collin G. Smyser | 30,153 | 992,885 | | Christopher L. Grashoff | 6,218 | 200,249 | | Michael Shapiro | 82,331 | 2,605,731 |
Stock Vested during 2025
| (1) The value equals our stock price on the vesting date multiplied by the number of shares acquired on vesting. |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation Our NEOs are eligible to participate in the Deferred Compensation Plan. Deferred Compensation Plan participants may elect to defer up to 75% of their annual base salary and up to 100% of their eligible cash bonus by timely completing a deferral election form. Amounts deferred under the Deferred Compensation Plan, as adjusted for applicable earnings gains and losses and fees, are credited to an account in the participant’s name and are fully vested at all times. We may, in our discretion, make matching contributions under the Deferred Compensation Plan. For 2025, following the achievement of our financial objectives, the Compensation Committee approved a discretionary match equal to 4% of eligible deferred compensation for participating executives. Participants may select at any time from a diversified menu of investment options, which align with the investment options available under our qualified 401(k) Plan, and the value of their Deferred Compensation Plan account balance may increase or decrease based on the performance of their selected investment options. In 2025, annual returns on the investment options available for the Deferred Compensation Plan generally ranged from 4.2% to 32.2%. Deferred Compensation Plan participants may elect to receive distributions of their deferred amounts upon separation from service, death or another payment date. Distributions will be made in a lump sum payment unless the Participant elects to receive their account balance in a designated number of annual installments not to exceed fifteen (15)
Non-Qualified Deferred Compensation
| 2026 Proxy Statement | 57 |
Non-Qualified Deferred Compensation
installment payments. A Deferred Compensation Plan participant may also request to receive a hardship distribution on account of an eligible unforeseeable emergency. If a Deferred Compensation Plan participant dies before receiving a complete distribution of their account, the remaining account will be paid to their beneficiaries in a lump sum by December 31 of the year following the participant’s death. The following table shows information regarding the participation of our NEOs in the Deferred Compensation Plan as of December 31, 2025.
Non-Qualified Deferred Compensation
| Name(1) | Executive Contributions ($)(2) | Company Contributions ($)(3) | Aggregate Earnings ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance as of December 31, 2025 ($)(4) | | John C. Rademacher | 89,100 | 71,280 | 21,224.35 | — | 130,034.35 | | Christopher L. Grashoff | 36,917 | 29,534 | 14,202.39 | — | 100,150.35 | | Collin G. Smyser | 44,550 | 17,820 | 124,162.33 | — | 632,654.72 |
Non-Qualified Deferred Compensation
| (1) Messrs. Shapiro and Whitworth did not participate in the Deferred Compensation Plan. Ms. Sethna was not eligible to participate in the Deferred Compensation Plan because her hire date occurred after the open enrollment period. |
Non-Qualified Deferred Compensation
| (2) Amounts reported in this column that are reported in the “Summary Compensation Table” for 2025 are: Messrs. Rademacher, Grashoff, and Smyser contributed non-equity incentive compensation totaling $89,100, $16,552, and $44,550, respectively. Mr. Grashoff contributed $20,365 of his salary. These amounts are not reflected in the Aggregate Balance as of December 31, 2025, as results were not finalized and paid out until March 13, 2026 in accordance with the Company’s Management Incentive Plan. |
Non-Qualified Deferred Compensation
| (3) Amounts in this column are also included in the “All Other Compensation” column of the “Summary Compensation Table.” |
Non-Qualified Deferred Compensation
| (4) The aggregate balance includes amounts previously reported in the “Summary Compensation Table” in the previous years when earned if the NEO’s compensation was required to be disclosed in a previous year. |
Payments Upon Termination or Change of Control (as of December 31, 2025)
Payments Upon Termination or Change of Control (as of December 31, 2025)
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following table discloses the potential payments and benefits, other than those available generally on a nondiscriminatory basis to all U.S. salaried employees, provided upon a change of control or termination of employment for each of the NEOs, calculated as if the change of control or termination of employment had occurred on December 31, 2025:
Potential Payments upon Termination or Change in Control
| Name | Severance ($)(1) | Accelerated Vesting of Equity ($)(2) | Total ($) | | John C. Rademacher | | | | | Termination without cause | 3,546,061 | 16,058,994 | 19,605,055 | | Termination due to death or disability | 5,000,000 | 16,058,994 | 21,058,994 | | Termination without cause or resignation for “good reason” within two years following a change in control | 6,046,061 | 22,712,514 | 28,758,576 | | Meenal A. Sethna | | | | | Termination without cause | 411,277 | 1,754,435 | 2,165,712 | | Termination due to death or disability | 808,970 | 1,754,435 | 2,563,404 | | Termination without cause or resignation for “good reason” within two years following a change in control | 724,959 | 1,754,435 | 2,479,394 | | Luke Whitworth | | | | | Termination without cause | 1,374,457 | 3,810,387 | 5,184,844 | | Termination due to death or disability | 2,843,750 | 3,810,387 | 6,654,137 | | Termination without cause or resignation for “good reason” within two years following a change in control | 2,561,957 | 6,295,316 | 8,857,274 | | Collin G. Smyser | | | | | Termination without cause | 1,010,081 | 2,105,915 | 3,115,996 | | Termination due to death or disability | 2,250,000 | 2,105,915 | 4,355,915 | | Termination without cause or resignation for “good reason” within two years following a change in control | 1,885,081 | 3,300,632 | 5,185,713 | | Christopher L. Grashoff | | | | | Termination without cause | 909,162 | 929,010 | 1,838,172 | | Termination due to death or disability | 1,896,181 | 929,010 | 2,825,191 | | Termination without cause or resignation for “good reason” within two years following a change in control | 1,683,945 | 1,998,761 | 3,682,707 |
Potential Payments upon Termination or Change in Control
| (1) As of December 31, 2025, all NEOs other than Mr. Shapiro were entitled to severance under the Executive Severance Plan. |
Potential Payments upon Termination or Change in Control
| (2) Represents the value of accelerated vesting of option, PSU and RSU awards. Please see “—Payments Upon Termination or Change of Control (as of December 31, 2025)” above for information regarding vesting upon a change in control of Option Care Health and upon employment termination. |
Potential Payments upon Termination or Change in Control
| 2026 Proxy Statement | 60 |
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 2025 annual total compensation of Mr. Rademacher is $9,266,330, the 2025 annual total compensation of our median employee is $55,342, and the ratio of these amounts is 167 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our information systems and the methodology described below. Because SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a wide variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and types of workforces and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. For 2025, we used the same median employee that was identified in 2023 since there has been no change in our employee population or employee compensation that we reasonably believe would result in a significant change in the pay ratio disclosure. We identified the median employee for 2023 as of December 31, 2023, taking into account all of our full-time, part-time, and per diem hourly employees, excluding Mr. Rademacher. We utilized actual earned wages reported for tax purposes for 2023 as the consistently applied compensation measure as of December 31, 2023 to identify the median employee. We calculated the total compensation of this median employee for 2023 using the same methodology that was used for our NEOs as set forth in “Summary Compensation Table” above.
CEO Pay Ratio
| 2026 Proxy Statement | 61 |
Pay-Versus-Performance Table
| Year | SCT Total for PEO ($)(1)(2) | Compensation Actually Paid to PEO ($)(1)(2)(3) | Average SCT Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Adjusted EBITDA ($M)(6) | | | | | | | Company Total Shareholder Return ($)(4) | Peer Group ($)(4)(5) | | | | 2025 | 9,266,330 | 21,639,897 | 2,633,015 | 4,913,749 | 203.71 | 109.97 | 207.6 | 471.3 | | 2024 | 8,222,800 | (1,867,673) | 2,794,597 | 831,097 | 148.34 | 92.81 | 211.8 | 443.8 | | 2023 | 16,613,200 | 22,231,884 | 3,647,608 | 4,661,216 | 215.41 | 91.50 | 267.1 | 425.2 | | 2022 | 6,754,639 | 10,072,293 | 1,943,041 | 286,518 | 192.39 | 87.48 | 150.6 | 342.9 | | 2021 | 8,418,659 | 13,139,273 | 3,292,294 | 4,992,770 | 181.84 | 109.45 | 139.9 | 289.8 |
Pay-Versus-Performance Table
| (2) A reconciliation of Total Compensation from the Summary Compensation Table to Compensation Actually Paid to our PEO and other NEOs is shown below: |
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 stockholder return, our peer group total stockholder return, our net income, and our Adjusted EBITDA.
Relationship Between “Compensation Actually Paid” and Performance Measures
| 2026 Proxy Statement | 64 |