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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

OPTION CARE HEALTH, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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[MISSING IMAGE: lg_optioncarehealth-4c.jpg]

Notice of 2023 Annual Meeting of Stockholders

The 2023 annual meeting of stockholders of Option Care Health, Inc., a Delaware corporation, will be held virtually on May 17, 2023 at 12:00 p.m. Central Daylight Time via the Internet at www.virtualshareholder meeting.com/OPCH2023 for the following purposes:

To elect ten director nominees identified in the accompanying proxy statement to serve as directors;

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023;

To hold a non-binding advisory vote to approve our executive compensation;

To hold a non-binding advisory vote on the frequency of votes to approve our executive compensation; and

To transact any other business as may properly come before the meeting or any postponement or adjournment thereof.

Your vote is very important. Whether or not you plan to attend the meeting online, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. Please refer to the “General Information About the Annual Meeting” section of the accompanying proxy statement for more information.

By Order of the Board of Directors,

Collin G. Smyser
General Counsel and Corporate Secretary

Bannockburn, Illinois
April 7, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 17, 2023

The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge on www.proxyvote.com or investors.optioncarehealth.com.

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Table of Contents

	Corporate Governance					1
	Board Leadership Structure					2
	Board Independence					2
	Board Meetings and Attendance					3
	Board Committees					3
	Board Oversight					5
	Sustainability and ESG Program					6
	Related Party Transactions					8
	Code of Business Conduct					9
	Governance Documents					9
	Proposal 1: Election of Directors					10
	Director Nomination Agreement					10
	Board Membership Criteria					10
	Director Skills and Demographic Matrices					12
	Director Nomination Process					13
	Director Nominee Biographies					13
	Board Diversity and Tenure					19
	Annual Board and Committee Self-Evaluations					19
	Non-Employee Director Compensation					19
	Executive Officers					22
	Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm					24
	Auditor Qualifications					24
	Auditor Independence					24
	Rotation of Engagement Partners					25
	KPMG Fees for 2022 and 2021					25
	Audit Committee Report					26
	Compensation Discussion and Analysis					27
	Summary of 2022 Financial Results					27
	Executive Compensation Philosophy and Practices					27
	Executive Compensation Process					29
	2022 Named Executive Officer Compensation					30
	Other Benefits					35
	Leadership Transitions					36
	Governance and Other Matters					36
	Compensation Risk Oversight					39
	Significant Changes to Executive Compensation Program for 2023					39
	Compensation Committee Report					40
	Executive Compensation Tables					41
	Supplemental Compensation Information					46
	CEO Pay Ratio					46
	Pay-Versus-Performance					46
	Proposal 3: Advisory Vote to Approve Executive Compensation					50
	Proposal 4: Advisory Vote on the Frequency of Advisory Votes to Approve Executive Compensation					51
	Stock Ownership Information					52
	Security Ownership of Management					52
	Security Ownership of Certain Beneficial Owners					52
	Equity Compensation Plan Information					54
	General Information About the Annual Meeting					55
	Other Matters					59
	Appendix A: Non-GAAP Financial Measures					62

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The Board of Directors (the “Board”) of Option Care Health, Inc., a Delaware corporation (“we,” “us,” “our,” or “Option Care Health”), is soliciting proxies for use at our 2023 Annual Meeting of Stockholders, including any postponements or adjournments thereof (the “Annual Meeting”).

On April 7, 2015, HC Group Holdings II, Inc. (“HC II”) and its sole shareholder, HC Group Holdings I, LLC. (“HC I”), collectively acquired Walgreens Infusion Services, Inc. and its subsidiaries from Walgreen Co., and the business was rebranded as “Option Care.” On August 6, 2019, the privately-held HC I and HC II completed a transaction (the “BioScrip Merger”) to merge with and into a wholly-owned subsidiary of BioScrip, Inc., a publicly-traded, national provider of infusion and home care management solutions (“BioScrip”). Following the close of the BioScrip Merger, the now publicly-traded, combined companies were rebranded as “Option Care Health, Inc.”

These materials were first sent or made available to stockholders on April 7, 2023.

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Corporate Governance

Our corporate governance framework is designed to help promote the values of effective corporate governance and high ethical standards through principled decision-making and appropriate oversight of our strategy and risk management.

Our key governance documents, including our Third Amended and Restated Certificate of Incorporation, By-Laws, Corporate Governance Guidelines and Board committee charters, are available on our website at investors.optioncarehealth.com/corporate-governance/highlights. These documents are reviewed periodically to help ensure we are responding appropriately to changing regulatory requirements, evolving practices, issues raised by our stockholders and other key stakeholders, and otherwise as circumstances warrant.

Certain of our corporate governance practices, many of which are outlined in our Corporate Governance Guidelines, include:

	One Share, One Vote:			We have a single class of shares with equal voting rights.
	Annual Director Elections:			All directors are elected annually for a one-year term.
	Separation of CEO and Chair:			We have an independent Chair of the Board who is not our Chief Executive Officer (“CEO”).
	Stock Ownership Guidelines:			We have robust stock ownership guidelines for our directors and executive officers.
	Prohibitions on Hedging and Other Transactions:			We have a formal policy prohibiting short sales, hedging, and pledging of our securities by our directors, officers and employees.
	Access to Information:			The Board has access to our books, records, facilities and personnel, and directors are encouraged to talk directly with any of our officers or employees.
	Overboarding Restrictions:			Our Corporate Governance Guidelines include limits on the number of other for-profit boards our directors are eligible to serve on.
	Financial Expertise:			All members of the fully-independent Audit Committee qualify as audit committee financial experts.
	Executive Sessions:			All regular quarterly Board and committee meetings include executive sessions without members of management present.
	Self-Evaluations:			The Board and each of its committees conduct annual performance self-evaluations, which are overseen by the independent and non-executive Chair of the Board and the Nominating and Corporate Governance Committee.
	Board Composition and Refreshment:			The Nominating and Corporate Governance Committee periodically reviews the mix of skills, composition and expertise on the Board. The Board added four new directors in 2022.

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Board Leadership Structure

Since the BioScrip Merger, we have always separated the roles of Chair of the Board and CEO. Harry M. Jansen Kraemer, Jr., currently serves as the independent, non-executive Chair of the Board. The Board believes that this model provides an effective leadership structure for Option Care Health and the Board by allowing our CEO to focus on managing our business and operations while enabling our independent Chair to drive accountability at the board level.

However, the Board also believes that no single leadership model is right for all companies at all times and, depending on the circumstances, other models, such as combining the roles of the Chair of the Board and CEO, might be appropriate. The Board periodically reviews its leadership structure and will continue to implement the leadership structure that it believes is most appropriate. Our Corporate Governance Guidelines state that if the Chair of the Board is not independent, the Board will designate a Lead Independent Director.

In addition to the leadership of the Chair of the Board, our independent directors have ample opportunity to, and regularly do, assess the performance of our CEO and provide meaningful direction to him. Consequently, we believe the Board has strong and effective independent oversight of management, including due to the following:

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90% of the director nominees are independent.

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Each Chair and member of the five standing committees of the Board is independent.

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Board and committee agendas are prepared with their independent Chairs, and all directors are encouraged to provide suggestions for future meeting topics.

Board Independence

Our Corporate Governance Guidelines state that at least a majority of the members of the Board must meet the independence requirements of The Nasdaq Stock Market (“Nasdaq”), and that the Board will consider all relevant facts and circumstances when making an independence determination for each director.

The Board has determined that each of our directors, other than John C. Rademacher, is independent of Option Care Health and its management. Mr. Rademacher is not independent because he serves as our President and CEO.

The Board has a standing Audit Committee, Compensation Committee, Finance and Investment Committee, Nominating and Corporate Governance Committee, and Quality and Compliance Committee. The Board has determined that:

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Each member of these standing committees is independent under applicable Nasdaq listing standards;

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Each member of the Audit Committee also meets the additional independence criteria under the rules of the U.S. Securities and Exchange Commission (the “SEC”); and

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Each member of the Compensation Committee is independent for purposes of serving on that committee after considering the factors set forth in the rules of the SEC and the Nasdaq listing standards.

Prior to making these determinations, the Nominating and Corporate Governance Committee reviewed the applicable legal and Nasdaq listing standards for Board and committee member independence and made a recommendation to the full Board, which then made its independence determination. In making these determinations, the Board and the Nominating and Corporate Governance Committee considered that, in the ordinary course of business, relationships and transactions may occur between Option Care Health, on the one hand, and entities affiliated with directors or their family members, on the other hand.

For instance, Ms. Allemand, Mr. Friedman and Mr. Vainisi are designees to the Board of HC I, an affiliate of Walgreens Boots Alliance, Inc. (“WBA”). Each of those individuals may sit on the boards of directors or other governing bodies of various WBA subsidiaries and third-party investments. We have commercial relationships and transactions in the ordinary course of business with certain of these entities. The Board reviewed these transactions, and any payments to these entities, and found that these transactions and

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payments were made below the level set forth in applicable independence standards. Furthermore, Ms. Allemand, Mr. Friedman and Mr. Vainisi are not standing for re-election upon the conclusion of their terms at the Annual Meeting. For more information, see “Proposal 1: Election of Directors — Director Nomination Agreement” below.

Board Meetings and Attendance

The Board officially met seven times during 2022. Each then-serving director attended at least 75% of the meetings of the Board and the committees on which such director served that occurred while such director served on the Board or the applicable committees.

All but one of our then-serving directors attended our 2022 annual meeting of stockholders. Under our Corporate Governance Guidelines, all directors are expected to attend our annual meetings of stockholders unless unusual circumstances make attendance impractical.

Board Committees

The table below provides the members of each of the standing Board committees as of March 15, 2023.

Name

Audit
Committee

Compensation
Committee

Finance
and
Investment
Committee

Nominating
and
Corporate
Governance
Committee

Quality
and
Compliance
Committee

Anita Allemand

Member

John J. Arlotta

Member

Elizabeth Q. Betten

Chair

Elizabeth D. Bierbower

Member

Natasha Deckmann

Member

Aaron Friedman

Member

David W. Golding

Member

Harry M. Jansen Kraemer, Jr.

Member

Chair

R. Carter Pate

Chair

Member

John C. Rademacher

Nitin Sahney

Member

Timothy P. Sullivan

Chair

Mark Vainisi

Member

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	Audit Committee R. Carter Pate (Chair) Elizabeth D. Bierbower Harry M. Jansen Kraemer, Jr. Nitin Sahney Meetings in 2022: 4			The Audit Committee is responsible for, among other matters, overseeing our accounting and financial reporting processes and the audits of our financial statements; the independent registered public accounting firm, including their qualifications and independence; our internal audit function; and other related matters. As part of its oversight responsibilities, the Audit Committee appoints our independent registered public accounting firm and pre-approves the terms, scope, and engagement fees related to the services performed by them. The Board has determined that each Audit Committee member qualifies as an “audit committee financial expert” as that term is defined under SEC rules.
	Compensation Committee Timothy P. Sullivan (Chair) John J. Arlotta Aaron Friedman David W. Golding Mark Vainisi Meetings in 2022: 5			The Compensation Committee is responsible for, among other matters: reviewing and making recommendations to the Board regarding the compensation of our CEO and other executive officers; overseeing our overall compensation and benefits programs and policies; and appointing and overseeing the compensation and work of any compensation consultant or other advisor retained by the Compensation Committee. For more information about the Compensation Committee’s processes and procedures, including the role of its independent compensation consultant and our CEO in support of the committee’s decision-making process, see “Compensation Discussion and Analysis” below.
	Finance and Investment Committee Elizabeth Q. Betten (Chair) Natasha Deckmann R. Carter Pate Mark Vainisi Meetings in 2022: 7			The Finance and Investment Committee is responsible for, among other matters: oversight of significant acquisitions and capital expenditures; our integration planning processes and evaluation of completed transactions; third-party debt financings; and our related capital allocation practices.
	Nominating and Corporate Governance Committee Harry M. Jansen Kraemer, Jr. (Chair) Anita Allemand Natasha Deckmann Nitin Sahney Meetings in 2022: 4			The Nominating and Corporate Governance Committee is responsible for, among other matters: assisting the Board by identifying individuals qualified to become directors, consistent with criteria approved by the Board; recommending to the Board director nominees; developing and making recommendations to the Board regarding matters of corporate governance; leading the Board in its annual review of the Board’s performance; recommending to the Board director nominees for each Committee; and assisting the Board in overseeing our policies and programs and related risks that concern certain environmental, social, legislative, regulatory, and public policy matters.

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Quality and Compliance
Committee

Elizabeth Q. Betten (Chair)
John J. Arlotta
Elizabeth D. Bierbower
Natasha Deckmann

Meetings in 2022: 4

The Quality and Compliance Committee is responsible for, among other matters: overseeing our corporate compliance and ethics program; overseeing, monitoring, and evaluating the quality of patient care and safety; overseeing adherence to accreditation standards; and reviewing compliance hotline reports.

The Quality and Compliance Committee is also responsible for appointing and evaluating the performance of our Chief Compliance and Privacy Officer.

Board Oversight

The Board takes an active role in overseeing our strategy and risk management and seeks to ensure that the long-term interests of Option Care Health and our stockholders are being served. In carrying out this responsibility, the Board is assisted by its committees, each of which considers risks within its primary responsibility and expertise. The current oversight responsibilities of the Board and its committees, as well as others involved with risk management, are described below.

	Board of Directors:			• Directly oversees our corporate strategy and operations, executive succession planning, and other matters reserved for the full Board. • Receives reports from members of our senior leadership team that include discussions of the risks involved in their respective areas of responsibility. • Receives reports of Board committees’ risk oversight and other activities through regular reports by the committee Chairs.
	Audit Committee:			• Oversees our enterprise risk management program and practices. • Oversees risks related to financial and tax matters.
	Compensation Committee:			• Oversees risks related to the design and administration of our compensation programs and policies. • In 2022, in collaboration with its independent compensation consultant, undertook a compensation risk assessment that concluded that the risks arising from our compensation policies and practices were not reasonably likely to have a material adverse effect on us. See “Compensation Discussion and Analysis — Compensation Risk Oversight” below for more information.
	Finance and Investment Committee:			• Oversees risks related to financial risk management, liquidity and capital allocation practices, as well as risks related to our mergers and acquisitions and capital expenditure practices.
	Nominating and Corporate Governance Committee:			• Oversees risks related to certain environmental, social, legislative, regulatory, and public policy matters, including any political contributions and lobbying activities. • For more information about the committee’s role in overseeing risks related to our ESG program and sustainability initiatives, see “— Sustainability and ESG Program” below.

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	Quality and Compliance Committee:			• Oversees our key compliance, legal and regulatory risks as well as risks related to quality and patient safety. • Oversees our programs, policies, and procedures related to information asset security and patient data protection. • Oversees risks related to information security.
	Management and Internal Audit:			• Management is primarily responsible for implementing and supervising day-to-day risk management processes and reporting to the Board and its committees on significant matters • Management has established and maintains an enterprise risk management program overseen by our Chief Financial Officer, Corporate Controller, and Enterprise Risk Management Committee. • This committee includes cross-functional leaders from our legal, finance, information technology and operational departments. • Significant enterprise risks, which may include competitive, strategic, operational, financial, legal, regulatory, and ESG-related risks, are identified and prioritized by our management through both top-down and bottom-up processes. • Our internal audit function, which is directly overseen by the Audit Committee, provides assurance on internal controls, safeguarding of assets, and compliance with our policies and procedures.

Board Oversight of Cybersecurity

Our dedicated Chief Information Security Officer is responsible for leading an information security team that helps prevent, identify, and appropriately address cybersecurity risks and threats. This team develops and implements strategies around governance, people, process, and technology to protect the confidentiality, integrity, and availability of our data and assets. Core to this program is building a culture of security in which we help make clear that our team members are the first line of defense when it comes to protecting our organization’s information.

The Quality and Compliance Committee oversees our program, policies and procedures related to information security. The Quality and Compliance Committee periodically receives reports from our Chief Information Officer and Chief Information Security Officer on, among other things, cybersecurity risks and threats to our organization in the context of global security risks. Our Chief Information Security Officer also provides regular reporting to our management-led Enterprise Risk Management Committee, which leverages this information to better understand and prioritize our enterprise-level business risks.

Sustainability and ESG Program

We are committed to making a positive difference in the lives of not only our patients but also our team members and those in our communities, regardless of whether they are direct recipients of our care. Our mission is to “transform healthcare by providing innovative services that improve outcomes, reduce costs and deliver hope for patients and their families.” The philosophy of sustainability is built into our mission as a company, and we seek to ensure that our ESG program reflects this philosophy in other areas.

Our approach to sustainability is a framework of commitments and actions focused on providing extraordinary care to the environment, the patient community, our people, and our enterprise. Our ESG program is built on the four interconnected pillars of Reducing Our Impact on the Environment, Caring for Our Patient Community, Empowering Our People, and Managing a Responsible and Resilient Enterprise. These represent the ESG-related areas that we believe are most important to our patients, employees, investors and other stakeholders.

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2022 ESG Highlights

•

Provided over $20.0 million in need-based financial assistance to patients with limited income and resources;

•

Launched an environmentally-conscious packaging program to move towards more sustainably-designed solutions; and

•

Increased our investments in our diversity, equity and inclusion (“DE&I”) initiatives.

Diversity, Equity and Inclusion

At Option Care Health, we believe that DE&I makes us stronger and more innovative. We appreciate that people have a variety of talents, backgrounds and perspectives. We are committed to helping build a workforce where all levels (including senior management) are reflective of the communities we serve. We strive to develop a culture where everyone feels a sense of belonging and empowerment to share their experiences and ideas.

Our DE&I strategy is led by our Senior Director of Communications and Diversity, who reports to our Chief Human Resources Officer and Chief Diversity Officer. In partnership with our dedicated team members, the DE&I Steering Committee, an employee-led and leadership-supported group, influences the strategic direction of DE&I efforts at Option Care Health. By serving as a key partner and advocate for all employees, the DE&I Steering Committee is an internal business consultant and champion, building partnerships and promoting DE&I programs across Option Care Health, and also acts as a recruiting and retention resource for diverse talent.

Our comprehensive DE&I strategy starts with casting a broad net to ensure we have diversity in our hiring pipeline, equity and inclusion learning opportunities for leaders and all employees, and development opportunities for all team members including those from underrepresented groups. To help ensure that we are making progress toward our DE&I initiatives, in 2022 we added an inclusion index to our annual Gallup engagement survey and conducted a dedicated DE&I survey to gain insights on employee sentiment regarding diversity and inclusion as well as ways in which we could make these topics a priority for our company. Based on the feedback we received, we took the following actions in the second half of 2022:

•

Implemented a paid floating holiday to observe a day of cultural significance most important to each team member.

•

Introduced bi-monthly topics to be presented by team leaders to promote open and honest conversations about inclusion.

•

Completed DE&I training for executives and developed new inclusion training opportunities for all team members.

•

Piloted a networking program for women to encourage the sharing of ideas, personal growth, and building valuable relationships.

The Option Care Health overall engagement story over the past several years is extraordinary. Not only did our engagement scores rise every year, we also saw the percentage of disengaged employees drop significantly. Due to this positive growth and our proactive engagement initiatives we were awarded the 2023 Gallup Exceptional Workplace Award (GEWA). This award recognizes the most engaged workplace cultures in the world and organizations that prioritize engagement and invest the time, effort and resources to create an exceptional workplace experience.

ESG Program Governance

The Board and our senior leadership have identified our ESG efforts as an important priority. Under the oversight and executive sponsorship of our General Counsel and Corporate Secretary, the Assistant General Counsel leads our ESG program and coordinates our corporate response to developing comprehensive ESG initiatives. Leadership from across Option Care Health guides these efforts, including through a management-led ESG Working Group, which includes representation from our business, including our Communications, Finance, Information Technology, Investor Relations and Strategic Operations functions, to help foster cross-functional collaboration. The ESG Working Group meets quarterly and is dedicated to reviewing our ESG

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program, executing our ESG action items, and monitoring progress against any internal goals we might identify. The ESG Working Group members are key advocates helping to integrate our ESG initiatives into our routine operations.

In late 2022, the Board amended the charter of the Nominating and Corporate Governance Committee to clarify that the committee is responsible for reviewing environmental, social, legislative, regulatory and public policy trends that could impact us, and is also responsible for reviewing our policies, practices and disclosures with respect to sustainability and ESG factors. The Compensation Committee also periodically reviews initiatives related to DE&I matters and other human capital management matters.

For more information about our ESG program, please visit optioncarehealth.com/about/corporate-responsibility.

Related Party Transactions

The Board has adopted a written policy for approval of transactions between us and our directors, executive officers, director nominees, greater than 5% beneficial owners of our common stock or any other class of our equity securities, and each of their respective immediate family members, where the amount exceeds $120,000 and the related party has or will have a direct or indirect material interest in the transaction (subject to certain exceptions).

This policy provides that the Audit Committee must review transactions subject to the policy and determine whether to approve or ratify those transactions as in, or not inconsistent with, the best interests of Option Care Health and its stockholders. Pursuant to the policy, the Audit Committee will report all material related party transactions to the full Board. In reviewing transactions subject to the policy, the Audit Committee considers (as it deems appropriate for the circumstances):

•

The material terms and conditions of the transaction;

•

The basis on which such individual or entity is a related party;

•

The related party’s interest in the transaction, including the related party’s position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction(s);

•

The approximate dollar value of the transaction, and the approximate dollar value of the related party’s interest in the transaction without regard to amount of profit or loss;

•

In the case of a lease or other transaction providing for periodic payments or installments, the aggregate amount of all periodic payments or installments expected to be made;

•

In the case of indebtedness, the aggregate amount of principal to be outstanding and the rate or amount of interest to be payable on such indebtedness; and

•

Any other material information regarding the transaction or the related party’s interest in the transaction.

In addition, under our Code of Business Conduct, our employees, officers and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

Director Nomination Agreement

In connection with the BioScrip Merger, we entered into a Director Nomination Agreement with HC I. This agreement terminated effective March 3, 2023. For additional information, see “Proposal 1: Election of Directors — Director Nomination Agreement” below.

Registration Rights Agreement

In connection with the BioScrip Merger, we entered into a Registration Rights Agreement with HC I (the “Registration Rights Agreement”). The Registration Rights Agreement, among other things, grants customary registration rights to HC I, including demand registration rights, shelf registration rights, and

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piggyback registration rights. Other stockholders who received common stock pursuant to the BioScrip Merger may also become a party to the Registration Rights Agreement. The registration rights are subject to certain specific conditions and limitations as more fully defined in the Registration Rights Agreement.

Share Repurchase Agreement

On February 28, 2023, we entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with HC I, pursuant to which we agreed to repurchase, subject to the terms and conditions contained therein, up to $75 million of our common stock then held by HC I at the same purchase price per share as the underwriter in a concurrent underwritten public offering of our common stock held by HC I. On March 3, 2023, the transactions contemplated by the Share Repurchase Agreement closed, and we repurchased directly from HC I 2,475,166 shares of our common stock. The Share Repurchase Agreement and the transactions contemplated thereby were pre-approved by the Audit Committee in accordance with the related party transactions policy described above.

Code of Business Conduct

Our Code of Business Conduct sets out the principles that guide our business practices. It applies to all of our directors, officers, employees and contractors. The same standards apply regardless of job or level in the organization. Our Code of Business Conduct is available at investors.optioncarehealth.com/corporate-governance/highlights. When required by law or stock exchange rules, amendments to the Code of Business Conduct, or waivers thereof, will be promptly posted on our website.

Governance Documents

In 2022, the Board adopted Corporate Governance Guidelines, which serve as a flexible framework within which the Board and its committees operate. These guidelines cover a number of areas, including the role of the Board, director independence, director qualifications, director overboarding, conflicts of interest, Board leadership and operations, executive sessions, CEO and executive officer evaluations, and director compensation.

You can find our Corporate Governance Guidelines, standing Board committee charters, and other governance-related information at investors.optioncarehealth.com/corporate-governance/highlights. Each of these documents, as well as our Code of Business Conduct, is available in print upon request through the means described in “Other Matters — Communicating With Us” below.

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Proposal 1: Election of Directors

Under our Third Amended and Restated Certificate of Incorporation, each of our directors stands for election each year. The Board currently consists of 13 directors; however, the Board has reduced the size of the Board to ten directors effective as of the Annual Meeting.

As disclosed in “— Director Nomination Agreement” below, Ms. Allemand, Mr. Friedman, and Mr. Vainisi are not standing for re-election at the Annual Meeting. Each of our other current directors has been re-nominated by the Board upon the recommendation of the Nominating and Corporate Governance Committee. All directors elected at the Annual Meeting will continue in office until our next annual meeting of our stockholders and until their successors are elected and qualified.

Each of the directors nominated by the Board has consented to serving as a nominee, to being named in this Proxy Statement, and to serving on the Board if elected. The persons named as proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of each of the Board’s nominees. If any nominee is unable to serve, the Board can either designate a substitute nominee to serve in his or her place as a director or reduce the size of the Board. If the Board nominates another individual, the persons named as proxies may vote for such substitute nominee. Proxies cannot be voted for a greater number of individuals than the ten nominees named in this Proxy Statement.

The Board has determined that all director nominees, other than Mr. Rademacher, are independent of Option Care Health and management. See “Corporate Governance — Board Independence” above for more information.

The Board recommends a vote “FOR” the election of each of the
director nominees listed below.

Director Nomination Agreement

In connection with the BioScrip Merger, on August 6, 2019, we entered into a Director Nomination Agreement with HC I (the “Director Nomination Agreement”) whereby, for so long as HC I met certain beneficial ownership thresholds and subject to certain other conditions, HC I was entitled to designate a number of nominees for election to the Board equal to the product obtained by multiplying (a) the percentage of the total voting power of our outstanding common stock then beneficially owned by HC I and its affiliates and (b) the authorized number of directors on the Board, including any vacancies, with such product rounded up to the nearest whole number in all cases.

As of our 2022 annual meeting of stockholders, based upon HC I’s then-current beneficial ownership of our outstanding common stock and the size of the Board, HC I was entitled to designate three nominees for election to the Board. Ms. Allemand, Mr. Friedman and Mr. Vainisi were the then-current designees of HC I and were elected or re-elected to the Board in May 2022.

As of March 3, 2023, HC I no longer met the beneficial ownership thresholds contained in the Director Nomination Agreement, and the Director Nomination Agreement terminated in accordance with its terms. Accordingly, Ms. Allemand, Mr. Friedman and Mr. Vainisi are not standing for re-election at the Annual Meeting.

Board Membership Criteria

Subject to our organizational documents and any agreements we may enter into (including the now-expired Director Nomination Agreement described above), the Board has overall responsibility for the selection of candidates for nomination or appointment to the Board and for establishing the general criteria to be used in identifying potential candidates. The Nominating and Corporate Governance Committee leads our director succession planning process and regularly considers the criteria necessary to achieve a diverse Board that provides effective oversight of Option Care Health.

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As set forth in our Corporate Governance Guidelines, in considering director candidates, the Nominating and Corporate Governance Committee will seek to ensure that each director possesses the following critical personal qualities and attributes that the Board believes are essential for the proper functioning of the Board: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, the Nominating and Corporate Governance Committee believes that directors should have the mature confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and social realities of the environment in which we operate, the independence and high-performance standards necessary to fulfill our oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors.

Directors are expected to devote sufficient time and attention to prepare for, attend (either in person or virtually), and participate in Board meetings and meetings of committees on which they serve. To that end, our Corporate Governance Guidelines state that no director may serve on more than four public company boards (including the Board), no director that is an executive officer of a public company (including our President and CEO) may serve on more than two public company boards (including the Board), and no member of the Audit Committee may serve simultaneously on the audit committees of more than three public company boards (including our Audit Committee). As of March 15, 2023, each of our director nominees was in compliance with these requirements.

In addition to the above criteria, our Corporate Governance Guidelines state that the Nominating and Corporate Governance Committee will annually review the qualifications, qualities, skills, and other criteria appropriate for Board members and director candidates in light of the Board’s composition at the time, and the skills and expertise needed for effective operation of the Board and its committees, in each case taking into account the results of the annual Board and committee self-evaluation (see “— Annual Board and Committee Self-Evaluations” below for more information). The matrices below, as well as the biographies listed under “— Director Nominee Biographies” below, note each director’s relevant skills, experiences, and backgrounds that the Board and the Nominating and Corporate Governance Committee believe make them suited to contribute to the Board.

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Director Skills and Demographic Matrices

The following matrices highlights the mix of key skills, qualities, attributes, and experiences of the nominees that, among other factors, led the Board and the Nominating and Corporate Governance Committee to recommend these nominees for election to the Board. The skills matrix is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these areas through education, direct experience, and oversight responsibilities.

Arlotta

Betten

Bierbower

Deckmann

Golding

Kraemer

Pate

Rademacher

Sahney

Sullivan

Skills & Experience

Business Leadership and Operations

SEC Form DEF 14A filed by Option Care Health Inc.