OPTION CARE HEALTH INC (OPCH)
Sector: Health Care
2026 Annual Meeting Analysis
OPTION CARE HEALTH INC · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine (9) Directors
Joined the board in 2022 (about 4 years tenure), has strong healthcare executive experience, and OPCH's 3-year stock return (-8.1%) is only 12.0 percentage points below the peer group median — well within the 20-point threshold needed to trigger an against vote.
Joined in 2024 (under 24 months tenure), so she is exempt from the stock-performance trigger under policy, and she brings strong CFO and healthcare finance credentials relevant to OPCH's business.
Joined in 2024 (under 24 months tenure), so he is exempt from the stock-performance trigger under policy, and he brings relevant healthcare and technology CFO experience; his three outside public board seats do not exceed the four-seat overboarding limit.
Joined in 2022 (about 4 years tenure), holds no other public company board seats, and the 3-year peer underperformance gap of 12.0 percentage points does not breach the 20-point trigger; she serves as a sitting CEO of Tivity Health but holds only one outside public board seat (OPCH), which is within the two-seat limit for sitting CEOs.
7-year board tenure, but OPCH's 3-year peer underperformance of 12.0 percentage points does not meet the 20-point threshold required to trigger a negative vote, and he brings extensive healthcare CEO and financial expertise as a CPA and former Baxter CEO.
11-year board tenure (longest on the slate), but the 3-year peer underperformance gap of 12.0 percentage points is below the 20-point trigger threshold, and he holds only one outside public board seat; his deep healthcare and financial expertise is well-matched to the company.
As CEO and director since 2019, Rademacher is subject to the same stock-performance test as other directors, but OPCH's 3-year peer underperformance of 12.0 percentage points does not exceed the 20-point trigger threshold, and the Say on Pay analysis is favorable independently.
7-year board tenure, but the 3-year peer underperformance gap of 12.0 percentage points does not meet the 20-point trigger threshold, and his private equity and healthcare governance experience is relevant; he holds no other public company board seats.
Joined in 2024 (under 24 months tenure), so he is exempt from the stock-performance trigger under policy, and he brings relevant healthcare operations and human capital management experience; his one outside public board seat is well within limits.
All nine director nominees receive a FOR vote. OPCH's 3-year stock return of -8.1% trails the compensation peer group median by 12.0 percentage points, which is below the 20-point trigger threshold that applies when absolute 3-year returns are negative. Three newer directors (Bodem, Brandt, Wright) joined within the past 24 months and are exempt from the performance trigger entirely. No overboarding, attendance, independence, or familial-relationship concerns were identified for any nominee. The board has a strong skills mix, all committee members are independent, and audit committee members have demonstrated financial expertise.
Say on Pay
✓ FORCEO
John C. Rademacher
Total Comp
$9,266,330
Prior Support
98%%
The CEO's total reported compensation of $9,266,330 is reasonable for the leader of a $4.6 billion market-cap healthcare services company, and approximately 88% of his target pay is variable and tied to company performance or stock price — well above the 50-60% minimum the policy looks for. The pay-for-performance alignment is solid: OPCH grew revenue 13% and Adjusted EBITDA 6.2% in 2025, and the 2025 bonus payout of 111% of target reflects genuine above-threshold performance rather than free payouts; the long-term equity mix of 60% performance stock awards and 40% time-based awards is appropriately weighted toward outcomes. The company received 98% shareholder support on last year's Say on Pay vote, signaling broad satisfaction, and maintains a robust clawback policy covering both restatement scenarios and executive misconduct.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
11 yrs
Audit Fees
$2,884,000
Non-Audit Fees
$1,780
KPMG has served as OPCH's auditor since 2015 (approximately 11 years), well below the 25-year threshold that would raise tenure concerns. Non-audit fees in 2025 were only $1,780 — a tiny fraction of the $2,884,000 in audit fees — so there is no independence concern from excessive non-audit work. KPMG is a Big 4 firm appropriate for a $4.6 billion market-cap company, and the audit partner was rotated in 2023 as required.
Overall Assessment
The 2026 OPCH annual meeting presents a clean ballot with no contentious proposals: all nine director nominees clear the stock-performance and governance screens, KPMG's re-appointment is straightforward with negligible non-audit fees and an 11-year tenure well below the concern threshold, and the executive compensation program earned 98% shareholder support last year and features a pay structure that is predominantly performance-based with meaningful metrics. No stockholder proposals appear on this year's ballot.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing