Option Care Health Elects New Directors, Adjusts Compensation

TL;DR

Board shakeup & pay changes at Option Care Health. New directors in, exec comp adjusted.

AI Summary

Option Care Health, Inc. announced on August 19, 2025, a change in its board of directors and executive compensation arrangements. Specifically, the company elected new directors and appointed new officers, alongside adjustments to their compensatory plans. The filing also includes financial statements and exhibits related to these corporate governance and compensation matters.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and executive compensation can introduce uncertainty regarding future strategy and leadership stability.

Key Players & Entities

• Option Care Health, Inc. (company) — Registrant
• August 19, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-11993 (company_id) — Commission File Number
• 05-0489664 (company_id) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share OPCH Nasdaq Glo
• $655,000 — ill consist of an annual base salary of $655,000, a target annual cash incentive opportu
• $2,400,000 — g-term incentive compensation valued at $2,400,000. For fiscal 2025, her annual cash incen
• $1,500,000 — t award with a grant date fair value of $1,500,000 that vests on the three-year anniversar
• $615,000 — piro's base salary will be reduced from $615,000 to $246,000. Mr. Shapiro will remain el
• $246,000 — salary will be reduced from $615,000 to $246,000. Mr. Shapiro will remain eligible for p

Filing Documents

• tm2523864d1_8k.htm (8-K) — 31KB
• tm2523864d1_ex10-1.htm (EX-10.1) — 15KB
• tm2523864d1_ex10-2.htm (EX-10.2) — 28KB
• tm2523864d1_ex99-1.htm (EX-99.1) — 9KB
• tm2523864d1_8kimg001.jpg (GRAPHIC) — 10KB
• tm2523864d1_ex10-1img001.jpg (GRAPHIC) — 13KB
• 0001104659-25-080912.txt ( ) — 307KB
• opch-20250819.xsd (EX-101.SCH) — 3KB
• opch-20250819_lab.xml (EX-101.LAB) — 33KB
• opch-20250819_pre.xml (EX-101.PRE) — 22KB
• tm2523864d1_8k_htm.xml (XML) — 3KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 20, 2025, Option Care Health, Inc. (the "Company") announced the appointment of Meenal A. Sethna as Executive Vice President, Chief Financial Officer of the Company, effective October 1, 2025. Ms. Sethna succeeds Michael Shapiro, who is expected to continue to serve in a non-executive capacity through March 31, 2026 in order to help facilitate a smooth transition. Ms. Sethna, age 56, is employed by Littelfuse, Inc., a diversified, industrial technology manufacturing company, through September 2025, where she previously served as Executive Vice President and Chief Financial Officer from 2016 to June 2025 and Senior Vice President of Finance from 2015 to 2016. Prior to joining Littelfuse, she served from 2011 to 2015 as Vice President and Corporate Controller of Illinois Tool Works Inc., a diversified manufacturer of specialized industrial equipment, consumables, and related service businesses. Previous to that, Ms. Sethna worked at Motorola Inc., most recently as Vice President, Finance, and she began her career at Baxter International in roles of increasing responsibility in its finance organization. Ms. Sethna is a graduate of the Kellogg School of Management at Northwestern University and the University of Illinois-Urbana and is a Certified Public Accountant. Ms. Sethna currently serves on the board of directors of SPX Technologies, Inc., a diversified, global supplier of highly engineered products and technologies serving the HVAC and detection and measurement markets. Pursuant to an employment offer letter agreement approved by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"), Ms. Sethna's initial annual compensation will consist of an annual base salary of $655,000, a target annual cash incentive opportunity equal to 90% of annual base salary ear

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The Company has issued a press release announcing the appointment of Ms. Sethna as Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Employment Offer Letter, dated as of August 19, 2025, between Option Care Health, Inc. and Meenal A. Sethna. 10.2 Transition Agreement and Release, dated as of August 19, 2025, between Option Care Enterprises, Inc. and Michael Shapiro. 99.1 Press Release issued by Option Care Health, Inc., dated August 20, 2025. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Option Care Health, Inc. Date: August 20, 2025 By: /s/ Michael Shapiro Michael Shapiro Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR