Barbara W. Bodem
Option Care HealthAbout Barbara W. Bodem
Independent director since 2024 (age 57), serving on the Audit Committee and the Nominating and Corporate Governance Committee. Bodem brings extensive finance and healthcare credentials, including public company CFO experience (Hill-Rom) and interim CFO at DENTSPLY Sirona; prior senior finance roles at Mallinckrodt, Hospira, and Eli Lilly. The Board identifies her as having finance, accounting, risk management, and corporate governance expertise, including service as an audit committee member and chair on other boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DENTSPLY Sirona Inc. | Interim Chief Financial Officer | May 2022–Oct 2022 | Public company CFO experience; finance, accounting, risk management credentials |
| Hill-Rom Holdings, Inc. | SVP & Chief Financial Officer | 2018–2021 | Public company CFO; governance and risk oversight exposure |
| Mallinckrodt plc | SVP, Finance | 2015–2018 | Senior finance leadership at global specialty pharma |
| Hospira | VP, Global Commercial Finance | 2013–2015 | Finance leadership at pharma/medical device company |
| Eli Lilly & Company | Increasing responsibility roles | 1997–2013 | Long-track record in pharma finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioMarin Pharmaceutical Inc. | Director | 2023–Present | Audit committee member/chair experience across boards (general statement) |
| Enovis Corporation | Director | 2022–Present | Audit committee member/chair experience across boards (general statement) |
| Syneos Health, Inc. | Former Director (within last 5 years) | Not disclosed | Not disclosed in OPCH proxy |
| Turning Point Therapeutics, Inc. | Former Director (within last 5 years) | Not disclosed | Not disclosed in OPCH proxy |
Board Governance
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee member; Audit Committee met 4 times in 2024; Nominating and Corporate Governance met 5 times in 2024. The Board has determined all Audit Committee members are “financial experts” under SEC rules.
- Independence and attendance: The Board determined all standing committee members (including Bodem) are independent under Nasdaq and SEC rules; in 2024, each director attended at least 75% of Board and applicable committee meetings; Board met five times.
- Majority voting policy: Implemented in 2023 for uncontested elections; incumbents with more “withhold” than “for” must promptly submit a resignation.
- Engagement: Bodem signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K, evidencing active committee participation.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 4 |
| Nominating & Corporate Governance | Member | 5 |
Fixed Compensation
| Metric (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $154,861 |
| Stock Awards ($) | $215,372 |
| Total ($) | $370,233 |
| 2024 Compensation Details | Amount/Detail |
|---|---|
| Prorated cash retainer (Jan–Apr 2024) | $36,361 |
| Prorated RSU grant (shares) | 1,731 RSUs |
| Prorated RSU grant date and price | Apr 1, 2024; $32.79 per share |
| Annual director RSU grant value | $160,000 |
| Annual RSU grant date and price | May 15, 2024; $30.06 per share |
| Cash retainer election into RSUs (shares) | 7,056 RSUs |
| Director equity vesting schedule | RSUs vest in 3 equal annual tranches; acceleration on change-in-control or termination not for cause |
| Program benchmarking | 2024 NED program increased to align with peer median (Pearl Meyer advised) |
Performance Compensation
| Metric | Detail |
|---|---|
| Equity vehicle | Time-based RSUs for Non-Employee Directors (no performance conditions) |
| Vesting schedule | Equal vesting on each of the first three anniversaries of grant |
| Change-in-control | Vesting accelerates; also accelerates upon termination of service not for cause |
| Performance metrics | None disclosed for director equity; program is service-based |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current U.S. public boards | BioMarin Pharmaceutical Inc. (2023–Present); Enovis Corporation (2022–Present) |
| Former U.S. public boards (≤5 yrs) | Syneos Health, Inc.; Turning Point Therapeutics, Inc. |
| Board commitments policy | Directors limited to ≤4 public boards; Audit Committee members ≤3 audit committees; as of Mar 18, 2025, none exceeded limits |
| Independence determination | Board/committee independence affirmed after review of potential ordinary-course relationships |
Expertise & Qualifications
- Extensive finance, accounting, and risk management experience, including public company CFO roles and audit committee leadership.
- Significant healthcare industry experience across large, complex organizations (pharma, medical devices).
- Corporate governance, risk management, and oversight skills from service on numerous public company boards.
Key Skills and Qualifications: “Extensive finance, accounting and risk management experience … Significant healthcare industry experience … service on numerous public company boards of directors, including as an audit committee member and chair.”
Equity Ownership
| As of Table Date (Security Ownership) | Amount |
|---|---|
| Shares beneficially owned | 577 |
| Percent of class | <1% (*) |
| RSUs vesting within 60 days (included in beneficial ownership) | 577 |
| Outstanding Stock Awards (12/31/2024) | Amount |
|---|---|
| RSUs outstanding | 7,056 RSUs |
- Stock ownership and holding guidelines: Non-Employee Directors must retain 75% of net shares until they hold equity equal to 3x annual cash retainer; all Non-Employee Directors were in compliance as of Dec 31, 2024.
- Hedging/pledging: Insider Trading Policy prohibits holding OPCH securities in margin accounts, pledging, short sales, and hedging transactions.
Governance Assessment
- Board effectiveness: Bodem’s finance pedigree and Audit Committee “financial expert” status enhance oversight quality; her signature on the Audit Committee Report indicates active engagement.
- Alignment signals: Election to receive cash retainer in RSUs (7,056 RSUs) plus standard annual RSU grant supports ownership alignment; compliance with 3x retainer guideline and retention policy further aligns interests.
- Independence/attendance: Independence affirmed; 2024 attendance at or above 75% threshold; meets governance expectations.
- Conflicts/related-party exposure: Company has a robust related-party transaction approval policy; no related-party transactions disclosed involving Bodem.
- Commitments risk: Holds two other public directorships, within OPCH’s limits; Audit Committee service cap acknowledged by policy; no overboarding flagged.
- RED FLAGS: None observed in proxy (no pledging, no RPTs naming Bodem, attendance at/above threshold, within board commitments policy).