Collin G. Smyser

About Collin G. Smyser

General Counsel and Corporate Secretary of Option Care Health since April 2022; age 46. Prior roles include senior legal leadership at Elanco Animal Health (Oct 2021–Apr 2022), Kimberly-Clark (Feb 2018–Oct 2021), and Walgreens Boots Alliance (Mar 2015–Feb 2018), with earlier private practice at Allen & Overy (London) and Winston & Strawn (Chicago). Education: B.A. and M.A. in economics (University of Southern California) and J.D. (Stanford Law School) . Company performance in 2024: net revenue $4,998.2M (+16.2% YoY), Adjusted EBITDA $443.8M (+4.4% YoY), adjusted diluted EPS $1.58 (+10.5% YoY) . Over 2019–2024, $100 invested in OPCH grew to $155.50 vs peer group $123.45 (S&P Health Care Services Select Industry Index) .

Past Roles

External Roles

No public-company board roles disclosed for Mr. Smyser .

Fixed Compensation

Multi-year summary (SEC Summary Compensation Table):

Key fixed-pay details:

• Base salary increased from $450,000 (2023) to $500,000 (2024), reflecting tenure and peer alignment .
• Target annual bonus percentage (MIP): 75% of base salary in both 2023 and 2024 .
• Actual 2024 MIP payout: $353,334, equal to 97.5% of target ($366,496) .

Performance Compensation

Annual Cash Incentive (MIP) – 2024 Design and Outcomes

Smyser’s 2024 individual accomplishments used in the payout determination: enhanced stockholder engagement and corporate governance; strengthened government relations; oversaw infusion clinic footprint expansion and strategic initiatives .

Long-Term Incentives – 2024 Grants (shift to more performance-based)

• Mix: ~60% PSUs, ~40% RSUs; stock options eliminated in 2024 to align with market practice and increase performance-linked pay .
• PSU framework: 3-year performance period (2024–2026); 50% weight on 3-year average cash from operations growth; 50% on combined 3-year average revenue and Adjusted EBITDA growth; payout range 0–200% of target; earned PSUs vest at 3 years conditional on continued employment .
• RSU framework: service-based; vest ~33% on each of the first three anniversaries of grant; variable value tied to stock price .

2024 Smyser grant specifics:

Prior PSU performance (granted 2023; performance period ended 2024):

Equity Ownership & Alignment

Beneficial Ownership

Stock ownership guidelines and policies:

• NEO ownership guideline: 3x base salary; 75% net share retention until guideline met; unvested PSUs excluded from counting; NEOs were compliant or progressing as of 12/31/2024 .
• No hedging, short sales, derivatives, margin or pledging permitted for officers .

Outstanding Equity (as of Dec 31, 2024)

Options:

RSUs (market value uses $23.20 at 12/31/2024):

PSUs:

2024 vesting/exercise activity:

Deferred compensation (alignment lens):

Employment Terms

• Start date and role: General Counsel & Corporate Secretary since April 2022 .
• Employment agreement: None; OPCH generally uses offer letters; only CEO and CFO had legacy agreements (severance provisions terminated in Feb 2024) .
• Severance plan: Executive Severance Plan with restrictive covenants (confidentiality, return of property, non-compete, non-disparagement) and release requirement .
  • Outside change-in-control (CIC): Multiple 1.25x base salary; 12-month benefits; prorated actual bonus; accelerated next vest of options/RSUs; prorated PSUs at target .
  • Within 24 months post-CIC (double-trigger): Multiple 2.25x base salary; prorated target bonus; full acceleration of options/RSUs; PSUs at greater of target or actual .
• Potential payments (as of 12/31/2024):
  • Termination without cause: Severance $1,010,368; accelerated equity $1,595,472; total $2,605,840 .
  • Death/disability: $2,250,000 severance; accelerated equity $1,595,472; total $3,845,472 .
  • CIC + qualifying termination: Severance $1,885,368; accelerated equity $2,182,772; total $4,068,140 .
• Clawbacks: Dodd-Frank compliant recovery policy (mandatory restatement lookback 3 years); supplemental misconduct clawback for SVP+ .
• Taxes/perquisites: No excise tax gross-ups in severance or perquisites; no significant perquisites; All Other Compensation primarily employer match (401(k)/deferred comp) .
• Retirement vesting feature: For equity grants from 2023 onward, defined “retirement” (age ≥58, 10 years service, notice/covenants) allows pro-rata PSU vesting and continued RSU/option vesting per schedule; none of NEOs currently meet age/tenure criteria .

Performance Compensation Details (Design rigor and signals)

Investment Implications

• Pay-for-performance alignment: 2024 program tightened—options eliminated; PSUs increased to 60% with 3-year performance period; individual component of MIP reduced to 20%—addressing prior investor concerns and increasing long-term performance linkage .
• Vesting calendar and potential selling pressure: RSUs vest Feb 2025/2026/2027 (12,558 shares); 2023 PSUs vest May 19, 2025 (23,676 shares earned at 166%); 2024 PSUs vest Feb 2027—creates discrete dates of share delivery that may coincide with Form 4 activity and short-term liquidity signals .
• Ownership alignment and risk controls: Strict anti-hedging/pledging policy; stock ownership guideline of 3x salary with 75% retention; clawbacks (restatement and misconduct) reduce agency risk; no tax gross-ups or significant perquisites—beneficial governance signals .
• Retention and severance economics: Double-trigger CIC protections (2.25x base for Smyser) and robust acceleration terms are competitive; outside CIC, severance is moderate (1.25x) with prorated actual bonus and limited acceleration—balanced retention without excessive shareholder risk .
• Execution track record: Smyser’s 2024 objectives focused on governance, policy, and footprint expansion, consistent with OPCH’s broader growth (revenue +16.2%, Adj. EBITDA +4.4%); OPCH TSR outperformed the sector over 2019–2024—supportive of incentive realizations and confidence in management execution .