David W. Golding
Option Care HealthAbout David W. Golding
Independent director of Option Care Health since 2015; age 63; over 35 years in healthcare with deep specialty pharmacy and home infusion domain knowledge. Former EVP of Specialty Pharmacy at CVS Health (2005–2011) following roles from 1987–2011; advisor to private healthcare companies (2013–2022) and Company Advisor to Twistle (2017–2022) . Independent under Nasdaq rules; part of a board with majority independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | EVP, Specialty Pharmacy | 2005–2011; at CVS 1987–2011 | Early innovator in specialty pharmacy; P&L leadership |
| Twistle | Company Advisor | 2017–2022 | Patient communication software; clinical perspective |
| Various private healthcare companies | Director/Advisor | 2013–2022 | Growth, client contract strategies in specialty/home infusion |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No current U.S. public company boards |
Board Governance
- Committee assignments: Compensation Committee member; not a chair .
- Independence: Board determined independence for all directors except CEO; all committee members independent (including Compensation) .
- Attendance: Board met 5 times in 2024; each director attended ≥75% of Board and committee meetings during their tenure in 2024 .
- Executive sessions: Each regular quarterly Board meeting includes executive sessions without management .
- Compensation Committee cadence: 4 meetings in 2024 .
- Board refreshment: Five of eleven nominees joined since 2022; ongoing skills mix and refreshment evaluation .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer |
| Compensation Committee member fee | $7,500 | Applies to “all other Board committee members” |
| Board Chair fee | N/A | Not applicable (Golding is not Chair) |
| RSU annual grant | $160,000 | Granted May 15, 2024; shares determined by $160,000/closing price; rounded for equal vesting |
| Cash retainer taken in RSUs | 6,219 RSUs | Golding elected to receive cash retainers in RSUs |
| 2024 fees earned in cash | $107,500 | Board + committee cash components |
| 2024 stock awards | $160,000 | Aggregate grant date fair value (ASC 718) |
| 2024 total compensation | $267,500 | Sum of cash and stock awards |
| RSU vesting terms | — | RSUs vest pro-rata over 3 years; accelerate on change in control or termination other than for cause |
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-linked equity (director) | None; director equity is time-based RSUs (no PSUs/options for directors) |
| Dividends on equity | No dividends or dividend equivalents other than restricted stock (not typically applicable to RSUs) |
Other Directorships & Interlocks
- Current public company boards: None .
- Overboarding: Company imposes limits (≤4 public boards; ≤2 for public company executives; Audit members ≤3 audit committees) and reports compliance; Golding’s commitments comply .
- Related-party transactions: Audit Committee oversees RPTs >$120,000; policy prohibits hedging/pledging; no Golding-specific RPT disclosures provided in the proxy sections reviewed .
Expertise & Qualifications
- Clinical pharmacist perspective; patient care lens .
- Specialty pharmacy pioneer; drove growth via organic, acquisition, and client strategies .
- Executive leadership and P&L management in healthcare retailers and PBM segment .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 92,532 shares (includes shares acquirable within 60 days, if applicable) |
| Ownership as % of outstanding | <1% (asterisk indicates less than 1%) |
| RSUs outstanding (12/31/2024) | 14,578 RSUs |
| Stock ownership guidelines (directors) | Hold 3× annual cash retainer and retain 75% of net shares until met; all non-employee directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors/officers/employees |
Governance Assessment
- Effectiveness: Golding contributes deep specialty pharmacy and clinical expertise; long tenure balanced by recent board refresh (5 new since 2022) .
- Independence & oversight: Member of an all-independent Compensation Committee that uses an independent consultant (Pearl Meyer) with no conflicts; committee oversees pay philosophy, metrics, and risk .
- Attendance & engagement: Met ≥75% attendance thresholds; Board held 5 meetings; executive sessions each quarter support independent oversight .
- Alignment: Director pay mix is cash + time-based RSUs; ownership guidelines and retention rules enforce skin-in-the-game; hedging/pledging prohibited .
- Shareholder signals: 2024 say‑on‑pay approved at 50.6%, prompting enhanced disclosures, PSU performance period extended to 3 years, and elimination of one-time awards in 2024—positive responsiveness from the committee where Golding serves .
- RED FLAGS to monitor:
- Low 2024 say‑on‑pay support (50.6%) indicates investor sensitivity to pay design; remediation steps taken but continued monitoring warranted .
- Change-in-control acceleration for director RSUs is standard but can be viewed unfavorably by some governance frameworks; ensure rationale and market alignment remain clear .
- No pledged shares disclosed and hedging prohibited—a positive alignment indicator .