Elizabeth D. Bierbower
Option Care HealthAbout Elizabeth D. Bierbower
Independent director of Option Care Health since 2022; age 66; currently serves on the Audit Committee and the Quality & Compliance Committee. The Board has determined she is independent under Nasdaq rules; all standing committee members are independent. In 2024, the Board met five times; each director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting. She previously served as Chairman & CEO of Friday Health Plans (oversaw transition into receivership) and held multiple senior leadership roles at Humana.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Friday Health Plans | Chairman & CEO; worked with state insurance departments to transition operations into receivership | 2022–2023 | Led wind-down and regulatory coordination during receivership transition |
| Humana | Segment President; President, Employer Group; COO, Specialty Benefits; VP, Product Innovation | 2001–2020 (various roles: 2018–2020, 2012–2018, 2008–2012, 2001–2008) | Strategic leadership and operational execution across payer segments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies | Director (several boards) | Not disclosed | Serves on several boards of privately-held companies |
Board Governance
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit Committee | Member | 4 | All Audit Committee members (including Bierbower) are “audit committee financial experts” under SEC rules |
| Quality & Compliance Committee | Member | 4 | Oversees compliance, ethics, patient safety, and appoints/evaluates the Chief Compliance & Privacy Officer |
- Independence: Board determined Bierbower is independent; all committee members are independent under Nasdaq and SEC rules.
- Attendance/Engagement: Board met five times in 2024; all directors met the ≥75% attendance threshold and attended the 2024 annual meeting.
- Leadership structure: Independent, non-executive Board Chair; quarterly executive sessions at Board meetings.
- Cybersecurity oversight: Quality & Compliance Committee provides board-level oversight of cybersecurity (Bierbower is a member).
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board cash retainer | $100,000 | 2024 program increased to $100,000 for all non-employee directors |
| Audit Committee member fee | $11,000 | 2024 member fee |
| Quality & Compliance Committee member fee | $7,500 | 2024 member fee |
| Total 2024 cash fees earned | $118,500 | Reported fees for Bierbower in 2024 |
| Election to take cash as RSUs | 5,325 RSUs | Bierbower elected to receive annual cash retainers in RSUs (share count shown) |
- Director stock ownership guidelines: Directors must retain 75% of net shares (including unvested RSUs) until holding equity equal to 3x annual cash retainer; as of Dec 31, 2024, all non-employee directors were in compliance.
Performance Compensation
| Equity | Grant Date | Grant Value (USD) | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSUs | May 15, 2024 | $160,000 | Vest in equal amounts over first three anniversaries; accelerates on CIC or termination other than for cause | Number of RSUs is determined by $160,000 / grant-date closing price, rounded to nearest factor of three; individual RSU count not disclosed per-director |
- Non-employee director equity is time-based RSUs; no performance-based PSUs/options are granted to directors. Therefore, no director-specific performance metrics, targets, or payout curves are applicable.
Other Directorships & Interlocks
| Company | Public Company? | Role | Committee Roles |
|---|---|---|---|
| None | — | — | — |
- Bierbower holds no other U.S. public company board seats.
- No related-party transactions disclosed involving Bierbower; OPCH has a formal related-party transaction approval policy overseen by the Audit Committee.
Expertise & Qualifications
- Financial expertise; qualifies as Audit Committee financial expert under SEC rules.
- Deep payer-side and operational experience from Humana leadership roles.
- Governance and compliance oversight through Quality & Compliance Committee membership.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Elizabeth D. Bierbower | 10,605 | <1% | As of March 1, 2025; beneficial ownership table (star denotes less than 1%) |
| Outstanding RSUs (director program) | 10,605 RSUs | — | Stock awards outstanding as of Dec 31, 2024 for Bierbower |
| Hedging/Pledging | Prohibited | — | Company policy prohibits short sales, hedging, and pledging by directors |
Governance Assessment
- Strengths: Independence; dual committee service (Audit; Quality & Compliance); audit financial expert designation; strong attendance; equity-heavy director compensation (cash retainer optionally taken in RSUs) supports alignment; adherence to robust director ownership guidelines.
- Boardwide signals: 2024 say-on-pay support fell to 50.6%; Compensation Committee responded by eliminating one-time awards in 2024 and extending PSU performance periods to three years—constructive responsiveness to shareholder feedback.
- Potential risk indicators: Prior role at Friday Health Plans included overseeing transition into receivership; while not a related-party issue at OPCH, it is a background data point for risk diligence. No OPCH-related party transactions involving Bierbower disclosed.
- Governance enhancements: Board proposing charter amendments to allow stockholders with ≥25% voting power (with certain holding-period requirements) to request special meetings—positive stockholder rights evolution.