Elizabeth Q. Betten
Option Care HealthAbout Elizabeth Q. Betten
Independent director of Option Care Health since 2019 (age 44). She is Partner and Co‑Head of the Healthcare Team at Madison Dearborn Partners (MDP) and brings deep healthcare investing and capital allocation experience. At OPCH, she chairs the Finance & Investment Committee and serves on the Quality & Compliance Committee; she is designated independent and holds no other U.S. public company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madison Dearborn Partners (MDP) | Partner; Co‑Head, Healthcare Team (Co‑Head since 2023; prior roles incl. Managing Director 2017–2022) | 2008–present (Co‑Head 2023–present) | Led numerous transactions; capital allocation and M&A expertise . |
| J.P. Morgan | Investment Banking Analyst, Health Care Group | 2002–2004 | Early healthcare finance experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stanley Manne Children’s Research Institute | Director | 2018–present | Nonprofit board service . |
| Advanced Personnel Management | Director | 2020–present | Private company board . |
| Other U.S. public company boards | — | — | None . |
Board Governance
- Committee assignments: Finance & Investment (Chair; 5 meetings in 2024), Quality & Compliance (Member; 4 meetings in 2024) .
- Independence: Board and all committee members (including Betten) determined independent under Nasdaq/SEC rules; 91% of the Board is independent .
- Attendance: Board met 5 times in 2024; all directors met at least 75% attendance and all attended the 2024 annual meeting .
- Board leadership: Independent, non‑executive Chair (Harry M. Jansen Kraemer, Jr.); executive sessions held at each regular quarterly meeting .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $100,000 | Standard 2024 retainer . |
| Committee Chair fee – Finance & Investment | $15,000 | Increased from $10,000 in 2024 . |
| Committee member fee – Quality & Compliance | $7,500 | Standard 2024 committee member fee . |
| Total fees earned (cash or elected as RSUs) | $122,500 | Reported for Betten in 2024 . |
| Elected cash-as-RSUs | 5,325 RSUs | Betten elected RSUs in lieu of cash retainers . |
Performance Compensation (Equity) – 2024 Director Grants
| Grant Type | Grant Date | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (Board) | May 15, 2024 | $160,000 | Not individually disclosed | 1/3 on each of first three anniversaries | Number determined by $160,000 ÷ grant-date close ($30.06) rounded to factor of three; CIC or termination not for cause accelerates . |
| RSUs in lieu of cash retainers | 2024 | — | 5,325 RSUs | Follows plan terms | Election disclosed for Betten . |
Performance metrics: Not applicable for director equity; RSUs are time‑based (no EPS/EBITDA/TSR conditions) .
Other Directorships & Interlocks
| Item | Detail | Implication |
|---|---|---|
| Other U.S. public boards | None | Limits overboarding risk . |
| Affiliation | Betten is senior leader at MDP; the Board Chair is an Executive Partner at MDP | Potential perceived interlock; Board affirms independence under Nasdaq rules . |
| Legacy controller context | OPCH transitioned from MDP/Walgreens control; both fully divested by 2022 | Reduces potential sponsor conflicts versus prior era . |
| Charter legacy provisions | Historic corporate opportunity waivers referenced MDP/Walgreens (“HC Group/MDP Group”); 2025 proposal seeks to eliminate legacy HC Group provisions | Governance enhancement to reduce perceived conflict risk . |
Expertise & Qualifications
- Financial acumen, capital markets, and M&A; two decades focused on healthcare investing and transactions .
- Industry expertise across healthcare providers, services, and biopharma adjacencies; oversight of capital allocation as F&I Chair .
- Public company governance experience through OPCH board service; independent status .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 11,123 | Includes 2,843 shares held by the Elizabeth Q. Betten 2012 Living Trust . |
| Ownership as % of outstanding | <1% | Asterisked as less than 1% in proxy . |
| RSUs outstanding (as of 12/31/2024) | 13,059 RSUs | Outstanding director RSUs (incl. annual grants and cash‑elected RSUs) . |
| Pledged/hedged shares | Not permitted under policy | Company prohibits hedging and pledging by directors . |
| Director stock ownership guideline | 3× annual cash retainer; retain 75% of net shares until met | All Non‑Employee Directors in compliance as of 12/31/2024 . |
Governance Assessment
-
Positives
- Independent director chairing Finance & Investment; direct accountability for M&A, capital allocation, and financing—key levers for OPCH value creation .
- Strong attendance and engagement; board‑level executive sessions and independent leadership support effective oversight .
- Alignment through standard annual RSU grants and ownership guidelines; Betten further aligned by electing cash retainers in RSUs .
- Company pursuing governance upgrades (special meeting rights; removal of legacy HC‑related charter provisions) following shareholder outreach .
-
Watch items
- MDP affiliation overlap (Betten; Board Chair is an MDP executive partner) could be perceived as an interlock; Board maintains independence determinations, and prior controller exited 2021–2022 .
- 2024 say‑on‑pay passed with 50.6% support, indicating broader shareholder scrutiny on governance and pay; Compensation Committee responded with program changes and enhanced disclosure .
-
RED FLAGS
- None disclosed specific to Betten (no related‑party transactions or pledging identified; attendance thresholds met) .
Director Compensation (Detail for 2024)
| Category | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $122,500 | Betten’s 2024 fees (matches $100,000 board retainer + $15,000 F&I Chair + $7,500 committee member) . |
| Stock Awards (RSUs) | $160,000 | Annual RSU grant value for 2024 . |
| Total | $282,500 | 2024 total director compensation . |
Related Party & Conflicts
- Policy: Audit Committee reviews related‑party transactions >$120,000; directors have affirmative obligation to disclose potential conflicts .
- Insider trading: Prohibits short sales, hedging, pledging, and derivatives by directors .
- Charter evolution: Historic corporate opportunity waivers referencing MDP/Walgreens (legacy “HC Group/MDP Group”) are proposed to be eliminated, reducing perceived conflicts going forward .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support: 50.6%; extensive outreach to holders of ~61% of outstanding shares, meetings with ~35%; program changes include three‑year PSU performance periods and more disclosure .