Harry M. Jansen Kraemer, Jr.
Option Care HealthAbout Harry M. Jansen Kraemer, Jr.
Independent Board Chair of Option Care Health since 2019; age 70 with six years of service on the OPCH board as of March 18, 2025. He chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee. Background: Clinical Professor of Management & Strategy at Northwestern’s Kellogg School of Management (2005–present), Executive Partner at Madison Dearborn Partners (2005–present), former Chairman/President/CEO of Baxter International (CEO 1999–2004; Chairman 2000–2004) and a Certified Public Accountant. He also serves on the board of Leidos Holdings, Inc. (1997–present) and formerly served on DENTSPLY Sirona Inc. within the last five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International Inc. | Chairman (2000–2004); President (1997–2004); CEO (1999–2004) | 1997–2004 (roles as noted) | Led a large international public company; significant capital allocation and M&A oversight . |
| Northwestern University, Kellogg School of Management | Clinical Professor of Management & Strategy | 2005–present | Governance/leadership education; strategic oversight expertise . |
| Madison Dearborn Partners (MDP) | Executive Partner | 2005–present | Investment decisions, governance at portfolio companies; capital allocation experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leidos Holdings, Inc. | Director | 1997–present | Current U.S. public company board . |
| DENTSPLY Sirona Inc. | Director (former) | Within last five years | Former U.S. public company board . |
Board Governance
| Item | Detail |
|---|---|
| Board leadership | Independent, non-executive Board Chair, separate from CEO . |
| Independence | Board determined Kraemer and all committee members are independent under Nasdaq/SEC rules; all Audit Committee members meet Rule 10A‑3(b)(1) and are “audit committee financial experts” . |
| Committees | Nominating & Corporate Governance Committee – Chair (5 meetings in 2024); Audit Committee – Member (4 meetings in 2024) . |
| Attendance | Board met 5 times in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting . |
| Executive sessions | Each regular quarterly Board meeting includes executive sessions without management . |
| Overboarding policy | Limits: ≤4 public boards for directors; ≤2 if an executive officer; ≤3 audit committees; board reports compliance as of March 18, 2025 . |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 100,000 | Standard for non‑employee directors . |
| Board Chair cash retainer | 125,000 | Increased from $100,000 for 2024 . |
| Nominating & Corporate Governance Chair fee | 20,000 | Increased from $15,000 for 2024 . |
| Audit Committee member fee | 11,000 | Standard member fee . |
| Total fees earned or paid in cash (Kraemer) | 256,000 | Actual 2024 “Fees Earned or Paid in Cash” . |
Notes:
- OPCH permits directors to elect RSUs in lieu of cash retainers; in 2024 Kraemer elected RSUs equal to 13,806 units for his cash retainers .
Performance Compensation
| Equity (2024) | Value/Units | Vesting/Terms |
|---|---|---|
| Annual Director RSU grant | $160,000 | Granted May 15, 2024; vests in three equal annual installments; accelerates on change-in-control or termination other than for cause . |
| RSUs in lieu of cash (Kraemer) | 13,806 RSUs | Elected to receive cash retainers as RSUs . |
| Outstanding RSUs at 12/31/2024 (Kraemer) | 30,034 RSUs | Balance includes annual equity plus RSUs taken in lieu of cash . |
No stock options or performance-conditioned equity are part of the director compensation program; director equity is time-based RSUs aligning with shareholder value via stock price performance .
Other Directorships & Interlocks
| Metric | Data |
|---|---|
| Number of other U.S. public company boards (Kraemer) | 1 (Leidos Holdings, Inc.) . |
| Current other board | Leidos Holdings, Inc. (1997–present) . |
| Former public board (last 5 years) | DENTSPLY Sirona Inc. . |
| Overboarding compliance | In compliance with OPCH limits as of March 18, 2025 . |
No disclosed interlocks with OPCH competitors, suppliers, or customers; Board independence was reaffirmed after considering ordinary-course relationships with entities affiliated with directors .
Expertise & Qualifications
- Audit Committee financial expert; deep financial acumen and capital allocation experience; CPA .
- Healthcare industry leadership as former Baxter CEO/Chair; technology and innovation exposure via biopharma/medtech roles .
- Governance leadership as independent Board Chair and Nominating & Corporate Governance Chair .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Kraemer) | 298,611 shares; less than 1% of class . |
| RSUs vesting within 60 days (counted as beneficial) | 2,311 shares . |
| RSUs outstanding at 12/31/2024 | 30,034 RSUs . |
| Hedging/pledging | Prohibited by policy for directors, officers, and employees . |
| Director stock ownership guidelines | Hold ≥3x annual cash retainer; retain 75% of net shares (including unvested RSUs) until compliant; all non‑employee directors in compliance as of 12/31/2024 . |
Governance Assessment
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Strengths
- Independent, non-executive Board Chair with audit-financial expertise enhances oversight; all committee members independent and Audit members are financial experts .
- Robust director ownership guidelines and prohibitions on hedging/pledging support alignment; all non-employee directors in compliance .
- Attendance and engagement are strong (≥75% meeting attendance; all directors at 2024 AGM) .
- Active stockholder engagement and governance enhancements (e.g., proposed special meeting rights) signal responsiveness .
-
Watch items / potential risks
- 2024 say‑on‑pay passed with only 50.6% support; Compensation Committee responded by eliminating one‑time awards in 2024, extending PSU performance periods to 3 years, and reducing individual bonus weighting—mitigating concerns but worth monitoring for sustained improvement .
- Historical linkage to MDP (Kraemer is an Executive Partner; MDP formerly a major shareholder) could be perceived as a legacy conflict, though OPCH is no longer controlled by MDP or Walgreens and the Board has affirmed independence determinations considering ordinary-course relationships .
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Related‑party transactions
- OPCH discloses a formal Related Party Transactions Policy (Audit Committee review for transactions >$120,000); the proxy does not describe any related‑party transactions involving Kraemer .
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Director pay structure
- 2024 director pay moved closer to peer median; increases included higher Board Chair retainer ($125k) and RSU grant value ($160k). Kraemer’s 2024 total director compensation was $416,000 (fees $256,000; stock awards $160,000). Election to take fees in RSUs increases alignment .
Overall, Kraemer’s independent chairmanship, committee leadership, financial expertise, and equity-based compensation structure support board effectiveness and alignment. The low 2024 say‑on‑pay outcome was addressed through program changes; continued investor outreach and results at the next vote will be key confidence indicators .