Luke Whitworth
Option Care HealthAbout Luke Whitworth
Luke Whitworth (age 44) is Chief Operating Officer of Option Care Health (OPCH) since January 2023, leading operations across pharmacy, nursing, nutrition, patient registration and revenue cycle management; prior roles at OPCH include SVP, Specialty Operations & Patient Administration (Aug 2022–Jan 2023), SVP, Revenue Cycle Management (Oct 2019–Aug 2022), and VP, Operational Excellence & Revenue Cycle Management (Apr 2018–Oct 2019) . He spent nearly 15 years at Cardinal Health in roles spanning sales, general management, corporate development and finance; he holds a B.S.B.A. in Finance (Ohio State) and an MBA in General Management (University of Michigan, Ross) . OPCH’s 2024 performance included net revenue of $4,998.2M (+16.2% YoY), Adjusted EBITDA of $443.8M (+4.4% YoY), and Cash Flow from Operations of $323.4M (−12.9% YoY), contextualizing the operating environment for Whitworth’s remit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Option Care Health | Chief Operating Officer | Jan 2023–present | Led core operations (pharmacy, nursing, nutrition, patient registration, revenue cycle) |
| Option Care Health | SVP, Specialty Operations & Patient Administration | Aug 2022–Jan 2023 | Oversaw specialty operations and patient administration |
| Option Care Health | SVP, Revenue Cycle Management | Oct 2019–Aug 2022 | Drove revenue cycle optimization |
| Option Care Health | VP, Operational Excellence & Revenue Cycle | Apr 2018–Oct 2019 | Led operational excellence initiatives |
| Cardinal Health | Various roles across sales, GM, corp dev, finance | Nearly 15 years | Multi-functional leadership experience |
External Roles
No external public company directorships disclosed for Whitworth in the latest proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $542,446 | $607,992; 2024 base increased to $625,000 effective Mar 24, 2024 (+13.6% YoY) |
| Target Bonus (% of base, MIP) | 90% | 90% |
| Actual MIP Bonus ($) | $965,250 | $547,193 (100% of target) |
| Stock Awards ($) | $1,356,250 | $2,250,000 |
| Option Awards ($) | $643,750 | — (no options granted in 2024) |
| All Other Compensation ($) | $13,200 | $13,800 |
| Total Compensation ($) | $3,520,896 | $3,418,984 |
Performance Compensation
Annual Cash Incentive (MIP) – 2024
| Item | Value |
|---|---|
| Target Award ($) | $547,193 |
| Actual Award ($) | $547,193 (100% of target) |
| Basis | Corporate financial goals and individual performance; Whitworth completed key value creation initiatives and improved core operational metrics; managed response and recovery to major global/industry events |
Long-Term Incentives – 2024 Grants (mix: 60% PSUs, 40% RSUs)
| Award Type | Grant Date | Target Shares / Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs | 2/20/2024 | 40,359 target (0–200% payout range) | $1,350,009 | Earn based on 3-year avg CFO growth (50%) and combined 3-year avg Revenue + Adjusted EBITDA growth (50%); earned PSUs vest ~3 years from grant with continued employment |
| RSUs | 2/20/2024 | 26,907 units | $900,039 | 33% vested 2/20/2025; 33% on 2/20/2026; 34% on 2/20/2027 |
Prior PSU Payout (2023 grants; performance period ended 12/31/2024; vest subject to service)
| Metric (2-year avg for 2023–2024) | Weight | Threshold | Target | Max | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA + Revenue growth | 50% | 22.0% | 24.0% | 33.0% | 26.8% | 131.3% |
| Cash Flow from Operations growth | 50% | 7.5% | 10.0% | 15.0% | 18.0% | 200.0% |
| Total PSU Payout | — | — | — | — | — | 166% of target; plus one-year service-based vesting to complete 3-year service from grant |
Equity Ownership & Alignment
- Beneficial ownership: 156,222 shares; less than 1% of outstanding shares; includes 91,083 shares deemed beneficially owned due to options exercisable within 60 days .
- Stock ownership guidelines: 3x base salary for NEOs; must retain 75% of net shares until guideline met; unvested PSUs do not count; Whitworth compliant or making appropriate progress as of 12/31/2024 .
- Hedging/pledging: Prohibited by Insider Trading Policy; also “no short sales, hedging or pledging” policy disclosed .
- Outstanding equity awards (as of 12/31/2024):
- Options: 36,092 @ $13.34 exp 03/09/2030; 9,675 ex + 3,225 unex @ $18.97 exp 02/23/2031; 24,679 @ $25.75 exp 10/21/2031; 4,052 ex + 4,052 unex @ $23.96 exp 02/17/2032; 5,667 ex + 17,001 unex @ $28.86 exp 02/22/2033; 18,293 unex @ $28.86 exp 02/22/2033 .
- RSUs unvested: 1,648; 2,088; 9,261; 9,962; 26,907; 16,696 (market values at $23.20/share supplied in proxy) .
- PSUs unearned (at disclosed maximum for tracking): 40,893 scheduled to vest 02/22/2026; 40,359 scheduled to vest 02/20/2027 .
- 2024 vesting/realization: 45,369 shares acquired on vesting; realized $1,451,105; no options exercised .
Employment Terms
- Employment agreements: No separate employment agreement for Whitworth; CEO and CFO agreements noted, with severance terms moved to Executive Severance Plan in Feb 2024; other NEOs not party to employment agreements .
- Executive Severance Plan (Whitworth eligible):
- Outside CIC (Qualified Termination): cash severance = base salary × 1.25x; prorated current-year bonus based on actual performance; earned but unpaid bonus from prior years; medical/dental/vision continuation for 12 months; accelerated vesting of next-scheduled tranches of options/RSUs and prorated target PSUs; subject to release and restrictive covenants (confidentiality, return of property, non-compete, non-disparagement) .
- During CIC Protection Period (24 months after CIC): cash severance = base salary × 2.25x; prorated target bonus; earned but unpaid bonus; full acceleration of options/time-based RSUs and PSUs (at greater of target/actual); subject to release and covenants .
- Potential payments (illustrative as of 12/31/2024): Termination without cause = $1,374,832 severance + $2,235,111 accelerated equity = $3,609,943 total; CIC + qualified termination = $2,562,332 severance + $3,442,927 accelerated equity = $6,005,259 total .
- Change-in-control mechanics (EIP): Double-trigger for accelerated vesting if awards assumed; if not assumed/replaced, awards accelerate at CIC; RSUs accelerate if involuntary termination within 12 months of CIC; PSUs earn target and vest at CIC if during performance period .
- Clawbacks: Dodd-Frank clawback policy plus misconduct-based recovery policy .
- Tax gross-ups: None for severance or perquisites .
Investment Implications
- Pay-for-performance alignment: 2024 LTI shifted to 60% PSUs with 3-year performance cycles tied to multi-year CFO growth and combined revenue + Adjusted EBITDA, while options were eliminated—raising at-risk, performance-tied equity and lowering guaranteed components; Whitworth’s equity grant rose 57.9% YoY to maintain market competitiveness, reinforcing retention and performance alignment .
- Vesting and potential selling pressure: RSUs from 2/20/2024 vest across 2025–2027 and PSUs are scheduled into 2026–2027, creating periodic liquidity windows; however, 75% net share retention and anti-hedging/pledging policies moderate near-term selling pressure and improve alignment .
- Ownership and options profile: Whitworth holds 156,222 shares beneficially, with substantial options largely struck at or above current proxy reference price levels—suggesting limited forced exercise behavior absent price appreciation, and retention through unvested RSUs/PSUs .
- Retention and severance economics: Executive Severance Plan provides meaningful protection (1.25x salary outside CIC; 2.25x at CIC) with double-trigger equity acceleration—supporting retention but increasing change-of-control costs; restrictive covenants limit post-termination competitive risk .
- Execution track record: Full target MIP payout (100%) reflects achievements in value creation and operational metrics despite supply disruptions, with corporate 2024 revenue growth (+16.2%) and Adjusted EBITDA growth (+4.4%); CFO declined (−12.9%), embedded in PSU design for balance—yielded strong 166% payout on 2023 PSUs, signaling robust multi-year operating results .