Meenal Sethna
Option Care HealthAbout Meenal Sethna
Executive Vice President and Chief Financial Officer of Option Care Health since October 1, 2025; age 56. Sethna holds an MBA from Northwestern University’s Kellogg School of Management and a bachelor’s from the University of Illinois–Urbana; she is a licensed CPA in Illinois and serves on the board of SPX Technologies, Inc. . Company performance context relevant to pay-for-performance: in FY2024, Option Care Health delivered net revenue of $4,998.2 million (+16.2% YoY) and Adjusted EBITDA of $443.8 million (+4.4% YoY); adjusted diluted EPS was $1.58 (+10.5% YoY) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Littelfuse, Inc. | EVP & CFO; previously SVP Finance | 2016–Jun 2025; 2015–2016 | Led finance, accounting, tax, treasury, IR, digital/IT, and supply chain operations |
| Illinois Tool Works Inc. | Vice President & Corporate Controller | 2011–2015 | Corporate finance leadership at diversified industrial manufacturer |
| Motorola Inc. | Vice President, Finance | Prior to 2011 | Finance leadership roles |
| Baxter International | Finance roles of increasing responsibility | Early career | Foundational healthcare finance experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SPX Technologies, Inc. | Director | Current | Governance oversight at diversified engineered products supplier |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $655,000 | Annual base salary per offer letter |
| Target Annual Bonus % | 90% of base | Prorated for 2025; paid based on company results; payable by March 15 following year |
| 2025 Sign-On RSU | $1,500,000 grant date fair value | Three-year cliff vest on the employment anniversary (vests October 1, 2028); time-based RSU under the Executive Severance Plan |
Performance Compensation
| Program | Metric | Weighting | FY2024 Target | FY2024 Actual | Payout Mechanics |
|---|---|---|---|---|---|
| Management Incentive Plan (MIP) | Adjusted EBITDA | 50% | Threshold $435.5m; Target $450.0m; Max $495.0m | $443.8m (+4.4% YoY) | 50–200% payout range on this component |
| Management Incentive Plan (MIP) | Net Revenue | 30% | Threshold $4.636b; Target $4.791b; Max $5.266b | $4.998b (+16.2% YoY) | 0–200% payout range on this component |
| Management Incentive Plan (MIP) | Individual Goals | 20% | Role-specific leadership & strategic goals | NEO payouts ranged 89–100% of target on this component (2024) | Multi-factor; 0–200% payout range |
| Long-Term Incentive (2026 expected) | PSUs: 3-year performance (2026–2028) | 60% of LTI | 50% avg cash flow from operations growth; 50% combined avg revenue + Adjusted EBITDA growth (targets undisclosed) | Earn-out 50–200% based on results; 3-year cliff vest | Metrics and vesting approach per EIP |
| Long-Term Incentive (2026 expected) | RSUs: service-based | 40% of LTI | Prorated vesting over 3 years (1/3 each year after grant) | Value varies with stock price | Service-based retention; 3-year schedule |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Beneficial Ownership (Form 3) | No securities beneficially owned as of October 3, 2025 |
| Planned Annual LTI (2026) | Target grant date value ~$2,400,000 (60% PSUs; 40% RSUs) at February 2026 Compensation Committee meeting, subject to approval and final terms |
| Sign-On RSU | $1,500,000 grant date fair value; three-year cliff vest on October 1, 2028 |
| Stock Ownership Guidelines | CFO required ownership equal to 3x base salary; must retain 75% of net shares (including unvested RSUs) until guideline met; PSUs excluded from calculation |
| Hedging/Pledging | Prohibited for directors, officers, and employees (no short sales, hedging, or pledging) |
| Ownership as % of Shares Outstanding | 0% at initial filing (no beneficial ownership) |
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | EVP & CFO effective October 1, 2025 |
| Employment Nature | At-will; full-time executive officer; must comply with clawback, stock ownership, and insider trading policies |
| Non-Compete/Non-Solicit/Confidentiality | Required under separate Covenants Agreement; minimum 14-day review period |
| Executive Severance Plan (outside CIC) | CFO Severance Multiple 1.50x base salary; pro-rata current-year bonus (based on actual performance); earned but unpaid prior-year bonus; COBRA benefits for 15 months; accelerated vesting to next RSU/option vest; prorated PSUs at target |
| Executive Severance Plan (within CIC 24 months) | CFO Severance Multiple 2.50x base salary; pro-rata target bonus for year of termination; earned but unpaid prior-year bonus; full acceleration of RSUs/options; PSUs vest at greater of target or actual |
| Equity Plan (Change-in-Control mechanics) | Double-trigger acceleration generally applies; if awards not assumed, vesting accelerates at change-in-control per plan terms |
| Clawbacks | Dodd-Frank compliant policy (restatement recoveries) plus supplemental misconduct clawback for SVP+ roles |
| Perquisites & Tax Gross-Ups | No significant perquisites; no excise tax gross-ups |
| Deferred Compensation Plan | Eligible to defer salary/bonus; distributions per plan elections |
Compensation Structure vs Performance Metrics
- MIP ties payouts to Adjusted EBITDA (50%), revenue (30%), and individual goals (20%), with an Incentive EBITDA funding threshold ($452m) achieved in 2024 ($470m), demonstrating direct linkage of cash incentives to profitability and growth .
- PSUs emphasize 3-year performance with growth in cash flow from operations and combined revenue + Adjusted EBITDA, reinforcing long-term value creation; payout range 50–200% with three-year cliff vesting .
- 2024 say-on-pay received 50.6% approval; in response, the company eliminated one-time awards in 2024, extended PSU performance periods to three years, reduced individual modifier weight from 30% to 20%, and removed stock options from LTI mix (increasing PSUs to 60%), indicating elevated focus on pay rigor and performance alignment .
Vesting Schedules and Insider Selling Pressure
- Sign-On RSU vests in full on October 1, 2028 (three-year cliff from employment start), deferring any sellable supply impact until vest; share count will depend on grant-date price and award approval mechanics .
- Expected 2026 RSUs vest 1/3 annually over three years, moderating near-term selling pressure; PSUs are cliff-vested at three years subject to performance, further deferring potential supply .
Change-of-Control Economics and Severance
- CFO severance multiples: 1.50x (outside CIC), 2.50x (within CIC protection period); includes pro-rata bonus, benefits continuation (15 months), and equity acceleration per plan (PSU at greater of target/actual inside CIC) .
- Equity plan maintains double-trigger norms, reducing windfall risk absent termination following a CIC; if not assumed, awards generally accelerate at CIC per plan .
Equity Ownership Guidelines, Alignment, and Pledging
- CFO must reach 3x salary ownership and retain 75% of net shares until compliant; PSUs do not count toward guideline—enhancing true “skin-in-the-game” via owned/RSU shares. Hedging/pledging are prohibited, reducing misalignment and collateral risk .
Track Record, Value Creation, and Execution Risk
- Sethna brings >30 years of finance leadership across industrials (Littelfuse, ITW, Motorola) and healthcare (Baxter), with responsibilities spanning capital allocation, IT/digital transformation, and supply chain—skillsets relevant to OPCH’s scale and operations .
- Governance signal: 2024 say-on-pay at 50.6% triggered program changes toward longer performance periods, higher PSUs, and less discretion—reducing pay inflation and aligning incentives with multi-year outcomes .
Investment Implications
- Alignment: Compensation levers (MIP and PSUs) are tightly linked to revenue and EBITDA growth and multi-year cash flow performance, with clawbacks and anti-hedging/pledging policies enhancing governance quality .
- Retention risk: New CFO status is mitigated by a three-year cliff sign-on RSU (vests Oct 1, 2028) and participation in the Executive Severance Plan; double-trigger CIC terms reduce windfall risk while preserving protection in strategic scenarios .
- Trading signals: Minimal near-term insider selling pressure due to cliff schedules and performance vesting; watch for 2026 grant approvals and subsequent RSU vesting cadence starting 2027, alongside PSU performance tracking across 2026–2028 .
- Governance monitor: The 2024 say-on-pay outcome and subsequent program reforms suggest elevated investor scrutiny; sustained execution against revenue/EBITDA/CFFO growth targets will be critical for future pay outcomes and sentiment .