R. Carter Pate
Option Care HealthAbout R. Carter Pate
Independent director since 2015; age 70; currently Audit Committee Chair and member of the Finance & Investment Committee. Former CEO of Modivcare (2017–2020) and MV Transportation (2011–2014), and Global/U.S. Managing Partner of PwC’s Health Care & Government Services Practice (1996–2012). Recognized by the Board as an “audit committee financial expert,” with deep financial, governance, and risk management expertise and prior board experience in OPCH’s predecessor BioScrip, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Modivcare Inc. | Chief Executive Officer | 2017–2020 | Led technology-enabled healthcare logistics services |
| MV Transportation, Inc. | Chief Executive Officer | 2011–2014 | Ran large passenger transportation operations |
| PwC (Health Care & Government Services Practice) | Global and U.S. Managing Partner | 1996–2012 | Financial leadership, risk management, public policy exposure |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Purple Innovation, Inc. | Director | Current | Listed as current U.S. public company board |
| Advanced Emissions Solutions, Inc. | Director | Former | Former U.S. public company board (within 5 years) |
| Red Lion Hotels | Director | Former | Former U.S. public company board (within 5 years) |
| Teligent, Inc. | Director | Former | Former U.S. public company board (within 5 years) |
Board Governance
- Independence: The Board determined all non-employee directors, including Pate, are independent under Nasdaq rules; all standing committee members are independent. Pate is explicitly marked “Independent.”
- Committee assignments:
- Audit Committee: Chair; the Board determined all members qualify as “audit committee financial experts”; 4 meetings held in 2024.
- Finance & Investment Committee: Member; 5 meetings held in 2024.
- Attendance: The Board met 5 times in 2024; each director attended ≥75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting.
- Overboarding controls: Directors limited to ≤4 public company boards (≤3 audit committees simultaneously). Pate serves on 1 other public board, within limits.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $100,000 | Program increased for 2024 |
| Audit Committee Chair fee | $30,000 | Program increased for 2024 |
| Finance & Investment Committee member fee | $5,000 | Program level |
| Equity grant (RSUs) | $160,000 | Annual director RSUs; granted May 15, 2024; fair value measured per ASC 718 |
| 2024 actual fees earned (cash) | $135,000 | Pate 2024 fees earned |
| 2024 stock awards (fair value) | $160,000 | Pate 2024 RSU grant |
| 2024 total director compensation | $295,000 | Cash + stock awards |
| Cash retainer taken in RSUs | 5,325 RSUs | Pate elected to receive cash retainers in RSUs |
- RSU grant mechanics: Number of shares determined by dividing $160,000 by the closing price on the grant date (e.g., $30.06 on May 15, 2024; rounded for pro-rata vesting).
- Vesting: Annual director RSUs vest in equal amounts over three years; vesting accelerates on change in control or termination other than for cause.
Performance Compensation
- Directors do not receive performance-based equity (no PSUs/options); director equity is time-based RSUs with the three-year vest schedule described above. No director performance metrics apply.
Other Directorships & Interlocks
| Company | Current/Former | Potential Interlock/Conflict |
|---|---|---|
| Purple Innovation, Inc. | Current | No OPCH-related transactions disclosed; within overboarding limits. |
| Advanced Emissions Solutions, Inc.; Red Lion Hotels; Teligent, Inc. | Former | No OPCH-related transactions disclosed. |
- Related-party transactions: OPCH maintains a formal policy; Audit Committee reviews any transaction >$120,000 with directors/related parties; no Pate-specific related-party transactions are disclosed.
Expertise & Qualifications
- Audit, finance, and risk oversight: Former PwC managing partner; designated audit committee financial expert.
- Executive leadership: CEO roles at Modivcare and MV Transportation.
- Healthcare and regulatory exposure; public company governance; government relations.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 21,756 | As of March 1, 2025 |
| Ownership % of class | <1% | Denoted as less than 1% |
| RSUs outstanding | 14,370 RSUs | As of December 31, 2024 |
| Hedging/pledging | Prohibited | Company policy forbids hedging/pledging by directors |
| Director ownership guidelines | 3x annual cash retainer; retain 75% net shares until met | All Non-Employee Directors in compliance as of 12/31/2024 |
Governance Assessment
- Strengths:
- Audit Committee Chair with “financial expert” designation; strong oversight credentials.
- Independence affirmed; all standing committee members independent.
- Solid attendance (≥75% of Board/committee meetings); engagement at annual meeting.
- Equity ownership guidelines in place and in compliance; hedging/pledging prohibited.
- Overboarding and audit committee limits adhered to (Pate on 1 other public board).
- Watch items:
- 2024 say-on-pay support fell to 50.6%; Compensation Committee responded (extended PSU performance period to 3 years; reduced individual MIP weight; no one-time awards in 2024). While executive pay-focused, it signals broader investor scrutiny of governance and compensation practices.