Timothy P. Sullivan
Option Care HealthAbout Timothy P. Sullivan
Independent director of Option Care Health since 2015 (served on the legacy Option Care board pre‑merger); age 67. Sullivan is Vice Chair (since 2024), former Co‑CEO (2023–2024), Co‑President (2022–2023), and Co‑Founder/Managing Director/Co‑Head of Health Care (1992–2022) at Madison Dearborn Partners (MDP). He holds a B.S. from the United States Naval Academy, an M.S. from the University of Southern California, and an M.B.A. from Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madison Dearborn Partners (MDP) | Vice Chair; prior Co‑CEO; Co‑President; Co‑Founder/Managing Director/Co‑Head of Health Care | 2024–present (Vice Chair); earlier roles 1992–2024 | Led healthcare investing; governance across portfolio companies . |
| Option Care Health (legacy board) | Director | 2015–2019 (pre‑BioScrip merger) | Board service prior to public company combination . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advanced Personnel Management (APM) | Director (private) | As disclosed through 2023 | Healthcare services; not a public company . |
| Kaufman, Hall & Associates | Director (private) | As disclosed through 2023 | Healthcare advisory/analytics . |
| Syntellis Performance Solutions | Director (private) | As disclosed through 2023 | Enterprise performance management (healthcare focus) . |
| Solis Mammography | Director (private) | As disclosed through 2023 | Specialty provider; imaging . |
| Other U.S. public company boards | None | — | No current U.S. public company directorships . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Sullivan independent under Nasdaq standards; all committee members independent; CEO the only non‑independent director . |
| Committee assignments (current) | Compensation Committee member (4 meetings in 2024) . |
| Prior committee leadership | Chaired Compensation Committee in 2023; transitioned to member role by 2024 . |
| Attendance | In 2024, Board met 5 times; each director attended ≥75% of Board and applicable committee meetings; all directors present at 2024 annual meeting . |
| Engagement | Board conducts annual self‑evaluations; independent Chair; quarterly executive sessions; stockholder engagement program (Comp Committee Chair led several meetings in 2024) . |
Fixed Compensation
| Component | 2024 Program | Notes |
|---|---|---|
| Board annual cash retainer | $100,000 | Increased from $80,000 in 2023 . |
| Committee member fees | Audit $11,000; Finance $5,000; Other committees $7,500 | Per‑committee member retainers . |
| Committee chair fees | Audit $30,000; Comp $20,000; NCG $20,000; Quality $20,000; Finance $15,000 | Chair retainers increased in 2024 . |
| Board Chair cash retainer | $125,000 | For independent Board Chair . |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Timothy P. Sullivan | 107,500 | 160,000 | 267,500 |
Additional notes:
- Directors received an annual RSU grant of $160,000 (May 2024), vesting in equal installments over three years; vesting accelerates on change‑in‑control or termination other than for cause .
- Sullivan elected to receive his cash retainers in RSUs totaling 5,325 RSUs for 2024 .
Performance Compensation
Non‑employee directors do not receive performance‑based equity at OPCH; awards are time‑vested RSUs. The following metrics are included to assess the Compensation Committee’s oversight of NEO pay‑for‑performance in 2024.
| 2024 Annual Cash Incentive (NEOs) | Threshold | Target | Max | Actual/Result |
|---|---|---|---|---|
| OPCH Funding Threshold (Incentive EBITDA) | $452M | — | — | $470M achieved → plan funded . |
| Adjusted EBITDA (50% weight) | $435.5M | $450.0M | $495.0M | $443.8M → contributes to 89% formulaic payout for OPCH metrics . |
| Revenue (30% weight) | $4.636B | $4.791B | $5.266B | $4.998B → contributes to 89% formulaic payout for OPCH metrics . |
| Individual goals (20% weight) | 0–200% | — | — | 89–100% by NEO; CEO at 93% total . |
| 2024 PSU Program (NEOs) | Key Terms | Performance Measures |
|---|---|---|
| Mix/vesting | 60% PSUs, 40% RSUs; PSUs have a 3‑year performance period (2024–2026); payout 50–200% of target . | 50% 3‑yr avg cash from operations growth; 50% combined 3‑yr avg revenue growth and Adjusted EBITDA growth . |
Committee response to 2024 Say‑on‑Pay feedback:
- Extended PSU performance period to 3 years; reduced individual MIP weighting from 30% to 20%; avoided one‑time awards in 2024 .
Other Directorships & Interlocks
| Type | Entity | Role/Notes |
|---|---|---|
| Public company boards | None | No current U.S. public company directorships . |
| Private boards (examples) | APM; Kaufman Hall; Syntellis; Solis Mammography | Healthcare focus; no OPCH‑disclosed related‑party transactions with these entities in 2024–2025 . |
Expertise & Qualifications
- Private equity and M&A leadership in healthcare over three decades; deep exposure to capital allocation, risk management, and governance .
- Board‑level compensation oversight, including re‑design toward longer performance horizons and reduced discretion in response to investor feedback .
- Education: USNA (B.S.), USC (M.S.), Stanford GSB (M.B.A.) .
Equity Ownership
| Date/Measure | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| March 1, 2025 | 7,989 | <1% | As reported in 2025 Security Ownership table. |
| March 1, 2024 | 47,558 | <1% | Prior year proxy. |
| RSUs outstanding (12/31/2024) | 12,825 RSUs | — | Reflects unvested director RSUs at year‑end. |
Ownership alignment and trading policies:
- Director ownership guideline: ≥3x annual cash retainer; retain 75% of net shares until guideline met; all Non‑Employee Directors were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited (no short sales, hedging, pledging, or derivative transactions) .
Governance Assessment
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Strengths
- Independent status; continuous service since 2015; relevant sector expertise .
- Compensation Committee experience with visible responsiveness to investor feedback (longer PSU horizon, reduced individual weighting, no 2024 one‑offs) .
- Improved advisory support on say‑on‑pay in 2025 (For: 145.75M; Against: 3.61M) following program changes, vs. 50.6% approval in 2024 .
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Potential conflicts and mitigants
- Historical affiliation with MDP, the former controlling shareholder (HC Group). HC Group fully divested in 2023; in May 2025, stockholders approved Charter amendments removing legacy HC provisions and adding stockholder special‑meeting rights; the Board continues independence determinations annually .
- No related‑party transactions disclosed involving Sullivan in 2024–2025; Audit Committee reviews related‑party matters per policy .
-
Attendance and engagement
- Met or exceeded 75% attendance threshold; Board self‑evaluations, independent Chair, quarterly executive sessions, and robust engagement practices in place .
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Compensation and ownership alignment
- Director pay is balanced between cash and time‑vested RSUs; Sullivan elected to take cash retainers in RSUs, increasing alignment .
- Ownership guidelines and anti‑hedging/pledging policy reinforce “skin‑in‑the‑game” .
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RED FLAGS
- 2024 say‑on‑pay support at 50.6% signaled investor concern on executive pay; subsequent program changes and 2025 votes suggest remediation, but continued vigilance is warranted given Sullivan’s Compensation Committee role (now as member) .