🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). It's the official invitation and rulebook for BrightSpring Health Services' upcoming Annual Meeting of Stockholders.

Think of it as the agenda sent to company owners (shareholders) ahead of their yearly big meeting. Its job is to explain what will be voted on and provide background so you can make informed decisions. You'll find details on who runs the company, how they are paid, and which accounting firm checks their books.

🏢 What The Company Does

👉 In simple terms, BrightSpring Health Services is a major provider of home and community-based health care services.

They operate through two main segments: Home Health and Hospice and Pharmacy Services (including their PharMerica business). They help people, especially seniors and those with complex needs, receive care at home or in their communities rather than in a hospital. They were previously a "controlled company" owned mostly by the private equity firm KKR, but that status ended in June 2025.

🗳️ The Big Vote: Three Key Proposals

The core of this meeting is to vote on three things. The Board recommends voting FOR on all of them.

1. Election of Directors: You're voting to elect 3 Class II directors to the board for a three-year term. They are:

   • Olivia Kirtley (Age 75): Former CFO, audit expert, and former board member of U.S. Bancorp and Papa Johns.
   • Max Lin (Age 45): A Partner at KKR, the company's major investor.
   • Steve Miller (Age 68): Former Chief Clinical Officer at Cigna and Chief Medical Officer at Express Scripts.

2. Ratify the Auditor: Approve the appointment of KPMG LLP as the company's independent accounting firm for 2026. They were paid $5.24 million in total fees for their work in 2025.

3. Advisory Vote on Pay ("Say-on-Pay"): Cast a non-binding vote to approve the compensation of the top executives. This is your chance as a shareholder to voice approval or concern about executive pay packages.

👥 Who's Running the Show (The Board)

The Board of Directors is split into three classes with staggered terms (a "classified board"), which adds stability. The current leadership is:

• Jon Rousseau (Age 52): Chairman, President, and CEO. He's the top leader.
• Independent Directors: The board includes several independent members like Olivia Kirtley, Steve Miller, and Tim Wicks (former Optum executive), which is crucial for good governance.
• KKR's Influence: Thanks to a stockholder agreement, KKR still gets to designate one board member (Max Lin) as long as they maintain a certain ownership stake.

Why it matters: The mix of long-tenured executives, private equity representatives, and independent industry experts shapes the company's strategy and oversight.

💰 Executive Compensation Snapshot

The filing details how the top executives are paid, which is designed to be "pay-for-performance." Here are the 2025 Named Executive Officers (NEOs):

• Jon Rousseau (CEO)
• Jim Mattingly (Former CFO, resigned March 2025)
• Jennifer Phipps (Current CFO, promoted March 2025)
• Bob Barnes (Former President, Community Living, departed March 2026)
• Scott Greenwell (President, PharMerica)
• Lisa Nalley (Chief of Staff & SVP, Human Resources)
• Jennifer Yowler (Former President, PharMerica)

👉 Key takeaway: Compensation includes a mix of base salary, annual cash bonuses tied to company goals, and long-term equity awards (stock options/shares) to align their interests with shareholders. The "Say-on-Pay" vote lets shareholders judge if this structure is appropriate.

📅 Meeting Logistics & How to Vote

📅 Annual Meeting: Thursday, May 21, 2026, at 1:00 p.m. Eastern Time. 📍 Location: Virtual only. You can attend, ask questions, and vote online at www.proxydocs.com/BTSG.

You must have owned shares by March 30, 2026 (the "Record Date") to vote. You can vote in advance by Internet, phone, or mail. Your vote matters, even if you don't attend.

⚖️ Strengths & Risks

👍 Strengths:

• Experienced Leadership: CEO Jon Rousseau has deep healthcare industry and private equity experience.
• Strong Independent Directors: The board includes experts in finance (Kirtley), healthcare operations (Wicks), and clinical care (Miller).
• Governance Transition: The move away from "controlled company" status may lead to stronger independent oversight over time.

⚠️ Risks:

• Execution & Integration: The company has undergone leadership changes (CFO, business unit presidents) and a major divestiture. Executing its strategy while managing these transitions is a challenge.
• Industry Pressures: Healthcare services face regulatory scrutiny, reimbursement changes, and intense competition.
• KKR Influence: While reduced, KKR's ongoing involvement as a large shareholder and board seat holder could influence strategic direction in ways that may not always align with all public shareholders.

🔍 The Details: Board Committees

The board's work is done through specialized committees, each with independent members:

• Audit Committee: Reviews financials, risks, and auditors (KPMG). Chair: Olivia Kirtley.
• Compensation Committee: Sets executive pay. Chair: Tim Wicks.
• Nominating & Corporate Governance Committee: Finds director candidates. Chair: Steve Miller.
• Quality & Compliance Committee: Oversees non-financial risks and ethics. Chair: Steve Miller.

🧠 The Analogy

This entire document is like the annual health check-up agenda for a large, complex healthcare organization. The proxy statement is the detailed report card and plan sent to the "owners" (shareholders). It lists the vital signs (financials, leadership team), proposes the treatment plan (strategic initiatives), and asks the owners to approve the doctors (directors and auditors) and their pay.

🧩 Final Takeaway

This proxy statement sets the stage for BrightSpring Health Services' 2026 annual shareholder meeting. Shareholders will vote on renewing the board's mandate, approving the external auditor, and giving a non-binding opinion on executive pay, all while the company transitions from private equity control to a more traditional public company structure.