UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

BrightSpring Health Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 18, 2025

BRIGHTSPRING HEALTH SERVICES, INC.

805 N. Whittington Parkway

Louisville, KY 40222

Dear Stockholder:

Please join us for BrightSpring Health Services, Inc.’s Annual Meeting of Stockholders on Wednesday, May 28, 2025, at 1:00 p.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.proxydocs.com/BTSG.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. The Notice of Internet Availability of this Proxy Statement and Annual Report and the proxy card are first being sent to stockholders on or about April 18, 2025. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy.

At the Annual Meeting, you will be asked to:

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card prior to the Annual Meeting, or you may vote via the Internet at the Annual Meeting. We encourage you to vote by Internet, by telephone or by proxy card in advance even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.

Thank you for your continued support of BrightSpring Health Services, Inc.

BrightSpring Health Services, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Wednesday, May 28, 2025: This Proxy Statement and our Annual Report are available free of charge at www.proxydocs.com/BTSG. Stockholders will not otherwise receive a paper copy or email copy of Proxy Materials. A complete list of our stockholders will be open to the examination of any stockholder for a period of 10 days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to the Corporate Secretary at CorporateSecretary@brightspringhealth.com, stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available on the portal to enter the Annual Meeting, and stockholders will receive an access code to view the list with their unique link to access the Annual Meeting.

PROXY VOTING METHODS

If you were a stockholder of record at the close of business on March 31, 2025, you may vote your shares (i) over the Internet, by telephone or by mail in advance of the Annual Meeting or (ii) over the Internet at the Annual Meeting. You may also revoke your proxies at the times and in the manners described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

If you are a stockholder of record, your Internet, telephone or mail vote must be received by 11:59 p.m., Eastern Time, on May 27, 2025 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your broker, bank or nominee for voting instructions.

To vote by proxy if you are a stockholder of record:

BY INTERNET

BY TELEPHONE

BY MAIL

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

Table of Contents

Forward-Looking Statements

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical or current facts made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “2024 10-K”). Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.

BRIGHTSPRING HEALTH SERVICES, INC.

805 N. Whittington Parkway

Louisville, Kentucky 40222

Telephone: (502) 394-2100

PROXY STATEMENT

Annual Meeting of Stockholders

May 28, 2025

1 p.m., Eastern Time

GENERAL INFORMATION

Why am I being provided with these materials?

The notice containing instructions on how to access this Proxy Statement and Annual Report and proxy card are first being sent to stockholders on or about April 18, 2025. We have delivered these proxy materials to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of BrightSpring Health Services, Inc. (“we”, “our”, “us” and the “Company”) of proxies to be voted at our Annual Meeting of Stockholders to be held on May 28, 2025 (the “Annual Meeting”), and at any postponements or adjournments of the Annual Meeting. You are invited to attend the Annual Meeting and vote your shares during the meeting via the Internet or to vote your shares in advance by proxy via the Internet, by telephone or by mail.

What am I voting on?

There are four (4) proposals scheduled to be voted on at the Annual Meeting:

Who is entitled to vote?

Stockholders as of the close of business on March 31, 2025 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 175,070,732 shares of our common stock outstanding. Holders of our common stock have one (1) vote for each share of common stock held as of the Record Date including shares:

What constitutes a quorum?

The virtual presence or representation by proxy of the holders of record of a majority of the voting power of the issued and outstanding shares of capital stock of the Company entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. Abstentions and shares represented by “broker non-votes” that are present and entitled to vote at the Annual Meeting are counted for purposes of determining a quorum.

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Proposal No. 1, Proposal No. 3 and Proposal No. 4 are each considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 2 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

How many votes are required to approve each proposal?

For Proposal No. 1, under our Amended and Restated Bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting. As a result, any shares not voted “FOR” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in the nominee’s favor and will have no effect on the outcome of the election. You may vote “FOR” or “WITHHOLD” on each nominee for election as a director.

For Proposal Nos. 2, 3 and 4, under our Bylaws, approval of the proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal.

It is important to note that each of the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025 (Proposal No. 2), the proposal regarding the compensation of our named executive officers (Proposal No. 3), and the proposal regarding the frequency of the advisory vote on executive compensation (Proposal No. 4) is non-binding and advisory. While the ratification of KPMG LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise, if our stockholders fail to ratify the selection, we will consider it notice to the Board and the Audit Committee of the Board (the “Audit Committee”) to consider the selection of a different firm. Similarly, the Board and the Compensation Committee of the Board (the “Compensation Committee”) will consider the outcome of the advisory, non-binding votes when determining the compensation of our named executive officers and the frequency of holding an advisory vote on executive compensation.

How are votes counted?

With respect to the election of a director (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 2), you may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions will be counted as a vote “AGAINST” Proposal No. 2.

With respect to the advisory, non-binding vote on the compensation of our named executive officers (Proposal No. 3), you may select “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions will be counted as a vote “AGAINST” Proposal No. 3. Broker non-votes will not affect the outcome of voting on this proposal.

With respect to the advisory, non-binding vote of the frequency of the advisory vote on executive compensation (Proposal No. 4), you may select “1 YEAR,” “2 YEARS,” “3 YEARS,” or “ABSTAIN.” Abstentions and broker non-votes will not affect the outcome of voting on this proposal.

If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

Who will count the vote?

A representative of BetaNXT or its designee will tabulate the votes and act as the inspector of election.

How do I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 27, 2025, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than May 27, 2025.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions and for timing of submissions.

How do I attend and vote my shares at the Virtual Annual Meeting?

This year’s Annual Meeting will be a completely “virtual” meeting of stockholders. The virtual shareholder meeting webcast allows all stockholders to join the meeting, regardless of location. We aim to provide stockholders the same rights and comparable opportunities for participation that could be provided at an in-person meeting. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.proxydocs.com/BTSG. If you virtually attend the Annual Meeting, you can vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.proxypush.com/BTSG. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

You can submit questions in writing to the virtual meeting website during the Annual Meeting. You must first join the meeting as described above, click on the “Q&A” tab, type the question into the “Submit a question” field, and click “Submit.” We intend to answer questions pertinent to Company matters as time allows during the meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. Stockholder questions related to matters that are not pertinent to Annual Meeting matters, or that are otherwise out of order or not suitable for the conduct of the Annual Meeting, will not be addressed during the Annual Meeting. If there are any matters of individual concern to a

stockholder and not of general concern to all stockholders, or if a question posed is not otherwise answered, during the Annual Meeting, those matters or questions may be raised separately after the Annual Meeting by contacting our Investor Relations department.

Why did I receive a notice in the mail regarding Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

We are pleased to save costs and help protect the environment by using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a Notice of Internet Availability of the proxy materials instead of a paper copy of the proxy materials. All stockholders receiving the Notice of Internet Availability will have the ability to access the proxy materials over the Internet.

For stockholders who have previously requested to receive paper copies of the proxy materials, we are providing paper copies of the proxy materials instead of a Notice of Internet Availability of the proxy materials.

What does it mean if I receive more than one proxy card on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each proxy card you receive.

May I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

Our Second Amended and Restated Certificate of Incorporation provides for a classified Board of Directors divided into three classes. The Board believes that a classified Board of Directors provides continuity and stability in pursuing the Company’s policies and strategies and reinforces its commitment to long term perspective and value creation. Johnny Kim and Timothy A. Wicks constitute a class with a term that expires at the Annual Meeting of Stockholders in 2025 (the “Class I Directors”); Olivia Kirtley, Max Lin and Steve Miller constitute a class with a term that expires at the Annual Meeting of Stockholders in 2026 (the “Class II Directors”); and Jon Rousseau and Hunter Craig constitute a class with a term that expires at the Annual Meeting of Stockholders in 2027 (the “Class III Directors”).

Johnny Kim was designated for election to the Board of Directors by investment funds and other entities affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR Stockholder”) pursuant to the terms of a Stockholders Agreement (as defined herein) and as set forth in “The Board of Directors and Certain Governance Matters” below.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. Each nominee has indicated that he will be willing and able to serve as a director. If the nominee ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

Nominees for Election to the Board of Directors in 2025

The following information describes the principal occupations, other business directorships and experience, and the term of service of the director nominees. Beneficial ownership of equity securities of each director nominee is shown under “Ownership of Securities” below.

Vote Required

With respect to the election of the director nominees, you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES NAMED ABOVE.

Continuing Members of the Board of Directors

The following information describes the principal occupations, other business directorships and experience, and the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year. Beneficial ownership of equity securities for these directors is also shown under “Ownership of Securities” below.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Board of Directors manages or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and three standing committees: the Audit Committee; the Compensation Committee; and the Quality & Compliance and Governance Committee.

Our Board evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders. Our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board as described under “Communications with the Board” below.

The Stockholders Agreement described under “Transactions with Related Persons—Stockholders Agreement” provides that certain affiliates of investment funds and other entities affiliated with KKR Stockholder and an affiliate of Walgreens Boots Alliance, Inc. (“Walgreens Stockholder”) have the right to designate nominees to our Board of Directors subject to the maintenance of certain ownership requirements in us. As of the record date, the KKR Stockholder continues to meet its ownership requirements and has the right to designate the number of directors and director votes as specified in the Stockholders Agreement. Mr. Kim is the director nominee of the KKR Stockholder pursuant to the Stockholders Agreement. The Walgreens Stockholder has declined to nominate a director pursuant to the Stockholders Agreement.

Controlled Company Exemption

Investment funds and other entities affiliated with Kohlberg Kravis Roberts & Co. L.P. collectively beneficially own shares representing approximately 54% of the voting power of our shares eligible to vote in the election of directors, as of the record date. As a result, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq.

Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our Board of Directors consist of independent directors, (2) that our Board of Directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that director nominations be made, or recommended to the full Board of Directors, by our independent directors or by a nominating and governance committee that is comprised entirely of independent directors with a written charter or board resolution addressing the nominations process and such related matters. See “Director Independence and Independence Determinations” below for more information about the independence of each of our directors.

In the event that we cease to be a “controlled company” and our shares continue to be listed on Nasdaq, we will be required to comply with these standards and, depending on our Board of Directors’ independence determination with respect to our then-current directors, we may be required to add additional directors to our Board of Directors in order to achieve such compliance within the applicable transition periods.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and Nasdaq rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a have a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current Nasdaq corporate governance standards for listed companies. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually, subject to a determination by us to rely on the exemption available to controlled companies and the applicable transition period under the applicable Nasdaq rules.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the Nasdaq independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has affirmatively determined that each of Ms. Kirtley, Dr. Miller and Messrs. Wicks, Craig, Kim and Lin is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable Nasdaq guidelines, including with respect to committee membership. Our Board also has determined that each of Ms. Kirtley, Dr. Miller and Mr. Wicks are each “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each of Ms. Kirtley and Messrs. Lin and Wicks is “independent” for purposes of Section 10C(a)(3) of the Exchange Act. In making its independence determinations, our Board of Directors considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).

Director Nomination Process

As a “controlled company,” we rely on the Nasdaq exemption from the requirement that director nominations be made, or recommended to the full Board of Directors, by our independent directors or by a nominating and governance committee that is comprised entirely of independent directors with a written charter or board resolution addressing the nominations process and such related matters. Pursuant to our Corporate Governance Guidelines, the Board is responsible for reviewing the qualifications of potential director candidates and selecting those candidates to be nominated for election to the Board, subject to any obligations and procedures governing the nomination of directors to the Board that may be set forth in the Stockholders Agreement. The Board may consider (a) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially with the other members of the Board and (b) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. The Board monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

In addition to the process described above, the Board also nominates the number of individuals designated by the KKR Stockholder as required under the provisions of the Stockholders Agreement described under “Transactions With Related Persons—Stockholders Agreement.” Mr. Kim is the director nominee of the KKR Stockholder pursuant to the Stockholders Agreement.

When considering whether the nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each board member’s biographical information set forth above. This process resulted in the Board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

The Board will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act, and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the Company’s proxy statement as a nominee of the stockholder and to serving as a director if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, BrightSpring Health Services, Inc., 805 N. Whittington Parkway, Louisville, Kentucky 40222. All recommendations for nomination received by the Secretary that satisfy our Bylaw requirements relating to director nominations will be presented to the Board for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under “Stockholder Proposals for the 2026 Annual Meeting.”

Board Structure

Our Board of Directors is led by Mr. Rousseau, our Chairman of the Board and Chief Executive Officer. The Board maintains the flexibility to determine whether the roles of Chairman and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairman, would not result in better governance or oversight. By combining the role of Chairman and Chief Executive Officer in Mr. Rousseau, we have ensured that the Chairman of the Board has a unique understanding of our Company as well as ongoing executive responsibility for the Company. In the Board’s view, this enables the Board to better understand the Company and work with management to enhance stockholder value. In addition, the Board believes that this structure enables it to better fulfill its risk oversight responsibilities and enhances the ability of the Chief Executive Officer to effectively communicate the Board’s view to management.

Our Corporate Governance Guidelines provide that whenever the Chairman of our Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” the independent directors may, but are not obligated to, elect from among themselves a Lead Director. The independent directors have not elected a Lead Director at this time.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and any non-independent directors.

Board Committees and Meetings

The standing committees of our Board of Directors consists of an Audit Committee, a Compensation Committee and a Quality & Compliance and Governance Committee. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. We do not currently have a nominating committee, and such nominating functions are held by the Board collectively in accordance with our governing documents. We are exempt from the requirement that our director nominees be selected, or recommended for our board of directors’ selection, by a nominating/governance committee comprised solely of independent directors due to our status as a “controlled company” under the rules of Nasdaq.

The following table summarizes the current membership of each of the Board’s committees and the number of meetings held by each committee during the year ended December 31, 2024.

Directors are expected to attend annual meetings of stockholders. During the year ended December 31, 2024, the Board held five meetings. In 2024, all of our directors attended at least 75% of the meetings of the Board and committees during the time in which he or she served as a member of the Board or such committee.

Audit Committee

Our Audit Committee consists of Olivia Kirtley, who serves as the Chair, Timothy A. Wicks, and Dr. Steve Miller. All members of the Audit Committee have been determined to be “independent,” consistent with our Audit Committee charter, Corporate Governance Guidelines and the Nasdaq listing standards applicable to boards of directors in general and audit committees in particular. In addition, Ms. Kirtley, Mr. Wicks, and Dr. Miller each qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. Mr. Kim previously served on the Audit Committee, but resigned as a member of the Audit Committee in January 2025 in compliance with the “controlled company” exemption that requires a listed company’s audit committee to be fully independent one year following its listing date.

The purpose of the Audit Committee is to prepare the audit committee report required by the SEC to be included in our proxy statement and to assist our Board of Directors in overseeing:

Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Audit Committee Charter.

Compensation Committee

Our Compensation Committee, consists of Max Lin, who serves as Chair, Olivia Kirtley, and Timothy A. Wicks.

The purpose of the Compensation Committee is to assist our Board in discharging its responsibilities relating to:

Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Compensation Committee Charter.

Quality & Compliance and Governance Committee

Our Quality & Compliance and Governance Committee, consists of Dr. Steve Miller, who serves as the Chair, and Hunter Craig.

The purpose of the Quality & Compliance and Governance Committee includes:

Our Board of Directors has adopted a written charter for the Quality & Compliance and Governance Committee, which is available on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Quality & Compliance and Governance Committee Charter.

Oversight of Risk Management

Our Board of Directors has extensive involvement in the oversight of risk management related to us and our business. Our Board of Directors accomplishes this oversight both directly and through its Audit Committee, Compensation Committee, and Quality & Compliance and Governance Committee, each of which assists the Board of Directors in overseeing a part of our overall risk management and regularly reports to the Board of Directors. The Audit Committee represents the Board of Directors by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the oversight of administrative and financial controls, our compliance with legal and regulatory requirements and our policies with respect to risk assessment and risk management. Through its regular meetings with management, including the finance, legal and internal audit functions, the Audit Committee reviews and discusses significant areas of our business and related risks and summarizes for the Board of Directors areas of risk and any mitigating factors. The Compensation Committee considers, and discusses with management, management’s assessment of certain risks, including whether any risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us. The Quality & Compliance and Governance Committee represents the Board of Directors by periodically reviewing and discussing with Company management the Company’s major risk exposures

relating to the oversight of general internal control and risk management procedures and regulatory compliance programs (excluding financial and other matters which are subject to the oversight of the Audit Committee), and monitoring compliance with the Code of Ethics and Business Conduct by Company personnel. In addition, our Board of Directors receives periodic detailed operating performance reviews from management.

Code of Ethics and Business Conduct

We adopted a Code of Ethics and Business Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, and principal accounting officer. Our Code of Ethics and Business Conduct is available on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Code of Ethics and Business Conduct. Our Code of Ethics and Business Conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website at ir.brightspringhealth.com under Corporate Governance → Governance Overview → Code of Ethics and Business Conduct.

Insider Trading Policies and Procedures

The Company has adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of its securities by directors, officers, and employees that the Company believes are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. The Company’s insider trading policy states, among other things, that its directors, officers, and employees (and entities controlled by such persons as well as family members) are prohibited from trading in such securities while in possession of material, nonpublic information. The Company is also prohibited from trading in the Company securities while in possession of material, nonpublic information related to the Company unless such trading activity complies with all applicable securities laws.

The Company’s insider trading policy also prohibits directors and employees (including officers) from trading in options, warrants, puts and calls or similar instruments on the Company’s securities or selling such securities short. In addition, directors and employees (including officers) are prohibited from purchasing financial instruments or otherwise engaging in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities.

The foregoing summary does not purport to be complete and is qualified by reference to the Securities Trading Policy, which is filed as Exhibit 19.1 to the Company’s 2024 10-K.

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of our Board of Directors, including each of the committees of the Board, or with the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Company’s Corporate Secretary 805 N. Whittington Parkway, Louisville, Kentucky 40222, who will forward such communication to the appropriate party.

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed KPMG LLP to serve as our independent registered public accounting firm for 2025.

Although ratification is not required by our Bylaws or otherwise, the Board of Directors is submitting the selection of KPMG LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of KPMG LLP is expected to attend the Annual Meeting. The representative will also have the opportunity to make a statement if the representative desires to do so, and the representative is expected to be available to respond to appropriate questions.

Audit and Non-Audit Fees

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2024 and 2023 by KPMG LLP, our independent registered public accounting firm.

Audit Fees. This category consists of the annual audit of our consolidated financial statements and the interim reviews of the quarterly consolidated financial statements and services rendered in connection with registration statements, including comfort letters and consents.

Audit-Related Fees. This category consists of fees billed for professional services provided in connection with assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and that are not reported under Audit Fees.

Tax Fees. This category includes all fees associated with tax compliance, tax advice, and tax planning work.

All Other Fees. This category consists of fees for all other services that are not reported above.

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee has established a policy for the pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.

All services were pre-approved by our audit committee, which concluded that the provision of such services by KPMG LLP, was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The audit committee’s pre-approval policy provides for the pre-approval of audit, audit-related and tax services specifically described by the audit committee on an annual basis, and unless a type of service is pre-approved under the policy, it will require separate pre-approval by the audit committee if it is to be provided by the independent registered public accounting firm. The policy authorizes the audit committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

Vote Required

Approval of the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2025 requires the affirmative vote of the holders of a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal. Abstentions will have the effect of a vote “AGAINST” this proposal and broker non-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter that is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “The Board of Directors and Certain Governance Matters—Board Committees and Meetings—Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Olivia Kirtley, Chair

Steve Miller

Timothy A. Wicks

PROPOSAL NO. 3—ADVISORY NON-BINDING VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast an advisory, non-binding vote to approve the compensation of our named executive officers as described in this Proxy Statement. This proposal provides our stockholders with the opportunity to express their views on the design and effectiveness of our executive compensation program.

Advisory Non-Binding Vote on Compensation of Named Executive Officers

We believe that our executive compensation philosophy and program, as described below in the “Executive Compensation Discussion and Analysis” section of this Proxy Statement, are effective in achieving our goals, and that the executive compensation reported in this Proxy Statement is appropriate, competitive, and aligned with both short-term and long-term business strategy and outcomes. The compensation program for our named executive officers is focused on pay-for-performance principles. The program is designed to attract, motivate, and retain executive officers in a highly competitive market for executive talent, reward and align the executive officers’ interests with the interests of our stockholders to create long-term value, while at the same time avoiding the encouragement of excessive risk-taking.

For a more detailed discussion of our compensation philosophy, objectives, principles, and programs, we strongly encourage our stockholders to review this Proxy Statement, and in particular the information contained in “Executive Compensation Discussion and Analysis” and in the compensation tables and narrative that follow it in the “Executive Compensation Tables” section of this Proxy Statement.

The vote on executive compensation is not intended to address any specific element of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.

Because this vote is advisory in nature, it will not affect any compensation already paid to our named executive officers, and will not be binding on us, the Compensation Committee, or the Board. Although the vote is non-binding, the Compensation Committee and the Board value the opinions of our stockholders and will consider the outcome of the vote in making future executive compensation decisions.

We are asking our stockholders to vote “FOR,” in an advisory vote, the following resolution:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers as disclosed under “Compensation Discussion and Analysis” pursuant to Item 402 of Regulation S-K, including the accompanying compensation tables and narrative disclosure contained in this Proxy Statement, is hereby APPROVED.”

Vote Required

Approval, on an advisory, non-binding basis, of the compensation of our named executive officers requires the affirmative vote of the holders of a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal. Abstentions will have the effect of a vote “AGAINST” this proposal and broker non-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Proposal NO. 4—Advisory Vote On The Frequency Of Holding An Advisory Vote On Executive Compensation

Pursuant to SEC rules, the Board is required to submit an advisory, non-binding resolution to stockholders at least once every six (6) years to determine whether advisory, non-binding votes on the Company’s executive compensation should be held every one (1), two (2) or three (3) years. The Company is requesting that its stockholders provide an advisory vote on the frequency of future say-on-pay votes for the first time.

After careful consideration of this proposal and review of prevailing market practice, the Board has determined that an advisory vote on executive compensation that occurs each year, or an annual vote, is the most appropriate frequency for the Company at this time, and therefore the Board recommends an annual advisory vote on executive compensation. In formulating its recommendation, the Board determined that an annual advisory vote on named executive officer compensation will allow stockholders to provide their direct input on our compensation philosophy, policies and practices as disclosed in future proxy statements on a more timely and consistent basis than if the vote were held less frequently.

Stockholders of the Company will have the opportunity to specify one of four choices for this proposal on the proxy card: (1) one year; (2) two years; (3) three years; or (4) abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation. Rather, stockholders are being asked to express their preference regarding the frequency of future advisory votes to approve executive compensation.

While this vote is non-binding, we value the opinions of our shareholders and will consider the outcome of the vote when determining the frequency of future shareholder advisory approvals of executive compensation.

Vote Required

Approval, on an advisory, non-binding basis, of the frequency of holding an advisory vote on compensation of our named executive officers requires the affirmative vote of the holders of a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal. Abstentions and broker non-votes will not affect the outcome of voting on this proposal.

THE BOARD OF DIRECTORS recommends that STOCKHOLDERS vote for every “ONE YEAR” with respect to how frequently a STOCKHOLDER advisory approval of executive compensation should occur.

EXECUTIVE OFFICERS OF THE COMPANY

The following table presents summary information regarding each of our executive officers as of the date of this Proxy Statement. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors or executive officers.

Jon Rousseau has served as our President and Chief Executive Officer since September 2016, and the Chairman of our Board since January 2024. Prior to joining the Company, Mr. Rousseau was an executive vice president at Kindred Healthcare, Inc. with multiple leadership roles from June 2013 – July 2016, including president of Kindred Rehabilitation Services and prior to that president of the Care Management Division and Kindred at Home, Kindred’s home health, hospice, home care and home-based primary care businesses. Before Kindred, Mr. Rousseau held a number of senior leadership positions at other market-leading healthcare product and technology companies, including vice president of global marketing, strategy, and commercial development at Mylan, Inc. and global senior director of the continuous glucose monitoring franchise with Medtronic PLC (2006 – 2013). For the first part of his career, Mr. Rousseau worked at Friedman Fleischer & Lowe LLC in private equity (1998 – 2005) and at Morgan Stanley in investment banking (1996 – 1998). He received his MBA from Harvard Business School and his A.B. degree from Princeton University.

Jennifer Phipps has served as our Executive Vice President and Chief Financial Officer since March 2025. Previously, Ms. Phipps served as the Company’s Senior Vice President and Chief Accounting Officer since January 2017 and as Principal Accounting Officer since the Company’s initial public offering in January 2024, as well as Chief Financial Officer of the Company’s Home Health and Hospice business lines since January 2023. In her capacity at the Company Ms. Phipps has also managed and overseen the organization’s procurement, real estate, and tax departments and played a leadership role in all financial systems processes and enhancements and all financially related acquisitions and divestitures activities. Prior to joining the Company in 2017, Ms. Phipps served in various accounting and SEC reporting leadership roles over time at Cardinal Health from 2009 to 2017. Prior to that, she worked in public accounting at Ernst & Young from 2003 to 2009. Ms. Phipps holds an active CPA license and earned her Bachelor of Science in Business Administration in accounting and Master of Accounting from The Ohio State University.

Jennifer Yowler has served as our President of PharMerica since March 2022. Previously, Ms. Yowler served as PharMerica’s Chief Financial Officer since June 2019. Ms. Yowler brings more than 20 years of experience in finance and operations at multiple Fortune 500 companies in the long-term care and healthcare industry. Prior to joining PharMerica, Ms. Yowler served as Chief Financial Officer at Partners Pharmacy from October 2015 to June 2019 and held several senior level positions at Omnicare from October 2004 to September 2015. Ms. Yowler began her career at PricewaterhouseCoopers in the audit and assurance group, working on various clients in the healthcare and insurance spectrum. Ms. Yowler obtained a Bachelor of Science degree in Business Administration and Accounting from Ohio University.

Bob Barnes has served as our President of Community Living since July 2018. Prior to joining the Company, Mr. Barnes was the Senior Vice President of Operations at Trilogy Health Services, LLC from July 2016 to July 2018 where he directed national healthcare operations in the Midwest. Prior to Trilogy Health Services, Mr. Barnes served as the Chief Operating Officer at Affinity Health Services, Inc. and held operational leadership roles at Guardian Elder Care Holdings, Inc. Mr. Barnes holds a Nursing degree from Mount Aloysius College and earned a Nursing Home Administration certification from Slippery Rock University.

Mike McMaude has served as our President of Hospice Services since April 2021 and the Chief Executive Officer of our subsidiary Abode Healthcare since he founded the company in 2012. Prior to Abode, Mr. McMaude was the Chief Executive Officer of Voyager HospiceCare from 2007 to 2010. Prior to Voyager HospiceCare, Mr. McMaude founded and was the Chief Executive Officer of Accumed, a skilled-nursing homecare business. Earlier in his career, Mr. McMaude was the President of the Home Health division of Amedisys and held various positions with Columbia HCA, where his responsibilities included overseeing home health and hospice operations in the Central and Western United States. Mr. McMaude has a B.A. degree in business administration from Hardin-Simmons University, where he is currently a member of the Board of Development. Mr. McMaude is also a member of the Advisory Board for Grant Avenue Capital, a member of the board of Overland International, LLC, and a member of the board of Community Health Accreditation Partner.

Lisa Nalley has served as our Chief of Staff since February 2017 and Senior Vice President of Human Resources since August 2020, and also serves as the leader of the Executive Project Management Office. Prior to joining the Company, Ms. Nalley was a business consultant at Barrel Consulting, LLC, and before that, Ms. Nalley served as Sr. Director of Strategic Initiatives for Kindred Rehabilitation Services and Kindred at Home, as well as several other business improvement roles from 2003 to 2016 at Kindred Healthcare, Inc. Ms. Nalley has an A.A.S. in Applied Science in paralegal science from Marshall University.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

This compensation discussion and analysis provides an overview of our executive compensation philosophy and the material elements of compensation awarded to, earned by, or paid to our named executive officers with respect to the year ended December 31, 2024. Our executive compensation scheme is designed to attract and retain individuals qualified to manage and lead our Company and to also motivate them to contribute to the achievement of our financial and operational goals and ultimately create and grow our equity value.

Our named executive officers for 2024 were:

Compensation Philosophy, Objectives & Process – How We Make Compensation Decisions

Our Compensation Philosophy and Objectives

Our primary executive compensation philosophy and objectives are to:

We seek to maintain a quality and performance-oriented culture and a compensation approach that rewards our named executive officers when we achieve our goals and objectives, while putting at risk an appropriate portion of their compensation if our goals and objectives are not achieved. Consistent with this philosophy, as displayed in the chart below, we have sought to create an executive compensation package that balances short-term versus long-term components, cash versus equity elements and fixed versus contingent payments in ways that we believe are most appropriate to motivate them.

Fiscal 2024 Highlights

We achieved strong performance in 2024, and the financial performance highlights identified in the bullets below are closely tied to the performance metrics of our compensation program:

“Adjusted EBITDA” is a non-GAAP financial measure that is defined as our net income before interest, taxes, depreciation, and amortization adjusted to eliminate the impact of certain items, including certain non-cash and other items, that we do not consider representative of our ongoing operating performance. For additional detail on the reconciliation from Net Income to Adjusted EBITDA see “Non-GAAP Financial Measures” on page 75 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Other financial highlights include:

Role of Our Board of Directors and Executive Officers

Our Compensation Committee and our Board of Directors have determined and approved long-term executive compensation for our executive officers after taking into consideration the recommendations of our Chief Executive Officer, except with respect to his own long-term executive compensation. Our Compensation Committee and our Board of Directors annually review our Chief Executive Officer’s performance and approve any changes to his compensation package in light of such review. Our Chief Executive Officer does not participate in deliberations regarding his own compensation. Our Chief Executive Officer periodically reviews each other named executive officer’s performance with our Board of Directors and recommends an appropriate base salary, annual incentive payout, relevant discretionary bonuses, if applicable, and grants of long-term equity incentive awards.

Role of the Compensation Consultant

In April 2021, we engaged Meridian Compensation Partners, a compensation consulting firm (the “Consultant”), to provide executive compensation consulting services to help align executive pay with market practices following our initial public offering.

In connection with our initial public offering, the Consultant performed a variety of work, including but not limited to assisting in the development of a market-based executive compensation program and conducting a review of the competitiveness of our executive compensation program. To assist our Board of Directors in its review and evaluation of each of these areas in connection with our initial public offering, the Consultant established a peer group in 2023 composed of 19 companies described below. The peer group was selected based on weighted parameters and financial information and is intended to ensure that the Company remains within a reasonable range of the peer median in terms of revenue, headcount, and market value. LHC Group, Inc. was removed from the peer group and replaced with Guardian Pharmacy Services in 2024.

Elements of Compensation – What We Pay and Why

Base Salary

Base salary compensates executives for performing the requirements of their positions and provides executives with a predictable and stable level of cash income with respect to a portion of their total compensation. Base salaries are intended to reward performance and to attract and retain key executives. Base salaries may be adjusted annually and, in certain circumstances, adjusted mid-year to address competitive pressures or changes in job responsibilities.

Base salary rates for 2024 were as follows:

Effective October 11, 2024, Mr. Reed retired and transitioned to a part-time status continuing in a legal support role where he is compensated $20,000 per month. Effective January 1, 2024, Mr. Barnes received a 7.2% increase to his base pay.

Annual Cash Incentive Program

During 2024, we provided our named executive officers with the opportunity to share in our success through annual cash incentive awards under the BrightSpring Health Services Short Term Incentive Compensation Plan (the “BHS STIC”). The BHS STIC is designed to provide each participant with a “balanced scorecard” for the participant’s annual cash incentive award. The “balanced scorecard” establishes specific corporate performance goals balanced by goals from the officer’s individual area of responsibility and the officer’s expected level of contribution to the Company’s achievement of its corporate goals. Payouts under the BHS STIC are based on our achievement of predefined financial and operational performance targets included within the balanced scorecard. For 2024, the BHS STIC focused on two financial measures: (i) our ability to grow total company-wide profitability (as measured based on EBITDA, calculated as described in the Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024) and (ii) our ability to increase year over year company-wide revenue. Further, for 2024, the non-financial measures focused on a quality index comprised of quality measures from our business lines based on industry quality benchmarks and internally developed quality measures. The quality index included measures such a CAHPS Global Measures, external surveys, customer satisfaction scores, internal audits and pharmacy fulfillment accuracy and timeliness. The balanced scorecard approach is designed to encourage a consistent, long-term management approach to enhancing stockholder value.

For 2024, performance objectives were set at levels that we believed would reflect strong performance based on historical performance and the then-prevailing relevant market conditions in our businesses and macroeconomic conditions. We believe the combination of these performance measures and the proportionate weighting assigned to each reflected our overall goals for 2024, which balanced the achievement of our financial performance with the other scorecard categories. The BHS STIC requires that a minimum EBITDA trigger be met as the “gate” into the plan. If this minimum EBITDA trigger is not achieved for the calendar year performance period, then the plan will not be funded and payouts will not be made to the participant. In addition, awards under the BHS STIC, if earned, are generally contingent upon the participant remaining in continuous employment through the payment date.

The following table illustrates the weighting of each of the scorecard objectives under the BHS STIC for each continuing named executive officer:

Payouts are based on threshold, target, and maximum levels of achievement of the performance objectives applicable to participants. Threshold refers to the minimum acceptable level of performance required for bonus payout consideration, target is the desired level of performance, and maximum is aspirational performance. We focus on matching rewards with results and encourage executive officers to make significant contributions toward our financial results by providing a basic reward for reaching threshold expectations, plus an upside for reaching our aspirational goals. We believe that establishing a maximum payout amount under the BHS STIC deters excessive risk-taking, while having an equitable payout amount that can be earned at a defined performance threshold encourages goal attainment. No payout is made for performance below the minimum threshold. Notwithstanding the forgoing, we have reserved the ability to adjust the actual financial performance results to exclude the effects of extraordinary, unforeseen, unusual, or infrequently occurring events.

The following tables also illustrate the EBITDA and revenue trigger percentage for plan funding and payout.

BHS STIC

Messrs. Rousseau, Mattingly, and Barnes and Ms. Nalley

Under the BHS STIC, with respect to EBITDA and Revenue, if achievement falls between the threshold and target payout percentages, or between the target and maximum payout percentages, the achievement factor will be interpolated on a straight-line mathematical basis. However, for all other scorecard objectives there is no interpolation between achievement levels and participants must fully achieve the next level of performance on the scale to achieve a higher payout. If achievement with respect to any performance objective does not reach threshold payout percentage, then that objective will be deemed to have 0% attainment.

As described above, 25% of the total payout for each of our named executive officers under the BHS STIC is based on certain non-financial quality index measures. We do not disclose the targets levels of these measures because these amounts represent confidential information, the disclosure of which would result in competitive harm (for example, by providing competitors with insight into our business unit forecasting, strategy and performance). These targets are set at the same time and endure the same rigorous process in place for setting the Company financial metrics. We measure achievement of threshold (50% payout), target (100% payout) and maximum (200% payout) the same way that we measure the Company financial objectives under the BHS STIC. There is no payout for achievement below threshold and payments are capped at 200% of target.

For each of the performance objectives, the achievement factor is determined by calculating the payout percentage against the target award opportunity based on the pre-established scale for each plan illustrated in the tables below. The weighted achievement factor for each of the performance objectives is determined by multiplying the weight attributed to each performance objective by the applicable achievement factor for each measure. The following tables outline the calculation of the funding attainment based on the pre-established scale associated with our actual results against the targets and the resulting weighted achievement factors.

Messrs. Rousseau and Mattingly, and Ms. Nalley

BHS STIC

Mr. Barnes

BHS STIC

Mr. McMaude

For 2024, our continuing named executive officers’ target annual cash incentive award as a percentage of earned base salary was 125% for Mr. Rousseau, 100% for Messrs. Mattingly and Reed, 60% each for Mr. Barnes and Ms. Nalley, and 50% for Mr. McMaude. Actual amounts paid under the BHS STIC were calculated separately for each scorecard performance objective by multiplying each named executive officer’s base salary earned in 2024 by (i) the executive’s BHS STIC target award opportunity (which is reflected as a percentage of earned base salary) and (ii) the executive’s weighted performance objective achievement factor for that objective, and then adding the results together.

The following table illustrates the calculation of the payout earned under the BHS STIC by each of our continuing named executive officers.

Notwithstanding the establishment of the performance components and the formula for determining the BHS STIC award payment amounts as described above, we have the ability to exercise positive or negative discretion and award a greater or lesser amount than determined by the above formula if, in the exercise of our business judgment, we determine that a greater or lesser amount is warranted under the circumstances.

Additional details regarding the dollar value of threshold, target, and maximum bonus payout opportunities for 2024 are provided under “Executive Compensation Tables—Grants of Plan-Based Awards.”

Discretionary Bonuses

The Compensation Committee and Board awarded discretionary bonuses to Messrs. Mattingly, Barnes, and McMaude, and Ms. Nalley to reward their exceptional individual contributions to the consummation of our initial public offering. Ms. Nalley also received an additional discretionary payout under the BHS STIC. The bonuses were paid out in the following amounts:

Long-Term Incentive Program

In addition to base salary and cash bonus compensation, each of our continuing named executive officers is eligible for long-term equity (“LTI”) awards. The LTI program is designed to reward for future Company performance, align with the long-term interests of our stockholders and to retain executives over multi-year vesting periods. LTI compensation provides an opportunity for executive officers to increase their ownership interest in the Company through grants of equity-based awards.

The Board of Directors adopted the 2017 Stock Incentive Plan, effective January 24, 2018 (the “2017 Stock Plan”). To date, the only form of equity award granted to our executive officers have been stock options under the 2017 Stock Plan. The 2017 Stock Plan was terminated upon our initial public offering. As a result, no further awards will be made under the 2017 Stock Plan; however, awards granted under the 2017 Stock Plan will continue to be governed by their existing terms.

Since the adoption of the 2017 Stock Plan, equity awards have been granted in connection with an executive’s initial employment, and upon a significant performance contribution or increase in responsibility or job scope. Our Board of Directors determines the amount of long-term executive compensation for our executive officers after taking into consideration the recommendations of our Chief Executive Officer (except with respect to his own long-term incentive compensation), the outstanding holdings of each executive officer, organizational significance of their position, and individual performance (both historical and expected future performance).

Option Awards Granted in 2024

In connection with our initial public offering, we adopted our 2024 Equity Incentive Plan (the “2024 Incentive Plan”), effective January 24, 2024. In January 2024, our Board of Directors granted stock options under the 2024 Incentive Plan to each of our named executive officers in connection with our initial public offering. The stock options are subject to time-based vesting terms. The grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), for each of these awards is reported in the Summary Compensation Table. Additional details regarding the equity award described above, including grant date and exercise price, are provided under “Executive Compensation Tables—Outstanding Equity Awards at December 31, 2024.”

The stock options have a ten-year term and vest in three annual installments subject to continued employment or service through each applicable vesting date.

For Mr. Rousseau only, the stock options are subject to quarterly vesting, and if he is terminated by us without cause, resigns for good reason, or due to Mr. Rousseau’s death or disability, all then unvested stock options granted in 2024 shall become fully vested upon such termination.

For more information on vesting and other treatment of these stock options upon specified termination events or a change in control, see “Termination and Change in Control Arrangements” and “Potential Payments Upon Termination or Change of Control.”

Restricted Stock Unit Awards Granted in 2024

In January 2024, we granted time-based vesting restricted stock units (“RSUs”) to our named executive officers. The RSUs granted to Mr. Rousseau will vest quarterly over three years from the date of grant subject to his continued employment or service through the applicable vesting date. The RSUs granted to Messrs. Mattingly, Reed, Barnes and McMaude and Ms. Nalley will vest in three equal annual installments subject to their continued employment or service through the applicable vesting date, with the first installment vesting on January 25, 2025. The grant date fair value for these RSUs is reported in the “Summary Compensation Table.”

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Executive and Broad-Based Employee Benefits

Our continuing named executive officers are eligible to receive the same medical, dental, vision, and voluntary benefits offered to all other full-time employees. Additionally, our continuing named executive officers are eligible to receive enhanced life and disability benefits, including group term life and accidental death & dismemberment insurance (2.0x their annual base salary up to $1.5 million), full income replacement as a result of a short term disability for up to 26 weeks, and a long term disability benefit of 70% of monthly earnings up to a maximum of $20,000 per month. The enhanced short-term disability benefit program is self-funded (i.e., no premiums are paid to a third-party insurer) and thus there is no incremental cost to the Company to provide this benefit, as no specific allocation of cost is made to any named executive officer prior to the occurrence of a disability.

During 2024, we sponsored and maintained a plan qualified under Section 401(k) of the Internal Revenue Code for all eligible employees, including our named executive officers (the “401(k) Plan”). Under the 401(k) Plan, eligible employees may elect to defer a portion of their compensation, up to the limit prescribed by the Internal Revenue Service. None of our named executive officers were eligible to receive any discretionary employer matching contributions under our 401(k) Plan with respect to 2024.

In addition, in 2024, under our BrightSpring Health Services Nonqualified Deferred Compensation Plan, management and other highly compensated employees were permitted to defer up to 50% of their annual salary.

Severance Arrangements

Our employment arrangements with each of our named executive officers provide for payments and other benefits in connection with certain qualifying terminations of employment. Our Board of Directors believes that these severance benefits: (1) help secure the continued employment and dedication of our named executive officers; (2) enhance our value to a potential acquirer because our named executive officers have non-competition, non-solicitation, and confidentiality provisions that apply after any termination of employment, including after a change in control; and (3) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management.

Additional information regarding the severance arrangements with each of our named executive officers, including a quantification of benefits that would have been received by each named executive officer who are currently employed by the Company had his or her employment terminated on December 31, 2024, is provided under “Termination and Change in Control Arrangements.”

Clawback Policy

We have adopted an incentive compensation clawback policy that complies with the SEC and Nasdaq requirements.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with management. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the section entitled “Compensation Discussion and Analysis” be incorporated by reference in the Company’s Annual Report on Form 10-K for fiscal year 2024 and included in this Proxy Statement.

Executive Compensation Tables

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of our named executive officers for the years indicated.