DEF 14A of Addus HomeCare Corp
Filed Apr 24, 2025 · FY20240000950170-25-057552
PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS
PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS
General
General Our Amended and Restated Bylaws (the “Bylaws”) divide our Board into three classes with the terms of office of each class ending in successive years. Our Bylaws empower our Board to fix the exact number of directors and appoint persons to fill any vacancies on the Board until the next election of the class for which such director was chosen. Following a recommendation from the Nominating and Corporate Governance Committee, our Board has nominated Esteban López, M.D., Jean Rush and Susan T. Weaver, M.D., FACP, for election as Class I directors of the Company to serve a three-year term to expire at the annual meeting of shareholders in 2028.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THESE NOMINEES AS DIRECTORS OF THE COMPANY. Each of the nominees has consented to being named as a director nominee in this Proxy Statement and has agreed to serve for the three-year term to which he or she has been nominated, if elected. It is the intention of the persons named as proxies, subject to any direction to the contrary, to vote in favor of the candidates nominated by the Board. We know of no reason why any nominee would be unable to serve as a director. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board, or the Board may reduce the number of directors to be elected. If any director resigns, passes away or is otherwise unable to serve out the director’s term, or the Board increases the number of directors, the Board may fill the vacancy until the next election of the class for which such director was chosen.
Nominees for Election at this Annual Meeting (To Terms Expiring in 2028)
Nominees for Election at this Annual Meeting (To Terms Expiring in 2028) Esteban López, M.D., age 52, has served as a director of the Company since January 2021. He is the Chief Executive Officer of Alation Health, a health plan company. Dr. López is also the founder and Chief Medical Officer of Hopscotch Health, a provider of pediatric urgent care based in San Antonio, Texas, and was a director of Axonics, Inc., a previously public medical technology company focused on the design, development, and commercialization of innovative and minimally invasive sacral neuromodulation solutions, prior to its acquisition by Boston Scientific Corporation. He previously served as the Chief Medical Officer of Doxy.me, Inc., a telemedicine software provider. From May 2023 until August 2023, Dr. López served as Vice President, U.S. Growth, for Babylon Health (NYSE: BBLN), a London based digital-first health service provider. From September 2020 until March 2023, he served as Market Lead-Americas, Healthcare and Life Sciences for Google Cloud, with executive responsibility for strategy, thought leadership and product development for the multinational technology company. From March 2013 to December 2019, Dr. López served as Chief Medical Officer for Clinical Strategy and Innovation for Health Care Service Corporation (HCSC), one of the largest health insurers in the U.S. Prior to this position, he was President of the Southwest Texas Region for Blue Cross Blue Shield of Texas, as well as Chief Medical Officer, where Dr. López had oversight responsibility for sales, network, medical and community affairs for a 1.8- million-member business. He is also a former advisor to UNIT Innovations and served on the board of directors of The Texas Lyceum. Dr. López also previously held executive committee roles with the San Antonio Economic Development Foundation, the San Antonio Mayor’s Fitness Council, and the San Antonio Hispanic Chamber of Commerce. Dual board-certified in Internal Medicine and Pediatrics, Dr. López earned his medical degree from Michigan State University and holds a Bachelor of Arts degree in Biology from the University of California, Santa Cruz, and a master’s degree in business administration from the University of Texas at Dallas. We believe Dr. López’s qualifications to serve as a director of our Company include his experience in the healthcare industry, knowledge as a medical doctor and experience on other company boards of directors. Jean Rush, age 67, has served as a director of the Company since October 2018. From 2015 to July 2018, Ms. Rush served as the Executive Vice President of Government Markets at HighMark Inc., an affiliate of BlueCross BlueShield. During her tenure at HighMark Inc., Ms. Rush held various board positions in both corporate and non-profit capacities, including Gateway Health Solutions, Highmark Delaware, West Virginia Family Health, and Highmark Select Resources. Prior to serving at Highmark, Ms. Rush served in various executive roles with Centene Corporation (NYSE: CNC) from 2011 to 2015, most recently as Senior Vice President, Complex Care. Ms. Rush currently serves, and has served in the past, on the board of directors of numerous privately owned healthcare companies. Ms. Rush is also a member of the board of directors and chair of the compensation committee of Women Business Leaders in the U.S. Healthcare Industry. She earned a Bachelor of Arts degree from Boston College and a master’s degree in business administration from the University of Connecticut. We believe Ms. Rush’s qualifications to serve as a director of our Company include her experience in the healthcare industry, experience with Medicare and Medicaid, including Medicare Advantage, her financial literacy, executive business experience, competency related to cyber security and experience on other company boards of directors. Susan T. Weaver, M.D., FACP, age 64, has served as a director of the Company since October 2016. Dr. Weaver also currently serves as a Senior Advisor to Frazier Healthcare Partners, a healthcare private equity and venture capital firm. Previously, she served as President and then Chief Executive Officer of KEPRO, a technology enabled healthcare services company, from July 2018 until its merger with CNSI in December 2022. From 2016 to July 2018, Dr. Weaver served as the Chief Executive Officer of the healthcare services company C3 HealthcareRx, LLC. Prior to joining C3 Healthcare Rx, she was President of Transformation Health Partners, a healthcare consulting company she founded in 2015. From 2012 to 2015, Dr. Weaver served at Blue Cross Blue Shield of North Carolina, the state’s largest health insurer, completing her service there as Chief Medical Officer. From 2009 to 2012, Dr. Weaver held various executive positions at WakeMed Health & Hospitals, a healthcare services provider, including Executive Vice President of Medical Affairs. Dr. Weaver has served on the board of AdaptHealth Corp. (Nasdaq: AHCO), a home medical equipment company, since November 2019. She previously served on the board of directors for Acentra Health until December 2024 and the board of directors of DFB Healthcare Acquisitions Corp. until its merger with AdaptHealth Corp. Dr. Weaver also previously served on the board of directors of several privately held healthcare companies and nonprofit organizations. Dr. Weaver earned a Bachelor of Science in psychology from Duke University and an M.D. from the Duke University School of Medicine. She completed postgraduate training at Massachusetts General Hospital in Boston. Dr. Weaver is board-certified in Internal Medicine and is a Fellow of the American College of Physicians. We believe Dr. Weaver’s qualifications to serve as a director of our Company include her experience in the practice of medicine, business, corporate strategy and the healthcare industry as well as her knowledge of regulations regarding government reimbursements.
Directors Whose Terms of Office Will Continue after this Meeting
Directors Whose Terms of Office Will Continue after this Meeting
Class II Directors Whose Terms Expire in 2026
Class II Directors Whose Terms Expire in 2026 Heather Dixon, age 52, has served as a director of the Company since March 2023. Ms. Dixon currently serves as Chief Financial Officer of Acadia Healthcare, the largest stand-alone behavioral healthcare company in the United States. Previously, she was Chief Financial Officer of Everside Health, one of the nation’s largest direct primary care providers. Ms. Dixon served as an independent board member and chair of the audit committee of Signify Health from 2021 until its acquisition in March 2023. Prior to joining Everside, Ms. Dixon was the Senior Vice President, Global Controller and Chief Accounting Officer of Walgreens Boots Alliance, Inc. (Nasdaq: WBA), a Fortune 20 integrated healthcare, pharmacy and retail company, from 2019 to 2021. From 2016 to 2019, Ms. Dixon was the Chief Accounting Officer of Aetna, one of the nation’s largest managed health care companies. Ms. Dixon has a Bachelor of Business Administration degree in Accounting from Southern Methodist University. She is also a certified public accountant (CPA). We believe Ms. Dixon’s qualifications to serve as a director of our Company include her experience in the healthcare industry, her financial literacy and executive business experience and experience on other company boards of directors. Michael Earley, age 69, has served as a director of the Company since 2014. Since 2013, Mr. Earley has also advised on healthcare services and other businesses through a consulting company, Pelican Advisors, LLC, where he serves as Managing Member. Mr. Earley served as Chairman and CEO of Metropolitan Health Networks, Inc. (NYSE: MDF), an operator of a provider services network, from 2003 to 2013. Mr. Earley served as Chairman and CEO of Vistage Florida, a business advisory and executive coaching organization, from November 2021 to September 2022. Mr. Earley has been an advisor to public and privately owned companies, acting in a variety of management roles since 1997. From 1986 to 1997, Mr. Earley served in a number of senior management roles, including Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Corporate Development Officer, for Intermark, Inc. and Triton Group Ltd., both publicly traded diversified holding companies. Mr. Earley was CEO of Collins Associates, an institutional money management firm, from 2000 through 2002. Mr. Earley has also served as a director of several public companies throughout his career. From 1978 to 1983, he was an audit and tax staff member of Ernst & Young LLP. Mr. Earley earned undergraduate degrees in accounting and business administration from the University of San Diego. We believe his qualifications to serve as a director of our Company include his experience in the healthcare industry, his financial literacy and his experience on other public company boards of directors. Veronica Hill-Milbourne, age 62, has served as a director of the Company since January 2021. Since 2019, Ms. Hill-Milbourne has been President and Chief Executive Officer of Spectrum Health Services, Inc., with executive oversight of four Federally Qualified Health Centers located in Philadelphia, Pennsylvania. From 2017 to 2019, she served as Chief Executive Officer/State Director for Pathways, with executive oversight of mental and behavioral health home and community-based services programs operating in 30 counties throughout Pennsylvania. Prior to this position, she held senior executive leadership roles with healthcare organizations in Philadelphia including Health Transformation Alliance (from 2016 to 2017), Health Partners Plans, Independence Blue Cross, the Inglis Foundation and The Visiting Nurse Association of Greater Philadelphia. Since January 2025, Ms. Hill-Milbourne has served on the Board of Directors of Asbury Communities, a non-profit continuing care retirement community organization. Her community volunteer work includes serving as a member of the board of directors of the Health Federation of Philadelphia, as Chair of the Board of Visitors, Temple University College of Public Health, and previously as Councilwoman for Horsham Township in Montgomery County, Pennsylvania. Ms. Hill-Milbourne earned a Bachelor of Science degree in nursing from the Villanova University College of Nursing, a Master of Science degree in health education from Saint Joseph’s University, and a Juris Doctorate from the Temple University School of Law. She is also a licensed registered nurse in Pennsylvania. We believe Ms. Hill-Milbourne’s qualifications to serve as a director of our Company include her experience in the healthcare industry and knowledge as a medical professional, in addition to her law degree and background in compliance matters.
Class III Directors Whose Terms Expire in 2027
Class III Directors Whose Terms Expire in 2027 R. Dirk Allison, age 69, has served as a director of the Company since 2010, as President and Chief Executive Officer from January 2016 to March 2021 and as Chief Executive Officer and Chairman of the Board since March 2021. From April 2019 to January 2022, Mr. Allison served as a director of National Mentor Holdings, Inc., the holding company for Civitas Solutions, Inc., a home and community-based health and human services provider. From 2013 to 2015, he served as a director of Curo Health Services, LLC, a hospice care provider. From 2013 to 2014, Mr. Allison served as the President and Chief Executive Officer of Correctional Healthcare Companies, Inc., a national provider of correctional healthcare solutions. Prior to joining Correctional Healthcare Companies, Inc., he served as the President and Chief Executive Officer of CCS Medical, Inc., a provider of mail order diabetic supplies, from 2011 to 2013. Prior to that, Mr. Allison served as Senior Vice President, Chief Financial Officer and Treasurer of Odyssey Healthcare, Inc. (Nasdaq: ODSY), a provider of hospice services. Prior to joining Odyssey Healthcare, Inc. in 2006, he was Executive Vice President and Chief Financial Officer of Omniflight, Inc., an operator of aviation support services to the healthcare industry. Prior to Omniflight, Inc., Mr. Allison served for approximately three and a half years as Executive Vice President and Chief Financial Officer of Ardent Health Services LLC, an operator of acute care and behavioral care hospitals, and for approximately four years as Executive Vice President, Chief Financial Officer and Treasurer of Renal Care Group, Inc. (NYSE: RCI), an operator of dialysis centers. Between 1987 and 1999, he served as President and Chief Executive Officer of several publicly and privately held healthcare companies, including a physician practice management company and several institutional pharmacy providers. Mr. Allison earned a Bachelor of Business Administration degree from the University of Louisiana at Monroe (formerly Northeast Louisiana University) and a master’s degree in business administration from the University of Dallas. He is also a certified public accountant (CPA). We believe Mr. Allison’s qualifications to serve as a director of our Company include his experience in the healthcare industry and his expertise in business, corporate strategy and investment matters as well as his financial literacy and experience with multi-site healthcare companies and knowledge of regulations regarding government reimbursements. Mark L. First, age 60, has served as a director of the Company since 2006 and Lead Director since October 2022. Mr. First held the title of President of the Company from 2006 to 2009; however, he was not paid for his service in his capacity as President. Mr. First is a Managing Director of Eos Management, L.P. and its affiliates, where he has been employed since 1994. Mr. First was previously an investment banker with Morgan Stanley & Co., Incorporated (NYSE: MS) from 1991 to 1994. He served as a director of PetIQ prior to its sale, and is a director of several privately owned companies. Mr. First earned a Bachelor of Science degree in economics from The Wharton School of the University of Pennsylvania and a master’s degree in business administration from Harvard Business School. We believe Mr. First’s qualifications to serve as a director of our Company include his financial literacy and experience in business, corporate strategy and investment matters. Darin J. Gordon, age 54, has served as a director of the Company since October 2016. Mr. Gordon also has served as President and Chief Executive Officer of the consulting firm Gordon & Associates, LLC since 2016 and as a founding partner of Speire Healthcare Strategies, LLC, a healthcare consulting firm, since June 2017. From 1996 to May 2016, he was employed by the State of Tennessee’s Division of Health Care Finance and Administration, an $11 billion healthcare enterprise that provided services to nearly 1.5 million Tennesseans. In 2006, he became the division’s Chief Executive Officer and Director, which included his responsibilities as Director of TennCare, Tennessee’s Medicaid program. Prior to becoming the division’s Chief Executive Officer and Director, Mr. Gordon also served as the division’s Director of Managed Care Programs and Chief Financial Officer. Throughout his career, Mr. Gordon has held various board positions in both corporate and non-profit capacities, including at Advanced Care Partners and Upperline Health, Inc. as well as at Siloam Health. He earned a Bachelor of Science degree from Middle Tennessee State University. We believe Mr. Gordon’s qualifications to serve as a director of our Company include his experience in business, corporate strategy and investment matters as well as his financial literacy and knowledge of regulations regarding government reimbursements.
Board of Directors
Board of Directors Our Board oversees our business and monitors the performance of management. The Board does not involve itself in day-to-day operations. The directors keep themselves informed by discussing matters with the Chief Executive Officer, other key executives and our principal external advisors, such as legal counsel, outside auditors, investment bankers and other consultants, by reading the reports and other materials that we send them regularly and by participating in Board and committee meetings. The Board usually meets four times per year in regularly scheduled meetings and more often as necessary. The Board met nine times during 2024. All directors attended at least 75% of the aggregate number of meetings of the Board and committees of the Board of which they were a member held during the year ended December 31, 2024.
Nominating and Corporate Governance Committee
| • | evaluating and approving independent director compensation; |
Overview of our Compensation Program and Compensation Philosophy and Objectives
| • | Compensate executive officers within market standards. We believe that competitive pay, together with our significant growth opportunities and employee-centered corporate culture, allow us to attract and retain top-quality executives. To ensure the competitiveness of our compensation levels within the comparable markets for executive talent, we direct the conduct of periodic independent consulting studies to evaluate our executive compensation program in comparison to pertinent market data and specified peer companies. |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Compensation Committee has the authority to retain a compensation consultant or obtain advice from external legal, accounting or other advisors to assist in the evaluation of executive compensation. The Compensation Committee retained FW Cook as its outside compensation consultant for 2025. FW Cook provided updated benchmarking information to assist the Compensation Committee with setting the Company’s performance-based cash and equity compensation plans in February 2025. Based on FW Cook’s extensive work during 2023, the Compensation Committee did not engage FW Cook for the February 2024 Compensation Committee meeting. The Compensation Committee has reviewed the independence of FW Cook as required by SEC rules and the Nasdaq Stock Market Rules regarding compensation consultants and has concluded that the work of FW Cook for the Compensation Committee does not raise any conflict of interest. All work performed by the compensation consultant is subject to review and approval of the Compensation Committee. FW Cook provided no other services to the Company and only received fees from the Company on behalf of the Compensation Committee.
Benchmarking
Benchmarking To ensure that our executive compensation program is competitive, the Compensation Committee has periodically (most recently in February of 2025) reviewed an analysis of executive compensation at peer group companies assembled by FW Cook. The Compensation Committee uses the comparative peer group data as a point of reference for compensation, but not as the determinative factor. The purpose of the comparison data is not to supplant the analyses of internal pay equity, wealth accumulation and the individual performance of the executive officers that the Compensation Committee considers when making compensation decisions. The Compensation Committee has full discretion in determining the nature and extent of the use of comparative compensation data, including to elect not to use the data at all. There are very few directly comparable peer companies in our sector, so in determining our peer group, we selected companies with similar industry focus, business complexity, and size and operating characteristics. The most recent targeted peer group, updated based on recommendations from FW Cook for market changes, consisted of the following companies:
Benchmarking
| • | Amedisys, Inc. |
Benchmarking
| • | Aveanna Healthcare Holdings, Inc. |
Benchmarking
| • | Chemed Corporation |
Benchmarking
| • | Enhabit, Inc. |
Benchmarking
| • | ModivCare Inc. |
Benchmarking
| • | National HealthCare Corporation |
Benchmarking
| • | Option Care Health, Inc. |
Benchmarking
| • | Pediatrix Medical Group, Inc. |
Benchmarking
| • | RadNet, Inc. |
Benchmarking
| • | Select Medical Holdings Corporation |
Benchmarking
| • | The Ensign Group, Inc. |
Benchmarking
| • | The Pennant Group, Inc. |
Benchmarking
| • | U.S. Physical Therapy, Inc. |
Benchmarking
FW Cook calculated the median total compensation (including the grant date fair value of equity incentives) for this peer group. The Compensation Committee also reviewed data comparing individual compensation for its named executive officers to the average compensation for comparable offices paid by the peer group. The Compensation Committee had FW Cook update this analysis for 2025.
Performance-Based Cash Compensation
The target amount for each annual performance bonus is set as a percentage of the named executive officer’s base salary and is based on the achievement of certain levels of Adjusted EBITDA. The target opportunity for Mr. Allison in 2024 was 100% of base salary, for Messrs. Poff and Bickham the target opportunity was 90% and for Messrs. Anderson and Gaffney the target opportunity was 75%. The threshold Adjusted EBITDA goal must be met in order for any payout to occur and payouts cannot exceed the maximum level, as set forth in the table below. The following table shows the annual incentive opportunities and actual bonus percentages earned for our named executive officers with respect to 2024 performance:
Performance-Based Equity Compensation
Performance-Based Equity Compensation We believe compensation in the form of incentive equity awards aligns the interests of our named executive officers with the interests of our shareholders and rewards our named executive officers for superior corporate performance. We believe this form of compensation is particularly effective for those individuals who have the most impact on the management and success of our business, providing them with a valuable long-term incentive while providing us with a valuable retention tool through the use of vesting periods. We also believe that equity incentives are an important part of a competitive compensation structure necessary to attract and retain talented named executive officers. The performance-based equity component of our named executive officer compensation program is designed to provide our senior management with performance-based award opportunities, to drive superior long-term performance and to align the interests of our senior management with those of our shareholders. For each named executive officer, the award opportunity for 2024 performance was based entirely on the achievement of Adjusted EBITDA as described above in the description of “Performance-Based Cash Compensation.” The target amount for each performance-based equity plan is set as a fixed dollar amount and is based on the achievement of certain performance objectives, subject to adjustment at the discretion of the Compensation Committee. The target value of equity grants as a fixed dollar amount were as follows:
Performance-Based Equity Compensation
| Name | Target $ Amount | | Mr. Allison | 2,500,000 | | Mr. Poff | 1,000,000 | | Mr. Bickham | 1,050,000 | | Mr. Anderson | 375,000 | | Mr. Gaffney | 375,000 |
Performance-Based Equity Compensation
As with the performance-based cash compensation, the Compensation Committee set a threshold of 50% payout at 90% of the Adjusted EBITDA target, and a maximum of 150% payout at 110% of the Adjusted EBITDA target (and linear interpolation within those ranges). The Company achieved Adjusted EBITDA (as described above) in 2024 equal to 112% of the Adjusted EBITDA target, resulting in the dollar value of equity awards of 150% of the target amount. The dollar values were converted into equity using the closing price of the Company’s common stock on February 21, 2025 and granted as restricted stock, vesting over three years on February 21 of 2026, 2027 and 2028. The amounts of these grants, which were made under the Company’s Amended and Restated 2017 Omnibus Incentive Plan (the “A&R 2017 Plan”), were as follows:
Performance-Based Equity Compensation
| Name | Restricted Stock Awards (#) | | Mr. Allison | 34,331 | | Mr. Poff | 13,732 | | Mr. Bickham | 14,419 | | Mr. Anderson | 5,150 | | Mr. Gaffney | 5,150 |
Performance-Based Equity Compensation
For the fiscal year ending December 31, 2025, the Compensation Committee retained achievement of target levels of Adjusted EBITDA as the sole criteria for performance-based equity compensation, with a threshold of 50% of target grant at 90% of the Adjusted EBITDA target, and a maximum of 150% of target grant at 110% of the Adjusted EBITDA target (and linear interpolation within those ranges). Finally, the Compensation Committee also set the target value of equity grants as a fixed dollar amount, as follows:
Performance-Based Equity Compensation
| Name | Target $ Amount | | Mr. Allison | 2,750,000 | | Mr. Poff | 1,100,000 | | Mr. Bickham | 1,150,000 | | Mr. Anderson | 375,000 | | Mr. Gaffney | 375,000 |
Special Retention Grants
| Name | Restricted Stock Award (#) | | Mr. Allison | 63,500 | | Mr. Poff | 31,750 |
Special Retention Grants
The restricted shares granted to Messrs. Allison and Poff will vest in full on the third anniversary of the grant date, provided that the restricted shares granted to Mr. Allison will become immediately vested upon a change in control, Mr. Allison’s disability or death, the termination of Mr. Allison’s employment by the Company without cause (50% on such termination as Chief Executive Officer), and upon the occurrence of certain circumstances that would allow Mr. Allison to terminate his employment for good reason, and that the restricted shares granted to Mr. Poff will become immediately vested upon a change in control, Mr. Poff’s disability or death, the termination of Mr. Poff’s employment by the Company without cause, and upon the occurrence of circumstances that would allow Mr. Poff to terminate his employment for good reason. At the same time, the Company entered into an amended and restated employment agreement with Mr. Allison to extend his employment term for three years and entered into a Retention and Transition Agreement with Mr. Bickham, each as described below under “Employment Agreements”.
Change in Control and Severance
Change in Control and Severance Each of our named executive officers is eligible to receive contractually-provided severance benefits pursuant to his or her employment agreement. These severance benefits are generally intended to match the terms that we believe to be standard within the market, show the named executive officer that we have made an investment in the named executive officer and provide stability for both us and the named executive officer in a competitive market for qualified talent. We believe that providing severance protection to our named executive officers upon their involuntary termination of employment or self-termination for good reason is an important retention tool that is necessary in the competitive marketplace for talented executives. We believe that the amounts of these payments and benefits and the periods of time during which they would be provided are fair and reasonable. We generally do not take into account any amounts that may be received by a named executive officer following termination of employment when establishing current compensation levels. The terms of each arrangement were determined in negotiation with the applicable named executive officer in connection with his or her hiring or continued employment and were not based on any set formula. Our equity award agreements with each of the named executive officers also generally provide for unvested options or restricted stock to vest immediately upon a change in control of the Company, provided the executive officer is actively employed by the Company as of the change in control. We believe that these change in control and severance arrangements provide additional benefits to the Company by allowing us to receive certain covenants from our named executive officers in partial consideration of the compensation to be received by the executive officer. These covenants include agreements not to compete, agreements not to solicit our employees, customers, referral sources or other business relation, agreements not to disclose certain confidential and proprietary information (including trade secrets) and agreements not to disparage the Company. These covenants are described in further detail below under “Potential Payments upon Termination or Change in Control.” None of our named executive officers are entitled to a tax gross-up in connection with a change in control payment.
Equity Grant Policy and Timing of Equity Awards – 2024 Awards
Equity Grant Policy and Timing of Equity Awards – 2024 Awards The A&R 2017 Plan allows the Company to grant performance-based incentive awards and equity-based awards to eligible employees, directors and consultants in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock unit awards. The Company did not make any option grants in 2024. Most of our equity grants occur on pre-established dates, with annual restricted stock grants to executives generally occurring one business day prior to the public release of fiscal year-end earnings. Annual awards for executives are granted in specified dollar amounts, with the number of shares of restricted stock determined by dividing the dollar amount by the closing market price of our stock on the grant date. We do not otherwise time equity grants in connection with the release of material non-public information and we do not time the release of material non-public information for the purpose of affecting the value of employee or Board compensation.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table provides information regarding the compensation earned by each of our named executive officers for the fiscal years ended December 31, 2024, 2023 and 2022.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e)(1) | (f)(1) | (g)(2) | (h) | (i)(3) | (j) | | R. Dirk Allison Chairman of the Board and Chief Executive Officer | 2024 | 974,231 | - | 3,080,009 | - | 1,470,000 | - | 25,740 | 5,549,980 | | | 2023 | 940,385 | - | 1,874,985 | - | 1,330,000 | - | 24,471 | 4,169,841 | | | 2022 | 890,385 | - | 1,924,993 | - | 900,000 | - | 24,201 | 3,739,579 | | Brian Poff EVP, Chief Financial Officer, Secretary and Treasurer | 2024 | 505,019 | - | 1,259,963 | - | 685,800 | - | 21,080 | 2,471,862 | | | 2023 | 488,654 | - | 650,027 | - | 620,550 | - | 20,823 | 1,780,054 | | | 2022 | 468,173 | - | 660,000 | - | 354,375 | - | 20,232 | 1,502,780 | | W. Bradley Bickham President and Chief Operating Officer | 2024 | 563,731 | - | 1,329,996 | - | 765,450 | - | 33,000 | 2,692,177 | | | 2023 | 545,192 | - | 750,015 | - | 693,000 | - | 32,682 | 2,020,889 | | | 2022 | 520,192 | - | 770,011 | - | 393,750 | - | 28,528 | 1,712,481 | | Darby Anderson EVP, Chief Government Relations Officer | 2024 | 399,692 | - | 504,039 | - | 452,250 | - | 31,055 | 1,387,036 | | | 2023 | 387,308 | - | 349,958 | - | 409,500 | - | 29,962 | 1,176,728 | | | 2022 | 373,885 | - | 384,970 | - | 282,000 | - | 30,363 | 1,071,218 | | Sean Gaffney EVP, Chief Legal Officer | 2024 | 373,885 | - | 504,039 | - | 423,000 | - | 18,222 | 1,319,146 | | | 2023 | 362,163 | - | 349,958 | - | 383,250 | - | 14,005 | 1,109,376 | | | 2022 | 348,279 | - | 384,970 | - | 262,688 | - | 15,820 | 1,011,757 |
2024 Summary Compensation Table
| (1) These amounts are the grant date fair value of option awards and stock awards calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions we used in valuing options are described under the caption “Stock Options and Restricted Stock Awards” in Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. | | (2) Reflects annual cash incentive awards earned pursuant to the Company’s annual bonus program. The amounts in this column for fiscal year 2024 were paid on March 5, 2025. For information regarding our annual bonus program, see “-Compensation Discussion and Analysis-Performance-Based Cash Compensation.” | | (3) Other compensation for 2024 includes the following amounts: |
2024 Summary Compensation Table
| Name | Matching Contributions (4-a) | Life Insurance Premium (4-b) | Personal Benefit (4-c) | Reimbursed Expense (4-d) | Total All Other Compensation | | R. Dirk Allison | - | $12,749 | $11,791 | $1,200 | $25,740 | | Brian Poff | - | $3,015 | $16,865 | $1,200 | $21,080 | | W. Bradley Bickham | - | $16,375 | $15,425 | $1,200 | $33,000 | | Darby Anderson | - | $13,015 | $16,840 | $1,200 | $31,055 | | Sean Gaffney | - | $3,840 | $13,182 | $1,200 | $18,222 |
2024 Summary Compensation Table
| (4-a) | Matching contributions paid under the Company’s 401(k) plan to each of the named executive officers. | | (4-b) | Term life insurance and group term life premium paid by the Company for the benefit of the named executive officers. | | (4-c) | The amounts in this column represent the Company’s contribution to the executive’s health, dental and vision benefits, as applicable. | | (4-d) | The amounts in this column represent the reimbursement of cell phone allowance for each of the named executive officers. |
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table sets forth each grant of plan-based awards to our named executive officers during 2024:
Grants of Plan-Based Awards in 2024
| | | Estimated Future Payouts Under Non-Equity Incentive Plan(1) | | | Estimated Future Payouts Under Equity Incentive Plan(2) | | | All Other Stock Awards: Number of Shares of Stock or Unit (#) (f) | All Other Options Awards: Number of Securities Underlying Options (#) (g) | Exercise or Base Price of Options Awards ($/Sh) (h) | Grant Date Fair Value of Stock and Option Awards ($)(3)(i) | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | | | | | | R. Dirk Allison | | 490,000 | 980,000 | 1,470,000 | 1,250,000 | 2,500,000 | 3,750,000 | | | | | | | 2/23/2024 | | | | | | | 34,568 | - | - | 3,080,009 | | Brian Poff | | 228,600 | 457,200 | 685,800 | 500,000 | 1,000,000 | 1,500,000 | | | | | | | 2/23/2024 | | | | | | | 14,141 | - | - | 1,259,963 | | W. Bradley Bickham | | 255,150 | 510,300 | 765,450 | 525,000 | 1,050,000 | 1,575,000 | | | | | | | 2/23/2024 | | | | | | | 14,927 | - | - | 1,329,996 | | Darby Anderson | | 150,750 | 301,500 | 452,250 | 187,500 | 375,000 | 562,500 | | | | | | | 2/23/2024 | | | | | | | 5,657 | - | - | 504,039 | | Sean Gaffney | | 141,000 | 282,000 | 423,000 | 187,500 | 375,000 | 562,500 | | | | | | | 2/23/2024 | | | | | | | 5,657 | - | - | 504,039 |
Grants of Plan-Based Awards in 2024
| (1) Award made pursuant to the Company’s 2024 Performance-Based Cash Compensation Plan, and described in further detail above under “-Compensation Discussion & Analysis-Performance-Based Cash Compensation.” |
Grants of Plan-Based Awards in 2024
| (2) Award made pursuant to the Company’s 2024 Performance-Based Equity Compensation Plan, and described in further detail above under “-Compensation Discussion & Analysis-Performance-Based Equity Compensation.” |
Grants of Plan-Based Awards in 2024
| (3) This column discloses the grant date fair value of restricted stock and option awards calculated in accordance with FASB ASC Topic 718. The assumptions we used in valuing the awards are described under the caption “Stock Options and Restricted Stock Awards” in Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table lists all outstanding equity awards held by our named executive officers as of December 31, 2024:
Outstanding Equity Awards at 2024 Fiscal Year End
| | Number of Securities Underlying Unexercised Options (#) | | | | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not vested ($)(1) | | Name | Exercisable | Unexercisable | Options Exercise Price ($) | Option Expiration Date | | | | R. Dirk Allison | 75,000 | - | 19.71 | 01/21/2026 | | | | | 24,961 | - | 34.05 | 03/03/2027 | | | | | 23,958 | - | 37.25 | 03/02/2028 | | | | | 75,000 | - | 37.25 | 03/02/2028 | | | | | | | | | 55,629 | 6,973,095 | | Brian Poff | 6,161 | - | 37.25 | 03/02/2028 | | | | | 22,500 | - | 37.25 | 03/02/2028 | | | | | | | | | 24,705 | 3,096,772 | | W. Bradley Bickham | 5,000 | - | 34.55 | 01/16/2027 | | | | | 6,161 | - | 37.25 | 03/02/2028 | | | | | 25,000 | - | 37.25 | 03/02/2028 | | | | | | | | | 26,649 | 3,340,452 | | Darby Anderson | 20,000 | - | 22.70 | 03/01/2026 | | | | | 6,740 | - | 34.05 | 03/03/2027 | | | | | 6,161 | - | 37.25 | 03/02/2028 | | | | | 10,000 | - | 37.25 | 03/02/2028 | | | | | | | | | 9,709 | 1,217,023 | | Sean Gaffney | 10,000 | - | 68.89 | 04/29/2029 | | | | | | | | | 9,709 | 1,217,023 |
Outstanding Equity Awards at 2024 Fiscal Year End
| (1) The value for Messrs. Allison, Poff, Bickham, Gaffney and Anderson equals the number of shares of unvested restricted stock held by each of Messrs. Allison, Poff, Bickham, Gaffney and Anderson, respectively, as of December 31, 2024, multiplied by the market price of Company common stock at the close of December 31, 2024, which was $125.35 per share. |
Option Exercises and Stock Vested During Fiscal Year 2024
Option Exercises and Stock Vested During Fiscal Year 2024
Option Exercises and Stock Vested During Fiscal Year 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | R. Dirk Allison | 12,500 | 1,290,500 | 19,621 | 1,748,231 | | Brian Poff | - | - | 11,653 | 1,038,282 | | W. Bradley Bickham | - | - | 12,643 | 1,126,491 | | Darby Anderson | - | - | 3,693 | 329,046 | | Sean Gaffney | - | - | 3,845 | 342,590 |
Option Exercises and Stock Vested During Fiscal Year 2024
| (1) Value realized upon the exercise of option awards is based on the difference between the actual price at which the exercised shares were sold and the exercise price of the options. |
Option Exercises and Stock Vested During Fiscal Year 2024
| (2) Value realized upon the vesting of stock awards is based on the closing price of our common stock on the applicable vesting date. |
Pension Benefits
Pension Benefits None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit pension plans sponsored by us.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation None of our named executive officers participates in or has account balances in non-qualified deferred compensation plans sponsored by us.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We have entered into employment agreements with the named executive officers described above, that provide for payments and benefits in the event of termination of employment. Under the employment agreements, each named executive officer is entitled to severance benefits if (i) we terminate his or her employment other than for Reasonable Cause (defined below); (ii) if such executive officer resigns with Good Reason (defined below); and (iii) in the event of his or her death or suffering a physical or mental Disability (defined below). The named executive officers are entitled to severance enhancements in the event they experience a termination by the Company without Reasonable Cause or if they resign with Good Reason in connection with a Change in Control (defined below).
Potential Payments upon Termination or Change in Control Table
Potential Payments upon Termination or Change in Control Table The following table sets forth information concerning the payments that would be received by each named executive officer upon various termination of employment scenarios, assuming the termination occurred on December 31, 2024. The table below only shows additional amounts that the named executive officers would be entitled to receive upon termination, and does not show other items of compensation that may be earned and payable at such time such as earned but unpaid base salary, bonuses or benefits, the value of accelerated vesting of subsequent equity awards or the reduction for equity awards vested by their terms after such date:
Potential Payments upon Termination or Change in Control Table
| Name(1) | Benefits | Payments on Termination without Reasonable Cause or for Good Reason ($) | Payments on Termination without Reasonable Cause, or for Good Reason, in Connection with a Change in Control ($) | Disability ($) | Death ($) | | R. Dirk Allison | Severance | 5,930,000 | 13,380,000 | - | - | | | Extension of Benefits | 23,582 | 35,373 | - | - | | | Value of Accelerated Vesting of Equity Awards | - | 6,973,095 | 6,973,095 | 6,973,095 | | | Total | 5,953,582 | 20,388,468 | 6,973,095 | 6,973,095 | | Brian Poff | Severance | 2,193,800 | 3,930,400 | - | - | | | Extension of Benefits | 16,865 | 33,730 | - | - | | | Value of Accelerated Vesting of Equity Awards | - | 3,096,772 | 3,096,772 | 3,096,772 | | | Total | 2,210,665 | 7,060,902 | 3,096,772 | 3,096,772 | | W. Bradley Bickham | Severance | 2,382,450 | 4,254,600 | - | - | | | Extension of Benefits | 15,425 | 30,850 | - | - | | | Value of Accelerated Vesting of Equity Awards | - | 3,340,452 | 3,340,452 | 3,340,452 | | | Total | 2,397,875 | 7,625,902 | 3,340,452 | 3,340,452 | | Darby Anderson | Severance | 1,229,250 | 2,157,000 | - | - | | | Extension of Benefits | 16,840 | 33,680 | - | - | | | Value of Accelerated Vesting of Equity Awards | - | 1,217,023 | 1,217,023 | 1,217,023 | | | Total | 1,246,090 | 3,407,703 | 1,217,023 | 1,217,023 | | Sean Gaffney | Severance | 1,174,000 | 2,066,000 | - | - | | | Extension of Benefits | 13,182 | 26,364 | - | - | | | Value of Accelerated Vesting of Equity Awards | - | 1,217,023 | 1,217,023 | 1,217,023 | | | Total | 1,187,182 | 3,309,387 | 1,217,023 | 1,217,023 |
Potential Payments upon Termination or Change in Control Table
| (1) Represents amounts such executive would be entitled to receive pursuant to his employment agreement and equity award agreements. See “Employment Agreements” and “Potential Payments upon Termination or Change in Control.” |
Pay Versus Performance
Pay Versus Performance The following table presents certain information regarding compensation paid to our executive officers, and certain measures of financial performance, for the five years ended December 31, 2024. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K:
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to non-PEO Named Executive Officers(3) | Addus Total Shareholder Return(4) | Peer Group Shareholder Return(4) | Net Income ($ in thousands)(5) | Adjusted EBITDA ($ in thousands)(6) | | Name | ($) | ($) | ($) | ($) | ($) | ($) | | | | 2024 | 5,549,980 | 7,413,974 | 1,967,555 | 2,550,592 | 128.89 | 35.49 | 73,598 | 140,290 | | 2023 | 4,169,841 | 3,946,859 | 1,521,762 | 1,393,237 | 95.48 | 37.64 | 62,516 | 121,020 | | 2022 | 3,739,579 | 4,243,735 | 1,499,048 | 1,717,310 | 102.32 | 37.60 | 46,025 | 101,480 | | 2021 | 3,444,664 | 1,715,387 | 1,845,240 | 1,260,316 | 96.19 | 37.29 | 45,126 | 97,661 | | 2020 | 3,708,442 | 4,250,192 | 1,293,624 | 1,500,491 | 120.44 | 29.23 | 33,133 | 76,907 |
Pay Versus Performance
| (1) The dollar amounts reported in the column reflect the amounts of total compensation reported for Mr. Allison (our principal executive officer, or “PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table. Mr. Allison was our principal executive officer for the years ended 2024, 2023, 2022, 2021 and 2020. |
Pay Versus Performance
| (2) The dollar amounts reported in the column reflect the average amounts of total compensation reported for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. In 2024, our non-PEO NEOs were Brian Poff, W. Bradley Bickham, Darby Anderson and Sean Gaffney. In 2023, our non-PEO NEOs were Brian Poff, W. Bradley Bickham, Darby Anderson and Sean Gaffney. In 2022, our non-PEO NEOs were Brian Poff, W. Bradley Bickham, Monica Raines and Cliff Blessing. In 2021, our non-PEO NEOs were Brian Poff, W. Bradley Bickham, Roberton Stevenson and Darby Anderson. In 2020, our non-PEO NEOs were Brian Poff, W. Bradley Bickham, Sean Gaffney and Darby Anderson. |
Pay Versus Performance
| (3) Amounts are calculated in accordance with Item 402(v) and do not reflect actual amounts of compensation paid to our PEO and other Non-PEO NEOs. See table below for detail of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid. |
Pay Versus Performance
| | PEO($) | 2024 Average of Non-PEO NEOs($) | PEO($) | 2023 Average of Non-PEO NEOs($) | PEO($) | 2022 Average of Non-PEO NEOs($) | PEO($) | 2021 Average of Non-PEO NEOs($) | PEO($) | 2020 Average of Non-PEO NEOs($) | | Total Compensation as reported on Summary Compensation Table | 5,549,980 | 1,967,555 | 4,169,841 | 1,521,762 | 3,739,579 | 1,499,048 | 3,444,664 | 1,845,240 | 3,708,442 | 1,293,624 | | Less Fair Value of stock awards reported in Summary Compensation Table | 3,080,009 | 899,509 | 1,874,985 | 524,990 | 1,924,993 | 507,696 | 1,650,059 | 941,938 | 2,126,589 | 567,086 | | Fair value of equity compensation granted in current year - value at year-end | 4,333,099 | 1,265,471 | 1,664,522 | 466,061 | 2,719,261 | 757,666 | 1,271,923 | 750,084 | 2,441,678 | 651,108 | | Change in fair value from end of prior fiscal to end of awards made in prior fiscal years that were unvested at end of current fiscal year | 684,483 | 246,919 | (151,093) | (69,962) | 95,794 | 42,688 | (833,209) | (282,215) | 1,008,853 | 431,475 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (73,579) | (29,844) | 138,575 | 366 | (385,905) | (74,395) | (517,933) | (110,856) | (782,191) | (308,630) | | Compensation Actually Paid | 7,413,974 | 2,550,592 | 3,946,859 | 1,393,237 | 4,243,735 | 1,717,310 | 1,715,387 | 1,260,316 | 4,250,192 | 1,500,491 |
Pay Versus Performance
| (4) Total shareholder return assumes that $100 was invested in our common stock and the peer group composite index on December 31, 2019 and reflects the value, as of December 31 of each covered year in the table above, of such investment. This shareholder return assumes reinvestment of all dividends. The peer group reflects the peer group composite index used in the Stock Performance Graph included in our Annual Report on Form 10-K. |
Pay Versus Performance
| (5) Dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
| (6) For the Company’s definition of adjusted EBITDA, refer to Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. The Company has determined that adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers for the most recently completed fiscal year. In 2024, as discussed above in “Compensation Discussion and Analysis,” the Company reflected the impact of New York rate increases that were retroactive to services performed in prior years. |
Pay Ratio
Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. R. Dirk Allison, our Chief Executive Officer and Chairman of the Board at December 31, 2024. We identified our median employee using our total employee population as of December 31, 2024 by applying a consistently applied compensation measure across our global employee population. For our consistently applied compensation measure, we used annual base salary, since it represents the primary compensation component paid to all of our employees. As a result, annual base salary provides an accurate depiction of total earnings for identifying our median employee. We then calculated the median employee’s total annual compensation in accordance with the requirements of the 2024 Summary Compensation Table. We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee. Our median employee is a home care aide working part-time with 15 hours per week or less. As of December 31, 2024, approximately 80% of our employees were home care aides, and approximately 86% of our home care aides were classified as part-time. Our Chief Executive Officer’s total 2024 compensation was $5,549,980 as reported in the 2024 Summary Compensation Table above, and the annual total compensation of our median employee was $13,048.62. Accordingly, our 2024 CEO to Median Employee Pay Ratio was 425:1. Each individual’s total annual compensation can be comprised of different compensation elements and is dependent on where the individual works. Please keep in mind that under the SEC’s rules and guidance, there are numerous ways to determine the compensation of a company’s median employee, including the employee population sampled, the elements of pay and benefits used, any assumptions made and the use of statistical sampling. In addition, no two companies have identical employee populations or compensation programs, and pay, benefits and retirement plans differ by country even within the same company. As such, our pay ratio may not be comparable to the pay ratio reported by other companies.
2024 Director Compensation
2024 Director Compensation Consistent with the Company’s independent director compensation policy, for 2024 our independent directors received an annual retainer of $85,000 for service on the Company’s Board. The Lead Director received an additional retainer of $25,000. In addition, for 2024 the chairpersons of the Company’s Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Government Affairs Committee received an additional annual retainer of $25,000, $15,000, $15,000 and $15,000, respectively. Independent directors were also reimbursed for reasonable expenses incurred in attending Board meetings, committee meetings and shareholder meetings. In addition, for 2024 each independent director received an annual grant of restricted shares of the Company’s common stock valued at approximately $120,000 which was awarded following the Company’s annual meeting of shareholders. Each grant of restricted stock to an independent director vests on June 12, 2025. The foregoing independent director compensation is subject to review and adjustment on the recommendation of our Nominating and Corporate Governance Committee. The following information sets forth the compensation paid to our directors, whose compensation is not described above, for the year ended December 31, 2024:
2024 Director Compensation
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Heather Dixon(2) | 85,000 | 119,990 | 204,990 | | Michael Earley(3) | 110,000 | 119,990 | 229,990 | | Mark L. First(4) | 125,000 | 119,990 | 244,990 | | Darin J. Gordon(5) | 100,000 | 119,990 | 219,990 | | Veronica Hill-Milbourne(6) | 85,000 | 119,990 | 204,990 | | Esteban López, M.D.(7) | 85,000 | 119,990 | 204,990 | | Jean Rush(8) | 85,000 | 119,990 | 204,990 | | Susan T. Weaver, M.D., FACP(9) | 100,000 | 119,990 | 219,990 |
2024 Director Compensation
| (1) This column discloses the grant date fair value of stock awards calculated in accordance with FASB ASC Topic 718. The assumptions we used in valuing equity incentives are described under the caption “Stock Options and Restricted Stock Awards” in Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |
2024 Director Compensation
| (2) As of December 31, 2024, Ms. Dixon held 1,013 unvested restricted shares. |
2024 Director Compensation
| (3) The cash fees owed to Mr. Earley were paid to Pelican Advisory LLC, a limited liability company owned by Mr. Earley and the stock awards granted to Mr. Earley were made to him directly as an individual. As of December 31, 2024, Mr. Earley held 1,013 unvested restricted shares. |
2024 Director Compensation
| (4) As of December 31, 2024, Mr. First held 1,013 unvested restricted shares. | | (5) As of December 31, 2024, Mr. Gordon held 1,013 unvested restricted shares. | | (6) As of December 31, 2024, Mrs. Hill-Milbourne held 1,013 unvested restricted shares. | | (7) As of December 31, 2024, Dr. López held 1,013 unvested restricted shares. | | (8) As of December 31, 2024, Ms. Rush held 1,013 unvested restricted shares. | | (9) As of December 31, 2024, Dr. Weaver held 1,013 unvested restricted shares. |