DEF 14A of Acadia Healthcare Company, Inc., Mar 25, 2026

DEF 14A of Acadia Healthcare Company, Inc.

Filed Mar 25, 2026 · FY20250001140361-26-011130

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Continuing Directors

    Continuing Directors Each of the persons named below will continue to serve as a director until the annual meeting of stockholders in the year indicated and a successor is elected and takes office or until his or her earlier death, resignation or removal. Stockholders are not voting on the election of the Class I directors or Class II directors. The following table shows the names, ages, principal occupations and other directorships of each continuing director and the year in which each was first appointed or elected to our Board or that of our predecessor, Acadia Healthcare Company, LLC:

  3. Continuing Directors

    | Name | Age | Principal Occupation/Other Directorships | Director Since | | Class I Term Expiring in 2027 | | | | | E. Perot Bissell | 66 | Mr. Bissell currently serves as an Advisory Partner at Egis Capital Partners, LLC (“Egis Capital”), a private equity firm that invests in the security and protection industries. From 2016 to 2023, Mr. Bissell was a Managing Partner of Egis Capital. Mr. Bissell served as the Chairman and Chief Executive Officer of Next Generation Energy Logistics, LLC, an energy logistics development company, from 2013 to 2015. Before that, Mr. Bissell served as the Vice Chairman of Pilot Logistics Services, a provider of drilling and exploration support services, from September 2012 until July 2013. From 2006 to 2012, he served as Chief Executive Officer for Maxum Petroleum, Inc., an independent energy logistics company. Prior to that, Mr. Bissell was a Partner of Northwest Capital Appreciation, Inc., a merchant banking and private equity firm, and before that, the Co-Managing Partner and Chief Financial Officer of SLP Capital, a specialty finance company. Mr. Bissell currently serves on the board of directors of Palmdale Solutions, LLC, an energy logistics platform, and Clear Object, Inc., a provider of AI video solutions for preventative maintenance for mission critical equipment and infrastructure. Mr. Bissell previously served on the board of directors of First Reserve Sustainable Growth Corp. (NASDAQ: FRSG) from 2021 to 2023. Our Board believes that Mr. Bissell is qualified to serve as a director because of, among other things, his extensive corporate finance background and his general business and financial acumen. | 2013 | | Vicky B. Gregg | 71 | Since November 2014, Ms. Gregg has served as Co-Founder and Partner of Guidon Partners, an investor and consultant for an array of privately held healthcare companies. She served as Chief Executive Officer of BlueCross BlueShield of Tennessee from January 2003 through the end of 2012. Ms. Gregg currently serves on the board of directors of Quest Diagnostics Incorporated (NYSE: DGX), Erlanger Health, Capital Vision Services, LLC d/b/a MyEyeDr, and the Electric Power Board of Chattanooga. Our Board believes that Ms. Gregg is qualified to serve as a director because of, among other things, her extensive healthcare background and her general business and financial acumen. | 2016 |

  4. Continuing Directors

    | Name | Age | Principal Occupation/Other Directorships | Director Since |

  5. Continuing Directors

    | Debra K. Osteen | 70 | Since January 2026, Ms. Osteen has served as our Chief Executive Officer. Ms. Osteen has extensive experience in the behavioral health industry. She previously served as Chief Executive Officer of the Company from December 2018 to March 2022, and as a member of our Board from December 2018 to May 2024. Prior to joining the Company in 2018, she served as Senior Vice President of Universal Health Services, Inc. (NYSE: UHS) since 2005 and President, Behavioral Health Division since 1999. Our Board believes that Ms. Osteen is qualified to serve as a director because of, among other things, her extensive experience in the healthcare industry and her general business and financial acumen. | 2026 | | Class II Term Expiring in 2028 | | | | | Jason R. Bernhard | 60 | Mr. Bernhard is the Global Chief Operating Officer, Financial Advisory; Managing Director, and a Vice Chairman of Investment Banking at Lazard, Inc. where he has served for more than 25 years. In addition, he was formerly Global Co-Head of Lazard’s Healthcare Investment Banking group. Our Board believes that Mr. Bernhard is qualified to serve as a director because of, among other things, his extensive corporate finance background and his general business and financial acumen. | 2019 | | William F. Grieco | 72 | Since March 2018, Mr. Grieco has served as Chief Compliance Officer of NX Development Corporation, the U.S. life sciences affiliate of Tokyo-based SBI Holdings, Inc., and since May 2021, has served as Senior Vice President and General Counsel. Also, since 2008, Mr. Grieco has served as the Managing Director of Arcadia Strategies, LLC, a legal and business consulting organization servicing healthcare, science and technology companies. From 2003 to 2008, he served as Senior Vice President and General Counsel of American Science and Engineering, Inc., an x-ray inspection technology company. From 2001 to 2002, he served as Senior Vice President and General Counsel of IDX Systems Corporation, a healthcare information technology company. Previously, from 1995 to 1999, he was Senior Vice President and General Counsel for Fresenius Medical Care North America, a dialysis service and products company. Prior to that, Mr. Grieco was a partner in the Healthcare Department at Choate, Hall & Stewart, a general service law firm. Mr. Grieco previously served on the board of directors of PHC, Inc. Our Board believes that Mr. Grieco is qualified to serve as a director because of, among other things, his extensive knowledge of and experience in the healthcare industry and his general business and financial acumen. | 2011 |

  6. Continuing Directors

    | Name | Age | Principal Occupation/Other Directorships | Director Since |

  7. Continuing Directors

    | R. David Kelly | 62 | Since 2011, Mr. Kelly has served as the founder and managing partner of StraightLine Realty Partners, an alternative investment platform based in Dallas, Texas. Mr. Kelly has also been a founder of multiple real estate and investment companies, including Croesus and Company, Serra Real Estate Capital, LLC, Circuit Avenue Advisors and Atwood Management. He previously served as a founding partner of Carleton Residential Properties from 1996 to 2011. Mr. Kelly currently serves as a director or trustee of Invesco Commercial Real Estate Finance Trust, Inc., the Children’s Medical Center (Dallas) Foundation, and the Dallas Police and Fire Pension Fund. Mr. Kelly has served on major institutional investor boards, including serving as trustee and Chairman of the Teacher Retirement System of Texas from 2007-2017, as well as multiple endowment, financial services and real estate boards. Our Board believes that Mr. Kelly is qualified to serve as a director because of, among other things, his extensive corporate finance and real estate background and his general business and financial acumen. | 2022 | | Reeve B. Waud | 62 | Mr. Waud founded the Company in 2005 and, most recently, has served as the Chairman of the Board since December 2018. Mr. Waud previously served as the Lead Director of the Board from April 2012 to December 2018. Mr. Waud formed Waud Capital Partners, L.L.C. (“WCP”) in 1993 and has served as the Managing Partner of WCP since that time. Prior to founding WCP, Mr. Waud was an investment professional at Golder, Thoma, Cressey, Rauner, Inc. (“GTCR”), a private equity investment group based in Chicago, Illinois. Before joining GTCR, Mr. Waud was in the Corporate Finance Group of Salomon Brothers Inc and was a founding member of its Venture Capital Group. In addition, he is a trustee and member of the finance committee of the Art Institute of Chicago. Mr. Waud has served on various for profit and non-profit boards, including the Northwestern Memorial HealthCare finance committee, the John G. Shedd Aquarium, the Economic Club of Chicago, the Illinois State Police Merit Board, and St. Paul’s School in Concord, New Hampshire. Our Board believes that Mr. Waud is qualified to serve as a director because of, among other things, his extensive knowledge of and experience in the healthcare industry and his general business and financial acumen. Mr. Waud was originally designated as a director by WCP. | 2005 |

  8. Executive Summary

    | (i) attract and retain superior executives by providing the opportunity to earn competitive compensation packages, |

  9. Summary of 2025 Company Performance

    | • | Adjusted EBITDA (as defined below) for purposes of our 2025 non-equity incentive awards was approximately $536.2 million compared to our target level Adjusted EBITDA of $666.4 million. |

  10. Summary of 2025 Company Performance

    | • | Revenue for 2025 for purposes of our 2025 non-equity incentive awards was approximately $3,221.6 million compared to our target level revenue of $3,359.9 million. |

  11. Pay for Performance

    | • | Below-Target Payment of 2025 Non-Equity Incentive Compensation. The Adjusted EBITDA and revenue measures set forth in our non-equity incentive compensation plan for 2025 were achieved at 80.5% and 95.9% of target, respectively, which, along with the Compensation Committee’s evaluation of the achievement of certain non-financial goals, resulted in the payment of below-target (85.6%) cash bonuses to our Named Executive Officers (other than Mr. Sides) as described below in the section entitled “Components of Executive Compensation − Annual Non-Equity Incentive Compensation.” |

  12. Pay for Performance

    | • | Certain Equity Awards Earned at Below-Target Levels. Based on actual 2025 Adjusted EPS, Adjusted EBITDA and revenue performance in relation to targets, as applicable, the second tranche of the performance-based restricted stock units granted in 2024 were earned at a below-target level (33.0%, subject to adjustment based on the relative 2024-2026 total stockholder return (“TSR”) modifier) and none of the third tranche of the performance-vesting restricted stock units granted in 2023 were earned, as described below in the section entitled “Components of Executive Compensation − Equity-Based Compensation.” Unlike the performance-vesting restricted stock units granted in 2024 and 2023, the performance-vesting restricted stock units granted in 2025 are subject to a full three-year performance period ending December 31, 2027. |

  13. Executive Compensation Highlights

    | • | For Named Executive Officers, Re-affirmed our Approach to Allocate Half of Equity Value to Performance-Vesting Restricted Stock Unit Awards — Other than Messrs. Hunter and Sides, 50% of overall long-term incentive value for each Named Executive Officer was delivered as performance-vesting restricted stock units and 50% as time-vesting restricted stock awards in 2025. The Compensation Committee believes that allocating 50% of long-term incentive value to performance-vesting restricted stock units and 50% as time-vesting restricted stock units aligns the Named Executive Officers’ compensation with achievement of the Company’s long-term growth strategy and better aligns with the highly competitive labor market for talented executives. For Mr. Hunter, factoring in his supplemental time-vesting restricted stock unit award granted on May 5, 2025, 46.3% of his overall long-term incentive value in 2025 is delivered as performance-vesting restricted stock units and approximately 53.7% as time-vesting restricted stock units. |

  14. Executive Compensation Highlights

    | • | For Named Executive Officer Performance-Vesting Restricted Stock Units, Goals Set at Grant for Performance Measured at the End of the 2025-2027 Performance Vesting Period — For each applicable Named Executive Officer, the performance-vesting restricted stock units granted in 2025 will vest only if the Company meets or exceeds an established cumulative Adjusted EBITDA goal for the 2025-2027 period (in addition to achieving certain clinical excellence metrics). The Compensation Committee believes that structuring the awards to vest based on the Company’s actual Adjusted EBITDA compared to a cumulative Adjusted EBITDA goal set contemporaneously at the grant date for the period commencing January 1, 2025 through December 31, 2027 aligns the Named Executive Officers’ compensation with achievement of the Company’s long-term growth strategy. |

  15. Executive Compensation Highlights

    | • | Maintained Certain Non-Financial Goals as a Component of the Annual Non-Equity and Equity Incentive Awards — Maintained non-financial goals focused on quality and clinical excellence metrics for determining annual cash incentive awards and introduced non-financial clinical excellence metrics as a component of performance equity incentive awards. The Compensation Committee determined the use of such non-financial goals as an incentive plan metric aligns the Named Executive Officers’ compensation with the Company’s mission and values and facilitates long-term stockholder value creation. |

  16. Compensation Process and Philosophy

    | • | Link the interests of management with those of our stockholders by encouraging stock ownership and aligning performance equity awards with key performance indicators aligned with long-term stockholder returns; |

  17. Executive Compensation Practices

    | ✔ | Use peer market data for benchmarking and calibration |

  18. Executive Compensation Practices

    | ✔ | Consult with an independent compensation consultant |

  19. Executive Compensation Practices

    | ✔ | Utilize double trigger severance agreements upon a change in control |

  20. Executive Compensation Practices

    | No stock option repricing or exchanges without stockholder approvalX |

  21. Executive Compensation Practices

    | No tax gross-ups related to change in control or otherwiseX |

  22. Role of Compensation Consultant

    Role of Compensation Consultant For 2025, the Compensation Committee retained WTW to advise it with respect to the Company’s executive compensation program. The Compensation Committee has considered the relationships that WTW has had with the Company, the members of the Compensation Committee and our executive officers, and has taken into account the factors required by NASDAQ to be considered when assessing a consultant’s independence. For 2025, after considering such relationships and factors, the Compensation Committee determined that the work of WTW did not raise any conflicts of interest. Outside of their direct engagement by the Compensation Committee as independent compensation consultants to the Compensation Committee with respect to executive compensation matters, WTW did not provide other services to the Company in 2025.

  23. Peer Group Comparison

    Peer Group Comparison In late 2024, for purposes of setting 2025 compensation for our executive officers, WTW assisted the Compensation Committee in establishing a peer group of publicly traded healthcare companies generally similarly sized and with similar service offerings to us (the “2025 Peer Group”). The 2025 Peer Group consisted of the following companies:

  24. Peer Group Comparison

    | • | Amedisys, Inc.(1) | • | Option Care Health, Inc. | | • | AMN Healthcare Services, Inc. | • | Pediatrix Medical Group, Inc. | | • | Brookdale Senior Living Inc. | • | Select Medical Holdings Corporation | | • | Chemed Corporation | • | Surgery Partners, Inc. | | • | Encompass Health Corporation | • | Universal Health Services, Inc. | | • | The Ensign Group, Inc. | | |

  25. Peer Group Comparison

    (1) Ceased to be a publicly traded company during 2025. The 2025 Peer Group was established using similar criteria for selection of the prior year’s peer group selected by our Compensation Committee, specifically: industry, market capitalization, revenue and revenue growth, and adjusting for mergers and acquisition activity among peers.

  26. Components of Executive Compensation

    As illustrated in the charts below and consistent with our pay-for-performance philosophy, 86.6% of Mr. Hunter’s total direct compensation for 2025 and, on average, 82.4% of the non-CEO Named Executive Officers’ (other than Ms. Dixon and Mr. Sides) total direct compensation for 2025 was performance-based pay, with emphasis on long-term performance and stockholder value creation. For the purposes of these charts, total direct compensation includes base salary, actual non-equity incentive compensation and the grant date fair value of our annual equity grants made in 2025, and is exclusive of any applicable retention bonuses. The stock award portion of these charts assume that target performance goals for performance-vesting restricted stock units issued in 2025 are attained during the 2025 performance period in accordance with ASC 718. See “EXECUTIVE COMPENSATION – Summary Compensation Table” for more information about the compensation paid to our Named Executive Officers.

  27. Base Salary

    Base Salary Our Compensation Committee generally reviews each Named Executive Officer’s base salary annually, and considers adjustments to each Named Executive Officer’s base salary for the following year. The base salaries under the employment agreements for our Named Executive Officers are subject to an annual review and potential increase in the sole discretion of the Compensation Committee. In setting base salaries for 2025, the Compensation Committee reviewed the composition of the relevant peer group and discussed peer group information with the Compensation Committee’s independent compensation consultant. For setting 2025 base salaries, Mr. Hunter provided the Compensation Committee with an evaluation of the individual performance and roles and responsibilities of each executive officer other than himself. The base salaries for the Named Executive Officers effective as of January 1, 2024 and 2025 were as follows:

  28. Annual Non-Equity Incentive Compensation

    Annual Non-Equity Incentive Compensation Annual non-equity incentive awards paid to our Named Executive Officers are a reward for the realization of established performance objectives. Our Compensation Committee annually adopts a cash bonus plan pursuant to the Company’s incentive compensation plan for each Named Executive Officer. The Compensation Committee generally meets in February or March to review whether and the extent to which performance objectives have been achieved for the prior year. All non-equity incentive awards are subject to the review and approval of the Compensation Committee, which has the discretion to adjust any and all such awards. 2025 Awards Annual non-equity incentive compensation payable to our Named Executive Officers listed below for 2025 was based 33.3% on each Company-wide measure of Adjusted EBITDA and revenue and 33.4% on achieving certain non-financial quality metric targets. For 2025, the non-financial quality metric targets focused on (i) adherence to certain patient-safety initiatives, (ii) utilization of a new, quality focused software tool, and (iii) new initiatives to measure patient outcomes. The Compensation Committee delegated authority to the Quality and Compliance Committee to define and approve these non-financial quality metrics. Adjusted EBITDA is a non-GAAP financial measure and, for purposes of measuring performance under the 2025 non-equity incentive compensation plan, is subject to further adjustments compared to the same measure disclosed in or derived from the Company’s Annual Report on Form 10-K, press releases or other financial records. A reconciliation of this non-GAAP financial measure can be found at the end of this Proxy Statement. The table below sets forth the threshold, target and maximum cash incentive award for 2025 (as a percentage of base salary) for each of the Named Executive Officers (other than Mr. Young, who was not eligible for a cash incentive award for 2025).

  29. Annual Non-Equity Incentive Compensation

    | Name | Threshold(1) | Target | Maximum | | Christopher H. Hunter | 62.5% | 125% | 250% | | Heather Dixon | 42.5% | 85% | 170% | | Brian P. Farley | 42.5% | 85% | 170% | | Nasser Khan, M.D. | 42.5% | 85% | 170% | | Timothy Sides(2) | 37.5% | 75% | 150% |

  30. Annual Non-Equity Incentive Compensation

    (1) As described below, Named Executive Officers may receive an aggregate of less than the threshold percentage of their base salary listed above if performance exceeds the threshold level of one or more, but not all, of the applicable performance measures. (2) Mr. Sides’ supplemental salary payment is included in base salary when calculating his cash incentive award for 2025. See the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS − Components of Executive Compensation − Base Salary” for more information. These target and maximum percentages are no less than the target and maximum percentages that each executive is eligible to earn (as a percentage of base salary) pursuant to the employment agreements entered into with each applicable executive. The table below summarizes the performance measures and actual results applicable to our 2025 non-equity incentive awards. Straight-line interpolation is used to determine awards for performance between goal levels. Payout ranges reflect a percentage of a Named Executive Officer’s base salary.

  31. Annual Non-Equity Incentive Compensation

    | | Weighting | Threshold | Target | Maximum | Actual | % of Target | | (amounts in millions) | | | | | | | | Performance Metric | | | | | | | | Adjusted EBITDA | 33.3% | $533.1 | $666.4 | $866.3 | $536.2(1) | 80.5% | | Revenue | 33.3% | $3,191.9 | $3,359.9 | $3,695.9 | $3,221.6(2) | 95.9% | | Quality Metrics | 33.4% | − | − | − | − | 80.5% | | Adj. EBITDA Performance Range (as % of Target measure) | | 80% | 100% | 130% | | | | Revenue Performance Range (as % of Target measure) | | 95% | 100% | 110% | | | | Payout Range (CEO) | | 62.5% | 125.0% | 250.0% | | | | Payout Range (other NEOs) | | 42.5% | 85.0% | 170.05% | | | | Payout Range (Mr. Sides) | | 37.5% | 75.0% | 150.0% | | |

  32. Annual Non-Equity Incentive Compensation

    (1) Adjusted EBITDA for 2025 for purposes of our 2025 non-equity incentive awards was further adjusted by $75.9 million compared to our reported Adjusted EBITDA for amounts recognized in 2025 from Tennessee Medicaid’s Directed Payment Program, in excess of amounts included in annual non-equity incentive plan targets. (2) Revenue for 2025 for purposes of our 2025 non-equity incentive awards was adjusted by $91.2 million compared to our reported revenue for amounts recognized in 2025 from Tennessee Medicaid’s Directed Payment Program, in excess of amounts included in annual non-equity incentive plan targets. For 2025, the non-financial quality metric targets focused on the Quality and Compliance Committee’s assessments of (i) adherence to certain patient-safety initiatives, (ii) utilization of a new, quality focused software tool, and (iii) new initiatives to measure patient outcomes. In February 2026, the Compensation Committee evaluated the extent to which the performance goals for the 2025 annual non-equity incentive awards had been achieved. While the financial components of the plan performed below target, the non-financial quality components performed well above target. On a combined weighted basis, the payout as a percentage of target pursuant to the terms of the non-equity incentive plan would have totaled 102.2% of target. However, the Committee determined that, in hindsight, the first-time target performance levels established for the new software tool and the initiative to measure patient clinical improvements were set too low. As a result, the Committee, with management’s support, exercised its discretion to lower the overachievement against these metrics. Due to the Committee exercising its negative discretion, the payout for the non-equity incentive awards for our Named Executive Officers (other than Mr. Sides) as a percentage of target was lowered to 85.6% of target. Mr. Sides received a non-equity incentive award equal to 89.9% of target based on his outstanding service as Senior Vice President, Operations Finance in 2025. The table below sets forth the cash incentive payments earned by each of the Named Executive Officers (other than Ms. Dixon and Mr. Young) with respect to their 2025 annual non-equity incentive award.

  33. Annual Non-Equity Incentive Compensation

    | Name | EBITDA Component | % of Target | Revenue | % of Target | Non- Financial Component | % of Target | Total Cash Incentive Payment | % of Target | | Christopher H. Hunter | $355,369 | 80.5 | $423,462 | 95.9 | $356,439 | 80.5 | $1,135,270 | 85.6 | | Brian P. Farley | 138,704 | 80.5 | 165,282 | 95.9 | 139,122 | 80.5 | 443,108 | 85.6 | | Nasser Khan, M.D. (1) | 123,217 | 80.5 | 146,827 | 95.9 | 123,588 | 80.5 | 393,632 | 85.6 | | Timothy Sides | 101,081 | 80.5 | 120,449 | 95.9 | 101,385 | 80.5 | 339,061(2) | 89.9 |

  34. Annual Non-Equity Incentive Compensation

    (1) Pursuant to the terms of a Transition and Separation Agreement with the Company, upon his resignation as Chief Operating Officer, Dr. Khan remained eligible to earn his 2025 annual non-equity incentive award subject to actual achievement of the 2025 performance goals. (2) Includes a discretionary amount awarded to Mr. Sides based on his outstanding service as Senior Vice President, Operations Finance in 2025.

  35. Equity-Based Compensation

    Equity-Based Compensation Our Compensation Committee believes that time-vesting restricted stock units and performance-vesting restricted stock units are key components to the compensation of our executive officers, and providing a mix of these different types of equity awards is consistent with market practice for executive officers in our peer group. The Compensation Committee believes that time-vesting restricted stock units and performance-vesting restricted stock units provide a substantial incentive to our Named Executive Officers by allowing them to directly participate in any increase in our long-term value. These incentives are intended to reward, motivate and retain the services of our Named Executive Officers. The Compensation Committee believes that a mix of equity awards aligns the interests of our Named Executive Officers with those of our stockholders and is consistent with our pay-for-performance philosophy. Equity-based awards are typically granted under the Company’s incentive compensation plan during the second quarter of each year. Equity Awards Granted in 2025 With respect to our equity awards granted in 2025 (excluding the supplemental time-vesting restricted stock award granted to Mr. Hunter), the allocation among performance-vesting restricted stock units (50% of the total equity award) and time-vesting restricted stock units (50% of the total equity award) was not based on a formula approach but reflected the Compensation Committee’s view that one-half of the equity-based incentives should be performance-based and at risk. Effective May 5, 2025, the Compensation Committee approved annual grants of the following number of performance-vesting restricted stock units (subject to the achievement of certain performance goals and continued employment) and time-vesting restricted stock units under the Incentive Plan to our Named Executive Officers listed below, except that (i) the equity awards granted to Mr. Young occurred on October 27, 2025 in connection with his appointment as Chief Financial Officer, and (ii) the equity awards granted to Mr. Sides occurred on March 10, 2025 in connection with his role as Senior Vice President, Operations Finance of the Company.

  36. Equity-Based Compensation

    | Name | Performance-Vesting Restricted Stock Units | Time-Vesting Restricted Stock Units | Grant Date Fair Value of Stock Awards(1) | | Christopher H. Hunter | 115,818 | 134,599 | $5,712,012 | | Heather Dixon | 43,823 | 43,823 | 1,999,205 | | Brian P. Farley | 38,606 | 38,606 | 1,761,206 | | Nasser Khan, M.D. | 30,676 | 30,676 | 1,399,439 | | Todd S. Young | − | 48,445 | 1,133,129 | | Timothy Sides | − | 13,419 | 400,826 |

  37. Equity-Based Compensation

    (1) Reflects the aggregate grant date fair value of such time-vesting restricted stock units and performance-vesting restricted stock units, computed in accordance with ASC 718. The awards are described in more detail in the “EXECUTIVE COMPENSATION - Grants of Plan-Based Awards” section below. The Named Executive Officers must be employed by the Company at the time the performance-vesting restricted stock units and/or time-vesting restricted stock units vest in order to receive the shares of Common Stock underlying each award, except in the case of certain terminations of employment as discussed under the heading “EXECUTIVE COMPENSATION − Potential Payments Upon Termination or Change in Control under the Employment Agreements.” An executive who retires prior to issuance may receive a pro rata share of any earned awards based on the date of retirement. Performance-Vesting Restricted Stock Units. For the Named Executive Officers, the performance-vesting restricted stock units granted effective May 5, 2025 are earned based (1) 50% upon the achievement of a specified performance level of Adjusted EBITDA for 2025 to 2027 and (2) 50% upon the achievement of certain clinical excellence metrics. On May 5, 2025, the Compensation Committee established the Adjusted EBITDA performance objectives for 2025 to 2027 for purposes of the vesting of restricted stock units, and on May 19, 2025, the Quality and Compliance Committee established the clinical excellence metrics for purposes of the vesting of restricted stock units. The Compensation Committee believes that Adjusted EBITDA and clinical excellence metrics are the appropriate measures for determining vesting of performance-vesting restricted stock unit awards. The Compensation Committee has established Adjusted EBITDA and clinical excellence metrics as the core long-term metrics for purposes of performance-vesting equity awards for our Named Executive Officers and for 2025 delivered one-half of equity awards as performance-based, with 50% of awards being performance-vesting restricted stock units and 50% of awards being time-vesting restricted stock units (excluding the supplemental time-vesting restricted stock award granted to Mr. Hunter). In addition, performance-vesting equity awards are subject to the following parameters:

  38. Equity-Based Compensation

    The number of shares of Common Stock that may be issued upon vesting of the performance-vesting restricted stock units ranges from 0% to 200% of the total number of units set forth above in accordance with a formula based on our Adjusted EBITDA and achievement of clinical excellence metrics, equally-weighted between such measures. Unearned performance awards in the performance period are forfeited. Messrs. Sides and Young did not receive a 2025 performance-vesting restricted stock unit award due to the timing of their appointment as executive officers of the Company in 2025. Time-Vesting Restricted Stock Units. The time-vesting restricted stock units granted in 2025 vests 1/3 per year on the three successive anniversaries of the date of grant. Ms. Dixon and Dr. Khan each resigned from their role as an executive officer of the Company in 2025. For a description of any payments and the treatment of outstanding equity awards in connection with such departure, see “EXECUTIVE COMPENSATION – Potential Payments Upon Termination or Change in Control under the Employment Agreements – Ms. Dixon’s Payments related to her Resignation” and “– Dr. Khan’s Payments related to his Resignation”. Furthermore, Mr. Hunter departed from his role as Chief Executive Officer of the Company in January 2026. In connection with such departure and pursuant to the terms of a Separation and Release Agreement, Mr. Hunter was entitled to certain separation payments. See “EXECUTIVE COMPENSATION – Potential Payments Upon Termination or Change in Control under the Employment Agreements – Mr. Hunter’s Payments related to his Departure.” 2024 Performance-Vesting Restricted Stock Unit Awards Earned On June 26, 2024, the Compensation Committee approved grants of the following number of performance-vesting restricted stock units under the Incentive Plan to our Named Executive Officers listed below:

  39. Equity-Based Compensation

    | Name | 2024 Performance-Vesting Restricted Stock Units | | Christopher H. Hunter | 37,516 | | Heather Dixon | 15,447 | | Brian P. Farley | 10,445 | | Nasser Khan, M.D. | 5,884 |

  40. Equity-Based Compensation

    The performance-vesting restricted stock units granted in 2024 are earned in three equal annual installments based upon the achievement of specified performance levels of Adjusted EBITDA and revenue for 2024, 2025, and 2026, and adjusted at the end of the full three-year period in accordance with a three-year TSR modifier based on our three-year TSR relative to a specified peer group of publicly traded healthcare companies. On June 26, 2024, the Compensation Committee established the performance objectives for each of 2024, 2025 and 2026 for purposes of the vesting of restricted stock units. The number of shares of Common Stock that may be issued upon vesting of the 2024 performance-vesting restricted stock units ranges from 0% to 200% of the total number of units set forth above in accordance with a formula based on our Adjusted EBITDA and revenue, equally-weighted between such measures, and adjusted in accordance with the TSR modifier. Unearned performance awards in the performance period are forfeited. For 2025 performance under the 2024 performance-vesting restricted stock unit awards, the threshold award (as a percentage of the number of performance-vesting restricted stock units eligible for vesting based on 2025 performance) for each applicable Named Executive Officer was 50%, the target award was 100% and the maximum award was 200%. Subject to remaining vesting and the three-year TSR modifier, the actual number of shares of Common Stock earned each year is based on performance relative to the specified Adjusted EBITDA and revenue for the corresponding year. For purposes of our 2024 awards of performance-vesting restricted stock units, our target level Adjusted EBITDA was $814.5 million and our target level revenue was $3,554.1 million. The table below sets forth the number of shares of Common Stock that each applicable Named Executive Officer was eligible to earn for 2025 (as a percentage of the number of performance-vesting restricted stock units eligible to be earned based on 2025 performance), subject to continued employment throughout the full three-year performance and vesting period, based upon the Company’s actual Adjusted EBITDA and revenue for 2025. All shares earned are subject to adjustment at the end of the three-year term based on the TSR modifier.

  41. Equity-Based Compensation

    In February 2026, the Compensation Committee evaluated the extent to which the 2025 performance goals for the 2024 performance-vesting restricted stock unit awards had been achieved. The Compensation Committee determined that actual revenue for 2025 was $3,312.8 million, resulting in 66.0% of such portion of the 2024 performance-vesting restricted stock unit annual award being earned with respect to such measure as reflected in the table below (all of these earned shares are subject to continued time-based vesting through the full three-year period and adjustment at the end of the three-year term based on the TSR modifier). No shares were earned under the Adjusted EBITDA component of such award, as the actual Adjusted EBITDA for 2025 ($612.1 million) was below the threshold amount under such award.

  42. Equity-Based Compensation

    | Name | 2024 Performance- Vesting Restricted Stock Unit Grant | Target Shares Subject to 2025 Performance(1) | Shares Allocated to each Measure | Shares Earned per Adjusted EBITDA | Shares Earned per Revenue | Total Shares Earned for 2025 Performance | | Christopher H. Hunter | 37,516 | 12,505 | 6,253 | 0 | 4,130 | 4,130 | | Heather Dixon | 15,447 | 5,149 | 2,575 | − | − | − | | Brian P. Farley | 10,445 | 3,482 | 1,743 | 0 | 1,150 | 1,150 | | Nasser Khan, M.D. | 5,884 | 1,961 | 981 | − | − | − | | Timothy Sides | 1,124 | 375 | 187 | 0 | 124 | 124 |

  43. Equity-Based Compensation

    (1) Amounts reflect one-third of the grant. Neither Ms. Dixon nor Dr. Khan earned any shares related to the 2025 performance period pursuant to the 2024 performance-vesting restricted stock unit award due to their resignation from the Company in 2025. 2023 Performance-Vesting Restricted Stock Unit Awards Earned On May 9, 2023, the Compensation Committee approved grants of the following number of performance-vesting restricted stock units under the Incentive Plan to our Named Executive Officers listed below, except that the awards granted to Ms. Dixon and Mr. Farley occurred on July 25, 2023 and July 26, 2023, respectively, in connection with their appointment as executive officers of the Company:

  44. Equity-Based Compensation

    | Name | 2023 Performance-Vesting Restricted Stock Units | | Christopher H. Hunter | 51,871 | | Heather Dixon | 46,077 | | Brian P. Farley | 10,000 |

  45. Equity-Based Compensation

    The performance-vesting restricted stock units granted in 2023 are earned in three equal annual installments based upon the achievement of specified performance levels of Adjusted EPS and Adjusted EBITDA for 2023, 2024, and 2025. On May 9, 2023 or such other grant date, the Compensation Committee established the performance objectives for each of 2023, 2024 and 2025 for purposes of the vesting of restricted stock units. The number of shares of Common Stock that may be issued upon vesting of the 2023 performance-vesting restricted stock units ranges from 0% to 200% of the total number of units set forth above in accordance with a formula based on our Adjusted EPS and Adjusted EBITDA, equally-weighted between such measures. None of the performance-vesting restricted stock units granted in 2023 will vest for performance below 90.0% of the specified Adjusted EPS. Unearned performance awards in the performance period are forfeited. For 2025 performance under the 2023 performance-vesting restricted stock unit awards, the threshold award (as a percentage of the number of performance-vesting restricted stock units eligible for vesting based on 2025 performance) for each applicable Named Executive Officer was 50%, the target award was 100% and the maximum award was 200%. For purposes of our 2023 awards of performance-vesting restricted stock units, our target level Adjusted EPS for 2025 was $3.81 and target level Adjusted EBITDA was $791.2 million. The table below sets forth the number of shares of Common Stock that each applicable Named Executive Officer was eligible to earn for 2025 performance under the 2023 performance-vesting restricted stock unit awards (as a percentage of the number of performance-vesting restricted stock units eligible for vesting based on 2025 performance), subject to continued employment throughout the performance period, based upon the Company’s actual Adjusted EPS and Adjusted EBITDA for 2025.

  46. Equity-Based Compensation

    In February 2026, the Compensation Committee evaluated the extent to which the 2025 performance goals for the 2023 performance-vesting restricted stock unit awards had been achieved. No shares were earned under such award based on 2025 performance, as both the actual Adjusted EPS for 2025 ($2.03) and actual Adjusted EBITDA for 2025 ($612.1 million) were below the applicable threshold amount under such award.

  47. Cash Retention Awards

    Cash Retention Awards In December 2024, the Board of Directors recognized that the Company was being asked to respond to unprecedented governmental inquiries and concluded that responding to such inquiries would require an extensive time commitment from management and specifically from the Company’s executive officers. The Board also concluded that it would be in the best interest of stockholders for the executive officers to lead the Company through these response efforts while continuing to operate the business. The Board similarly determined that it would be detrimental to stockholders if an executive officer left the Company before it fully responded to the inquiries. Therefore, the Board, upon recommendation of the Compensation Committee, which had conferred with the Committee’s independent compensation consultants and legal counsel, authorized cash retention awards for certain members of management, including the executive officers. These cash retention opportunities were established in January 2025 and generally provide for cash payments to executives on March 31, 2026, subject to continued employment other than as a result of a termination without Cause by the Company or resignation by the executive officer for Good Reason. The amount of the January 2025 cash retention awards for each applicable executive officer is as follows:

  48. Cash Retention Awards

    ___________ (1) Reflects the aggregate grant date fair value of such time-vesting restricted stock units, computed in accordance with ASC 718. The award is described in more detail in the “EXECUTIVE COMPENSATION - Grants of Plan-Based Awards” section below. Messrs. Sides and Young did not receive a May 2025 cash retention award due to the timing of their appointment as executive officers of the Company in 2025.

  49. Equity Award Grant Practices

    Equity Award Grant Practices The Company does not generally grant stock options to its employees. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  50. Termination and Change-in-Control Arrangements

    Termination and Change-in-Control Arrangements Under the terms of the compensation plans and employment agreements with the Named Executive Officers, the Named Executive Officers are entitled to payments and benefits upon the occurrence of specified events including termination of employment. The specific terms of these arrangements are discussed under the heading “EXECUTIVE COMPENSATION − Potential Payments Upon Termination or Change in Control under the Employment Agreements.” The Compensation Committee believes that these arrangements are appropriate and necessary to attract and retain talented senior executives. The Compensation Committee believes that the potential payments and benefits provide security and encourage retention in the event of an actual or potential change in control, such as a sale or “hostile” takeover. The absence of such arrangements could impact our ability to hire talented executives and an executive’s willingness to work through a merger or sale transaction which could be beneficial to our stockholders.

  51. Summary Compensation Table

    Summary Compensation Table The following summary compensation table reflects the compensation paid or accrued by us with respect to each of the Named Executive Officers:

  52. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Christopher H. Hunter Former Chief Executive Officer | 2025 2024 2023 | $1,061,000 1,020,000 1,000,000 | - - - | $5,712,012 5,099,925 4,749,977 | $1,135,270 967,319 1,653,667 | $1,181 1,923 962 | $7,909,463 7,089,167 7,404,606 | | Todd S. Young(5) Chief Financial Officer | 2025 | 97,600 | - | 1,133,129 | − | − | 1,230,729 | | Brian P. Farley(6) Executive Vice President, General Counsel and Secretary | 2025 2024 2023 | 609,000 566,500 217,885 | - 400,000 - | 1,761,206 1,419,893 2,126,880 | 443,108 364,268 269,416 | 12,173 58,991 50,403 | 2,825,487 2,809,652 2,664,584 | | Nasser Khan, M.D. (7) Former Chief Operating Officer | 2025 2024 | 541,000 448,035 | - 98,437 | 1,399,439 1,198,831 | 393,632 168,003 | 524,878 8,250 | 2,858,949 1,921,556 | | Heather Dixon(8) Former Chief Financial Officer | 2025 2024 2023 | 513,821 710,700 305,192 | - 300,000 - | 1,999,205 2,099,865 6,000,004 | − 457,500 372,007 | 3,195 − − | 2,516,221 3,568,065 6,677,203 | | Timothy Sides(9) Former Interim Chief Financial Officer | 2025 | 441,583 | 61,400 | 400,826 | 339,061 | 14,680 | 1,257,550 |

  53. Summary Compensation Table

    | (1) For Mr. Farley, Dr. Khan and Ms. Dixon, these amounts reflect the applicable Named Executive Officer’s retention bonus pursuant to the terms of his or her Employment Agreement. For Mr. Sides, the amount was paid to Mr. Sides for his service as Interim Chief Financial Officer of the Company from August 16, 2025 to October 27, 2025. |

  54. Summary Compensation Table

    | (2) Reflects the aggregate grant date fair value of time-vesting restricted stock units and performance-vesting restricted stock units granted to each applicable Named Executive Officer pursuant to the Incentive Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation,” or ASC 718. The awards are described in more detail in the Grants of Plan-Based Awards section below. See Note 17 to the Consolidated Financial Statements contained in the Company’s 2025 Annual Report on Form 10-K for assumptions relevant to the valuation of stock awards. With respect to annual grants of performance-vesting restricted stock units, the units vest over three years and the amounts for a given year assume that the performance goals are attained during a respective annual performance period in accordance with ASC 718. |

  55. Summary Compensation Table

    The amounts relating to performance-vesting restricted stock unit awards represent the sum of the grant date fair value of the target number of shares that may be earned pursuant to the target amount of each corresponding performance-vesting restricted stock unit award. Assuming that the maximum performance goals are attained during a respective annual performance period in accordance with ASC 718 for the applicable tranche of the performance-vesting restricted stock units granted in 2025, 2024 and 2023, (i) the aggregate grant date fair value of the annual grants of performance-vesting restricted stock units would have been, and (ii) the aggregate grant date fair value of the total stock awards (including awards of both time-vesting restricted stock units and performance-vesting restricted stock units) would have been:

  56. Summary Compensation Table

    | Name | Year | Total PSU Awards | Total Stock Awards | | Christopher H. Hunter | 2025 2024 2023 | $5,283,617 5,099,925 7,125,001 | $8,353,820 7,649,888 8,312,478 | | Brian P. Farley | 2025 2024 2023 | 1,761,206 1,419,893 1,519,200 | 2,641,809 2,129,840 2,886,480 | | Nasser Khan, M.D. | 2025 2024 | 1,399,439 799,971 | 2,099,159 1,598,767 | | Heather Dixon | 2025 2024 2023 | 1,999,205 2,099,865 7,000,018 | 2,998,808 3,149,798 9,500,013 |

  57. Summary Compensation Table

    See the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS − Components of Executive Compensation − Equity-Based Compensation” for more information about the time-vesting restricted stock units and performance-vesting restricted stock units.

  58. Summary Compensation Table

    | (3) Reflects cash awards earned during the years indicated under the Incentive Plan. See the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS − Components of Executive Compensation − Annual Non-Equity Incentive Compensation” for more information. |

  59. Summary Compensation Table

    | (4) Represents certain long-term care insurance benefits and 401(k) plan matching contributions by the Company to each Named Executive Officer. For Mr. Farley, amounts for 2023 and 2024 include relocation benefits of $50,403 and $50,741, respectively. For Dr. Khan, the amount for 2025 includes $515,000 of accrued severance that will be paid no later than March 15, 2026 pursuant to the terms of a Transition and Separation Agreement with the Company. See “EXECUTIVE COMPENSATION – Potential Payments Upon Termination or Change in Control under the Employment Agreements – Dr. Khan’s Payments related to his Resignation.” |

  60. Summary Compensation Table

    | (5) Mr. Young was appointed Chief Financial Officer effective October 27, 2025. |

  61. Summary Compensation Table

    | (6) Mr. Farley was appointed Executive Vice President, General Counsel and Secretary effective July 26, 2023. |

  62. Summary Compensation Table

    | (7) Dr. Khan was appointed Chief Operating Officer effective June 30, 2024 and previously served as Operations Group President for the Company’s comprehensive treatment center business line. |

  63. Summary Compensation Table

    | (8) Ms. Dixon was appointed Chief Financial Officer effective July 10, 2023. |

  64. Summary Compensation Table

    | (9) Mr. Sides served as Interim Chief Financial Officer from August 16, 2025 to October 27, 2025 and served as Senior Vice President, Operations Finance for the Company when not serving as Interim Chief Financial Officer. |

  65. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information regarding plan-based awards granted to the Named Executive Officers during 2025:

  66. Grants of Plan-Based Awards

    | Name | Type | Grant Date | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Option Awards(4) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Christopher H. Hunter | Bonus | N/A | $663,125 | $1,326,250 | $2,652,500 | − | − | − | − | $− | | | RSU | 5/5/25 | − | − | − | − | − | − | 134,599 | 3,070,203 | | | PSU | 5/5/25 | − | − | − | 57,909 | 115,818 | 231,636 | − | 2,641,809(5) | | Todd S. Young | RSU | 10/27/25 | − | − | − | − | − | − | 48,445 | 1,133,129 | | Brian P. Farley | Bonus | N/A | 258,825 | 517,650 | 1,035,300 | − | − | − | − | − | | | RSU | 5/5/25 | − | − | − | − | − | − | 38,606 | 880,603 | | | PSU | 5/5/25 | − | − | − | 19,303 | 38,606 | 77,212 | − | 880,603(5) | | Nasser Khan, M.D. | Bonus | N/A | 229,925 | 459,850 | 919,700 | − | − | − | − | − | | | RSU | 5/5/25 | − | − | − | − | − | − | 30,676 | 699,720 | | | PSU | 5/5/25 | − | − | − | 15,338 | 30,676 | 61,352 | − | 699,720(5) | | Heather Dixon | Bonus | N/A | 324,700 | 649,400 | 1,298,800 | − | − | − | − | − | | | RSU | 5/5/25 | − | − | − | − | − | − | 43,823 | 999,603 | | | PSU | 5/5/25 | − | − | − | 21,912 | 43,823 | 87,646 | − | 999,603(5) | | Timothy Sides | RSU | 3/10/25 | − | − | − | − | − | − | 13,419 | 400,826 |

  67. Grants of Plan-Based Awards

    | (1) The estimated payouts shown reflect non-equity incentive awards granted under the Incentive Plan, where receipt is contingent upon the achievement of specified performance goals. The amounts in the “Threshold” column assume threshold performance for all of the specified performance goals. See the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation – Annual Non-Equity Incentive Compensation” for more information about the awards. |

  68. Grants of Plan-Based Awards

    | (2) Reflects the number of shares of Common Stock issuable upon vesting of performance-vesting restricted stock units granted under the Incentive Plan. The performance-vesting restricted stock units granted in 2025 to all applicable Named Executive Officers are earned based upon the achievement of certain performance goals from 2025 to 2027 and continued employment. See the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation − Equity-Based Compensation” for more information about the performance-vesting restricted stock units. |

  69. Grants of Plan-Based Awards

    | (3) Reflects time-vesting restricted stock units granted to all Named Executive Officers under the Incentive Plan, which will vest in three equal annual installments commencing one year after the date of grant. |

  70. Grants of Plan-Based Awards

    | (4) Reflects the aggregate grant date fair value computed in accordance with ASC 718. |

  71. Grants of Plan-Based Awards

    | (5) The amounts shown reflect the grant date fair value of the target number of shares subject to the 2025 annual award of performance-vesting restricted stock units assuming that target performance goals are attained during the performance period in accordance with ASC 718 and continued employment throughout the performance period. For additional information, see the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation – Equity-Based Compensation − Equity Awards Granted in 2025.” |

  72. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides certain information with respect to the applicable Named Executive Officers regarding outstanding equity awards as of December 31, 2025 that represent potential amounts that may be realized in the future. Each of Ms. Dixon and Dr. Khan resigned from their respective role as an executive officer of the Company in 2025 and forfeited all outstanding equity awards effective as of their applicable resignation date. See “EXECUTIVE COMPENSATION – Potential Payments Upon Termination or Change in Control under the Employment Agreements – Ms. Dixon’s Payments related to her Resignation” and “– Dr. Khan’s Payments related to his Resignation”.

  73. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options(1) | | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock Held that Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | | | (Exercisable) | (Unexercisable) | | | | | | | | Christopher H. Hunter | − | − | $− | − | 3,381(3) | $47,976 | − | $− | | | − | − | − | − | 8,646(4) | 122,687 | − | − | | | − | − | − | − | − | − | 8,646(5) | 122,680 | | | − | − | − | − | 25,011(6) | 354,906 | − | − | | | − | − | − | − | − | − | 35,276(7) | 500,566 | | | − | − | − | − | 115,818(8) | 1,643,457 | − | − | | | − | − | − | − | − | − | 115,818(9) | 1,643,457 | | | − | − | − | − | 18,781(10) | 266,502 | − | − | | | − | − | − | − | 37,393(11) | 530,607 | − | − | | Todd S. Young | − | − | − | − | 48,445(12) | 687,435 | − | − | | Brian P. Farley | − | − | − | − | 9,000(13) | 127,710 | − | − | | | − | − | − | − | − | − | 1,667(5) | 23,648 | | | − | − | − | − | 6,964(6) | 98,819 | − | − | | | − | − | − | − | − | − | 9,825(7) | 139,417 | | | − | − | − | − | 38,606(8) | 547,819 | − | − | | | − | − | − | − | − | − | 38,606(9) | 547,819 | | | − | − | − | − | 7,210(11) | 102,310 | − | − | | Timothy Sides | 775 | − | 57.14 | 3/31/31 | − | − | − | − | | | 775 | 775 | 53.40 | 2/25/32 | − | − | − | − | | | 1,250 | 1,250 | 80.87 | 2/21/33 | − | − | − | − | | | − | − | − | − | 625(14) | 8,869 | − | − | | | − | − | − | − | 1,875(15) | 26,606 | − | − | | | − | − | − | − | 1,000(16) | 14,190 | − | − | | | − | − | − | − | 5,000(17) | 70,950 | − | − | | | − | − | − | − | 2,998(18) | 42,542 | − | − | | | − | − | − | − | 13,419(19) | 190,416 | − | − | | | − | − | − | − | − | − | 1,058(7) | 15,013 |

  74. Outstanding Equity Awards at Fiscal Year-End

    | (1) The amounts shown reflect stock options granted under the Incentive Plan. |

  75. Outstanding Equity Awards at Fiscal Year-End

    | (2) Based on the closing sales price of our Common Stock of $14.19 on The NASDAQ Global Select Market on December 31, 2025. |

  76. Outstanding Equity Awards at Fiscal Year-End

    | (3) These time-vesting restricted stock units vest on April 11, 2026. |

  77. Outstanding Equity Awards at Fiscal Year-End

    | (4) One-half of these time-vesting restricted stock units vest on each of May 9, 2026 and May 9, 2027. |

  78. Outstanding Equity Awards at Fiscal Year-End

    | (5) Reflects the aggregate threshold number of shares that will vest upon the achievement of certain performance goals established for the annual award of performance-vesting restricted stock units granted in 2023 under the Incentive Plan and continued employment. See the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation – Equity-Based Compensation − Equity Awards Granted in 2023” for more information about the performance-vesting restricted stock units. |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (6) One-third of these time-vesting restricted stock units vest on each of June 26, 2026, and June 26, 2027. |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (7) Reflects the aggregate target number of shares that will vest upon the achievement of certain performance goals established for the annual award of performance-vesting restricted stock units granted in 2024 under the Incentive Plan, subject to adjustment based on the relative TSR modifier, and continued employment. See the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation – Equity-Based Compensation − Equity Awards Granted in 2024” for more information about the performance-vesting restricted stock units. |

  81. Outstanding Equity Awards at Fiscal Year-End

    | (8) One-third of these time-vesting restricted stock units vest on each of May 5, 2026, May 5, 2027 and May 5, 2028. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (9) Reflects the aggregate target number of shares that will vest upon the achievement of certain performance goals established for the annual award of performance-vesting restricted stock units granted in 2025 under the Incentive Plan and continued employment. See the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation – Equity-Based Compensation − Equity Awards Granted in 2025” for more information about the performance-vesting restricted stock units. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (10) These time-vesting restricted stock units vest on May 5, 2028. |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (11) Reflects the earned but unvested portion of performance-vesting restricted stock units granted in 2023 that will vest in 2026 following the Company’s certification of the final performance period subject to such award. |

  85. Outstanding Equity Awards at Fiscal Year-End

    | (12) One-third of these time-vesting restricted stock units vest on each of October 27, 2026, October 27, 2027 and October 27, 2028. |

  86. Outstanding Equity Awards at Fiscal Year-End

    | (13) One-third of these time-vesting restricted stock units vest on each of July 26, 2025, July 26, 2026 and July 26, 2027. |

  87. Outstanding Equity Awards at Fiscal Year-End

    | (14) These time-vesting restricted stock units vest on February 25, 2026. |

  88. Outstanding Equity Awards at Fiscal Year-End

    | (15) These time-vesting restricted stock units vest on April 29, 2026. |

  89. Outstanding Equity Awards at Fiscal Year-End

    | (16) One-half of these time-vesting restricted stock units vest on each of February 21, 2026 and February 21, 2027. |

  90. Outstanding Equity Awards at Fiscal Year-End

    | (17) One-half of these time-vesting restricted stock units vest on each of July 25, 2026 and July 25, 2027. |

  91. Outstanding Equity Awards at Fiscal Year-End

    | (18) One-half of these time-vesting restricted stock units vest on each of March 29, 2026 and March 29, 2027. |

  92. Outstanding Equity Awards at Fiscal Year-End

    | (19) One-third of these time-vesting restricted stock units vest on each of March 10, 2026, March 10, 2027 and March 10, 2028. |

  93. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The Named Executive Officers did not exercise options during 2025. The following table shows the amounts received by the Named Executive Officers upon the vesting of time-vesting restricted stock units and performance-vesting restricted stock units during 2025:

  94. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Christopher H. Hunter | 12,505 | $261,855(1) | | | 4,323 | 104,703(2) | | | 3,380 | 91,530(3) | | | 47,420 | 1,909,129(4) | | Todd S. Young | − | − | | Brian P. Farley | 3,481 | 72,892(1) | | | 4,500 | 100,170(5) | | Nasser Khan, M.D. | 3,000 | 73,620(6) | | | 600 | 17,988(7) | | | 1,665 | 50,150(8) | | | 1,961 | 41,063(1) | | | 1,250 | 25,325(9) | | Heather Dixon | 5,149 | 107,820(1) | | | 8,228 | 178,877(10) | | Timothy Sides | 625 | 25,419(11) | | | 1,875 | 41,588(12) | | | 500 | 20,335(13) | | | 2,500 | 54,350(10) | | | 1,499 | 45,150(8) | | | 625 | 18,825(8) |

  95. Option Exercises and Stock Vested

    | (1) Based on the closing sales price of our Common Stock of $20.94 on the NASDAQ Global Select Market on June 25, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  96. Option Exercises and Stock Vested

    | (2) Based on the closing sales price of our Common Stock of $24.22 on the NASDAQ Global Select Market on May 8, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  97. Option Exercises and Stock Vested

    | (3) Based on the closing sales price of our Common Stock of $27.08 on the NASDAQ Global Select Market on April 10, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  98. Option Exercises and Stock Vested

    | (4) Based on the closing sales price of our Common Stock of $40.26 on The NASDAQ Global Select Market on February 27, 2025, the date that the performance-vesting restricted stock units vested. See the section entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation – Equity-Based Compensation – 2022 Annual Awards” in our Proxy Statement dated April 7, 2023 for more information about the performance-vesting restricted stock units. |

  99. Option Exercises and Stock Vested

    | (5) Based on the closing sales price of our Common Stock of $22.26 on the NASDAQ Global Select Market on July 25, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  100. Option Exercises and Stock Vested

    | (6) Based on the closing sales price of our Common Stock of $24.54 on the NASDAQ Global Select Market on September 29, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  101. Option Exercises and Stock Vested

    | (7) Based on the closing sales price of our Common Stock of $29.98 on the NASDAQ Global Select Market on February 28, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  102. Option Exercises and Stock Vested

    | (8) Based on the closing sales price of our Common Stock of $30.12 on The NASDAQ Global Select Market on March 28, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  103. Option Exercises and Stock Vested

    | (9) Based on the closing sales price of our Common Stock of $20.26 on The NASDAQ Global Select Market on November 6, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  104. Option Exercises and Stock Vested

    | (10) Based on the closing sales price of our Common Stock of $21.74 on the NASDAQ Global Select Market on July 24, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  105. Option Exercises and Stock Vested

    | (11) Based on the closing sales price of our Common Stock of $40.67 on The NASDAQ Global Select Market on February 24, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  106. Option Exercises and Stock Vested

    | (12) Based on the closing sales price of our Common Stock of $22.18 on The NASDAQ Global Select Market on April 28, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  107. Option Exercises and Stock Vested

    | (13) Based on the closing sales price of our Common Stock of $40.67 on The NASDAQ Global Select Market on February 20, 2025, the first business day immediately prior to the date that the time-vesting restricted stock units vested. |

  108. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows the activity during 2025 and the aggregate balances held by each of our Named Executive Officers at December 31, 2025 under the Deferred Compensation Plan.

  109. Nonqualified Deferred Compensation

    | Name | Executive Contributions ($)(1) | Company Contribution ($) | Aggregate Earnings ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at December 31, 2025 ($)(2) | | Christopher H. Hunter | $− | $− | $− | $− | $− | | Todd S. Young | − | − | − | − | − | | Brian P. Farley | − | − | − | − | − | | Nasser Khan, M.D. | − | − | − | − | − | | Heather Dixon | − | − | − | − | − | | Timothy Sides | 95,187 | − | 34,503 | − | 214,275 |

  110. Nonqualified Deferred Compensation

    (1) This amount is included in the Summary Compensation Table above. (2) All amounts other than 2025 earnings are included in the Summary Compensation Table above. Under the plan, participants may defer up to 50% of their annual base compensation and up to 100% of any performance-based compensation. Participants are fully vested in their deferral accounts as to amounts they elect to defer. No employer matching contributions are made to the Deferred Compensation Plan. Participants will be able to select from several fund choices and their deferred compensation account will increase or decrease in value in accordance with the performance of the funds selected. Participants may receive a distribution from the Deferred Compensation Plan upon a qualifying distribution event such as separation from service, disability, death, change in control or an unforeseeable emergency or on a specified date selected by a participant. Following a participant’s separation from the Company for any reason, the participant’s vested interest in the account is paid to the participant (or the participant’s beneficiary in the event of the participant’s death) either in a lump sum or up to ten annual installments, as elected by the participant. The Deferred Compensation Plan is intended to be an unfunded plan administered and maintained by the Company primarily for the purpose of providing deferred compensation benefits to participants.

  111. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    Potential Payments Upon Termination or Change in Control under the Employment Agreements We entered into an employment agreement with Mr. Hunter effective April 11, 2022, with Mr. Young effective October 27, 2025, with Mr. Farley effective July 26, 2023, with Dr. Khan effective June 30, 2024, and with Ms. Dixon effective July 10, 2023 (collectively, the “Employment Agreements”). There is not an employment agreement in place for Mr. Sides; however, Mr. Sides is party to a Severance Agreement with the Company, dated as of April 29, 2022 (the “Severance Agreement”). A summary of the Employment Agreements for each applicable Named Executive Officer, and the Severance Agreement with Mr. Sides, is provided below. Compensation and Benefits The base salaries under the Employment Agreements are subject to an annual increase in the sole discretion of our Board. In addition to base salary, under the Employment Agreements the executives are entitled to participate, in their sole discretion, in all of our employee benefit programs for which senior executive employees are generally eligible. Each executive is also reimbursed for reasonable expenses incurred in connection with services performed under each executive’s Employment Agreement. Non-Competition and Non-Solicitation During the term of each Employment Agreement and for 12 months thereafter (in the case of Messrs. Young and Farley, Dr. Khan and Ms. Dixon) or 24 months thereafter (in the case of Mr. Hunter), each such executive is prohibited from (i) directly or indirectly managing, controlling, consulting, rendering services for or participating, engaging or owning an interest in any business which derives 25% of its gross revenue from the business of providing behavioral healthcare and/or related services and (ii) directly or indirectly managing, controlling, rendering services for or participating or consulting with any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (subject to certain exceptions), in each case within any geographical area in which we engage in such businesses. During the term of each Employment Agreement and for 12 months thereafter (in the case of Messrs. Young and Farley, Dr. Khan and Ms. Dixon) or 24 months thereafter (in the case of Mr. Hunter), each such executive is prohibited from directly or indirectly soliciting or hiring any employee or independent contractor of ours or directly or indirectly soliciting any customer, supplier, licensee, licensor or other business relation of ours. For Mr. Hunter, his non-compete and non-solicitation periods are reduced to 18 months if he is terminated without “Cause” or resigns with “Good Reason” during the period beginning 3 months prior to and 18 months following a “Change in Control” of the Company (the “Change in Control Period”). In addition, the executives are subject to customary confidentiality and non-disparagement obligations both during and following their employment with the Company. Retention Bonus Under the Employment Agreement for Mr. Young, he is entitled to receive a retention bonus in 2026 equal to $460,000 for continued service through March 31, 2026. Under the Employment Agreements for Ms. Dixon and Mr. Farley, each received a retention bonus in 2024 equal to $300,000 and $400,000, respectively, for continued service through March 31, 2024. Severance Under the Employment Agreements, if the executive is terminated without “Cause” or resigns with “Good Reason,” such executive is generally entitled to receive (subject to the satisfaction of certain conditions):

  112. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | Such executive’s base salary through the termination date; |

  113. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | Any accrued but unpaid cash bonus with respect to a completed performance period, and, for Mr. Young, any unpaid retention bonus; |

  114. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | Any unused and unpaid time off and sick pay accrued through the termination date, any incurred but unreimbursed business expenses as of the termination date, and all other payments, benefits or fringe benefits pursuant to any applicable compensation arrangement as of the termination date; |

  115. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | For Mr. Hunter, an amount equal to one and a half (1.5) times, and two (2) times, his base salary and target cash bonus as in effect on the termination date, depending on whether such termination occurs outside, or during, the Change of Control Period, respectively; |

  116. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | For Messrs. Young and Farley, Dr. Khan and Ms. Dixon, an amount equal to such executive’s base salary and target cash bonus as in effect on the termination date; |

  117. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | For Messrs. Young and Farley, Dr. Khan and Ms. Dixon, a prorated cash bonus amount for the calendar year in which the termination occurs, determined as if all of the subjective performance objectives for such year have been achieved at the target level; |

  118. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | An amount equal to the after-tax cost of the premiums for continued health and dental insurance for the executive and/or his or her dependents in accordance with COBRA for a specified period; |

  119. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | For Mr. Hunter, either full accelerated vesting of a prorated portion of outstanding performance-vesting equity awards (with outstanding performance conditions deemed satisfied at target levels) or delay of vesting and forfeiture of a prorated portion of outstanding performance-vesting equity awards, depending on whether such termination occurs outside, or during, the Change of Control Period, respectively; and |

  120. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | For Messrs. Young and Farley, Dr. Khan and Ms. Dixon, full and immediate vesting of the time-vesting components of such executive’s outstanding annual equity and equity-based awards, and delay of vesting and forfeiture of such executive’s outstanding annual equity and equity-based awards that are subject to performance-vesting criteria (all such payments collectively, the “Termination Payments”). |

  121. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    “Cause” (as defined in the Employment Agreement for Mr. Hunter) means the occurrence of one or more of the following with respect to the applicable executive; provided that no determination of “Cause” may be made under certain circumstances until Mr. Hunter has been given written notice detailing the specific Cause event and a period of thirty (30) business days following receipt of such notice to cure such event:

  122. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | the arrest and indictment for, conviction of or plea of nolo contendere to a felony or other crime involving moral turpitude or the conviction of any crime involving misappropriation, embezzlement or fraud with respect to the Company or any of its subsidiaries or any of their customers, suppliers or other business relations; |

  123. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | willful conduct outside the scope of his duties and responsibilities under his Employment Agreement that causes the Company or any of its subsidiaries substantial public disgrace or disrepute or demonstrable economic harm; |

  124. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | repeated failure to perform duties consistent with his Employment Agreement as reasonably directed by the Board; |

  125. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | any willful act or knowing omission of aiding or abetting a competitor of the Company or any of its subsidiaries to the disadvantage or detriment of the Company or any of its subsidiaries; |

  126. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | material breach of fiduciary duty or gross negligence in the performance of his duties to the Company or any of its subsidiaries; |

  127. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | intentional misconduct in the performance of his duties to the Company or any of its subsidiaries; |

  128. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | an administrative or other proceeding arising as a result of his action that results in his suspension or debarment from participation in any contracts with, or programs of, the U.S. or any of the fifty states or any agency or department thereof, or any finding of a governmental agency that he personally has engaged in misconduct in connection with his employment by the Company; |

  129. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | any other material breach by him of his Employment Agreement or material breach of any other agreement between him and the Company or any of its subsidiaries or any written policy of the Company or any of its subsidiaries; or |

  130. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | failure by him to, or notification from him of his intent not to, relocate to the greater Nashville, Tennessee area as requested by the Board. |

  131. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    “Cause” (as defined in the Employment Agreements for Messrs. Young and Farley, Dr. Khan and Ms. Dixon) means the occurrence of one or more of the following with respect to the applicable executive:

  132. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | the conviction of or plea of nolo contendere to a felony or other crime involving moral turpitude or the conviction of any crime involving misappropriation, embezzlement or fraud with respect to the Company or any of its subsidiaries or any of their customers, suppliers or other business relations; |

  133. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | conduct outside the scope of such executive’s duties and responsibilities under such Employment Agreement that causes the Company or any of its subsidiaries substantial public disgrace or disrepute or economic harm; |

  134. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | repeated failure to perform duties consistent with such Employment Agreement as reasonably directed by the Board; |

  135. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | any act or knowing omission aiding or abetting a competitor, supplier or customer of the Company or any of its subsidiaries to the disadvantage or detriment of the Company or any of its subsidiaries; |

  136. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of its subsidiaries; |

  137. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | an administrative or other proceeding resulting in the suspension or debarment of such executive from participation in any contracts with, or programs of, the U.S. or any individual state or any agency or department thereof; or |

  138. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | • | any other material breach by such executive of such Employment Agreement or any other agreement between such executive and us, which is not cured to the reasonable satisfaction of the Board within thirty (30) days after written notice thereof to such executive. |

  139. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    “Good Reason” (as defined in the Employment Agreements) means if the applicable executive resigns his or her employment with the Company as a result of one or more of the following actions (in each case taken without the executive’s written consent): (i) a reduction in such executive’s base salary; (ii) a material diminution of such executive’s job duties or responsibilities inconsistent with the executive’s position, and in the case of Mr. Young, assigning job duties or responsibilities materially inconsistent with his position; (iii) any other material breach by the Company of such Employment Agreement; or (iv) a relocation of the Company’s principal executive offices and corporate headquarters outside of a 30-mile radius of Nashville, Tennessee, or in the case of Mr. Farley and Ms. Dixon, Franklin, Tennessee, or, in the case of Mr. Young and Dr. Khan, a required relocation of his principal place of employment pursuant to his Employment Agreement; provided that, none of the events described in clauses (i) through (iv) shall constitute Good Reason unless such executive shall have notified us in writing describing the event which constitutes Good Reason within ninety (90) days after the occurrence of such event and then only if we shall have failed to cure such event within thirty (30) days after our receipt of such written notice and such executive elects to terminate his or her employment as a result at the end of such thirty (30) day period. If an executive that is party to an Employment Agreement dies or becomes disabled, such executive is entitled to the Termination Payments; provided, that in the case of Mr. Hunter, his payment with respect to the annual cash bonus shall be a prorated cash bonus amount for the calendar year in which the termination occurs and he shall forfeit all outstanding equity awards other than a prorated portion of outstanding performance-vesting equity awards subject to the performance period preceding the termination date, and in the case of Messrs. Young and Farley, Dr. Khan and Ms. Dixon, such executive shall forfeit all outstanding equity awards. In the event that an executive becomes disabled not due to death, such executive is entitled to receive continued installment payments of such executive’s base salary as in effect on the termination date for a specified period of time. If we terminate an executive under an Employment Agreement for Cause or if any such executive resigns without Good Reason, such executive is only entitled to receive his or her unpaid base salary through the termination date and any bonus amount to which such executive is entitled by reference to the calendar year that ended on or prior to the termination date, and in the case of Mr. Hunter, all other payments, benefits or fringe benefits pursuant to any applicable compensation arrangement as of the termination date. Upon any termination of employment under an Employment Agreement, whether voluntary or otherwise, such executive has the option to elect to continue health insurance coverage until the earlier of (A) such time as the executive is eligible to participate in another health plan or (B) the executive becomes eligible for Medicare. The Severance Agreement provides that if Mr. Sides is terminated without Cause or resigns with Good Reason, he is generally entitled to receive (subject to the satisfaction of certain conditions) (i) a severance payment equal to 12 months of his base salary, payable under the Company’s regular payroll practices; (ii) accelerated vesting of restricted stock awards; (iii) any unused and unpaid time off accrued through the termination date; and (iv) an amount equal to the cost of the premiums for continued health and dental insurance for Mr. Sides and his dependents in accordance with COBRA for 12 months. The Severance Agreement contains restrictive covenants pursuant to which Mr. Sides has agreed not to compete with the Company during his period of employment and for 12 months thereafter, and also contains non-solicitation and non-disparagement covenants consistent with other officers of the Company. The tables below show the amounts that each Named Executive Officer employed as of December 31, 2025 would have received assuming that the Named Executive Officer’s employment was terminated or he or she died or became disabled effective December 31, 2025. As a result of their respective resignations in 2025, neither Ms. Dixon nor Dr. Khan were employed with the Company as of December 31, 2025. As of December 31, 2025, none of the Named Executive Officers were entitled to any compensation or benefits for resignation or retirement, other than in the case of Dr. Khan pursuant to the terms of a Transition and Separation Agreement (see “– Dr. Khan’s Payments related to his Resignation,” below). Furthermore, the Employment Agreements (other than the Employment Agreement for Mr. Hunter) do not distinguish a termination following a change in control from a termination in another context. Therefore, a termination following a change in control will entitle a Named Executive Officer to severance benefits only if the Named Executive Officer’s employment is otherwise terminated without Cause by the Company or by the Named Executive Officer for Good Reason. Mr. Hunter

  140. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | Executive Benefits and Payments upon Termination | Involuntary Termination without Cause (outside of CoC Period)(1) | Involuntary Termination without Cause (during CoC Period)(2) | Death or Disability | | Base Salary | $1,591,500(3) | $2,122,000(3) | $530,500(4) | | Non-Equity Incentive Plan Compensation(5) | 3,315,625 | 3,978,750 | 1,326,250 | | Time-Vesting Restricted Stock Units (unvested)(6) | − | 2,435,529 | − | | Insurance Benefits | 56,217(7) | 74,956(7) | 18,739(8) |

  141. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    Mr. Young

  142. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | Executive Benefits and Payments upon Termination | Involuntary Termination without Cause(1) | Death or Disability | | Base Salary | $725,000(3) | $362,500(4) | | Non-Equity Incentive Plan Compensation(5) | 1,232,500 | 616,250 | | Time-Vesting Restricted Stock Units (unvested)(6) | 687,435 | − | | Insurance Benefits | 34,833(7) | 17,416(8) |

  143. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    Mr. Farley

  144. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | Executive Benefits and Payments upon Termination | Involuntary Termination without Cause(1) | Death or Disability | | Base Salary | $609,000(3) | $304,500(4) | | Non-Equity Incentive Plan Compensation(5) | 1,035,300 | 517,650 | | Time-Vesting Restricted Stock Units (unvested)(6) | 774,348 | − | | Insurance Benefits | 37,478(7) | 18,739(8) |

  145. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    Mr. Sides

  146. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | Executive Benefits and Payments upon Termination | Involuntary Termination without Cause(1) | | Base Salary | $506,400(3) | | Non-Equity Incentive Plan Compensation(5) | − | | Time-Vesting Restricted Stock Units (unvested)(6) | 353,572 | | Insurance Benefits | 34,833(7) | | Accrued Vacation(9) | 42,985 |

  147. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    __________

  148. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | (1) The amounts shown would have been payable if we terminated the Named Executive Officer’s employment without Cause (as defined in his Employment Agreement or the Severance Agreement, as applicable) or if the Named Executive Officer resigned his employment for Good Reason (as defined in his Employment Agreement or the Severance Agreement, as applicable), provided that the Named Executive Officer had not breached the non-competition, non-solicitation, confidentiality and proprietary information provisions of his Employment Agreement or the Severance Agreement. |

  149. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | (2) The amounts shown would have been payable if we terminated Mr. Hunter’s employment without Cause (as defined in his Employment Agreement) or if Mr. Hunter resigned his employment for Good Reason (as defined in his Employment Agreement) during the Change of Control Period (as defined in his Employment Agreement), provided that Mr. Hunter had not breached the non-competition, non-solicitation, confidentiality and proprietary information provisions of his Employment Agreement. |

  150. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | (3) The amount shown reflects, for Mr. Hunter, one and a half (1.5) and two (2) times his base salary depending on whether such termination occurs outside, or during, the Change of Control Period, respectively, for Messrs. Young, Farley and Sides, twelve months of his base salary, in each case such base salary as in effect on December 31, 2025 pursuant to the terms of the Employment Agreements or the Severance Agreement (assuming that he is not in violation of the restrictive covenants set forth in his Employment Agreement, his General Release or the Severance Agreement, if applicable). Pursuant to the Employment Agreements and the Severance Agreement, base salary amounts are payable in regular installments over the course of the applicable severance period. |

  151. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | (4) The amount shown reflects the Named Executive Officer’s base salary as in effect on December 31, 2025 payable for a period of six months in the event of disability pursuant to the terms of his Employment Agreement. |

  152. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | (5) The amount shown reflects the cash incentive award for 2025 of 125% of the base salary for Mr. Hunter, and two (2) times 85% of the base salary for Messrs. Young and Farley, assuming achievement of the performance goals at the target level, pursuant to the terms of the Employment Agreements and each of their non-equity incentive compensation plans for 2025. In addition, Mr. Hunter is entitled to an additional payment of one and a half (1.5) times and two (2) times his target annual cash bonus depending on whether such termination occurs outside, or during, the Change of Control Period, respectively. |

  153. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | (6) The amount shown reflects the value of all unvested time-vesting restricted stock units not intended to qualify as performance-based compensation for each Named Executive Officer (other than Mr. Hunter), which may immediately vest pursuant to the terms of his Employment Agreement or the Severance Agreement depending on the type of termination, based on a market value of $14.19 per share as of December 31, 2025. Pursuant to the terms of his Employment Agreement, Mr. Hunter is only entitled to vest in unvested time-vesting restricted stock units if such termination occurs within three months of a Change of Control. See “EXECUTIVE COMPENSATION − Outstanding Equity Awards at Fiscal Year-End.” Pursuant to each Named Executive Officer’s Employment Agreement, unvested performance-vesting restricted stock unit awards intended to qualify as performance-based compensation are not immediately forfeited at termination but remain subject to forfeiture restrictions related to pre-established performance goals until the results of the related goals have been satisfied. As of December 31, 2025, all unvested performance-vesting restricted stock units of each applicable Named Executive Officer would remain subject to pre-established performance goals and would vest in future years based on future performance. See “EXECUTIVE COMPENSATION − Outstanding Equity Awards at Fiscal Year-End” for potential amounts that may be realized in the future with respect to each applicable Named Executive Officer’s unvested performance-vesting restricted stock units as of December 31, 2025. |

  154. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | (7) The amount shown reflects the cost of the premiums for continued health, dental and vision insurance for the Named Executive Officer or his dependents, in accordance with COBRA, for a period of 18 or 24 months for Mr. Hunter depending on whether such termination occurs outside, or during, the Change of Control Period, respectively, and 12 months for Messrs. Young, Farley and Sides, pursuant to the terms of the Employment Agreements or the Severance Agreement. |

  155. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | (8) The amount shown reflects the cost of the premiums for continued health, dental and vision insurance for the Named Executive Officer or his dependents, in accordance with COBRA, for a period of six months pursuant to the terms of his Employment Agreement. |

  156. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    | (9) The amount shown reflects unused paid time off, pursuant to the terms of Mr. Sides’ Severance Agreement and our paid time off policies. Beginning in 2025, the Company no longer accrues unused paid time off for its Named Executive Officers. |

  157. Potential Payments Upon Termination or Change in Control under the Employment Agreements

    Mr. Hunter’s Payments related to his Departure Mr. Hunter departed from his role as the Company’s Chief Executive Officer effective January 20, 2026. In connection with such departure and pursuant to the terms of a Separation and Release Agreement with Acadia Management Company, LLC, Mr. Hunter will receive (a) a lump-sum cash payment of $3,580,875 payable in substantially equal installments for 18 months following his departure date, (b) a lump-sum cash payment of $1,785,000 in respect of the cash retention award established in January 2025, and (c) the after-tax cost of COBRA premiums for Mr. Hunter and his covered dependents for 18 months following his departure date. In addition, Mr. Hunter remained eligible (x) to earn his 2025 annual non-equity incentive award subject to actual achievement of the 2025 performance goals and (y) to receive a prorated portion of additional shares of common stock in the future pursuant to outstanding performance-vesting restricted stock units previously granted to him based upon the Company’s 2026 performance. Under the terms of such Separation and Release Agreement and his Employment Agreement, Mr. Hunter forfeited his rights to any additional compensation, severance or other benefits, including all other outstanding equity and non-equity incentive awards and bonuses. Ms. Dixon’s Payments related to her Resignation Ms. Dixon resigned from her role as the Company’s Chief Financial Officer effective August 15, 2025. In connection with such resignation and consistent with the terms of her Employment Agreement, Ms. Dixon was entitled to receive any unpaid base salary and unpaid non-equity incentive award through such resignation date, but she forfeited her rights to any additional compensation, severance or other benefits, including all outstanding equity and non-equity incentive awards and bonuses. Dr. Khan’s Payments related to his Resignation Dr. Khan resigned as the Company’s Chief Operating Officer effective November 3, 2025, but continued to provide transition advisory services through December 31, 2025. In connection with such resignation and pursuant to the terms of a Transition and Separation Agreement with the Company, Dr. Khan (a) will receive a lump-sum payment of $515,000 no later than March 15, 2026, and (b) remained eligible to earn his 2025 annual non-equity incentive award subject to actual achievement of the 2025 performance goals. Under the terms of such Transition and Separation Agreement and his Employment Agreement, Dr. Khan forfeited his rights to any additional compensation, severance or other benefits, including all other outstanding equity and non-equity incentive awards and bonuses. 2023, 2024 and 2025 Performance-Vesting Equity Awards As described in “COMPENSATION DISCUSSION AND ANALYSIS − Components of Executive Compensation − Equity-Based Compensation,” shares earned under performance-vesting restricted stock unit awards made in 2023, 2024 and 2025 are generally accumulated and released at the end of the applicable three-year term of the award, and for such awards made in 2024, subject to adjustment based on the relative TSR modifier. Given the longer payout for such awards, awards for an executive whose employment is terminated during the performance period due to death, disability, retirement, or without Cause or for Good Reason may vest at the end of the performance period, subject to the Company’s achievement of the performance goals.

  158. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection 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. Hunter, our Chief Executive Officer for 2025:

  159. Pay Ratio

    | • | the median of the annual total compensation of all employees of the Company was $50,795; and |

  160. Pay Ratio

    | • | the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $7,909,463. |

  161. Pay Ratio

    Based on this information, for 2025, the ratio of the annual total compensa-tion of Mr. Hunter, our Chief Executive Officer, to the median of the annual total compensation of all employees was 156 to 1. For purposes of the foregoing pay ratio disclosure, we were required to identify the median employee of all employees of the Company, without regard to their location, compensation arrangements or employment status (full-time versus part-time) and then determine the annual total compensation that “median employee” earned during 2025. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee in 2025, we took the following steps: While performing our pay ratio analysis for 2025, we determined that our previously identified median employee was no longer employed by us as of December 31, 2025, so we concluded that we should re-identify a new median employee using the methodology set forth below. Pursuant to applicable regulations, we are required to identify our median employee only once every three years. Accordingly, for purposes of determining the median annual total compensation of employees and the resulting pay ratio for 2025, we have used the 2025 compensation of the median employee that we identified as of December 31, 2025. We determined that, as of December 31, 2025, our employee population consisted of approximately 25,000 individuals working at the Company and its consolidated subsidiaries in the U.S. and Puerto Rico (as reported in Item 1, Business, in our Annual Report on Form 10-K for the year ended December 31, 2025). This population consisted of our full-time, part-time and temporary employees paid during the year ended December 31, 2025. The inclusion of part-time and temporary employees substantially reduces the median of the annual total compensation of all of our employees. We prepared a list of employees at December 31, 2025 from our payroll records and evaluated total compensation. Total compensation includes salary, stock awards and non-equity incentive plan compensation. Compensation for full-time and part-time employees who commenced employment after January 1, 2025 was annualized. Compensation for temporary employees was not annualized. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies, including those within our peer group and industry.

  162. Pay Versus Performance

    Pay Versus Performance The following table sets forth certain information regarding compensation actually paid to our Named Executive Officers during the past five fiscal years compared to certain measures of our financial performance:

  163. Pay Versus Performance

    | | Summary Comp. Table Total for CEO | | Comp. Actually Paid to CEO(3) | | Average Summary Comp. Table Total for Non-CEO NEOs(4) | Average Comp. Actually Paid to Non-CEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: | | Net (Loss) Income (in thousands) | Adjusted EBITDA (in millions)(7) | | Year | Christopher H. Hunter(1) | Debra K. Osteen(2) | Christopher H. Hunter(1) | Debra K. Osteen(2) | | | TSR(5) | Peer Group TSR(6) | | | | 2025 | $7,909,463 | $N/A | $1,224,145 | $N/A | $2,137,787 | $(35,464) | $28 | $113 | $(1,091,923) | $612.1 | | 2024 | 7,089,167 | N/A | (241,669) | N/A | 2,238,478 | (19,323) | 79 | 95 | 264,484 | 711.3 | | 2023 | 7,404,606 | N/A | 8,352,752 | N/A | 3,289,184 | 1,079,088 | 155 | 93 | (15,661) | 680.4 | | 2022 | 6,415,224 | 2,620,043 | 8,482,132 | 17,102,308 | 3,040,751 | 9,817,787 | 164 | 88 | 280,033 | 616.8 | | 2021 | N/A | 9,853,107 | N/A | 29,812,731 | 3,656,112 | 8,870,858 | 121 | 110 | 195,562 | 559.0 |

  164. Pay Versus Performance

    _______________

  165. Pay Versus Performance

    | (1) Mr. Hunter was appointed Chief Executive Officer effective April 11, 2022. He departed the Company effective January 20, 2026. |

  166. Pay Versus Performance

    | (2) Ms. Osteen retired as Chief Executive Officer effective April 11, 2022. She was appointed Chief Executive Officer again on January 20, 2026. |

  167. Pay Versus Performance

    | (3) To calculate Compensation Actually Paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: |

  168. Pay Versus Performance

    CEO SCT Total to CAP Reconciliation:

  169. Pay Versus Performance

    | Name | Year | SCT Total | Deductions from SCT Total(a) | Additions to SCT Total(b) | CAP | | Christopher H. Hunter | 2025 | $7,909,463 | $5,712,012 | $(973,306) | $1,224,145 | | | 2024 | 7,089,167 | 5,099,925 | (2,230,911) | (241,669) | | | 2023 | 7,404,606 | 4,749,977 | 5,698,123 | 8,352,752 | | | 2022 | 6,415,224 | 4,500,022 | 6,566,930 | 8,482,132 | | Debra K. Osteen | 2025 | − | − | − | − | | | 2024 | − | − | − | − | | | 2023 | − | − | − | − | | | 2022 | 2,620,043 | 1,059,857 | 15,542,122 | 17,102,308 | | | 2021 | 9,853,107 | 6,989,753 | 26,949,377 | 29,812,731 |

  170. Pay Versus Performance

    Average Non-CEO Named Executive Officers SCT Total to CAP Reconciliation:

  171. Pay Versus Performance

    | Year | SCT Total | Deductions from SCT Total(a) | Additions to SCT Total(b) | CAP | | 2025 | $2,137,787 | $1,338,761 | $(834,490) | $(35,464) | | 2024 | 2,238,478 | 1,179,647 | (1,078,154) | (19,323) | | 2023 | 3,289,184 | 2,503,492 | 293,396 | 1,079,088 | | 2022 | 3,040,751 | 1,720,243 | 8,497,279 | 9,817,787 | | 2021 | 3,656,112 | 1,963,594 | 7,178,340 | 8,870,858 |

  172. Pay Versus Performance

    | _______________ |

  173. Pay Versus Performance

    | (a) Represents the grant date fair value of equity-based awards granted each year calculated in accordance with ASC 718. |

  174. Pay Versus Performance

    | (b) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the table below. For performance-vesting restricted stock unit awards, fair value amounts have been computed consistent with the methodology used in the Company’s Consolidated Financial Statements as of December 31, 2021, 2022, 2023, 2024 and 2025, respectively. |

  175. Pay Versus Performance

    Equity Component of CAP: Christopher H. Hunter

  176. Pay Versus Performance

    | Year | Fair Value of Current Year Equity Awards at Year-End | Change in Value of Prior Years’ Awards Unvested at Year-End | Change in Value of Prior Years’ Awards That Vested in the Year | Equity Value Included in CAP | | 2025 | $3,553,417 | $(3,851,556) | $(675,167) | $(973,306) | | 2024 | 2,975,019 | (5,148,737) | (57,192) | (2,230,911) | | 2023 | 6,050,233 | (321,521) | (30,589) | 5,698,123 | | 2022 | 6,566,930 | − | − | 6,566,930 | | 2021 | − | − | − | − |

  177. Pay Versus Performance

    Debra K. Osteen

  178. Pay Versus Performance

    | Year | Fair Value of Current Year Equity Awards at Year-End | Change in Value of Prior Years’ Awards Unvested at Year-End | Change in Value of Prior Years’ Awards That Vested in the Year | Equity Value Included in CAP | | 2025 | − | − | − | − | | 2024 | − | − | − | − | | 2023 | − | − | − | − | | 2022 | $9,972,986 | $7,341,244 | $(1,772,108) | $15,542,122 | | 2021 | 23,567,139 | 3,215,353 | 166,885 | 26,949,377 |

  179. Pay Versus Performance

    Average Non-CEO Named Executive Officers

  180. Pay Versus Performance

    | Year | Fair Value of Current Year Equity Awards at Year-End | Change in Value of Prior Years’ Awards Unvested at Year-End | Change in Value of Prior Years’ Awards That Vested in the Year | Fair Value of Forfeited Awards at Prior Year-End | Equity Value Included in CAP | | 2025 | $394,698 | $(277,541) | $(122,328) | $(829,319) | $(834,490) | | 2024 | 679,492 | (1,278,180) | (19,593) | (459,873) | (1,078,154) | | 2023 | 2,182,972 | (89,974) | (255,921) | (1,543,681) | 293,396 | | 2022 | 5,228,345 | 3,399,089 | (130,155) | − | 8,497,279 | | 2021 | 5,891,861 | 1,147,507 | 138,972 | − | 7,178,340 |

  181. Pay Versus Performance

    | (4) The Named Executive Officers, other than the CEO, reflected in the Pay Versus Performance table represent the following individuals for each of the years listed below |

  182. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | David M. Duckworth | David M. Duckworth | Heather Dixon | Heather Dixon | Todd S. Young | | Christopher L. Howard | Christopher L. Howard | Brian P. Farley | Brian P. Farley | Brian P. Farley | | John S. Hollinsworth | John S. Hollinsworth | John S. Hollinsworth | Nasser Khan, M.D. | Nasser Khan, M.D. | | Laurence L. Harrod | Laurence L. Harrod | David M. Duckworth | John S. Hollinsworth | Heather Dixon | | | | Laurence L. Harrod | | Timothy Sides |

  183. Pay Versus Performance

    | (5) An investment of $100 is assumed to have been made in our Common Stock as of December 31, 2020. TSR was calculated by multiplying the initial investment of $100 by the quotient of the closing price of our Common Stock on December 31, 2021, 2022, 2023, 2024 and 2025, divided by our closing price on December 31, 2020. |

  184. Pay Versus Performance

    | (6) Reflects the cumulative TSR for the S&P Health Care Services Select Industry Index (the “S&P HC Index”). An investment of $100 is assumed to have been made in the S&P HC Index as of December 31, 2020. Peer Group TSR was calculated by multiplying the initial investment of $100 by the quotient of the closing price of the S&P HC Index on December 31, 2021, 2022, 2023, 2024 and 2025 divided by the closing price on December 31, 2020, with dividends reinvested at the time they are paid. |

  185. Pay Versus Performance

    | (7) Reflects Adjusted EBTIDA for purposes of our compensation plans. Adjusted EBITDA is a non-GAAP financial measure and one of the core long-term metrics we use for purposes of evaluating performance for our compensation program, as further described in the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation − Annual Non-Equity Incentive Compensation.” |

  186. Pay Versus Performance

    Financial Performance Measures As further described in the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation,” the Company’s executive compensation program is heavily weighted to performance-based pay, with a significant emphasis on long-term performance and stockholder value creation. The Company primarily uses two core financial metrics across its long-term and short-term incentive awards: Adjusted EBITDA and revenue. The Company uses Adjusted EBITDA and revenue to determine annual cash incentive awards and used Adjusted EBITDA to determine performance-based equity awards because they are important measures of our performance and the performance of our management, they drive our success and growth and they are key criteria by which management plans and analyzes our business. In addition, the Company uses certain non-financial measures to determine annual cash incentive awards and performance-based equity awards in order to incentivize and align achievement for certain key qualitative metrics. Therefore, the most important financial performance measures (and only financial measures used in current plans/awards) used by the Company to link compensation actually paid to the Company’s Named Executive Officers, for the most recently completed fiscal year, to the Company’s performance are as follows:

  187. Pay Versus Performance

    | • | Adjusted EBITDA |

  188. Pay Versus Performance

    | • | Revenue |

  189. Pay Versus Performance

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the sections entitled “COMPENSATION DISCUSSION AND ANALYSIS” and “EXECUTIVE COMPENSATION,” our executive compensation program reflects a variable pay-for-performance philosophy, with a significant emphasis on long-term performance and stockholder value creation. While we utilize several performance measures to align executive compensation with our performance, all of those measures are not presented in the Pay versus Performance table. Furthermore, while we are required to disclose our net income for each covered fiscal year, it is not a metric currently used in our executive compensation program. We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with rules adopted by the SEC, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Comparison of Compensation Actually Paid and Company TSR The following graph reflects the relationship between our CEO and average non-CEO Named Executive Officer “compensation actually paid” versus our cumulative TSR, assuming an initial fixed investment of $100 on December 31, 2020, for the years ended December 31, 2021, 2022, 2023, 2024 and 2025. Comparison of Compensation Actually Paid and Net Income The following graph reflects the relationship between our CEO and average non-CEO Named Executive Officer “compensation actually paid” and our net income for the years ended December 31, 2021, 2022, 2023, 2024 and 2025. Comparison of Compensation Actually Paid and Adjusted EBITDA The following graph reflects the relationship between our CEO and average non-CEO Named Executive Officer “compensation actually paid” and our Adjusted EBITDA for the years ended December 31, 2021, 2022, 2023, 2024 and 2025. Comparison of Company TSR and Peer Group TSR The following graph reflects the relationship between our TSR and the TSR of the peer group presented for this purpose, the S&P HC Index.

  190. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below sets forth the 2025 compensation earned by or paid to our non-management directors. Mr. Hunter did not, and Ms. Osteen does not, receive any additional compensation for service as a director. Mr. Cancelmi did not join the Board until March 12, 2026 and, therefore, did not receive compensation for 2025.

  191. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Jason R. Bernhard | $101,988 | $159,978 | $261,966 | | E. Perot Bissell | 139,000 | 159,978 | 298,978 | | Michael J. Fucci | 129,500 | 159,978 | 289,478 | | Vicky B. Gregg | 137,000 | 159,978 | 296,978 | | William F. Grieco | 139,486 | 159,978 | 299,464 | | Patrice A. Harris, M.D., M.A. | 99,500 | 159,978 | 259,478 | | R. David Kelly | 111,998 | 159,978 | 271,976 | | Wade D. Miquelon | 129,500 | 159,978 | 289,478 | | Reeve B. Waud | 241,992 | 159,978 | 401,970 |

  192. DIRECTOR COMPENSATION

    __________

  193. DIRECTOR COMPENSATION

    | (1) Includes annual retainers and fees associated with serving on a Board committee. Each of Messrs. Bernhard, Grieco, Kelly and Waud elected to receive shares of our Common Stock in lieu of all or a portion of his annual cash retainer on May 29, 2025. The grant date fair value of such stock awards is computed by multiplying the total number of shares subject to the award by the closing market price of our Common Stock on the date immediately preceding the date of grant ($22.75). |

  194. DIRECTOR COMPENSATION

    | (2) This column reflects the grant date fair value of time-vesting restricted stock units granted to directors calculated in accordance with ASC 718. On May 29, 2025, each non-management director elected or continuing to serve as a member of the Board received an award of 7,032 time-vesting restricted stock units. The grant date fair value of time-vesting restricted stock units is computed by multiplying the total number of shares subject to the award by the closing market price of our Common Stock on the date immediately preceding the date of grant ($22.75). |

  195. DIRECTOR COMPENSATION

    As of December 31, 2025, each of Messrs. Bernhard, Bissell, Fucci, Grieco, Kelly, Miquelon, and Waud, and Ms. Gregg held 9,385 time-vesting restricted stock units. As of December 31, 2025, Dr. Harris held 9,355 time-vesting restricted stock units. Our Board of Directors adopted a compensation plan for non-management directors (the “Directors Plan”), which provides:

  196. DIRECTOR COMPENSATION

    | • | An annual cash retainer of $87,000; |

  197. DIRECTOR COMPENSATION

    | • | An annual cash retainer of $15,000 for each member of the Audit and Risk Committee and $30,000 for the chair of the Audit and Risk Committee; |

  198. DIRECTOR COMPENSATION

    | • | An annual cash retainer of $12,500 for each member of the Compensation Committee and $27,500 for the chair of the Compensation Committee; |

  199. DIRECTOR COMPENSATION

    | • | An annual cash retainer of $10,000 for each member of the Nominating Committee and $22,000 for the chair of the Nominating Committee; |

  200. DIRECTOR COMPENSATION

    | • | An annual cash retainer of $12,500 for each member of the Compliance Committee and $27,500 for the chair of the Compliance Committee; |

  201. DIRECTOR COMPENSATION

    | • | An annual cash retainer of $15,000 for each member of the Finance Committee and $30,000 for the chair of the Finance Committee; |

  202. DIRECTOR COMPENSATION

    | • | An annual cash retainer of $45,000 for the Lead Director (if applicable) and $125,000 for the Chairman of the Board (if held by a non-management director); |

  203. DIRECTOR COMPENSATION

    | • | Additional cash compensation to be approved by the Chairman of the Board and Chairman of the Compensation Committee for each director who, at the discretion of the Chairman of the Board and Chairman of the Compensation Committee, devotes extraordinary time and effort to the Company; |

  204. DIRECTOR COMPENSATION

    | • | An initial grant of time-vesting restricted stock units having a value equal to $160,000; |

  205. DIRECTOR COMPENSATION

    | • | An annual grant of time-vesting restricted stock units having a value equal to $160,000; and |

  206. DIRECTOR COMPENSATION

    | • | An annual director compensation limit of $600,000 earned in a given year, including both cash compensation and equity awards. |

  207. DIRECTOR COMPENSATION

    In addition to the compensation described above, we also reimburse our directors for travel and out-of-pocket expenses in connection with their attendance at meetings of our Board of Directors. Under the Directors Plan, all annual retainers shall be paid on the date of our annual meeting of stockholders (the “Annual Meeting Date”). Each year as of the Annual Meeting Date, each non-management member of our Board who is re-elected or who otherwise continues to be a member of the Board immediately thereafter is automatically granted under the Directors Plan, without further action by us, our Board of Directors, the Compensation Committee or our stockholders, our time-vesting restricted stock units having a value equal to $160,000. The value of the restricted shares shall be based on the closing trading price of our Common Stock on the trading day immediately preceding the Annual Meeting Date. All restricted shares issued to non-management directors shall vest over three years with such shares to vest 33⅓% per year on the three successive anniversary dates of the grant of time-vesting restricted stock units beginning on the first anniversary of the grant date. Each non-management director may elect to have the Company pay all or a portion of his or her cash retainer(s) in shares of our Common Stock in lieu of cash. The number of shares issued shall be determined by dividing the dollar amount of the applicable retainer(s) by the fair market value of a share (based on the closing trading price of our Common Stock on the trading day immediately preceding the Annual Meeting Date), rounded down to the nearest whole share. In no case shall any fractional shares be issued. In lieu of any fractional shares, non-management directors shall be entitled to cash equal to the value of any fractional shares. Shares issued in lieu of cash shall be fully vested and unrestricted shares issued pursuant to the Company’s incentive compensation plan and shall be issued on the Annual Meeting Date or, if the shares cannot be delivered due to a Company blackout period, then the shares will be delivered on the first business day following the end of the blackout period. Any election by a non-management director to receive his or her retainer(s) in shares must be made no later than the expiration of the election period established by the Compensation Committee and can only be made during a period in which the Company is not in a quarterly or special blackout period pursuant to the Company’s insider trading policy and at a time in which the director does not have material, non-public information. Each of our directors is a party to an Indemnification Agreement with the Company pursuant to which we have agreed to indemnify and advance expenses to such director in connection with his or her service as our director, officer or agent to the fullest extent permitted by law and as set forth in each such agreement and, to the extent applicable, to maintain insurance coverage for each such director under our policies of directors’ and officers’ liability insurance.