Bradley Bickham
About Bradley Bickham
W. Bradley “Brad” Bickham, age 62, is President and Chief Operating Officer of Addus HomeCare (ADUS). He has served as COO since January 2017 and as President and COO since March 2021; he intends to retire effective March 10, 2026. He holds a B.S. in Accounting from Louisiana State University at Shreveport and a law degree from Louisiana State University. The company used Adjusted EBITDA as the sole performance metric for executive cash and equity incentives; ADUS achieved 108% of target in 2023 and 112% in 2024, resulting in above-target and maximum payouts, respectively.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| United Surgical Partners International | Senior Vice President & Chief Legal Officer | 2014–2017 | Senior leadership at ambulatory surgery provider; legal and operational oversight |
| Correctional Healthcare Companies, Inc. | Executive Vice President & Chief Legal Officer | 2013–2014 | Senior legal leadership at correctional healthcare provider |
| CCS Medical, Inc. | Executive Vice President & Chief Legal Officer | 2012–2013 | Senior legal leadership at medical supplies provider |
| Odyssey HealthCare, Inc. (Nasdaq: ODSY) | Vice President; later Senior Vice President & General Counsel | 2003–2010 | General counsel through company’s acquisition by Gentiva Health Services in 2010 |
External Roles
No public-company directorships or external board roles were disclosed for Mr. Bickham in the proxy biography.
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 520,192 | 545,192 | 563,731 |
| Stock Awards ($) | 770,011 | 750,015 | 1,329,996 |
| Non-Equity Incentive Plan Compensation ($) | 393,750 | 693,000 | 765,450 |
| All Other Compensation ($) | 28,528 | 32,682 | 33,000 |
| Total ($) | 1,712,481 | 2,020,889 | 2,692,177 |
Additional fixed terms from employment agreement:
- Original agreement effective Nov 5, 2018; initial one-year term from Jan 16, 2017 start date, auto-renews annually unless 30 days’ notice. Base salary initially $390,000, subject to annual review; target annual bonus up to 75% of salary (contract baseline). Includes life insurance (up to 5x salary, company pays max 3% of salary).
2024 perquisites (included in “All Other Compensation”):
- Life insurance premium: $16,375; Company-paid health/dental/vision (“Personal Benefit”): $15,425; Cell phone allowance reimbursement: $1,200; total $33,000.
Performance Compensation
Annual Cash Incentive (2024 plan)
- Metric: Adjusted EBITDA; threshold 90% of target (50% payout), target 100%, maximum 110% of target (150% payout).
- 2024 outcome: Company achieved 112% of Adjusted EBITDA target; Bickham earned 135% of base salary.
| Item | Value |
|---|---|
| Base Salary used (2024) | $567,000 |
| Target % of Base Salary | 90% |
| Threshold / Target / Max Payout (% of Base) | 45% / 90% / 135% |
| Actual Payout (% of Base) | 135% |
| Actual Payout ($) | $765,450 |
Performance-Based Equity
- Design: Sole metric is Adjusted EBITDA; threshold 90% pays 50% of target; 110% pays 150% of target (linear interpolation).
- Grants convert fixed-dollar targets into restricted stock based on the closing price on grant date; vest ratably over 3 years.
| Performance Year | Grant Date | Target $ | Achieved % of Target | Shares Granted (#) | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 2023 | Feb 23, 2024 | 950,000 | 140% (Company achieved 108% of Adjusted EBITDA target) | 14,927 | 1/3 each on Feb 23, 2025, 2026, 2027 | 1,329,996 |
| 2024 | Feb 21, 2025 | 1,050,000 | 150% (Company achieved 112% of Adjusted EBITDA target) | 14,419 | 1/3 each on Feb 21, 2026, 2027, 2028 | — (not disclosed in proxy) |
Equity mix shift: ADUS made no option grants in 2024; equity awards were restricted stock, aligning with a shift from options to RS.
Recent Vesting/Realization
- 2024: 12,643 shares vested for Bickham; value realized $1,126,491 (based on vesting date closing prices). No option exercises by Bickham in 2024.
Equity Ownership & Alignment
- Beneficial ownership as of April 23, 2025: 87,666 shares; less than 1% of 18,399,139 shares outstanding.
- Outstanding equity as of Dec 31, 2024:
| Category | Detail |
|---|---|
| Options (Exercisable) | 5,000 @ $34.55 exp. 01/16/2027; 6,161 @ $37.25 exp. 03/02/2028; 25,000 @ $37.25 exp. 03/02/2028 (total 36,161) |
| Options (Unexercisable) | None listed |
| Unvested Restricted Stock | 26,649 shares; market value $3,340,452 at $125.35 on 12/31/2024 |
| Anti-hedging/Anti-pledging | Hedging, short sales, holding on margin, and pledging company stock are prohibited by policy. |
Stock ownership guidelines (multiple of salary): not disclosed in the cited sections; anti-pledging significantly reduces collateral/leverage risks.
Employment Terms
- Agreement: Amended and restated effective Nov 5, 2018; initial one-year term from Jan 16, 2017 start; auto-renews for successive one-year terms unless 30 days’ notice.
- Target bonus per agreement: up to 75% of base salary (contract baseline; actual program target for 2024 was 90%).
- Covenants: Non-compete, non-solicit, confidentiality, and non-disparagement covenants apply; no tax gross-ups on CIC payments.
- Post-termination option exercise: Generally 3 months post-termination; 6 months upon retirement; 12 months upon death or disability (for vested options).
- Retention and Transition Agreement (Mar 10, 2025): In consideration of continued employment through Mar 10, 2026 (his planned retirement date), all then-unvested restricted shares granted on Feb 24, 2023; Feb 23, 2024; and Feb 21, 2025 will vest in full on Mar 10, 2026.
Potential payments upon termination (assuming termination on Dec 31, 2024):
| Scenario | Severance ($) | COBRA/Benefits Extension ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Without Reasonable Cause or for Good Reason | 2,382,450 | 15,425 | — | 2,397,875 |
| Without Reasonable Cause/Good Reason in connection with a Change in Control | 4,254,600 | 30,850 | 3,340,452 | 7,625,902 |
| Disability | — | — | 3,340,452 | 3,340,452 |
| Death | — | — | 3,340,452 | 3,340,452 |
Change-in-control economics (policy terms):
- Other NEOs (includes Bickham): If terminated without Reasonable Cause or resign for Good Reason within 6 months prior to or 1 year after a CIC, receive 24 months of annual cash compensation (base salary + greater of prior year bonus or current target) payable in installments, pro rata bonus, and after-tax cash equal to the company’s share of 24 months of COBRA premiums. Unvested options/RS vest immediately upon CIC if employed at CIC (single-trigger equity acceleration).
Compensation Structure Analysis
- Year-over-year mix: From 2023 to 2024, Bickham’s stock awards increased from $750,015 to $1,329,996 (+77%), while cash bonus rose from $693,000 to $765,450 (+10%), indicating a greater equity weighting in 2024.
- Metric concentration: Both cash and equity incentives are 100% tied to Adjusted EBITDA, increasing focus but concentrating risk in a single financial metric.
- Equity vehicle shift: Company granted no options in 2024; awards delivered as time-vested restricted stock, lowering risk versus options and improving retention through time-based vesting.
- Clawback: Dodd-Frank compliant compensation recoupment policy adopted Nov 24, 2023; supports pay-for-performance and risk mitigation.
Risk Indicators & Red Flags
- Single-trigger equity vesting upon CIC while employed (accelerates all unvested awards) can be shareholder-unfriendly versus double-trigger; however, severance cash requires termination in connection with a CIC (double-trigger).
- Hedging and pledging are prohibited, reducing misalignment and forced-sale risk from margin calls or collateralized borrowing.
- No tax gross-ups on CIC payments; pension and nonqualified deferred comp plans are not used.
Equity Vesting and Selling Pressure Considerations
- Scheduled time-based vests: For 2023 performance grant (issued Feb 23, 2024), tranches vest on Feb 23, 2025/2026/2027; for 2024 performance grant (issued Feb 21, 2025), tranches vest on Feb 21, 2026/2027/2028.
- Retention & Transition Agreement: Full vest of all then-unvested restricted shares on Mar 10, 2026 (retirement date) may create incremental share supply; monitor 10b5‑1 plans and Form 4 filings into that date.
Equity Ownership Snapshot
| Item | Value |
|---|---|
| Beneficially owned shares (Apr 23, 2025) | 87,666; <1% of outstanding shares (18,399,139) |
| Options outstanding (exercisable) | 36,161 total; strike prices $34.55–$37.25; expirations 2027–2028 |
| Unvested RS value (Dec 31, 2024) | 26,649 shares, $3,340,452 at $125.35/share |
| Hedging/pledging | Prohibited by policy |
Employment Terms – Key Definitions
- Good Reason (other NEOs): includes salary reduction, material duty reduction, material breach (subject to cure), change in reporting to someone other than CEO/Board, relocation >50 miles from Frisco, TX (50 miles from Downers Grove, IL for Mr. Anderson).
- “Reasonable Cause” includes material breaches, willful damaging actions, fiduciary breaches, fraud or felonies, gross negligence/misconduct, gross insubordination, or failure to perform after notice.
Investment Implications
- Alignment: High proportion of at-risk pay tied to Adjusted EBITDA, above-target achievement two years running, and a Dodd-Frank-compliant clawback indicate a generally shareholder-aligned pay program.
- Retention/transition risk: The Retention & Transition Agreement sets a clear retirement date (Mar 10, 2026) and full vest on that date; succession planning and potential operational transition risk should be monitored.
- Supply overhang: Multiple scheduled vesting dates in 2026 plus full-vest at retirement may increase insider share supply; monitor trading plans and SEC filings near those dates.
- Governance balance: Cash severance is double-trigger in CIC, but equity accelerates on single-trigger at CIC while employed—watch for potential windfall optics in strategic scenarios.