Brian Poff
Executive Vice President, Chief Financial Officer, Treasurer and Secretary at Addus HomeCare
Executive
About Brian Poff
Brian Poff, age 52, has served as Executive Vice President, Chief Financial Officer, Treasurer and Secretary of Addus HomeCare since May 2016. He holds a B.B.A. in Accounting from Sam Houston State University and has held senior finance roles across behavioral health, home health, hospice, and medical supply companies . In 2024, Addus delivered Adjusted EBITDA of $140.3 million and company TSR of 128.89 (indexed to 2019=100), which underpinned maximum annual and equity incentive outcomes for executives tied to Adjusted EBITDA performance . Company revenues grew to $1.1546 billion in FY2024*, supporting a multi‑year growth narrative during Poff’s tenure.*
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oceans Healthcare, L.L.C. | Chief Financial Officer & Treasurer | Oct 2015 – Apr 2016 | Behavioral health platform finance leadership prior to joining Addus |
| CCS Medical, Inc. | SVP, Chief Accounting Officer & Treasurer | Nov 2011 – Oct 2015 | Scaled finance/treasury in medical supply distribution |
| AccentCare, Inc. | Corporate Controller | Not disclosed | Home health, hospice and personal care financial controls |
| Gentiva Health Services, Inc. | Division CFO – Hospice Services | Not disclosed | Line-of-business CFO in home health/hospice |
| Odyssey HealthCare, Inc. | Assistant Controller | Not disclosed | Hospice services finance; public company reporting |
| Horizon Health Corporation | Controller; then Division CFO post-acquisition by Psychiatric Solutions | Not disclosed | Behavioral health finance leadership through M&A |
External Roles
- No external public company directorships disclosed for Mr. Poff in the 2025 proxy .
Fixed Compensation
Summary Compensation – Brian Poff (NEO)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 468,173 | 488,654 | 505,019 |
| Stock Awards (grant-date fair value) | 660,000 | 650,027 | 1,259,963 |
| Non‑Equity Incentive (annual bonus) | 354,375 | 620,550 | 685,800 |
| All Other Compensation | 20,232 | 20,823 | 21,080 |
| Total | 1,502,780 | 1,780,054 | 2,471,862 |
Performance Compensation
Annual Cash Incentive Mechanics (2024)
| Item | Poff |
|---|---|
| Base salary used for plan | $508,000 |
| Metric | Adjusted EBITDA (company-level) |
| Threshold payout | 45% of base salary at 90% of target |
| Target payout | 90% of base salary at 100% of target |
| Maximum payout | 135% of base salary at 110% of target |
| Actual company performance | 112% of Adjusted EBITDA target |
| Actual payout earned | 135% of base salary = $685,800 |
Performance‑Based Equity (2024 performance; granted Feb 21, 2025)
| Item | Details |
|---|---|
| Plan metric | Adjusted EBITDA (same as cash plan) |
| Target equity value | $1,000,000 for Poff |
| Payout curve | 50% at 90% of target; 150% at 110% of target; linear in between |
| Company result | 112% of target → 150% of target value |
| Share conversion | 13,732 restricted shares granted (closing price on Feb 21, 2025) |
| Vesting | 1/3 annually on Feb 21 of 2026, 2027, 2028 |
| 2025 target reset | FY2025 target equity value set to $1,100,000 for Poff |
Other 2024 Equity Grants (annual award cadence)
| Grant date | Type | Shares | Grant‑date fair value |
|---|---|---|---|
| Feb 23, 2024 | Restricted stock | 14,141 | $1,259,963 |
Stock Vested in 2024 (realization)
| Type | Shares vested | Value realized |
|---|---|---|
| Stock awards | 11,653 | $1,038,282 |
The company did not grant options in 2024; equity awards are made primarily as restricted stock with set grant dates and no timing around MNPI; compensation recoupment policy adopted Nov 24, 2023 to comply with Nasdaq’s clawback rules .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of Apr 23, 2025 unless noted)
| Category | Detail |
|---|---|
| Beneficial ownership | 93,380 shares; less than 1% of outstanding (18,399,139 shares) |
| Unvested restricted stock (12/31/2024) | 24,705 shares; $3,096,772 at $125.35/share |
| Options – exercisable | 6,161 @ $37.25 expiring 03/02/2028 |
| Options – exercisable | 22,500 @ $37.25 expiring 03/02/2028 |
| 2024 stock vesting | 11,653 shares vested; $1,038,282 realized value |
| Hedging/pledging | Prohibited: no hedging, options/derivatives, short sales, margin, or pledging of Company stock |
Implications: Scheduled RS vesting on Feb 21, 2026/2027/2028 from the 2025 grant and standard annual awards may create periodic selling pressure around vest dates; options are deep in‑the‑money versus the $37.25 strike, expiring in 2028, but exercises were not reported in 2024 for Poff .
Employment Terms
| Topic | Key terms |
|---|---|
| Current role start | EVP & CFO since May 10, 2016 |
| Employment agreement | Amended & restated Nov 5, 2018; initial 4‑year term from hire, auto‑renews for successive 1‑year terms unless 30‑day non‑renewal notice |
| Salary per agreement | $375,000 at agreement effective date; subject to upward review by Compensation Committee |
| Annual bonus per agreement | Up to 75% of base at target; determined by Company objectives |
| 2024/2025 program design | Annual cash and equity incentives solely tied to Adjusted EBITDA with symmetrical 50%–150% payout banding |
| Severance (no CIC) | 12 months of base cash compensation (highest base salary), plus after‑tax Company COBRA share for 12 months; pro rata bonus for partial period |
| Severance (with CIC) | 24 months of annual cash compensation (highest base salary + greater of prior‑year bonus or target bonus annualized), payable over 12 months; pro rata bonus; after‑tax Company COBRA share for 24 months |
| Equity treatment (CIC/death/disability) | Immediate vesting of unvested options and restricted stock upon CIC (if employed at CIC), death or disability |
| Post‑termination option exercise windows | Generally 3 months post‑termination; 6 months on retirement; 12 months on death/disability |
| Clawback | Compensation recoupment policy adopted Nov 24, 2023, filed as Exhibit 97.1 to 2024 10‑K |
| Special retention grant (Mar 10, 2025) | 31,750 restricted shares; 3‑year cliff vest on Mar 10, 2028; immediate vest upon CIC, death/disability, termination without cause, or good reason resignation |
Potential Cash and Equity Payouts (scenario analysis as of 12/31/2024)
| Scenario | Severance | COBRA (after‑tax) | Equity acceleration | Total |
|---|---|---|---|---|
| Termination without cause / Good Reason | $2,193,800 | $16,865 | — | $2,210,665 |
| Same, in connection with CIC | $3,930,400 | $33,730 | $3,096,772 | $7,060,902 |
| Death or Disability | — | — | $3,096,772 | $3,096,772 |
Performance & Track Record (Company context during Poff’s tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($, millions) | 764.8* | 864.5* | 951.1* | 1,058.7* | 1,154.6* |
| Adjusted EBITDA ($, thousands) | 76,907 | 97,661 | 101,480 | 121,020 | 140,290 |
| Addus TSR (2019=100) | 120.44 | 96.19 | 102.32 | 95.48 | 128.89 |
*Values retrieved from S&P Global.
Compensation Structure Analysis
- Pay‑for‑performance alignment: Annual cash and equity incentives were 100% tied to Adjusted EBITDA in 2024, with maximum 150% payout achieved on 112% of target performance, reflecting formulaic alignment with operating results .
- Shift toward time‑vested RS: Company granted no stock options in 2024 and delivered equity via restricted stock with set grant cadences, increasing certainty of value and retention characteristics .
- Retention economics increased: March 2025 special retention grant (31,750 shares) adds three‑year cliff exposure and single‑trigger acceleration on CIC, a potential overhang in change‑of‑control scenarios .
- Governance safeguards: Robust anti‑hedging and anti‑pledging, insider trading policy, and clawback adoption in 2023 consistent with best practices .
Investment Implications
- Incentive levers: Poff’s pay is tightly geared to company Adjusted EBITDA, which supports transparency and alignment; sustained EBITDA expansion (to $140.3M in 2024) drove maximum incentive outcomes and signals a management team focused on profitable growth .
- Retention vs. dilution: The 2025 special retention grant creates a clear three‑year retention hook but also introduces single‑trigger acceleration risk in an M&A context; monitor share overhang and potential incremental grants through 2028 .
- Trading/flow signals: Concentrated vesting dates (Feb 21 in 2026–2028) and the 3‑year cliff (Mar 10, 2028) may create episodic supply; 2024 vesting was 11,653 shares for Poff, illustrating realized equity value and potential liquidity windows .
- Downside protection: Severance and CIC protections for Poff are meaningful (up to ~$7.06M including equity acceleration under CIC‑related termination as of 12/31/2024), reducing personal downside risk and possibly lowering the marginal disincentive to strategic transactions .
- Alignment posture: Prohibitions on hedging/pledging and presence of clawback lessen governance red flags; absence of tax gross‑ups on CIC payments is shareholder‑friendly .