Darby Anderson
About Darby Anderson
Darby Anderson, age 59, is Executive Vice President and Chief Government Relations Officer at Addus HomeCare, serving in this role since April 2022 after prior leadership posts in strategy and corporate development; he joined Addus in 1996 and holds a B.A. from Michigan State University . His annual incentives and performance-based equity are tied solely to Adjusted EBITDA, with 2024 outcomes at 112% of target leading to maximum cash and equity payouts; the company’s pay-versus-performance framework highlights Adjusted EBITDA and shareholder return as the primary alignment metrics . The company’s insider trading policy prohibits hedging, pledging, margin accounts, short sales, and unauthorised standing orders, supporting ownership alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Addus HomeCare Corporation | EVP & Chief Government Relations Officer | Apr 2022 – present | Leads government relations impacting reimbursement and regulatory positioning |
| Addus HomeCare Corporation | EVP & Chief Strategy Officer | Nov 2019 – Mar 2022 | Directed corporate strategy and long-term planning |
| Addus HomeCare Corporation | EVP & Chief Development Officer | 2014 – Nov 2019 | Led corporate development and growth initiatives |
| Addus HealthCare | Senior Vice President | 2013 – 2014 | Oversaw operational leadership in home and community services |
| Addus HealthCare | Regional Manager; Regional VP (Midwest/East); VP Home & Community Services | 1996 – 2013 | Progressive field and operational leadership roles |
External Roles
No external public company board roles disclosed in the 2024/2025 DEF 14A filings for Mr. Anderson .
Fixed Compensation
Multi-year cash compensation history (as reported in Summary Compensation Tables):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 373,885 | 387,308 | 399,692 |
| Non-Equity Incentive Plan Compensation ($) | 282,000 | 409,500 | 452,250 |
| All Other Compensation ($) | 30,363 | 29,962 | 31,055 |
Bonus targets and actuals (percentage of base salary):
| Metric | 2023 | 2024 | 2025 (Target) |
|---|---|---|---|
| Target Bonus (% of Base Salary) | 75% | 75% | 75% |
| Actual Earned (% of Base Salary) | 105% | 112.5% | — |
2024 “All Other Compensation” components for Mr. Anderson: life insurance $13,015; company health/dental/vision contributions $16,840; cell phone allowance reimbursement $1,200; total $31,055 .
Performance Compensation
Performance-based cash and equity structure is entirely tied to Adjusted EBITDA, with calibrated thresholds and caps:
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Adjusted EBITDA | 100% | 75% of salary target; 50% payout at 90% of EBITDA target; max 150% at 110% | Company achieved 112% of target | 150% of target award; Mr. Anderson earned 112.5% of base salary | Cash (paid Mar 5, 2025) |
| Performance-Based Equity (granted Feb 21, 2025 for 2024 performance) | Adjusted EBITDA | 100% | Fixed dollar target $375,000 | 112% achieved; max 150% payout | Converted to 5,150 restricted shares | Vests over three years on Feb 21, 2026/2027/2028 |
Additional equity grants and awards:
- 2024 annual grant: 5,657 restricted shares granted on Feb 23, 2024; grant-date fair value $504,039 .
- Company disclosed it did not make any option grants in 2024 (options available under A&R 2017 Plan, but none granted that year) .
Option exercises and stock vesting history:
| Metric | 2023 | 2024 |
|---|---|---|
| Options Exercised (# / $ value realized) | 12,698 / $806,181 | — / — |
| Stock Awards Vested (# / $ value realized) | 3,736 / $396,858 | 3,693 / $329,046 |
Equity Ownership & Alignment
Beneficial ownership and unvested equity:
| Metric | Value |
|---|---|
| Beneficial Ownership (shares), as of Apr 23, 2025 | 87,045; less than 1% of outstanding |
| Unvested Restricted Stock (shares) as of Dec 31, 2024 | 9,709 shares; market value $1,217,023 at $125.35/share |
| Insider Trading Policy | Prohibits hedging, pledging, margin accounts, short sales, and unauthorised standing orders |
Outstanding options as of Dec 31, 2024:
| Exercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|
| 20,000 | 22.70 | 03/01/2026 |
| 6,740 | 34.05 | 03/03/2027 |
| 6,161 | 37.25 | 03/02/2028 |
| 10,000 | 37.25 | 03/02/2028 |
Note: Company common stock closed at $125.35 on Dec 31, 2024 (used by the proxy to value unvested restricted shares), indicating these option tranches were in-the-money at year-end .
Employment Terms
Key employment agreement terms and severance/CoC economics:
| Term | Detail |
|---|---|
| Agreement | Amended & Restated employment agreement effective Nov 5, 2018; initial term four years from Aug 27, 2007 start; auto-renews for successive one-year terms unless 30 days’ notice |
| Salary/Bonus in Agreement | Base salary $325,000 (subject to annual review); annual bonus up to 75% of base salary, performance vs Company/individual objectives |
| Benefits | Participation in standard plans; life insurance policy up to 5x salary, Company not required to pay >3% of salary for premiums |
| Restrictive Covenants | Non-compete within 50 miles of any Company location; non-solicit (customers, employees, referral sources, suppliers, vendors); nondisparagement; confidentiality; covenants apply for 1 year post-termination, or 2 years upon Change in Control for non-CEO NEOs |
| Post-termination Option Exercise | Generally 3 months post-termination; 6 months upon Retirement; 12 months upon death or Disability; forfeiture upon termination for Cause |
| Clawback (Recoupment) | Compensation recovery policy adopted Nov 24, 2023; filed as Exhibit 97.1 to 2024 Form 10-K |
| Tax Gross-ups | No tax gross-ups for change-in-control payments |
| Pension/Deferred Comp | No participation in defined benefit pension or nonqualified deferred compensation plans |
Potential payments upon termination (assuming termination on Dec 31, 2024):
| Scenario | Severance ($) | Extension of Benefits ($) | Accelerated Equity Vesting ($) | Total ($) |
|---|---|---|---|---|
| Without Reasonable Cause or for Good Reason | 1,229,250 | 16,840 | — | 1,246,090 |
| Without Reasonable Cause or Good Reason in Connection with Change in Control | 2,157,000 | 33,680 | 1,217,023 | 3,407,703 |
| Disability | — | — | 1,217,023 | 1,217,023 |
| Death | — | — | 1,217,023 | 1,217,023 |
Change-in-control severance enhancements for non-CEO NEOs (structure/multiples):
- 24 months of annual cash compensation (highest base salary + greater of prior year’s bonus or current-year target bonus), payable in equal installments for 12 months post-termination; pro rata bonus; after-tax cash equal to Company’s share of 24 months of COBRA premiums, payable in equal installments for one year .
- Equity awards: immediate vesting upon Change in Control if actively employed, or upon death/Disability .
Investment Implications
- Pay-for-performance alignment is tight: cash and equity awards are 100% tied to Adjusted EBITDA with a steep payout curve (50% at 90% of target; 150% at 110%), and 2024 outperformance at 112% drove maximum payouts; for 2025, this single metric remains in place, signaling strong linkage to operational profitability rather than TSR or revenue growth .
- Near-term selling pressure is modest: Anderson had no option exercises in 2024 and limited stock vesting (3,693 shares), while performance RSUs granted in 2025 vest across 2026–2028, staging future supply; the company prohibits hedging/pledging, mitigating alignment risk .
- Retention risk appears contained: auto-renewing employment agreement, meaningful severance protections (24-month cash multiple upon CoC), and robust restrictive covenants (non-compete/non-solicit) support continuity; equity accelerates on CoC, which is shareholder-sensitive but can incentivize management stability through potential transactions .
- Ownership alignment: 87,045 shares beneficially owned (<1%); 9,709 unvested restricted shares valued at $1.217M at year-end; outstanding options are all deeply in-the-money vs the $125.35 year-end price, enhancing long-term alignment and potential future exercises tied to liquidity windows .
- Governance safeguards: Dodd-Frank clawback implemented (Nov 2023), and explicit bans on hedging/pledging reduce headline risk; no tax gross-ups on CoC payments, which is shareholder-friendly .