Dirk Allison
About Dirk Allison
R. Dirk Allison, age 69, is Chief Executive Officer and Chairman of the Board of Addus HomeCare, serving as President & CEO from January 2016 to March 2021 and as CEO & Chairman since March 2021; he has been a director since 2010 . He holds a B.B.A. from the University of Louisiana at Monroe, an MBA from the University of Dallas, and is a CPA, with extensive multi-site healthcare leadership and reimbursement expertise . Under his leadership, Addus delivered 2024 total shareholder return of 128.89% versus a peer group at 35.49%, with net income of $73.6M and Adjusted EBITDA of $140.3M; TSR over 2020–2024 moved from 120.44 to 128.89 while Adjusted EBITDA rose from $76.9M to $140.3M . Allison beneficially owns 340,380 shares (1.8% of outstanding), including 173,919 options currently exercisable and 126,851 unvested restricted shares with vesting culminating on March 10, 2028, aligning him with shareholders while company policy prohibits pledging, hedging, and margin accounts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Addus HomeCare | President & CEO; CEO & Chairman | 2016–Mar 2021; Mar 2021–present | Led strategy and execution, combined Chair/CEO role with Lead Director oversight . |
| Correctional Healthcare Companies, Inc. | President & CEO | 2013–2014 | Turnaround/operator of correctional healthcare services . |
| CCS Medical, Inc. | President & CEO | 2011–2013 | Led diabetic supplies provider; prior CFO roles in similar sector . |
| Odyssey Healthcare, Inc. (Nasdaq: ODSY) | SVP, CFO & Treasurer | c. 2006 onward | Hospice services finance leadership . |
| Omniflight, Inc. | EVP & CFO | Prior to 2006 | Aviation support services to healthcare . |
| Ardent Health Services LLC | EVP & CFO | ~3.5 years | Acute and behavioral hospitals finance leadership . |
| Renal Care Group, Inc. (NYSE: RCI) | EVP, CFO & Treasurer | ~4 years | Dialysis operator finance and treasury leadership . |
| Multiple healthcare companies | CEO | 1987–1999 | CEO roles across physician practice management and institutional pharmacy providers . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Mentor Holdings, Inc. (Civitas Solutions) | Director | Apr 2019–Jan 2022 | Home and community-based services provider . |
| Curo Health Services, LLC | Director | 2013–2015 | Hospice care provider . |
Board Governance
- Director since 2010; CEO & Chairman since March 2021; the Board determined all directors except Allison are independent under Nasdaq rules, reflecting his management role .
- Combined CEO/Chair structure is intentionally offset by a Lead Director (Mark L. First) who presides over executive sessions and co-sets agendas; Board met nine times in 2024 and all directors attended at least 75% of meetings .
- Committee roles: Allison serves on the Government Affairs Committee (members: Allison, Gordon, Hill‑Milbourne; chair: Gordon), while Audit, Compensation, and Nominating committees are comprised solely of independent directors .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 890,385 | 940,385 | 974,231 |
- New employment agreement effective March 10, 2025 set base salary at $1,100,000 with annual upward review; eligible for stock-based and cash-based compensation targets up to 150% of base salary at the Compensation Committee’s discretion based on annual performance targets .
Performance Compensation
| Component | Metric | Weighting | Threshold Goal | Target Goal | Max Goal | Actual Performance | Payout vs Target | Vesting |
|---|---|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Adjusted EBITDA | 100% | $115,569k | $128,410k | $141,252k | $143,293k (incl. $3,004k NY retro) | 150% of base salary target | Paid in cash; Allison earned $1,470,000 . |
| Performance Equity (2024 grants in Feb 2025) | Adjusted EBITDA | 100% | 50% payout at 90% of target | 100% payout at target | 150% payout at 110% of target | 112% of target | 150% of target value ($2.5M target) | Granted as restricted stock; 34,331 shares vest in equal tranches on Feb 21, 2026, 2027, 2028 . |
| Special Retention Equity (Mar 10, 2025) | Retention | N/A | N/A | N/A | N/A | N/A | N/A | 63,500 restricted shares; cliff vest Mar 10, 2028; accelerates upon change in control, disability/death, and specified terminations (50% on termination without cause as CEO) . |
- 2025 program retains sole EBITDA metric for cash and equity with thresholds at 90% and maxima at 110% of target; Allison’s targets: 100% of salary for cash; $2,750,000 equity target value .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 340,380 shares; 1.8% of outstanding (18,399,139 shares) . |
| Options (exercisable within 60 days of Apr 23, 2025) | 173,919 shares . |
| Unvested Restricted Stock | 126,851 shares; vest dates various, full vest Mar 10, 2028 . |
| Upcoming Vesting | 34,331 RS vesting on Feb 21, 2026/2027/2028 ; 63,500 RS cliff vest Mar 10, 2028 . |
| Insider Activity (2024) | Exercised 12,500 options; realized $1,290,500; 19,621 shares vested; realized $1,748,231 . |
| Anti-Hedging/Pledging | Policy prohibits hedging, options/derivatives, short sales, margin accounts, and pledging stock . |
Options Outstanding (12/31/2024)
| Exercisable Options | Strike ($) | Expiration |
|---|---|---|
| 75,000 | 19.71 | 01/21/2026 |
| 24,961 | 34.05 | 03/03/2027 |
| 23,958 | 37.25 | 03/02/2028 |
| 75,000 | 37.25 | 03/02/2028 |
| Unvested RS (shares) | Market Value @ $125.35 on 12/31/2024 | |
| 55,629 | $6,973,095 |
Employment Terms
| Term | Details |
|---|---|
| Agreement | Amended and restated effective Mar 10, 2025; 3-year term with auto-renewals for successive 1-year terms unless 180 days’ notice . |
| Base Salary | $1,100,000; annual upward review . |
| Incentive Eligibility | Discretionary stock- and cash-based targets up to 150% of base salary subject to annual performance target attainment . |
| Severance (Non‑CIC) | If terminated without Reasonable Cause or resigns for Good Reason: 24 months of base salary (paid in installments), pro‑rata current period bonus, payable earned prior-period bonus, and up to 2 years of COBRA premiums (after-tax) contingent on covenants . |
| Severance (CIC Double‑Trigger Window) | If terminated without Reasonable Cause or resigns for Good Reason within 6 months before or 1 year after a CIC: 36 months of annual cash compensation (base + greater of prior year’s bonus or current target) paid over 24 months, payable earned prior-period bonus, and 36 months of COBRA premiums (after-tax) . |
| Equity Acceleration | Unvested options/RS vest immediately upon Change in Control (if employed at CIC), death, or Disability; special retention grant also accelerates under specified circumstances (50% on termination without cause as CEO) . |
| Restrictive Covenants | Non-compete within 50 miles, non-solicitation of customers and employees, confidentiality, and non-disparagement; for Allison, covenants last 2 years (or 3 years upon CIC) . |
| Clawback | Dodd-Frank compliant compensation recoupment policy adopted Nov 24, 2023; filed as Exhibit 97.1 to 2024 Form 10-K . |
| No Tax Gross‑Ups | No CIC excise tax gross-ups . |
Performance & Track Record (Investor-relevant)
| Year | Addus TSR (Base=100 at 12/31/2019) | Peer Group TSR | Net Income ($000) | Adjusted EBITDA ($000) |
|---|---|---|---|---|
| 2020 | 120.44 | 29.23 | 33,133 | 76,907 |
| 2021 | 96.19 | 37.29 | 45,126 | 97,661 |
| 2022 | 102.32 | 37.60 | 46,025 | 101,480 |
| 2023 | 95.48 | 37.64 | 62,516 | 121,020 |
| 2024 | 128.89 | 35.49 | 73,598 | 140,290 |
- 2024 incentive design used Adjusted EBITDA exclusively; committee adjusted goals for acquisitions and New York divestiture and included retroactive NY rate increases in the performance measure for payout alignment .
- 2024 Say‑on‑Pay received an overwhelming majority approval, leading to continuity in compensation design; frequency vote supports annual advisory votes .
Compensation Committee Analysis
- Committee members: Mark L. First (Chair), Jean Rush, Susan T. Weaver, M.D., FACP; met one time in 2024 .
- Independent consultant FW Cook supported 2025 benchmarking and plan design; committee deemed no conflicts; peer group includes Amedisys, Aveanna, Chemed, Enhabit, ModivCare, NHC, Option Care, Pediatrix, RadNet, Select Medical, Ensign, Pennant, U.S. Physical Therapy; peer medians used as reference, not determinative .
Related Party Transactions
- 2024 master services agreement with Metasource, LLC (affiliate of Eos Management, where Lead Director Mark First is Managing Director); Company paid ~$20,000; Audit Committee approved; terms deemed market-based .
Risk Indicators & Red Flags
- Combined CEO/Chair role mitigated by Lead Director and independent committees; governance rationale reviewed regularly .
- Equity awards feature single‑trigger acceleration upon CIC while employed, which can be investor-sensitive, though severance cash requires a double trigger in a defined CIC window .
- Material special retention grants in 2025 to CEO and CFO suggest proactive retention management amid COO planned retirement by March 10, 2026, reducing transition risk but creating potential 2028 vesting-related selling pressure .
- Strong anti‑hedging/pledging policy; no CIC tax gross‑ups; clawback policy adopted in compliance with Nasdaq/Dodd‑Frank .
Equity Ownership & Vesting Calendar (Trading Signal Considerations)
- RS vesting dates: Feb 21, 2026/2027/2028 (34,331 shares total) and Mar 10, 2028 (63,500 special grant) may create sell windows; options expiring 2026–2028 could drive exercises and associated sales near expiration .
- 2024 exercises and vestings realized significant value, indicating active utilization of awards; monitor Form 4 filings around the annual vesting cadence .
Employment Terms Summary (Severance & CIC Economics)
- Severance multiple: 2x base salary over 24 months plus health benefits (non‑CIC), and 3x annual cash comp over 24 months plus 36 months health benefits within CIC window; equity accelerates at CIC, death, or disability .
- Covenants: non‑compete within 50 miles, non‑solicit, confidentiality, non‑disparagement; longer covenant periods post‑CIC for Allison .
Investment Implications
- Pay for performance alignment is tight: 100% EBITDA-based cash and equity with clear thresholds and linear payouts; 2024 overachievement produced max payouts and sizable RS awards, tying future value to multi-year vesting .
- Retention is a near-term focus: 2025 special retention grants to CEO and CFO plus Allison’s extended contract reduce leadership transition risk during the COO’s planned retirement, but create concentrated vesting in 2028 that could pressure stock near vest dates; equity acceleration at CIC is a governance watchpoint for M&A scenarios .
- Governance structure balances a combined CEO/Chair with a strong Lead Director and independent committees; anti‑hedging/pledging and clawback policies strengthen alignment and risk control; related-party spend is de minimis with Audit oversight .
- Ownership at 1.8% and long-dated options provide skin-in-the-game; monitor insider Forms 4 around February and March vesting cycles and any 10b5‑1 plan disclosures for selling pressure signals .