Heather Dixon
About Heather Dixon
Heather Dixon is an independent director of Addus HomeCare (ADUS) and a member of the Audit Committee (Audit Committee members: Michael Earley [Chair], Heather Dixon, Darin J. Gordon, Jean Rush). She is currently Chief Financial Officer of Acadia Healthcare and formerly served as CFO of Everside Health, SVP Global Controller/Chief Accounting Officer at Walgreens Boots Alliance (2019–2021), and Chief Accounting Officer at Aetna (2016–2019). She holds a BBA in Accounting from Southern Methodist University and is a CPA .
Addus performance context during her board tenure: 2024 Net Income $73.6M and Adjusted EBITDA $140.3M, with company TSR index value rising to 128.89 in 2024 (vs. 95.48 in 2023) .
Company performance context (for alignment)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income ($MM) | 62.5 | 73.6 |
| Adjusted EBITDA ($MM) | 121.0 | 140.3 |
| Addus TSR Index (base=100 at 12/31/2019) | 95.48 | 128.89 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Acadia Healthcare | Chief Financial Officer | Current | Financial leadership at largest stand‑alone behavioral healthcare company |
| Walgreens Boots Alliance | SVP Global Controller & Chief Accounting Officer | 2019–2021 | Led global accounting at Fortune 20 integrated healthcare/pharmacy/retail company |
| Aetna | Chief Accounting Officer | 2016–2019 | Led accounting at major managed care company |
| Everside Health | Chief Financial Officer | — | CFO for one of largest direct primary care providers |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Signify Health | Independent Director; Audit Committee Chair | 2021–Mar 2023 | Oversight of audit/controls through acquisition exit |
| Addus HomeCare | Director (Class II; term expires 2026) | Since Mar 2023 | Audit Committee member; financial expertise on board |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard independent director retainer |
| Committee chair fees | $0 | Not a chair (Audit chair is Earley) |
| Lead Director premium | $0 | Not applicable |
Performance Compensation (Director equity)
| Grant | Grant value | Shares | Vesting | Notes |
|---|---|---|---|---|
| 2024 annual RS | ~$120,000 | 1,013 unvested as of 12/31/24 | Vest in full on Jun 12, 2025 | Standard post‑meeting grant to independent directors |
Equity Ownership & Alignment
| Item | Amount/Status | Detail |
|---|---|---|
| Beneficial ownership (common) | 2,647 shares | As of Apr 23, 2025 |
| Of which unvested | 1,013 RS (vest 6/12/2025) | Footnote specifies vesting date |
| Ownership as % of shares outstanding | ~0.014% (calc: 2,647 / 18,399,139) | Based on shares outstanding as of Apr 23, 2025 |
| Hedging/pledging | Prohibited by policy | Anti‑hedging, anti‑pledging, no margin; restrictions on standing/limit orders |
| Insider transactions (Form 4) | Director RS grants/holdings reported | 6/13/2024 Form 4 (director RS vest 6/12/2025) ; 6/20/2025 Form 4 ; 9/16/2025 Form 4 |
Employment Terms (Director governance and policies)
- Independence and committee service: Independent director; Audit Committee member .
- Board attendance: Board met 9 times in 2024; all directors attended at least 75% of meetings .
- Clawback policy: Dodd‑Frank compliant compensation recoupment policy adopted Nov 24, 2023 (filed as 10‑K Exhibit 97.1) .
- Indemnification: Directors covered by indemnification agreements; company advances expenses and maintains D&O insurance .
- Insider trading policy: Prohibits hedging/shorts/derivatives, margin accounts, and pledging; controls on standing/limit orders (unless under approved 10b5‑1) .
- Say‑on‑pay context: “Overwhelming majority” support at 2024 meeting; company continues annual say‑on‑pay .
Compensation Structure Analysis (director)
| Aspect | Observation |
|---|---|
| Cash vs equity mix (2024) | ~$85k cash retainer plus ~$120k equity RS; equity vests in ~1 year from grant, aligning with shareholder returns . |
| Risk mitigants | Anti‑hedging/pledging policy reduces misalignment risk; clawback policy in place . |
| Peer benchmarking (exec program) | Company uses a healthcare services peer group for NEO benchmarking (Amedisys, Enhabit, ModivCare, The Ensign Group, etc.); indicates disciplined comp governance context at board level . |
Board Governance (Director specifics)
| Attribute | Status |
|---|---|
| Committee membership | Audit Committee |
| Audit Committee activity | Met 8 times in 2024; Audit Committee Report signed by Earley (Chair), Dixon, Gordon, Rush |
| Independence | Board majority independent; committee seats held by independent directors |
| ESG oversight | Company outlines ESG practices; governance policies publicly available |
Performance Compensation (Named Executive Officer program context)
Although Dixon is a director, Addus’ NEO incentives provide context for pay‑for‑performance oversight: annual cash and equity awards are 100% tied to Adjusted EBITDA with threshold/target/max at 90%/100%/110% of budget; 2024 outcomes paid at maximum (150% of target) and equity converted into restricted stock vesting over three years . This design indicates strong linkage to operating performance that directors oversee .
Related Party / Conflicts
- Related party transactions are reviewed/approved by the Audit Committee under a written policy; 2024 included a minor payment (~$20k) under a master services agreement with a company affiliated with a director’s firm; Audit Committee approved and deemed on market terms .
- No loans to directors/officers disclosed; standard indemnification applies .
Equity Ownership & Say‑on‑Pay Signal
- Top holders: BlackRock 16.9%, Vanguard 6.8%, Wasatch 5.7% as of Apr 23, 2025 .
- High say‑on‑pay approval in 2024 supports investor acceptance of compensation design under board oversight .
Investment Implications
- Alignment: Dixon’s director equity grants vest on a defined schedule and the company prohibits hedging/pledging—mitigating misalignment and forced‑sale risk; her ownership is modest (~0.014% of shares outstanding) but standard for a non‑employee director .
- Retention/Selling pressure: Director equity vests annually (e.g., 1,013 shares vesting 6/12/2025), implying limited and predictable supply; Form 4s indicate routine director grant activity rather than open‑market selling .
- Governance quality: Active Audit Committee participation (8 meetings), adoption of a Dodd‑Frank clawback, and strict insider policy point to robust governance and risk controls—positive for investors focused on oversight quality .
- Company performance under board tenure: 2024 net income and Adjusted EBITDA improved, and TSR index advanced materially in 2024—supportive backdrop for director oversight credentials tied to performance .
Appendix: Company revenue context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $951,120,000* | $1,058,651,000* | $1,154,599,000* |
| *Values retrieved from S&P Global. |
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