Monica Raines
About Monica Raines
Monica Raines, age 46, is Executive Vice President and Chief Compliance & Quality Officer at Addus HomeCare (ADUS), a role she has held since March 2022 after serving as VP & Chief Compliance Officer (2016–2019) and SVP & Chief Compliance Officer (2019–2022). She holds both a B.A. and J.D. from Southern Methodist University; prior roles include Chief Compliance Officer & General Counsel at CCS Medical and associate at Jenkens & Gilchrist, a nationally recognized law firm . Addus links executive pay to Adjusted EBITDA and Total Shareholder Return (TSR); company-level metrics during the 2020–2024 period show TSR values of 120.44 (2020), 96.19 (2021), 102.32 (2022), 95.48 (2023), and 128.89 (2024), Net Income of $33,133k (2020) to $73,598k (2024), and Adjusted EBITDA of $76,907k (2020) to $140,290k (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Addus HomeCare | EVP & Chief Compliance & Quality Officer | Mar 2022–present | Executive leadership of compliance and quality |
| Addus HomeCare | SVP & Chief Compliance Officer | Jul 2019–Mar 2022 | Senior compliance leadership |
| Addus HomeCare | VP & Chief Compliance Officer | Sep 2016–Jul 2019 | Built provider-setting compliance program |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CCS Medical | Chief Compliance Officer & General Counsel | Prior to 2016 | Led compliance/legal at a large DME provider |
| Jenkens & Gilchrist | Associate (law) | Early career | Commercial legal practice foundation |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Annual Bonus ($) | Notes |
|---|---|---|---|---|
| 2022 | 294,808 | Up to 75% of base (per employment agreement) | 225,000 | Employment agreement effective Mar 1, 2022 sets base at $300,000 and target bonus opportunity up to 75% of salary |
Performance Compensation
Annual Cash Incentive (2022 Program Design and Outcome)
| Metric | Weighting | Threshold | Target | Maximum | Actual vs Target | Payout Outcome |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | 50% payout at 90% of target | 100% payout at 100% of target | 150% payout at 110% of target | Company achieved 100% of target (2022) | $225,000 (matches 75% of $300,000 base) |
Performance-Based Equity (2022 Grants and Vesting)
| Grant Type | Target Value | Performance Metric | Conversion/Grant | Vesting |
|---|---|---|---|---|
| Performance-based equity | $225,000 | Adjusted EBITDA (same thresholds as cash) | 2,151 restricted shares granted at target, based on 2/24/2022 price | Vests over three years on Feb 24, 2023/2024/2025 |
2022 Option and Additional Equity Grants (new-hire/retention and annual)
| Grant Date | Instrument | Quantity | Exercise Price ($/sh) | Expiration | Vesting | Grant Date Fair Value ($) | |---|---:|---:|---|---|---:| | Mar 1, 2022 | Stock options | 19,000 | 84.83 | Mar 1, 2032 | 4 equal installments each Mar 1, 2023–2026 | 588,056 (aggregate) | | Mar 1, 2022 | Restricted stock | 2,900 | — | — | As granted under plan (see above schedules) | 246,007 | | Feb 23, 2022 | Restricted stock | 1,249 | — | — | As granted under plan (see above schedules) | 87,967 |
Equity Ownership & Alignment
Beneficial Ownership Trend
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Apr 19, 2023 | 17,543 | <1% |
| Apr 17, 2024 | 25,448 | <1% |
| Apr 23, 2025 | 32,857 | <1% |
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging, short sales, holding in margin accounts, and pledging of Company stock; also restricts standing/limit orders without consent .
- Clawback: Company adopted a compensation recoupment policy on Nov 24, 2023 to comply with Nasdaq’s listing standard .
Outstanding Equity (as of Dec 31, 2022)
| Category | Quantity | Status | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| Options | 2,062 | Exercisable | $34.05 | Mar 3, 2027 | 2009/2017 plan awards |
| Options | 1,900 | Exercisable | $37.25 | Mar 2, 2028 | 2017 plan |
| Options | 19,000 | Unexercisable (time-based vesting) | $84.83 | Mar 1, 2032 | Vests 2023–2026 |
| Restricted stock | 5,003 | Unvested | — | — | Market value $497,748 at 12/31/22 |
Employment Terms
| Item | Key Terms |
|---|---|
| Employment agreement | Amended & restated effective Mar 1, 2022; auto-renews for successive 1-year terms unless non-renewal notice ≥30 days before term end |
| Base salary | $300,000 (subject to annual review) |
| Target bonus | Up to 75% of base salary, based on Company and/or individual objectives |
| Benefits/perqs | Participation in health, disability, vacation; Company-paid term life insurance up to 5x salary (Company not required to pay >3% of base for premium) |
| Severance (no CIC) | Eligible if terminated without Reasonable Cause or resign for Good Reason; see payouts table below |
| CIC severance | 24 months of annual cash compensation (base + greater of prior-year bonus or target), pro rata bonus, after-tax cash equal to Company share of 24 months COBRA; installments generally over 12 months |
| Equity on CIC/death/disability | Immediate vesting of unvested options and restricted stock if actively employed at CIC, or upon death/disability (per award agreements) |
| Restrictive covenants | Non-disclosure; non-compete within 50 miles of any Company location; non-solicitation; non-disparagement; for 1 year post-termination (2 years upon CIC) for non-CEO NEOs |
| Tax gross-ups | None on CIC payments |
| Clawback | Recoupment policy adopted Nov 24, 2023 |
| Hedging/pledging | Prohibited under Insider Trading Policy |
| Deferred comp/pension | No participation in Company non-qualified deferred compensation or defined benefit pension plans for NEOs |
Potential Payments upon Termination or Change in Control (as of Dec 31, 2022)
| Scenario | Severance ($) | Extension of Benefits (COBRA) ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Without Reasonable Cause / For Good Reason | 750,000 | 16,179 | — | 766,179 |
| In connection with a Change in Control | 1,500,000 | 32,358 | 776,288 | 2,308,646 |
| Disability | — | — | 776,288 | 776,288 |
| Death | — | — | 776,288 | 776,288 |
Additional Governance and Program Design Notes
- Pay-for-performance design: Cash and equity incentives are predominantly driven by Adjusted EBITDA; PVP disclosures also reference TSR and Net Income as context measures .
- Compensation Committee (2023 proxy): Mark L. First (Chair), Jean Rush, Susan T. Weaver, M.D., FACP .
Investment Implications
- Alignment vs. performance: Raines’ incentive pay is tied 100% to Adjusted EBITDA for both annual cash and equity, with clear threshold/target/max calibration; 2022 achieved target, aligning her payouts with performance . Anti-hedging/pledging and the 2023 clawback adoption strengthen alignment and reduce governance risk .
- Vesting and potential selling pressure: Material time-based option grant (19,000 at $84.83 expiring 2032) vests in equal tranches through 2026, and 2022 performance-converted restricted shares vest through 2025—key dates that can create incremental liquidity windows; however, pledging is prohibited and trading is policy-constrained .
- Retention and CIC economics: Standard market severance (24 months cash compensation on CIC, pro rata bonus, COBRA) with equity acceleration on CIC/death/disability and 1–2 year restrictive covenants reduces flight risk but represents tangible CIC exposure; no tax gross-ups mitigate shareholder risk perception .
- Ownership trajectory: Beneficial ownership has increased from 17,543 (Apr 2023) to 32,857 shares (Apr 2025), still <1% of shares outstanding—positive trend but modest absolute “skin in the game” .