Sean Gaffney
About Sean Gaffney
Sean Gaffney, age 46, is Executive Vice President and Chief Legal Officer at Addus HomeCare, serving since April 2019. He holds a BA from The University of Dallas and a JD from Boston University School of Law, where he was a G. Joseph Tauro Scholar and managing editor of the BU International Law Journal . During 2020–2024, Addus delivered rising performance on key shareholder and financial metrics: Total Shareholder Return value of an initial $100 investment reached 128.89 in 2024 (vs. 120.44 in 2020), while Net Income increased to $73.6 million and Adjusted EBITDA to $140.3 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Encompass Health – Home Health & Hospice | General Counsel | 2015–Apr 26, 2019 | Led legal function for a national skilled home health provider |
| BroadJump, LLC | EVP Corporate Development, General Counsel & Secretary | 2014–2015 | Corporate development and legal leadership for cost-reduction technology startup in hospital procurement |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed in 2025 proxy | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $348,279 | $362,163 | $373,885 |
| Target Bonus (% of base) | 75% | 75% | 75% |
| Actual Bonus (% of base) | — | — | 112.5% (max achieved) |
| Actual Bonus Paid ($) | $262,688 | $383,250 | $423,000 (paid Mar 5, 2025) |
Other compensation (perquisites) in 2024 totaled $18,222, including company-paid life insurance ($3,840), health/dental/vision contribution ($13,182), and cell phone allowance reimbursement ($1,200) .
Performance Compensation
Annual Cash Incentive (Performance-Based)
| Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | 90% of Target (50% payout) | 100% of Target (100% payout) | 110% of Target (150% payout) | 112% of Target; Adjusted EBITDA $143,293k incl. $3,004k retro NY rate | 112.5% of base salary (max for 75% target) |
Notes:
- 2024 Adjusted EBITDA goals (with acquisitions/divestiture): Threshold $115,569k, Target $128,410k, Maximum $141,252k; Actual $143,293k .
Equity Incentives (Restricted Stock; performance converted to shares)
| Grant | Grant Date | Target Equity Value ($) | Actual Payout Multiple | Shares Granted | Vesting |
|---|---|---|---|---|---|
| FY2024 plan award | Feb 23, 2024 | $375,000 | 150% at 112% performance | 5,657 shares; grant-date fair value $504,039 | Vests over multi-year; unvested awards vest fully by Feb 21, 2028 |
| FY2025 plan (for FY2024 performance) | Feb 21, 2025 | $375,000 | 150% at 112% performance | 5,150 shares | Vests in three tranches on Feb 21, 2026/2027/2028 |
Stock options: 10,000 options exercisable at $68.89, expiring April 29, 2029 . Company granted no options in 2024; equity awards were restricted stock .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 28,179 shares (includes 10,000 options currently exercisable and 10,036 unvested restricted shares), <1% of outstanding |
| Unvested restricted stock | 9,709 shares at 12/31/2024 valued $1,217,023 at $125.35/share |
| Options | 10,000 exercisable; strike $68.89; expire 04/29/2029 |
| Pledging/hedging | Prohibited: no hedging, no options on company stock, no short sales, no margin, no pledging; standing/limit orders only via approved 10b5-1 plans with consent |
| Ownership guidelines | Not disclosed in 2025 proxy for executive officers |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | Effective April 29, 2019; auto-renews annually unless 30-day notice not to renew |
| Base salary under agreement | $300,000 at inception; subject to upward review/adjustment |
| Annual bonus opportunity | Up to 75% of base at target; higher payout at maximum performance, subject to Compensation Committee discretion |
| Severance (no CoC) | 12 months base cash compensation paid in installments; pro rata bonus through termination; 12 months COBRA (after-tax) if terminated without Reasonable Cause or resigns for Good Reason; subject to restrictive covenants |
| CoC severance | 24 months of “annual cash compensation” (highest base + greater of prior-year bonus or annualized target), pro rata bonus; 24 months COBRA (after-tax), payable in installments if termination without Reasonable Cause or resigns for Good Reason within 6 months before/1 year after CoC |
| Equity treatment | Unvested options/restricted stock vest immediately upon Change in Control, death or Disability (if employed at CoC); general immediate vesting under award agreements |
| Restrictive covenants | Non-compete (50-mile radius), non-solicitation (employees/customers/referrals/vendors), NDA, non-disparagement; covenants apply 1 year post-termination, 2 years upon CoC |
| Clawback policy | Dodd-Frank compliant incentive compensation recoupment policy adopted 11/24/2023 |
| Tax gross-ups | None for CoC payments |
Potential payments (as of 12/31/2024 illustrative):
- Termination without cause/Good Reason: Severance $1,174,000; COBRA (after-tax) $13,182; Total $1,187,182 .
- CoC termination: Severance $2,066,000; COBRA (after-tax) $26,364; accelerated equity vesting $1,217,023; Total $3,309,387 .
Compensation Framework and Peer Benchmarking
- Pay mix: Base salary plus performance-based cash and equity; 2024 incentives 100% tied to Adjusted EBITDA with threshold/target/max at 90%/100%/110% of target, linear interpolation .
- Peer group used for benchmarking in 2025 included: Amedisys, Aveanna Healthcare, Chemed, Enhabit, ModivCare, National HealthCare, Option Care Health, Pediatrix, RadNet, Select Medical, Ensign Group, Pennant Group, U.S. Physical Therapy .
- Say-on-pay: “Overwhelming majority” approval at 2024 annual meeting; framework retained for 2024 (and updated for 2025 targets) .
Risk Indicators & Governance
- Insider Trading Policy prohibits hedging, pledging, margin, and unapproved standing/limit orders; promotes alignment and reduces leverage-related risk .
- Compensation recoupment (clawback) in place per Nasdaq Dodd-Frank rules .
- No tax gross-ups on CoC payments .
- No nonqualified deferred compensation or pension benefits for named executive officers .
Investment Implications
- Strong pay-for-performance alignment: Gaffney’s cash and equity incentives are fully tied to Adjusted EBITDA, with 2024 performance above maximum driving top-tier payouts and multi-year restricted stock grants vesting through Feb 2028 . Vesting dates (Feb 21 of 2026–2028) and an April 2029 option expiration are potential trading calendar catalysts for planned 10b5-1 sales, subject to the company’s strict insider trading controls .
- Retention risk mitigants: Annual auto-renewal employment agreement, severance, and CoC protections (double-trigger cash plus single-trigger equity vesting) support retention but increase turnover cost in M&A scenarios; no tax gross-ups reduce shareholder-unfriendly optics .
- Alignment and red flags: Anti-hedging/pledging policy and significant unvested equity align executive interests; absence of option repricing and presence of clawback reduce governance risk . Company-level performance trends (Net Income, Adjusted EBITDA, TSR) have improved over 2020–2024, reinforcing the incentive design’s linkage to value creation .