Bob Barnes
President, Community Living at BTSG
Executive
About Bob Barnes
Bob Barnes, age 53, is President, Community Living at BrightSpring Health Services (BTSG), serving since July 2018; he holds a Nursing degree from Mount Aloysius College and a Nursing Home Administration certification from Slippery Rock University . Company performance in 2024 featured revenue growth of 27.6% to $11.3B and Adjusted EBITDA rising to $588M from $537M, with BTSG TSR since its January 2024 registration date at 54.82 (value of $100 investment increasing to $154.82) . Barnes’ Community Living unit achieved 110.61% EBITDA attainment (150% payout), 100.64% revenue attainment (100% payout), and a 121.88% quality index attainment (121.88% payout) under the 2024 balanced scorecard .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trilogy Health Services, LLC | Senior Vice President of Operations | 2016–2018 | Directed national healthcare operations in the Midwest |
| Affinity Health Services, Inc. | Chief Operating Officer | Not disclosed | Operational leadership in long-term care services |
| Guardian Elder Care Holdings, Inc. | Operational leadership roles | Not disclosed | Operations leadership in elder care |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $415,832 | $419,980 | $450,035 (7.2% increase effective Jan 1, 2024) |
| All Other Compensation ($) | $2,166 | $2,171 | $2,206 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Consolidated Community Living EBITDA (as adjusted) | 60% | Not disclosed | 110.61% of target | 150.00% of target | Cash paid per BHS STIC plan (no vesting) |
| Consolidated Community Living Revenue | 15% | Not disclosed | 100.64% of target | 100.00% of target | Cash paid per BHS STIC plan (no vesting) |
| Quality Index | 25% | Not disclosed | 121.88% of target | 121.88% of target | Cash paid per BHS STIC plan (no vesting) |
| Annual Incentives and Bonuses | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $276,944 | $322,545 | $365,766 |
| Discretionary Bonus ($) | — | — | $225,000 (IPO-related contribution) |
| Target Bonus as % of Base | 50–60% historically not disclosed per year | Not disclosed | 60% |
| 2024 Target Award ($) | — | — | $270,000 |
| 2024 Payout as % of Target | — | — | 135% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 139,130 shares; <1% of shares outstanding (175,070,732 as of Mar 31, 2025) |
| RSUs outstanding (unvested as of Dec 31, 2024) | 46,620 units; market value $793,939 at $17.03 closing price |
| Options outstanding (exercisable / unexercisable) | 9/24/2019: 105,994 exercisable; 35,331 unexercisable at $6.37 |
| Options (time+performance vesting) | 9/24/2019 grant with time-based vesting in five equal installments from Mar 5, 2020; 50% of performance-based portion vested at IPO; remaining 2.5x performance portion eligible on performance |
| Additional options | 5/12/2020: 7,654 exercisable; 1,178 unexercised; 2,944 unearned performance tranche at $15.92 with similar vest/performance terms; time-based vests in five equal installments from May 12, 2021 |
| 2024 equity grants | 1/25/2024 options: 16,920 at $13.00, time-based vest in 3 equal annual installments starting Jan 25, 2025 ; 1/25/2024 RSUs: 46,620, vest in 3 equal annual installments starting Jan 25, 2025 |
| Hedging/derivatives policy | Prohibits short sales, options/warrants/puts/calls and hedging transactions (e.g., collars, equity swaps, exchange funds) for directors, officers, and employees |
| Pledging of shares | No pledging disclosures for Barnes found in proxy |
| Ownership guidelines | Compensation Committee oversees guidelines, but specific multiples/requirements and compliance status not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Role and start | President, Community Living; employment agreement effective July 9, 2018 |
| Base salary and bonus target in agreement | Initial base salary $400,000; eligible for annual bonus with target 60% of base salary |
| Restrictive covenants | Confidentiality; assignment of IP; non-compete; employee non-solicit/no-hire; client/customer non-solicit; non-disparagement; non-compete/non-solicit duration: 12 months post-termination |
| Severance (without cause / good reason) | Cash severance 1.0x then-current base salary; pro-rated annual bonus at target; 12 months COBRA at active employee rates; subject to release |
| Change-in-control (single trigger equity; double-trigger cash) | On change in control during employment, unvested time-vesting options fully vest; performance-vesting options generally forfeited unless escrow in specified KKR consideration scenario ; If COC plus termination without cause/good reason, total potential payments of $1,597,042 (Cash severance $720,000; Equity acceleration $873,930; Health benefits $3,113) |
| Potential payments (no termination at COC) | Equity acceleration total $873,930 |
| Clawback | Incentive compensation clawback policy compliant with SEC/Nasdaq |
Equity Awards Detail
| Award Type | Grant Date | Shares/Options | Strike | Vesting Schedule |
|---|---|---|---|---|
| Stock Options (time+performance) | 9/24/2019 | 105,994 exercisable; 35,331 unexercisable | $6.37 | Time-based: five equal installments from Mar 5, 2020; 50% of performance tranche vested at IPO; remaining 2.5x performance tranche contingent on performance |
| Stock Options (time+performance) | 5/12/2020 | 7,654 exercisable; 1,178 unexercised; 2,944 unearned performance tranche | $15.92 | Time-based: five equal installments from May 12, 2021; 50% performance tranche vested at IPO; remaining 2.5x contingent on performance |
| Stock Options (time-based) | 1/25/2024 | 16,920 | $13.00 | Three equal annual installments beginning Jan 25, 2025 |
| RSUs (time-based) | 1/25/2024 | 46,620 | — | Three equal annual installments beginning Jan 25, 2025 |
Compensation Summary (Multi-year)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $415,832 | $419,980 | $450,035 |
| Bonus (Discretionary) | — | — | $225,000 |
| Stock Awards (RSUs, grant-date fair value) | — | — | $606,060 |
| Option Awards (grant-date fair value) | — | — | $118,948 |
| Non-Equity Incentive Plan Compensation | $276,944 | $322,545 | $365,766 |
| All Other Compensation | $2,166 | $2,171 | $2,206 |
| Total | $694,942 | $744,696 | $1,768,014 |
Performance Compensation Program Design (2024 BHS STIC)
| Element | Description |
|---|---|
| Metrics and weights | EBITDA and Revenue 75% combined; Quality Index 25% |
| Funding mechanics | Plan requires minimum EBITDA trigger (gate) to fund; threshold, target, maximum payouts apply; EBITDA/Revenue interpolate; quality measures do not interpolate |
| Barnes-specific weighting | 60% Community Living EBITDA; 15% Community Living Revenue; 25% Quality Index |
| 2024 outcomes | EBITDA 110.61% of target (150% payout); Revenue 100.64% (100% payout); Quality 121.88% (121.88% payout); aggregate payout equals 135% of target award |
| Target award and payout | Target award $270,000; payout earned $365,766 |
Employment & Contracts – Additional Notes
- Severance requires execution and non-revocation of release; COBRA duration: 12 months for Barnes .
- Non-compete/non-solicit scope includes employees, clients/customers; non-disparagement and confidentiality obligations are indefinite .
- Change-in-control equity terms: single-trigger acceleration for time-based options; performance tranches forfeited absent escrow scenario tied to KKR’s consideration form .
Investment Implications
- Pay-for-performance alignment: Barnes’ annual incentive is tightly linked to Community Living EBITDA and Revenue, with above-target 2024 payout driven by objective overachievement; equity awards vest over 3–5 years, reinforcing retention and multi-year alignment .
- Near-term selling pressure: RSUs and options granted in January 2024 begin vesting on January 25, 2025 and annually thereafter; while hedging is prohibited, no pledging disclosures are present—reducing misalignment risk from derivatives/pledges .
- Retention/termination economics: Severance is modest (1x salary plus pro-rata bonus and 12-month COBRA), and change-of-control severance requires termination (double-trigger) for cash, while equity accelerates on single-trigger COC—providing balanced retention with acceptable takeover resilience ($1.60M potential under COC+termination) .
- Governance and risk: Clawback policy in place; controlled company status at BTSG influences broader governance, but executive compensation oversight is active via the Compensation Committee; no red flags for repricing, tax gross-ups, or related-party issues tied to Barnes disclosed .