Jon Rousseau
About Jon Rousseau
Jon Rousseau is Chairman, President, and Chief Executive Officer of BrightSpring Health Services (BTSG). He has served as CEO since September 2016 and became Chairman in January 2024; age 53; MBA from Harvard Business School and AB from Princeton University . Under his leadership in 2024, revenue grew 27.6% to $11.3B and Adjusted EBITDA rose to $588M from $537M, with TSR of 54.82% since the January 2024 IPO reference date; the CEO pay ratio was 496:1 for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BrightSpring Health Services | President & CEO; Chairman | CEO since Sep 2016; Chairman since Jan 2024 | Led multi-line healthcare services platform; multi-disciplinary background blending operations, pharmacy, and provider services |
| Kindred Healthcare | EVP; President – Kindred Rehabilitation Services; President – Care Management and Kindred at Home | 2013–2016 | Led rehab services and home health/hospice/home-based care businesses |
| Mylan, Inc. | VP Global Marketing, Strategy, and Commercial Development | 2006–2013 | Senior leadership in healthcare products |
| Medtronic PLC | Global Senior Director – Continuous Glucose Monitoring | 2006–2013 | Led CGM franchise |
| Friedman Fleischer & Lowe (FFL) | Private Equity Professional | 1998–2005 | Investing experience in healthcare |
| Morgan Stanley | Investment Banking Analyst | 1996–1998 | Corporate finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current external public company directorships disclosed for Rousseau |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary rate | $1,000,000 | Annual rate |
| Perquisites and other (plane use) | $233,036 | Private plane usage |
| Insurance premiums (LTD/GTL/AD&D) | $1,687 / $684 / $180 | Enhanced benefits program |
| Director fees | $0 | Company does not pay director compensation currently |
Multi‑year summary (CEO total comp):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $800,000 | $926,027 | $1,000,053 |
| Bonus ($) | $132,680 | — | — |
| Stock awards ($) | — | — | $12,582,492 |
| Option awards ($) | — | $5,949,200 | $2,250,205 |
| Non‑equity incentive plan ($) | $627,320 | $1,419,531 | $1,605,556 |
| All other comp ($) | $2,551 | $10,054,073 | $235,587 |
| Total ($) | $1,562,551 | $18,348,831 | $17,673,893 |
Performance Compensation
Annual cash incentive (BHS STIC) design and 2024 outcomes:
| Metric | Weight | Threshold | Target | Actual | % Achievement | % Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 60% | 499.04 | 548.40 | 588.07 | 107.23% | 135.00% |
| Net Revenue ($M) | 15% | 9,385.90 | 10,314.17 | 11,266.47 | 109.23% | 145.00% |
| Quality Index (non‑financial) | 25% | — | — | — | 102.78% | 102.78% |
| Gate (EBITDA trigger) | Must meet minimum | — | — | — | Funded in 2024 | Plan requires EBITDA gate |
Payout summary:
| Item | Value |
|---|---|
| Target award (% of base) | 125% |
| Target award ($) | $1,250,000 |
| Actual payout ($) | $1,605,556 |
| Payout vs target | 128% |
Long‑term incentives and vesting:
| Award | Grant date | Quantity | Exercise/Strike | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | 1/25/2024 | 967,884 | — | Quarterly over 3 years (Rousseau) | Time‑based; continued service required |
| Stock options | 1/25/2024 | 320,086 | $13.00 | Quarterly (Rousseau); special acceleration on termination w/o cause/good reason/death/disability | 10‑yr term |
| Stock options | 11/22/2023 | 436,180 ex.; 191,928 unexercisable | $22.29 | 1/3 vested 5/22/2024; remainder monthly over 2 years | Full acceleration on CIC for Rousseau |
| Stock options | 10/16/2019 | 2,239,362 exercisable; 955,823 performance portion outstanding | $6.37 | Time‑based + performance‑based; remaining 2.5x performance portion subject to criteria | Special pre‑CIC and post‑termination treatment |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 3,742,654 |
| Ownership (% of outstanding) | 2.1% |
| Unvested RSUs at 12/31/2024 (shares; market value at $17.03) | 725,913; $12,362,298 |
| Insider trading/hedging policy | Prohibits short sales, derivatives (options, puts/calls), and hedging transactions |
| Pledging disclosure | Not specified; no pledging policy language disclosed in proxy |
Employment Terms
| Term | Key details |
|---|---|
| Contract | Employment agreement effective March 5, 2019; auto‑renews annually |
| Base salary; target bonus | Initial $800,000; later anticipated amendment to $1,000,000 and target bonus to 125% of base (reflecting established 2023 target) |
| Non‑compete | 24 months post‑termination; confidentiality and non‑disparagement covenants, plus non‑solicit/no‑hire |
| Severance (without cause/good reason) | 2.0x salary + target bonus; prior-year bonus if earned; pro‑rated current year bonus; 18 months COBRA at active rates |
| Non‑renewal severance | 2.0x salary; COBRA; prior‑year bonus if any |
| Death/disability | Prior‑year and pro‑rated bonus only |
| Equity treatment on termination | 2019 options: pro‑rata quarterly vest; remaining time‑based options eligible to vest if CIC within 9 months; performance options remain eligible for 9 months; 2023 options fully vest on termination w/o cause/good reason/death/disability |
| Equity treatment on CIC | Time‑vesting options fully vest; performance options generally forfeited unless escrow mechanics apply; 2023 options fully vest for Rousseau |
| Pre‑CIC termination (buyer request/LOI) | Pro‑rata quarterly vest; remaining time‑based options eligible to vest at CIC even beyond 9 months; performance options eligible based on CIC satisfaction |
| Clawback policy | Adopted to comply with SEC/Nasdaq |
Board Governance
- Rousseau is combined Chairman and CEO; independent directors have not elected a Lead Director; executive sessions of non‑management directors occur regularly .
- BTSG is a “controlled company” on Nasdaq; KKR‑affiliated holders have ~54% voting power (ownership table shows 53.1% beneficial ownership by KKR Phoenix Aggregator) .
- Committee memberships (Board year 2024): Audit (Chair: Olivia Kirtley), Compensation (Chair: Max Lin), Quality & Compliance and Governance (Chair: Steve Miller); Rousseau is not on Board committees .
- Board/committee meetings in 2024: Board 5; Audit 5; Compensation 4; Quality & Compliance and Governance 4; all directors ≥75% attendance .
Director Compensation
- No cash or equity compensation currently paid to directors; reimbursement of reasonable out‑of‑pocket costs; CEO compensation shown separately in executive tables .
Compensation Peer Group and Consultant
- Meridian Compensation Partners engaged to advise; peer group of 19 healthcare services companies used to benchmark; peer set includes DaVita, Tenet, UHS, Encompass, Option Care, AMN, Quest, LabCorp, Molina, Ensign, Brookdale, Chemed, Select Medical, Aveanna, Pediatrix, Community Health Systems, Acadia, Guardian Pharmacy Services; aim to keep pay within reasonable range of peer median .
Related Party Transactions (Context)
- KKR Capital Markets acted as IPO underwriter; Company paid monitoring agreement termination fees ($22.7M), and prior monitoring fees ($0.7M Q1 2024); ABDC supply agreement replaced WBA program in Q1 2025 .
- FMR and Walgreens are notable shareholders; Walgreens declined to nominate a director under Stockholders Agreement .
Performance Snapshot (2024)
| Metric | 2024 | Prior / Reference |
|---|---|---|
| Revenue ($B) | 11.3 | +$2.4B YoY; +27.6% |
| Adjusted EBITDA ($M) | 588 | 537 (2023) |
| TSR (from 1/26/2024) | 54.82% | Peer index TSR 3.33% |
Investment Implications
- Pay‑for‑performance alignment appears strong: 75% weighting on EBITDA/Revenue in the annual plan, with above‑target outcomes driving a 128% payout for Rousseau in 2024; equity grants are sizeable with multi‑year vesting that ties outcomes to stock performance .
- Watch potential insider supply from quarterly‑vesting RSUs and options for Rousseau; company policy prohibits hedging/short sales but does not disclose pledging restrictions; monitor Form 4 activity and any 10b5‑1 plans for selling pressure signals .
- Governance risk: combined Chair/CEO and “controlled company” structure with no Lead Independent Director may reduce counterbalance on executive decision‑making; however, committee chairs are independent and attendance is robust .
- Retention risk appears mitigated: robust severance economics (2x salary+target bonus) and favorable equity acceleration on certain terminations/CIC for Rousseau, plus strong 2024 performance footing; clawback in place per SEC/Nasdaq .
- CEO pay ratio (496:1) and large equity grants warrant continued say‑on‑pay scrutiny; Board recommends annual say‑on‑pay frequency .
Note: For deeper trading signal analysis (insider buying/selling cadence, outstanding 10b5‑1 plans, option exercise behavior), consider retrieving recent Form 4s via the insider-trades skill.