Lisa Nalley
About Lisa Nalley
Lisa Nalley, age 52, serves as Chief of Staff and Senior Vice President, Human Resources, and leads the Executive Project Management Office at BrightSpring Health Services (BTSG). She has been Chief of Staff since February 2017 and SVP of HR since August 2020; she holds an A.A.S. in Paralegal Science from Marshall University . During 2024, BTSG delivered revenue growth of 27.6% to $11.3B and Adjusted EBITDA of $588M (vs. $537M in 2023), while total shareholder return since registration in January 2024 measured +54.82% for the year—key context for pay-for-performance alignment across the executive team . Ms. Nalley’s 2024 short-term incentive plan was driven primarily by company Adjusted EBITDA and Net Revenue, with above-target achievements translating to a 128% payout of target for her .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| BrightSpring Health Services | Chief of Staff; SVP, Human Resources; Leader, Executive PMO | Chief of Staff since Feb 2017; SVP HR since Aug 2020 | Enterprise HR leadership and executive program management |
| Kindred Healthcare (Kindred Rehabilitation Services; Kindred at Home) | Sr. Director, Strategic Initiatives; other business improvement roles | 2003–2016 | Led strategic initiatives and business improvement programs across rehab and home health |
| Barrel Consulting, LLC | Business consultant | Not disclosed | Management consulting prior to joining BrightSpring |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Barrel Consulting, LLC | Business consultant | Not disclosed | Pre-BrightSpring external consulting role |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base salary | $324,500 | 2024 base salary rate |
| Target bonus % | 60% of earned base salary | BHS STIC target opportunity for 2024 |
| Actual annual incentive (BHS STIC) | $250,081 | Payout equaled 128% of target for 2024 |
| Discretionary bonuses | $210,000 | IPO-related discretionary awards (includes $40,000 paid earlier) |
2024 perquisites and benefits (All Other Compensation): $1,971 total, comprised of enhanced LTD $1,597, group term life $296, and AD&D $78 .
Performance Compensation
BHS STIC design for Ms. Nalley: 75% financial (company Adjusted EBITDA and Net Revenue), 25% Quality Index; minimum EBITDA funding trigger applies .
| Metric | Weight | Threshold | Target | Actual | % Achievement | Payout % of Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($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 | 25% | — | — | — | 102.78% | 102.78% |
- BHS STIC payout earned: $250,081 (128% of target), with target equal to 60% of earned base salary .
- EBITDA funding gate: plan funds at or above 90% of the executive’s EBITDA target; financial payout curve 5% at threshold to 200% at max; quality metric pays 50%/100%/200% at threshold/target/max .
Long-term incentives (2024 grants):
- RSUs vest in three equal annual installments beginning January 25, 2025 (time-based) .
- Stock options (exercise price $13.00) vest in three equal annual installments beginning January 25, 2025; 10-year term .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards as of March 31/December 31, 2024:
| Item | Detail |
|---|---|
| Total beneficial ownership | 164,730 shares; <1% of outstanding |
| Insider hedging/short sales | Prohibited by company insider trading policy |
| Pledging | No explicit pledging prohibition disclosed in policy summary |
| Stock ownership guidelines | Compensation Committee may adopt; specific guidelines not disclosed |
Outstanding equity awards (as of 12/31/2024):
| Grant date | Instrument | Exercisable (#) | Unexercisable (#) | Unearned perf. options (#) | Strike | Expiration | RSUs unvested (#) | RSUs MV ($) |
|---|---|---|---|---|---|---|---|---|
| 09/24/2019 | Options (time + perf) | 105,994 | 35,331 | — | 6.37 | 09/24/2029 | — | — |
| 05/12/2020 | Options (time + perf) | 10,206 | 1,571 | 3,925 | 7.01 | 05/12/2030 | — | — |
| 01/25/2024 | Options (time-based) | — | 35,006 | — | 13.00 | 01/25/2034 | — | — |
| 01/25/2024 | RSUs (time-based) | — | — | — | — | — | 96,454 | 1,642,612 |
Notes:
- 2019/2020 options include performance-vesting components; 50% of performance options vested at IPO; the remaining “2.5x” performance portion remains outstanding subject to performance .
- At 12/31/2024, BTSG closed at $17.03; all listed strikes (6.37, 7.01, 13.00) were below this price, implying in-the-money status on that date .
Vesting schedules and potential selling pressure:
- 2024 RSUs and 2024 options vest in three equal annual installments with first vest date January 25, 2025; subsequent annual vest dates through 2027—potential concentration of sellable shares around these dates .
- 2019/2020 options include ongoing time and performance vesting; performance tranches remain outstanding and may accelerate or forfeit per plan terms .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Effective January 1, 2023; role: Chief of Staff and SVP, HR |
| Initial comp in agreement | Base salary $325,000; target bonus 40% of base (agreement baseline) |
| Current 2024 STI target | 60% of earned base salary under BHS STIC |
| Severance (without cause/good reason) | 14 months base salary; pro‑rated target bonus; 14 months employer-rate COBRA |
| Restrictive covenants | Confidentiality (indefinite), non-disparagement (indefinite); non-compete, non-solicit, and no-hire for 12 months post-termination |
| Clawback policy | Adopted; compliant with SEC and Nasdaq requirements |
| Change-in-control equity treatment | Time-based options fully vest at change in control; performance-based options generally forfeit unless special escrow proceeds provision applies; applies to executives including Ms. Nalley |
| Deferred compensation | NQDC plan permits up to 50% salary deferral; no NEO deferrals for 2024 |
Investment Implications
- Pay-for-performance alignment: 2024 STI was tied 75% to financial metrics (Adjusted EBITDA and Net Revenue) and 25% to quality, with performance above target producing a 128% payout for Ms. Nalley—aligned with strong 2024 revenue and Adjusted EBITDA outcomes .
- Equity alignment and vesting overhang: Significant unvested RSUs and options from 2024 (three annual installments beginning 1/25/2025) and earlier time/performance option grants create scheduled unlocks that can introduce localized selling pressure around annual vest dates; 2019/2020 performance-vesting tranches remain a variable overhang .
- Retention risk moderated by severance: Employment agreement provides 14 months salary, pro‑rata target bonus, and 14 months COBRA on without‑cause/good‑reason termination, plus non‑compete/non‑solicit protections for 12 months—supporting retention and post‑termination protections but not overly generous multiples .
- Ownership/skin-in-the-game: Reported beneficial ownership is <1% of shares outstanding; while equity awards are material, absolute ownership remains modest relative to float, which may limit direct alignment vs. founder-like stakes .
- Governance/hedging risk controls: Hedging and short sales are prohibited; the proxy is silent on pledging prohibitions—investors may seek confirmation of any pledging restrictions to fully assess alignment risk .
Appendix: Additional Context
2024 Company Performance (for context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($B) | — | $11.3; +27.6% YoY |
| Adjusted EBITDA ($M) | $537 | $588 |
| 2024 TSR (since registration date) | — | +54.82% value-of-$100 = 154.82 |
Compensation benchmarking peer group
BrightSpring used a 19-company peer group (e.g., Acadia, Amedisys, DaVita, Encompass Health, Molina, Quest, Tenet, UHS, Option Care, etc.) to calibrate market pay levels as part of IPO-related design work with Meridian Compensation Partners .