Casey Hoyt
About Casey Hoyt
Casey Hoyt is Chief Executive Officer (since December 2017) and a director (since December 14, 2016) of Viemed Healthcare, Inc.; he is 47 and holds a B.S. in General Studies from the University of Louisiana at Lafayette . Under his tenure, Viemed’s stock delivered a 29% cumulative return from 12/31/2019–12/31/2024 and 107% from 12/31/2018–12/31/2023, with revenue rising to $224.3M in 2024 and net income to $11.4M, demonstrating pay-for-performance alignment highlighted in the proxy’s “Pay versus Performance” section . Hoyt co-founded Sleep Management, L.L.C. and Home Sleep Delivered, L.L.C. in 2006 and led PHM (Protech Home Medical) ahead of Viemed’s 2017 spinout, bringing deep respiratory care and operator experience .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sleep Management, L.L.C.; Home Sleep Delivered, L.L.C. | Co-founder | 2006–2015 (sold in 2015) | Built respiratory disease management platform that seeded Viemed’s focus and model |
| Protech Home Medical Corp. (PHM) | CEO | 2015–Dec 2017 | Led PHM prior to Viemed spinout; continuity of leadership into Viemed |
| Viemed Healthcare, Inc. | CEO and Director | Dec 2017–Present (CEO); director since Dec 2016 | Executed growth strategy; alignment through equity-heavy compensation |
| Tradeshow display/marketing services company | Operator | Not disclosed | Broadened commercial and operational acumen |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AA Homecare | Board of Directors | Not disclosed | Industry advocacy and reimbursement visibility |
| Ochsner Lafayette General Foundation | Board; Board of Trustees | Not disclosed | Health system network access, community ties |
| Community Foundation of Acadiana | Board of Directors | Not disclosed | Regional stakeholder engagement |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Max Bonus % of Salary | Actual Cash Bonus (Cash Bonus Plan) ($) | “Active Patient” Bonus ($) | Key Benefits/Perqs |
|---|---|---|---|---|---|---|
| 2024 | 529,543 | 100% (contract) | 150% (contract) | 703,377 | 3,700 | Health, 401(k) match, life/auto/cell allowances detailed in proxy |
| 2023 | 509,277 | 100% (prior contracts) | 150% (prior contracts) | 787,950 | 4,544 | Health, 401(k) match, allowances |
| 2022 | 470,000 | 100% (prior contracts) | 150% (prior contracts) | 423,000 | 3,400 | Health, 401(k) match, allowances |
Narrative notes:
- Annual base salaries reset August 2024: Hoyt $541,059; governance shows compensation committee authority and independent consultant engagement .
- Cash Bonus Plan weightings: 70% financial/operational (Adjusted EBITDA, revenue, business line growth, patient count) and 30% other corporate goals; committee retains discretion to reduce/withhold bonuses .
Performance Compensation
| Component | Metric(s) | Weighting | Grant/Date | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| RSUs (2024 grant) | Share value alignment | — | 119,386 RSUs 1/29/2024; grant-date fair value $1,001,649 | Time-based | N/A (future) | Equal annual tranches 1/29/2025, 1/29/2026, 1/29/2027 |
| Phantom Shares (2024 grant) | Share value (cash-settled) | — | 39,796 Phantom shares 1/29/2024; fair value $333,888 | Time/per plan | Paid at vest at FMV (cash) | Per Phantom Award terms; cash within 60 days of vest |
| Cash Bonus Plan (2024) | Adjusted EBITDA, revenue, patient growth (70%); governance/staffing/tech/capital deployment (30%) | 70%/30% | Plan Year 2024 | Target 100% of salary | $703,377 earned | Lump sum ≤2.5 months post-year end |
| Prior stock options | Equity value creation | — | Multiple tranches from 2018–2022 | Time-based | In-the-money aggregate values disclosed (see Ownership table) | Each tranche 10-year terms; standard termination provisions |
Program governance:
- Clawback policy adopted per Rule 10D-1: recouping erroneously paid incentive compensation upon restatements regardless of fault .
- 2024 Omnibus Plan amendments (2025 AGM): increase share reserve; clarify change-in-control vesting; 1-year minimum vesting for all awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,205,924 shares; includes 960,381 shares via options vested/will vest within 60 days; 8.1% of shares outstanding (39,523,787) as of 4/9/2025 |
| Vested vs unvested (RSUs, options) | Unvested RSUs 159,182 (market value $1,276,640 at 12/31/2024); options tranches outstanding per below |
| Option tranches (exercisable/unexercisable; strike; expiry) | 134,166/0 at $1.81 expires 1/4/2028; 305,802/0 at $4.13 expires 1/17/2029; 231,201/0 at $5.70 expires 1/17/2030; 162,178/0 at $8.57 expires 1/21/2031; 84,690/42,344 at $5.21 expires 1/18/2032 |
| In-the-money value by option year (12/31/2024 PX $8.02) | 2018: $833,171; 2019: $1,189,570; 2020: $536,386; 2021: $0; 2022: $356,966 |
| Pledging/hedging | None of Hoyt’s shares are pledged; insider policy prohibits shorting, options trading, margin, pledging, and hedging |
| Ownership guidelines | Not disclosed in proxy |
Insider transactions and upcoming selling pressure indicators:
- Phantom share settlements reported on Form 4 (cash dispositions), January 2025 .
- Non-open market dispositions reported January 18, 2024: 9,946 shares at $7.62 (Nasdaq insider page) .
- RSU vesting dates in 2025–2027 imply periodic share deliveries, which can correlate with incremental selling to cover taxes or diversification .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment | At-will; latest base salary set August 2024: $541,059 |
| Annual bonus eligibility | Target 100% of salary; max 150% of salary under Cash Bonus Plan |
| Severance (no cause/good reason) | 12 months base salary; continued health; prorated target bonus |
| Change-in-control (CIC) severance | If terminated within 12 months of CIC: 24 months base salary; continued health; bonus paid at target |
| Non-compete/non-solicit | Two years post-termination (scope per agreement) |
| Equity treatment (termination/CIC) | RSUs/Phantom shares vest upon qualifying termination; death/disability accelerate; options exercisability windows; CIC alternatives including cash-out, substitution or assumption per 2024 Omnibus/2018 plans |
Potential payments as of 12/31/2024:
| Scenario | Cash Severance ($) | Benefits ($) | Accelerated Equity Value ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause | 1,082,118 | 8,498 | 2,419,586 | 3,510,202 |
| Good reason resignation | 1,082,118 | 8,498 | 2,419,586 | 3,510,202 |
| CIC termination without cause | 1,623,177 | 12,747 | 2,419,586 | 4,055,510 |
| Retirement/death/disability | — | — | 2,419,586 | 2,419,586 |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($M) | 138.8 | 183.0 | 224.3 |
| Net Income ($M) | 6.2 | 10.2 | 11.4 |
| TSR (Indexed value of $100 from 12/31/2019) | — | — | $129 (VMD) vs $140 Russell 2000; $123 S&P Health Services (cumulative to 12/31/2024) |
The company emphasizes revenue, adjusted EBITDA, and net income as key performance measures linking compensation actually paid, underscoring alignment between pay and shareholder outcomes .
Board Governance
- Role: CEO and director; not independent per NASDAQ/NI 58-101 . Independent Chair separates roles, mitigating CEO-chair duality concerns .
- Committee memberships: Not a member of Audit, Compensation, or CG&N (all independent) .
- Attendance: 4/4 board meetings in 2024 .
- Executive sessions: Independent directors met in executive session at each quarterly meeting in 2024 .
Dual-role implications:
- Independence: Majority-independent board and independent committee structures reduce governance risk from CEO-director dual role .
- Insider trading/pledging: Robust policy banning hedging/pledging supports alignment .
Director Compensation (Context)
Independent directors receive cash retainers and annual RSU grants; as an executive, Hoyt’s compensation is captured under NEO tables rather than director fee schedules . Committee chair and member fees are structured to incentivize oversight quality .
Say-on-Pay & Shareholder Feedback
Management proposed annual say-on-pay frequency and asked shareholders to approve 2025 NEO compensation, citing alignment via equity-heavy awards and performance-linked cash incentives . The board recommended “FOR” on say-on-pay and “1 Year” vote frequency .
Compensation Structure Analysis
- Mix shift: 2024 stock awards increased vs 2023 ($1.34M vs $1.19M), reinforcing long-term equity alignment; cash bonus moderated vs 2023 ($703k vs $788k) amid performance mix .
- Options: No new options granted in 2024; RSUs and phantom shares were primary equity vehicles, a shift toward lower-risk time-based equity compared to options-heavy prior years .
- Governance: Clawback adoption and 1-year minimum vesting in 2025 amendments reduce pay risk and discourage short-termism .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; none pledged; mitigates misalignment risk .
- Repricing: Any reduction in option exercise price requires shareholder approval; no repricing disclosed .
- Related parties: None material >$120k; Audit Committee screens such transactions .
- Late filings: One director (Frazier) disclosed late Form 4; no indication of issues for Hoyt .
- CIC cash multiples: Up to 2x salary via 24-month severance could be seen as moderate CIC cost; equity accelerations increase realized pay at exit .
Compensation Peer Group
Company references comparable-sized healthcare issuers and engages independent consultant Arthur J. Gallagher; no named peer list disclosed; committee assessed independence and conflicts .
Equity Ownership & Compensation Trend (Multi-Year)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Cash Bonus ($) | Active Patient Bonus ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 529,543 | 1,335,537 | — | 703,377 | 3,700 | 44,828 | 2,616,985 |
| 2023 | 509,277 | 1,185,820 | — | 787,950 | 4,544 | 24,623 | 2,512,214 |
| 2022 | 470,000 | 656,306 | 347,842 | 423,000 | 3,400 | 24,959 | 1,925,507 |
Employment Contracts, Severance, and Change-of-Control Economics
- Contracts: At-will with detailed severance and CIC terms; non-compete and non-solicit for two years .
- CIC mechanics: Cash and benefits enhanced at CIC termination; Omnibus Plan gives committee discretion to cash out, substitute, or assume awards; RSUs/Phantom shares vest upon qualifying termination and death/disability accelerations .
Investment Implications
- Alignment: High insider ownership (8.1%) and equity-heavy compensation structures align CEO incentives with TSR and revenue growth; hedging/pledging bans strengthen alignment .
- Supply overhang: RSU vest tranches in 2025–2027 and periodic phantom cash settlements imply predictable liquidity events; monitor Form 4s around vest dates for selling pressure signals .
- Retention risk: CIC severance and equity accelerations are protective; non-compete/non-solicit mitigates competitive exit risk; overall packages suggest strong retention incentives .
- Governance quality: Independent chair, independent committees, clawback, and no dual CEO-chair mitigate governance concerns tied to CEO-director dual role .
- Performance levers: Cash bonus tied 70% to financials (Adjusted EBITDA and revenue) should maintain pay-for-performance discipline; equity minimum vesting reduces gaming of short-term targets .