W. Todd Zehnder
About W. Todd Zehnder
W. Todd Zehnder is Chief Operating Officer and a director of Viemed Healthcare, Inc. (VMD), serving in both roles since December 2017. He is 49, holds a B.S. in Accounting from Louisiana State University, and is a Certified Public Accountant; prior roles include COO/CFO at PetroQuest Energy and Manager at KPMG LLP . Viemed’s 2022–2024 fundamentals show sustained growth: revenue rose from $138.8M to $224.3M, net income from $6.2M to $11.3M, and EBITDA increased over the same period, underscoring improving scale and profitability . EBITDA figures marked with an asterisk are S&P Global values.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Viemed Healthcare, Inc. | Chief Operating Officer and Director | Dec 2017–present | Operational leadership at publicly traded home respiratory care provider |
| PHM (Predecessor organization) | VP – Finance; Chief Strategy Officer | Dec 2015–Dec 2017 | Finance/strategy leadership through transition to Viemed |
| PetroQuest Energy, Inc. | Chief Operating Officer and Chief Financial Officer | 2008–Dec 2015 | Senior leadership at then-NYSE-listed E&P company |
| KPMG LLP | Manager | Early career | Public accounting and audit foundation |
External Roles
| Category | Detail |
|---|---|
| Public company directorships (past 5 years) | None disclosed for Zehnder; biography lists executive roles but no other public boards |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $395,000 | $429,292 | $446,477 |
| Active Patient Bonus (company-wide) | $3,400 | $4,544 | $3,700 |
| Non-Equity Incentive (Cash Bonus Plan) | $355,500 | $664,350 | $593,043 |
| All Other Compensation | $37,874 | $39,645 | $54,929 |
| Total Compensation | $1,466,901 | $1,935,105 | $1,998,975 |
Additional terms:
- Current annual base salary (set Aug 2024): $456,187; target bonus 100% of base; maximum 150% of base .
- Active Patient Bonus is a company-wide program and paid equally to qualifying employees .
Performance Compensation
2024 Cash Bonus Design and Outcome
| Item | Detail |
|---|---|
| Target bonus opportunity | 100% of base salary (Zehnder) |
| Maximum bonus | 150% of base salary |
| Performance metrics | Adjusted EBITDA, revenue growth, and other corporate goals |
| Most important financial measures (CAP linkage) | Revenue, Adjusted EBITDA, Net income |
| 2024 target (Cash Bonus Plan) | $456,187 |
| 2024 maximum (Cash Bonus Plan) | $684,281 |
| 2024 actual non-equity incentive paid | $593,043 |
2024 Equity Grants and Vesting
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (2020 LTIP) | 1/29/2024 | 80,527 | $675,622 | Equal annual vesting over 3 years |
| Phantom Share Plan | 1/29/2024 | 26,842 | $225,204 | Payout in cash upon vesting per award terms |
2024 vesting activity:
- Shares vested (stock awards): 45,919; value realized on vesting $488,964; no option exercises in 2024 .
Equity Ownership & Alignment
| Ownership metric | Amount |
|---|---|
| Beneficial ownership (Apr 9, 2025) | 960,671 shares (includes 686,698 options exercisable or vesting within 60 days) |
| Percent of shares outstanding | 2.4% (based on 39,523,787 shares outstanding) |
| Pledged shares | None of the reported shares are pledged |
| Hedging/pledging policy | Insider Trading Policy restricts hedging, short sales, options trading, margin trading, and pledging |
Outstanding awards at FY-end 2024 (Zehnder):
- Options
- 1/4/2018: 126,913 exercisable @ $1.81; exp. 1/4/2028
- 1/17/2019: 201,470 exercisable @ $4.13; exp. 1/17/2029
- 1/17/2020: 152,321 exercisable @ $5.70; exp. 1/17/2030
- 1/21/2021: 120,584 exercisable @ $8.57; exp. 1/21/2031
- 1/18/2022: 56,940 exercisable and 28,470 unexercisable @ $5.21; exp. 1/18/2032
- Aggregate intrinsic value by award year at $8.02 (12/31/2024): 2018 $788,130; 2019 $783,718; 2020 $353,385; 2021 $0; 2022 $240,002 .
- RSUs outstanding (unvested)
- 1/18/2022: 28,468 unvested; $228,313 MV
- 1/17/2023: 67,348 unvested; $540,131 MV
- 1/29/2024: 107,369 unvested; $861,099 MV
Employment Terms
- Structure: At-will executive employment agreement (effective June 3, 2019; base reset Aug 2024) .
- Bonus eligibility: Target 100% of base; max 150% under Cash Bonus Plan .
- Severance (non-CIC): If terminated without cause or resigns for good reason, 12 months base salary, continued health benefits (COBRA), and prorated target bonus .
- Change-in-control (double-trigger): If such termination occurs within 12 months of a CIC, severance period extends to 24 months and bonus is payable at target level .
- Restrictive covenants: Non-compete and non-solicit during employment and for two years post-termination (subject to exceptions) .
- Clawback: Policy adopted in 2023 per SEC Rule 10D-1; recoupment of erroneously paid incentive compensation following a financial restatement (fault not required) .
Estimated potential payments if event occurred as of Dec 31, 2024 (Zehnder):
| Scenario | Cash Severance | Continued Benefits | Accelerated Equity | Total |
|---|---|---|---|---|
| Termination without cause | $912,374 | $9,334 | $1,629,544 | $2,551,252 |
| Resignation for good reason | $912,374 | $9,334 | $1,629,544 | $2,551,252 |
| Termination w/o cause in connection with CIC | $1,368,561 | $14,001 | $1,629,544 | $3,012,106 |
| Retirement, death, or disability | — | — | $1,629,544 | $1,629,544 |
Board Governance
- Board service: Director since December 21, 2017 .
- Independence: Not independent due to executive officer status; majority of the board is independent .
- Committee roles: Audit Committee (Kaushal, Chair; Dobbs; Heltz), Compensation Committee (Smokoff, Chair; Heltz; Dobbs), and Corporate Governance & Nominating (Heltz, Chair; Kaushal; Smokoff) are fully independent; Zehnder is not listed on these committees .
- Board leadership: Chairman is Randy Dobbs (independent), mitigating dual-role concerns; employee-director compensation is disclosed with NEOs rather than in director fee tables .
Performance & Track Record (Company-level context)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $138.832M | $183.008M | $224.257M |
| EBITDA | $24.028M* | $37.375M* | $42.617M* |
| Net Income | $6.222M | $10.243M | $11.265M |
*Values retrieved from S&P Global.
Compensation Governance (Peer input, policies, director pay)
- Independent compensation consultant: Arthur J. Gallagher & Co.; independence assessed, no conflicts; engaged for 2024 program design and evaluation .
- Market benchmarks: Compensation considers a sampling of similar-sized U.S. healthcare companies; no fixed benchmark set .
- Equity plan: 2024 Omnibus Plan allows RSUs, options, DSUs, SARs, etc.; Board proposed amendments in April 2025 for increased share capacity, minimum 1-year vesting, and clarified CIC vesting .
- Director compensation (for independent directors): Annual cash fee $92,000; Chair +$15,000; committee chair/member fees: Audit $25,000/$7,625; Compensation $20,000/$7,000; CG&N $15,000/$7,000; annual RSU grants typical (e.g., $115,001; Chair $130,001) . Employee directors (e.g., Zehnder) are reported as NEOs, not in director fee table .
- Indebtedness: No director or officer indebtedness to the company in 2024 .
Risk Indicators & Red Flags (as disclosed)
- Clawback policy in place (restatement-based) .
- Insider trading policy restricts hedging/pledging/margin/options trading .
- No stock option exercises by Zehnder in 2024; significant RSU vesting occurred .
- No indebtedness to the company by directors/officers in 2024 .
Investment Implications
- Alignment: Large equity exposure via in-the-money legacy options and multi-year RSU grants aligns Zehnder with shareholders; beneficial ownership of ~2.4% (including near-term exercisables) and no pledged shares reduce misalignment risk . The insider policy further restricts hedging/pledging .
- Retention: Double-trigger CIC protection (24 months base + target bonus) and accelerated equity on qualifying terminations provide substantial retention value; non-compete/non-solicit of two years enhances stickiness . Predictable three-year RSU vesting cadence supports ongoing retention through the cycle .
- Pay-for-performance: Cash bonuses tie to adjusted EBITDA and revenue growth with sizable at-risk mix; 2024 actual payout ($593k) landed between target and max, indicating performance achievement versus plan .
- Trading signals: 2024 had no option exercises, but notable RSU vesting; significant in-the-money options across 2018–2022 vintages represent latent supply that could be monetized over time (intrinsic values disclosed), warranting ongoing Form 4 monitoring for sales trends .
- Governance: Employee-director status means Zehnder is not independent; however, board committees are fully independent and chaired by independent directors, and the board chair is independent, mitigating oversight concerns .
Footnote: EBITDA values marked with an asterisk are retrieved from S&P Global.