10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

(Amendment No. 1 )

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number:

0-24260

AMEDISYS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware		11-3131700
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3854 American Way, Suite A, Baton Rouge,

70816

(Address of principal executive offices, including zip code)

(225)

292-2031

(800) 467-2662

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	AMED	The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §

240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ No ☒

The aggregate market value of the voting and

non-voting

common stock held by

non-affiliates

of the registrant, based on the last sale price as quoted by the NASDAQ Global Select Market on June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was $2.6 billion. For purposes of this determination, shares beneficially owned by executive officers, directors and ten percent stockholders have been excluded, which does not constitute a determination that such persons are affiliates.

As of April 19, 2024, the registrant had 32,676,879 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

GENERAL

Unless the context otherwise indicates or requires, references in this Amendment No. 1 to the Annual Report on Form

10-K

to “Amedisys,” “we,” “us” and “our” refer to Amedisys, Inc. and its consolidated subsidiaries.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment No. 1”) to the Annual Report on Form

10-K

(the “Original Form

10-K”)

of Amedisys, Inc. for the fiscal year ended December 31, 2023 is being filed solely for the purpose of setting forth the information required by Part III of Form

10-K.

Pursuant to rules of the Securities and Exchange Commission (the “SEC”), Part IV, Item 15 has also been amended to contain the currently dated certificates from the Company’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certificates of the Company’s principal executive officer and principal financial officer are attached to this Amendment No. 1 as Exhibits 31.3 and 31.4. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation

S-K,

paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.

Except for the changes to Part III and the filing of the required certifications added to the list of Exhibits in Part IV, the remainder of the Original

Form 10-K

is unchanged and is not reproduced in this Amendment No. 1. The Original Form

10-K

speaks as of the filing date of the Original

Form 10-K

and this Amendment No. 1 does not reflect events occurring after the filing date of the Original

Form 10-K

as to any part of the Original

Form 10-K

or modify or update the disclosures therein in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment No. 1 should be read in conjunction with the Original

Form 10-K

and the Company’s other filings with the SEC.

TABLE OF CONTENTS


Item		Page
PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance		1

ITEM 11.	Executive Compensation		10

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		43

ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		45

ITEM 14.	Principal Accountant Fees and Services		46

PART IV

ITEM 15.	Exhibits and Financial Statement Schedules		47

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Information about our Directors

The following table sets forth certain information with respect to our board of directors:


Name	Age		Served as a Director Since
Richard Ashworth		49		2023
Vickie L. Capps		62		2019
Molly J. Coye, MD		76		2019
Julie D. Klapstein		69		2016
Teresa L. Kline		65		2019
Paul B. Kusserow		62		2014
Bruce D. Perkins		70		2015
Jeffrey A. Rideout, MD		62		2016
Ivanetta Davis Samuels		55		2020

Richard Ashworth is our President and Chief Executive Officer (since April 2023). Mr. Ashworth previously served as President and CEO, and as a member of the Board of Directors, of Tivity Health since June 2020. Prior to Tivity, Mr. Ashworth was the President of Walgreen Co. from February 2020 to June 2020, where he was responsible for developing the strategies and plans for all Walgreens operations including leadership, development, and management of the business. Mr. Ashworth served as President of Operations of Walgreen Co. from November 2017 to February 2020 and as President of Pharmacy and Retail Operations from 2014 to 2017. In 2013, Mr. Ashworth also led the development and delivery of the healthcare strategy for the strategic partnership with U.K.-based Alliance Boots, which Walgreens later acquired.

Director Qualifications:

•

Extensive Knowledge of the Healthcare Industry—Mr. Ashworth is a pharmacist and has over 30 years of experience in the healthcare industry, having served in executive capacities for multiple healthcare companies.

•

Relevant Executive/Management Experience—Mr. Ashworth has held multiple senior management and executive positions in the healthcare industry.

Vickie L. Capps. Ms. Capps is currently a member of the board of directors and the audit committee chair of Janux Therapeutics, Inc., a public small-cap, pre-commercial biopharmaceutical company. She is also a member of the board of directors of Enable Injections, Inc., a private medical device company and a member of the Senior Advisory Board of Consonance Capital Partners (CCP), a healthcare focused private equity firm. She served on the board of directors of CCP’s portfolio company, Enclara Pharmacia, a provider of pharmacy services to the hospice industry, prior to its acquisition by Humana in January 2020. She previously served as Chief Financial Officer of DJO Global, Inc. from 2002 through 2013 and as a member of the boards of directors of NuVasive, Inc., a public medical device company, prior to its merger with Globus Medical, Inc. in September 2023, Otonomy, Inc., a public biotechnology company, prior to its voluntary liquidation and dissolution in March 2023, Silverback Therapeutics, Inc., a public biotechnology company, prior to its merger with ARS Pharmaceuticals, Inc. in November 2022, Synthorx, Inc., a public biotechnology company, prior to its acquisition by Sanofi in January 2020, Connecture, Inc. prior to its being taken private by Francisco Partners in April 2018, RF Surgical Systems prior to its acquisition by Medtronic in August 2015 and SenoRx, prior to its acquisition by C. R. Bard, Inc. in July 2010. She is also a member of the board of directors of the San Diego State University Research Foundation. Earlier in her career, Ms. Capps spent 10 years as an audit and accounting professional with Ernst & Young and then served as the chief financial officer of several public and private companies. Ms. Capps earned her bachelor’s degree from San Diego State University, is a California Certified Public Accountant and was recognized as a CFO of the Year honoree by the San Diego Business Journal in 2009 and 2010 and as a Director of the Year by the Corporate Directors Forum in 2022.

Director Qualifications:

•

High Level of Financial Literacy—Ms. Capps is a certified public accountant, a former chief financial officer and has been designated as our “Audit Committee Financial Expert” on our Audit Committee.

•

Extensive Knowledge of the Healthcare Industry—Ms. Capps has extensive experience in the healthcare industry, having served as chief financial officer of a medical device and service company for 11 years as well as service on numerous public and private company boards of directors in the healthcare industry.

•

Public Company Board Experience—Ms. Capps currently serves on one public company board of directors (other than Amedisys) and previously served on the boards of six other public companies.

Molly J. Coye, MD. Dr. Coye has served as Senior Advisor and Executive in Residence for AVIA, a membership network of healthcare delivery systems that provides strategic and technology selection advice regarding digital health software and devices and is the nation’s leading healthcare innovation network, since 2015. She also served as an Innovation Advisor for Evolent Health from 2018 to 2019. From 2010 to 2015, Dr. Coye was Chief Innovation Officer of the UCLA Health System (comprehensive health care organization). Dr. Coye served on the Board of Directors of Aetna, Inc. from 2005 to 2018, where she was a member of the Executive Committee, the Committee on Investment and Finance, Chair of the Committee on Medical Affairs, and a member of the board of the Aetna Foundation. Dr. Coye currently serves on the board of directors of four privately held for profit entities: Headspace Health, Curai, and SameSky Health, in addition to SFJAZZ, a nonprofit music and education organization. She previously served as Commissioner of Health for the State of New Jersey, Director of the California State Department of Health Services, Head of the Division of Public Health Practice at the Johns Hopkins School of Hygiene and Public Health, chair of the boards of PATH and the American Public Health Association, and on the boards of the American Hospital Association, the American Telemedicine Association, The California Endowment, and the China Medical Board.

Director Qualifications:

•

Innovation Expertise—Dr. Coye has extensive senior management and executive experience specialized in innovation in the healthcare industry.

•

Extensive Knowledge of the Healthcare Industry—Dr. Coye has over 40 years of experience in the healthcare industry.

•

Relevant Leadership Experience—Dr. Coye serves as Senior Advisor and Executive in Residence for AVIA and previously served as Chief Innovation Officer of the UCLA Health System, in addition to her roles as Commissioner of Health for the State of New Jersey, Director of the California State Department of Health Services, and Head of the Division of Public Health Practice at the Johns Hopkins School of Hygiene and Public Health.

Julie D. Klapstein. Ms. Klapstein was the founding Chief Executive Officer of Availity, LLC, one of the nation’s largest health information networks optimizing the automated delivery of critical business and clinical information among healthcare stakeholders. Ms. Klapstein was the Chief Executive Officer and board member of Availity for 11 years. Ms. Klapstein’s 35+ years of experience in the healthcare information technology industry include executive roles at Phycom, Inc. as Chief Executive Officer; Sunquest Information Systems (EVP); SMS’ Turnkey Systems Division (now Siemens Medical Systems); and GTE Health Systems. She currently serves on the board of directors for MultiPlan, a value-added provider of data analytics and technology-enabled cost management solutions for the healthcare industry, and Revecore Technologies, a firm specializing in underpayment and denials and complex claims for hospitals and workers compensation. Ms. Klapstein was a past director for four public boards: NextGen Healthcare, Inc., Oak Street Health, Annies, Inc. and Standard Register and has been a director for multiple private companies. Ms. Klapstein earned her bachelor’s degree from Portland State University in Portland, Oregon. She is the recipient of multiple awards for top business leadership.

Director Qualifications:

•

Extensive Knowledge of the Healthcare Industry—Ms. Klapstein has over 35 years of experience in the healthcare and healthcare technology industries, and has served in executive capacities for multiple healthcare technology companies.

•

Relevant Executive/Management Experience—Ms. Klapstein has extensive senior management and executive experience in the healthcare industry.

•

Public Company Board Experience—Ms. Klapstein has outside board experience with five public company boards of directors other than Amedisys.

Teresa L. Kline. Ms. Kline is the retired President and Chief Executive Officer of Health Alliance Plan of Michigan (“HAP”) and Executive Vice President of Henry Ford Health System (“HFHS”) where she led a financial and operational turnaround of HAP. HAP is a nonprofit health plan and a subsidiary of HFHS, a nonprofit healthcare provider. Ms. Kline’s 35+ years of experience in healthcare include executive roles at Health Care Service Corporation (Senior Vice President and Chief Health Care Management Officer), HealthSouth (Senior Vice President), CHA Health (Chief Executive Officer), United Health Group (Chief Executive Officer of UHC-

GA), OnCare (Senior Vice President) and Aetna Health Plans (Regional Vice President). Ms. Kline joined the board of Amedisys (NASDAQ: AMED) in 2019. Ms. Kline currently serves on the boards of directors of Owens & Minor (NYSE: OMI), a healthcare manufacturing, distribution and logistics company with a portfolio of products and services for patients managing chronic conditions in the home (committees: Audit, Governance); SaVida Health, an outpatient opioid use disorder treatment provider; and Presbyterian Healthcare Services, a private not-for-profit integrated healthcare system in New Mexico. Ms. Kline also serves on the board of Kalamazoo College. Previously, Ms. Kline served on the board of directors of Apria (NASDAQ: APR), a provider of integrated home healthcare equipment and related services, until it was acquired in March 2022 (committees: Audit), Intersect ENT (NASDAQ: XENT), a medical device and specialty pharmaceuticals company until it was acquired in April 2022 (committees: Governance and Compensation), Discovery Health Partners until it was acquired in May 2021, and as the Chairman of two private health care technology companies, Medecision and Availity. Ms. Kline earned her bachelor’s degree from Kalamazoo College in Kalamazoo, Michigan and her Master in Public Health degree from the University of Michigan in Ann Arbor, Michigan.

Director Qualifications:

•

Extensive Knowledge of the Healthcare Industry—Ms. Kline has over 35 years of experience in the healthcare industry.

•

Relevant Executive/Management Experience—Ms. Kline has served as President and Chief Executive Officer of HAP and Executive Vice President of HFHS in addition to executive roles at Health Care Service Corporation, HealthSouth, CHA Health, United Health Group, OnCare and Aetna Health Plans.

•

Relevant Governance Experience— Ms. Kline has outside board experience on three other public company boards of directors (other than Amedisys) in addition to two private company boards and one nonprofit board.

Paul B. Kusserow. Mr. Kusserow is our Chairman of the Board (since October 2019) and has been a member of our Board of Directors since joining our Company in December 2014. Mr. Kusserow previously served as our Chief Executive Officer (from December 2014 to April 2022 and November 2022 to April 2023) and our President from December 2014 to February 2021. Previously, he was Vice Chairman and President of Alignment Healthcare, Inc., an integrated clinical care and health plan company, from June 2014 until December 2014. From December 2013 until June 2014, Mr. Kusserow served as a consultant for Boston Consulting Group (BCG), where he advised Amedisys on corporate strategy. Before that, he served as Senior Vice President, Chief Strategy, Innovations and Corporate Development Officer of Humana, Inc., a healthcare services and benefits company, from February 2009 through December 2013. Prior to joining Humana, Inc., he was Managing Director and Chief Investment Officer of the Ziegler HealthVest Fund, a venture capital fund focused on early to mid-stage investments in healthcare services, healthcare technology and wellness; a co-founder and Managing Director of San Ysidro Capital Partners, L.L.C., an investment advisory and management firm specializing in healthcare services and technology; and Managing Partner of Roaring Mountain, L.L.C., a strategy consulting and investment management firm with large clients in healthcare services and technology. Mr. Kusserow began his healthcare career with Tenet Healthcare Corporation, one of the nation’s largest investor-owned healthcare service companies, where he spent seven years, the last four as Senior Vice President, Strategy and Tenet Ventures. He began his career as a management consultant at McKinsey & Company. He has served on many corporate and advisory boards, and currently serves on the Boards of Directors of Scion Health, PurFoods, LLC, Matrix Medical Network and Healthpilot Technologies. He previously served on the Board of Directors of Oak Street Health, Connecture, Inc., New Century Health, Inc., AxelaCare Health Solutions, Inc., Picwell, Inc. and as the Chairman of the Board of Directors of Availity Inc. and Healthsense, Inc.

Director Qualifications:

•

Extensive Knowledge of our Company’s Business—Mr. Kusserow served as our Chief Executive Officer from December 2014 to April 2022 and November 2022 to April 2023 and as our Chairman of the Board since October 2019 and also previously served as our President from December 2014 to February 2021.

•

Extensive Knowledge of the Healthcare Industry—Mr. Kusserow has over 20 years of experience in the healthcare and healthcare technology industries, and has served in executive capacities for multiple healthcare services and benefits companies.

•

Relevant Executive/Management Experience—Prior to joining our Company, Mr. Kusserow had extensive senior management and executive experience in the healthcare industry.

Bruce D. Perkins. Mr. Perkins serves as the managing member for Perkins, Smith & Associates, L.L.C. (“PSA”), MMBP Holdings, LLC and BDP Consulting, LLC. He also serves on the boards of four private companies: OncoHealth, including service as Compliance Committee Chair; Advanced Dermatology and Cosmetic Surgery; Devoted Health, Inc.; and Panoramic Health; and on the Aresenal Healthcare advisory board. Mr. Perkins serves on the audit and compliance committees for Advanced Dermatology and Cosmetic Surgery and Devoted Health, Inc. Additionally, Mr. Perkins serves as a strategic advisor for ChenMed; a senior advisor for the Marwood Group; a senior advisor for McKinsey & Company; a senior advisor for US Imaging; an advisor for CareCentrix, Inc.; and a consultant

for Devoted Health. Previously, Mr. Perkins served as a board member of Remedi SeniorCare, Athletico, LHP Hospital Group, Humana Health Plan of Puerto Rico, and was Chairman of the board of MCCI Group Holdings. From 2015 to 2019, Mr. Perkins held the role of Strategic Executive and Advisor to the Chairman and CEO of MCCI Group Holdings and its successor, Conviva Health Solutions. Mr. Perkins retired from Humana Inc. in 2014 after a thirty-eight-year career. Prior to retirement, he was the President of Healthcare Services, a $21 billion business segment which included pharmacy, home care, behavioral health, physician services, provider networks, provider administration, and clinical platforms. Before Mr. Perkins became President of Healthcare Services, he served as Regional Vice President and Divisional President for Humana health plans. Prior to Humana’s spin-off of its hospital business, Mr. Perkins held multiple hospital leadership positions including Divisional Vice President and Hospital CEO, COO, and CFO.

Director Qualifications:

•

Extensive Knowledge of the Healthcare Industry—Mr. Perkins has over 45 years of experience in the healthcare industry.

•

Relevant Executive/Leadership Experience—Mr. Perkins is the managing member for both Perkins, Smith, & Associates, L.L.C., a private healthcare consulting company, and MMBP Holdings, LLC, and previously served as the President of Humana’s Healthcare Services Segment, which had annual revenue of $21 billion. Mr. Perkins served as Regional Vice President and Divisional President for Humana health plans across multiple markets, and prior to the spin-off Humana’s hospital business, Mr. Perkins held multiple leadership positions including Divisional Vice President and hospital CEO, COO, and CFO. In each of these positions, he had full accountability for all aspects of the businesses.

•

Relevant Governance Experience—Mr. Perkins serves on the board of four private healthcare companies: Advanced Dermatology and Cosmetic Surgery, Devoted Health, Inc., Global Nephrology Solutions and Remedi SeniorCare. Mr. Perkins served as Chairman of the board of MCCI Group Holdings, served on the board of Humana Health Plan of Puerto Rico, and served as treasurer of the American Association of PPOs.

Jeffrey A. Rideout, MD, MA. Dr. Rideout is President and Chief Executive Officer of the Integrated Healthcare Association, a California statewide multi-stakeholder leadership group that promotes quality improvement, accountability and affordability of health care. He joined Integrated Healthcare Association in May of 2015. Dr. Rideout holds academic appointments with University of California, Berkeley School of Public Health and University of California Berkeley Haas School of Business (since January 2008, and previously from January 2002 to January 2004), teaching on topics related to healthcare technology, services and investment. Previously, from June 2013 until June 2015, Dr. Rideout served as the Senior Medical Advisor for Covered California, the state based insurance exchange for California, and was responsible for quality and network management and all physician and hospital relations. Dr. Rideout has also served as a Senior Advisor to GE Healthcare Ventures, focusing on new business development related to Digital Health and Digital Therapeutics, including assessing and accelerating new early stage solutions and companies. From July 2009 until June 2013, Dr. Rideout was Senior Vice President, Chief Medical Officer for The TriZetto Group, leading strategy around development and delivery of a comprehensive suite of products and services that enable payers, providers and employers to improve the cost and quality of care for consumers. Dr. Rideout also served as the global leader of the healthcare division for Cisco Systems Internet Business Solutions Group, and Cisco’s Chief Medical Officer. While at Cisco, Dr. Rideout also served as a member of the American Health Information Community (AHIC’s) Chronic Care Workgroup for the U.S. Department of Health and Human Services. Dr. Rideout was at Cisco from April 2004 to August 2007. Prior to Cisco, Dr. Rideout was President and CEO of Blue Shield of California Foundation, Chief Medical Officer and SVP for Blue Shield of California and head of Quality Management for Blue Cross of California/WellPoint. Dr. Rideout previously served on the board of directors of Broadstep Behavioral Health (formerly named Phoenix Care Systems, Inc.), a portfolio company of the Bain Capital Double Impact Fund, and MatrixCare, a provider of technology solutions for skilled nursing and senior living providers, life plan communities (CCRCs), and home health organizations, until its acquisition by ResMed in November of 2018. Dr. Rideout is currently a board member for Hope Solutions (formerly named Contra Costa Interfaith Housing), which provides permanent housing to low income families in Contra Costa County, California, is an adviser to the Bain Capital Double Impact Fund, and is a member of the California Department of Managed Health Care Financial Solvency Standards Board. Dr. Rideout completed his residency training in internal medicine at University of California, San Francisco and is a Fellow of the American College of Physicians. He received his medical degree from Harvard Medical School and his undergraduate degree from Stanford University. He also holds a master’s degree in Philosophy, Politics, and Economics from Oxford University where he studied as a Rhodes Scholar.

Director Qualifications:

•

Extensive Knowledge of the Healthcare Industry—Dr. Rideout has over 30 years of experience in the healthcare industry.

•

Relevant Executive/Leadership Experience—Dr. Rideout has extensive senior management and executive experience in the healthcare industry.

•

Relevant Governance Experience—Dr. Rideout is the current President and Chief Executive Officer of the Integrated Healthcare Association and previously held executive roles at The TriZetto Group, Cisco Systems, and Blue Shield of California.

Ivanetta Davis Samuels. Ms. Samuels has served as Senior Vice President, General Counsel and Corporate Secretary for Meharry Medical College since 2013, where she oversees all legal affairs and transactions, including litigation management, policy management, immigration services, compliance, risk management and environmental health and safety. In her capacity as General Counsel, she is a board member of Meharry-owned MMCV, Inc. She earned her Bachelor of Arts degree from Northwestern University and her law degree from Vanderbilt University, and has practiced law for more than 25 years. Ms. Samuels is a member of the Tennessee Bar Association, Nashville Bar Association, Napier-Looby Bar Association, National Association of College and University Attorneys and Association of Corporate Counsel. She is also a Tennessee Bar Foundation Fellow, recognized for her achievements and commitment to the legal profession.

Director Qualifications:

•

Extensive Knowledge of the Healthcare Industry—Ms. Samuels serves as Senior Vice President, General Counsel and Corporate Secretary for Meharry Medical College, which is an academic health sciences center comprised of a medical school, dental school, school of graduate studies and research, clinical enterprise and a health policy center.

•

Relevant Executive/Leadership Experience—In her position as Senior Vice President, General Counsel and Corporate Secretary for Meharry Medical College, Ms. Samuels oversees all legal affairs and transactions, including litigation management, policy management, immigration services, compliance, risk management and environmental health and safety.

•

Legal Expertise—Ms. Samuels has extensive senior management experience in the legal industry and has practiced law for over 25 years.

Information about our Executive Officers

The following table presents information with respect to our executive officers as of April 26, 2024:


Name	Age		Title
Richard Ashworth		49	President and Chief Executive Officer
Denise Bohnert		46	Chief Compliance Officer
Scott G. Ginn		55	Chief Operating Officer, Executive Vice President and Chief Financial Officer
Adam Holton		53	Chief People Officer
Nick Muscato		38	Chief Strategy Officer
Michael P. North		59	Chief Information Officer

Richard Ashworth is our President and Chief Executive Officer (since April 10, 2023). Additional information regarding Mr. Ashworth is provided above under “Information about our Board of Directors.”

Denise Bohnert is our Chief Compliance Officer (since September 2019). She previously served as our Deputy Compliance Officer from January 2017 to August 31, 2019. Ms. Bohnert is responsible for managing and overseeing the compliance program, which is designed to promote ethical practices and compliance with state and federal healthcare laws and regulations. Ms. Bohnert also identifies potential compliance vulnerability and risks within the organization. Ms. Bohnert has over 18 years’ experience in healthcare and compliance. Before joining Amedisys in January 2017, Ms. Bohnert served as the Compliance Officer for Signature Healthcare in Louisville, Kentucky from January 2015 to December 2016, a skilled nursing facility and home health company. Ms. Bohnert was responsible for overseeing the compliance program which included the creation of regulatory policies and procedures, a compliance investigation structure and a staff of compliance professionals. From 2003 to December 2014, Ms. Bohnert worked at Kindred Healthcare in a variety of compliance and regulatory functions including Division Vice President of Risk and Compliance, Director of HIPAA Compliance (Privacy) and Risk Manager. Ms. Bohnert is both a registered nurse and licensed attorney earning her Bachelor of Science in Nursing from Indiana State University (Magna Cum Laude) and her Juris Doctor from Indiana University - Indianapolis. Ms. Bohnert also holds a Certification in Healthcare Compliance (CHC).

Scott G. Ginn is our Chief Operating Officer (since November 2022), Executive Vice President (since February 2021) and Chief Financial Officer (since October 2017). He previously served as Chief Accounting Officer from February 2017 to October 2017, Senior Vice President of Finance and Accounting from October 2015 to February 2017 and Senior Vice President of Accounting and Controller from April 2007 to October 2015. Prior to joining the Company, he was a Director at Postlethwaite & Netterville, a professional accounting corporation. Mr. Ginn is a Certified Public Accountant.

Adam Holton is our Chief People Officer (since September 2022). He previously served as the Chief Human Resources Officer at Numotion, an organization dedicated to improving the lives of people with disabilities, from 2019 to 2022, and as Senior Vice President Human Resources for USAA from 2017 to 2019. He also served as Chief Human Resources Officer at CHS, Inc, a Fortune 100 diversified global agribusiness cooperative that creates connections to empower agriculture, from 2014 to 2017. Mr. Holton has also held several Human Resources leadership positions with General Electric and Bank One. Mr. Holton graduated from the United States Naval Academy and served in the United States Marine Corps as an Infantry Officer.

Nick Muscato is our Chief Strategy Officer (since April 2022) and oversees the Company’s Investor Relations, Treasury, Corporate Strategy, Data & Analytics, Managed Care and Strategic Investment functions. Mr. Muscato joined the company in March of 2015 in a Corporate Strategy role, helping to refine and craft the strategic plan for the company and leading the annual strategic review process. During his time at Amedisys, he has assumed additional responsibilities within the Finance organization, including leading the Company’s Investor Relations, Treasury and Analytics functions and assisting with the non-core investment activity focused on future and new business offerings. Prior to joining Amedisys, Mr. Muscato spent eight years as a member of Humana’s Strategy and Corporate Development team. During his time at Humana, Mr. Muscato led deal teams closing over $2.5 billion worth of transactions. These deals spanned multiple sectors including: Medicare Advantage Health Plan, Health Care IT assets, Home Care and Home Care service, Primary Care Physician Practices, Management Service Organizations and Data and Analytics assets. Along with his M&A experience, Mr. Muscato was the Lead Investment Partner for Humana’s venture investing arm as well as overseeing Humana’s “Humana at Home” acquisition platform build out. Mr. Muscato also worked on both the Humana corporate strategy and M&A strategy development teams. Mr. Muscato received his undergraduate degrees in Finance and Operations from Indiana University. He also received his Master of Business Administration from the University of Louisville.

Michael P. North is our Chief Information Officer (since November 2016) and previously served as our Senior Vice President of Operations (from May 11, 2015 to November 3, 2016). Mr. North, a seasoned IT executive, led Amedisys’ successful conversion to the Homecare Homebase platform and plays a significant role in the integration of our acquisitions. Before Amedisys, he served as the Director of Corporate Development Integrations for Humana from May 2006 to May 2015. His senior level responsibilities included all IT and operational integrations for acquisitions. Prior to that, Mr. North served as the Director of IT Support with Kindred Healthcare from October 1999 to May 2006.

Corporate Governance

Board Composition—Independence and Diversity

All of our directors are independent, except for Richard Ashworth, our President and Chief Executive Officer, and Paul B. Kusserow, our former Chief Executive Officer and our current Chairman of the Board. In addition, all five of our Board committees are comprised entirely of independent directors. We are also committed to having a diverse Board of Directors. Women currently comprise over half of the directors on our Board, and in December 2020, we expanded the Board to add a woman of color. In addition, the Chairs of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are women.

LOGO


Board Diversity Matrix (as of April 26, 2024)
Board Size:
Total Number of Directors: 9


Gender:	Female		Male		Non-Binary		Gender Undisclosed
Number of Directors Based on Gender Identity		5		3		0		0
Number of Directors Who Identify in Any of the Categories Below:
African American or Black		1		0		0		0
Alaskan Native or American Indian		0		0		0		0
Asian		0		0		0		0
Hispanic or Latinx		0		0		0		0
Native Hawaiian or Pacific Islander		0		0		0		0
White		4		3		0		0
Two or More Races or Ethnicities		0		0		0		0
LGBTQ+		0
Demographic Background Undisclosed		1

Board Committees

Audit Committee

The Audit Committee’s responsibilities are set forth in its charter, a copy of which appears on the “Investors” subpage of our website, (www.amedisys.com) under the link “Governance.” The Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act, and its responsibilities include hiring and supervising the work of our registered independent public accountants and our Senior Vice President of Assurance Services (who manages our Internal Audit Department), overseeing our financial reporting process, internal controls and legal and regulatory compliance and pre-approving all audit and non-audit services to be provided by independent auditors.

The Audit Committee is currently comprised of Vickie L. Capps (Chair), Teresa L. Kline and Bruce D. Perkins. Our Board of Directors has determined that each member of the Audit Committee also meets the definition of an “independent director” as defined by Rule 10A-3 under the Exchange Act and that Ms. Capps qualifies as an “audit committee financial expert,” as defined by Item 407(d)(5) of SEC Regulation S-K, and as a “financially sophisticated audit committee member” under NASDAQ Listing Rule 5605(c)(2)(A). This determination is based on the fact that Ms. Capps is a former chief financial officer, a certified public accountant and has experience serving as a member and chairperson of several public company audit committees. In addition, our Board of Directors has determined that all of the members of the Audit Committee are financially literate.

Compensation Committee

The Compensation Committee reviews and acts on compensation levels and benefit plans for our executive officers, approves director compensation, approves and evaluates the Company’s equity compensation plans, approves the issuance of stock options, nonvested stock, restricted stock, restricted stock units and other equity-based awards under our equity compensation plans and has the sole authority to retain, and has retained, compensation consultants to advise the Compensation Committee with respect to executive officer and director compensation. It also provides assistance to our Board of Directors in the annual evaluation of our Chief Executive Officer. The Compensation Committee is currently comprised of Teresa L. Kline (Chair), Vickie L. Capps, Julie D. Klapstein and Jeffrey A. Rideout, MD. Our Board of Directors has determined that each member of the Compensation Committee meets the definition of an “outside director” as defined by regulations promulgated pursuant to Section 162(m) of the Internal Revenue Code (to the extent such Code section applies to our compensation practices) and is a “non-employee director” as defined in the SEC’s Rule 16b-3. The Compensation Committee may not delegate any of its authority with respect to approving the compensation (including equity-based compensation) of our directors and executive officers. The Compensation Committee may delegate its authority to approve awards of equity-based compensation to persons other than our directors and executive officers to our Chief Executive Officer. A copy of the Compensation Committee’s charter appears on the “Investors” subpage of our website (www.amedisys.com) under the link “Governance.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies and evaluates individuals qualified to become members of the Board of Directors and recommends to our Board of Directors all nominees for election to our Board of Directors. The Nominating and Corporate Governance Committee also provides assistance to our Board of Directors in the annual evaluations of our Board of Directors and its Committees, the review and consideration of corporate governance practices and ongoing board governance education. The Nominating and Corporate Governance Committee also prepares the slate of chairs and members for each of the Board’s standing committees. The Nominating and Corporate Governance Committee is comprised of Molly J. Coye, MD (Chair), Teresa L. Kline, Ivanetta Davis Samuels and Julie D. Klapstein (ex officio). A copy of the Nominating and Corporate Governance Committee’s charter appears on the “Investors” subpage of our website (www.amedisys.com), under the link “Governance.”

Quality of Care Committee

The Quality of Care Committee is currently comprised of Jeffrey A. Rideout, MD (Chair), Molly J. Coye, MD, Julie D. Klapstein and Ivanetta Davis Samuels. The dual purposes of the Quality of Care Committee are to (i) assist our Board of Directors in fulfilling its oversight responsibilities relating to the review of our policies and procedures in connection with the delivery of quality medical care to patients and patient safety and (ii) assist our Board of Directors and our management in promoting a “culture of quality” throughout our Company. A copy of the Quality of Care Committee’s charter appears on the “Investors” subpage of our website (www.amedisys.com), under the link “Governance.”

Compliance and Ethics Committee

The Compliance and Ethics Committee is currently comprised of Bruce D. Perkins (Chair), Molly J. Coye, MD, Jeffrey A. Rideout, MD, and Ivanetta Davis Samuels. Mr. Perkins has been deemed to have significant familiarity and experience with Medicare compliance due to his over 45 years of executive and senior management-level employment experience in the healthcare industry. The dual purposes of the Compliance and Ethics Committee are to (i) assist the Board in fulfilling its oversight responsibilities relating to (a) the compliance by the Company with all legal requirements to which it is subject, including specifically all federal and state health care laws and regulations to which it is subject, all fraud and abuse laws and all applicable Medicare program requirements, (b) the design, implementation and execution of the Company’s Compliance and Ethics Program, (c) the activities of the Chief Compliance Officer and the operation of the Company’s Compliance Department, and (d) matters relating to the Company’s Corporate Compliance Plan and Code of Ethical Business Conduct; and (ii) assist the Board and Company management in establishing an appropriate “tone at the top” and promoting a strong “culture of compliance” throughout the Company, while also recognizing that other Board committees assist the Board in fulfilling its oversight responsibilities relating to various areas of legal and regulatory compliance. A copy of the Compliance and Ethics Committee’s charter appears on the “Investors” subpage of our website (www.amedisys.com), under the link “Governance.”

Stockholder Recommendation of Nominees

Pursuant to our Corporate Governance Guidelines, stockholders may recommend a nominee for consideration by the Nominating and Corporate Governance Committee of our Board by sending the following information to our Corporate Secretary, at 3854 American Way, Suite A, Baton Rouge, Louisiana 70816, who will forward the information to the Chairman of the Nominating and Corporate Governance Committee:

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Name, mailing address and telephone number of the stockholder;

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The proposed nominee’s name, mailing address and telephone number;

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A statement whether the proposed nominee knows that his or her name is being suggested by the stockholder, and whether he or she has consented to being suggested and is willing to serve;

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The proposed nominee’s résumé or other description of his or her background and experience;

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The proposed nominee’s relationship to the stockholder; and

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The stockholder’s reasons for proposing that the individual be considered.

The Nominating and Corporate Governance Committee will solicit and receive recommendations for candidates to fill any Board vacancies and will review the qualifications of potential director candidates. The Nominating and Corporate Governance Committee will present any recommended candidates to the full Board for consideration. Stockholders may also nominate directors for election to our Board of Directors.

Code of Conduct

Our Board of Directors has adopted a Code of Conduct that is applicable to all our directors, executive officers and employees. The Code of Conduct is available on the “Investors” subpage of our website (www.amedisys.com) under the link “Governance.” The purpose of the Code of Conduct is to, among other things, deter wrongdoing and promote: honest and ethical conduct; full, fair, accurate, timely and understandable disclosure in our filings with the SEC and in public communications; compliance with applicable laws, rules and regulations; the prompt internal reporting of violations; and accountability.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of our common stock to file reports of ownership and changes of ownership with the SEC. Copies of all filed reports are required to be furnished to us. Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us during and with respect to 2023, as well as written representations by our directors and executive officers, we believe that each such person filed, on a timely basis, the reports required by Section 16(a) of the Exchange Act with respect to 2023 except for one Form 4 for Paul B. Kusserow to report the withholding of shares to satisfy tax withholding obligations upon the vesting of restricted stock units.

Item 11.

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) outlines our executive compensation philosophy, objectives and processes. It explains the decision making process used by the Compensation Committee of our Board of Directors (the “Compensation Committee”), the reasoning behind our executive compensation program, and, more specifically, the actions the Compensation Committee took related to the compensation of our “Named Executive Officers,” as defined under the SEC’s executive compensation disclosure rules.

Effective April 10, 2023, our Board of Directors appointed Richard Ashworth to serve as our President and Chief Executive Officer and elected Mr. Ashworth as a director. Paul B. Kusserow ceased serving as Chief Executive Officer effective on April 10, 2023 but continues to serve as our Chairman of the Board.

Accordingly, our Named Executive Officers for 2023 are as follows:

•

Richard Ashworth—Chief Executive Officer (effective April 10, 2023);

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Paul B. Kusserow—former Chief Executive Officer (until April 10, 2023) and Chairman of the Board;

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Scott G. Ginn—Chief Operating Officer, Executive Vice President and Chief Financial Officer;

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Michael P. North—Chief Information Officer;

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Nick Muscato—Chief Strategy Officer; and

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Denise Bohnert—Chief Compliance Officer.

Executive Summary

Key 2023 Events and Compensation Highlights

•

Pending Merger with UnitedHealth Group: On June 26, 2023, Amedisys, UnitedHealth Group Incorporated, a Delaware corporation (“UnitedHealth Group”), and Aurora Holdings Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of UnitedHealth Group (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Amedisys with Amedisys continuing as the surviving corporation and becoming a wholly owned subsidiary of UnitedHealth Group (the “Merger”). The Merger is subject to a number of conditions to closing as specified in the Merger Agreement.

•

Retention Compensation in Connection with Pending Merger:

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Retention Equity Awards Granted to Messrs. Ashworth and Ginn: On June 26, 2023, the Compensation Committee approved one-time equity award grants of time-based restricted stock units (“RSUs”) that vest ratably over three years to Mr. Ashworth, with a $2.5 million grant date value, and to Mr. Ginn, with a $1.5 million grant date value, in exchange for Messrs. Ashworth and Ginn agreeing not to resign their employment with UnitedHealth Group for Good Reason (as defined in the CEO Severance Plan (for Mr. Ashworth), the Executive Severance Plan (for Mr. Ginn) and the 2018 Omnibus Incentive Compensation Plan) due to a material diminution of their authority, responsibilities or duties during the six-month period following the effective time of the Merger (the “Effective Time”).

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Cash Retention Awards Granted to Mr. Muscato and Ms. Bohnert: In connection with entering into the Merger Agreement, the Compensation Committee approved cash retention awards to Mr. Muscato ($250,000, which was increased to $400,000 in August 2023 as discussed below) and Ms. Bohnert ($150,000). One-fourth of the retention awards was paid at the time of grant, another 1/4 of the awards will be paid upon the closing of the

Merger, and the remaining 1/2 of the awards will be paid six months after the closing of the Merger, subject to continued employment on each such date. If the closing of the Merger occurs after September 26, 2024, then the amount of the retention awards will increase by 20%. If Mr. Muscato or Ms. Bohnert is terminated without cause prior to the final payment date, all remaining amounts will be payable to such executive at his or her termination date.

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Increase in Salary and Retention Compensation for Mr. Muscato: On August 2, 2023, the Compensation Committee (1) increased Mr. Muscato’s base salary from $400,000 to $425,000 and (2) increased Mr. Muscato’s merger-related retention award from $250,000 to $400,000.

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Target (100%) Payout for Short-Term Incentive (Cash Bonus) Program for 2023 and Performance-Based RSUs Earned Above Target Based on 2023 Net Income (Loss) Attributable to Amedisys, Inc. Before Net Interest Expense, Provision for Income Taxes and Depreciation and Amortization, Excluding Certain Items (“Adjusted EBITDA”) (Subject to Adjustment Up or Down Based on 3-Year Total Shareholder Return (“TSR”)):

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Short-Term Incentive (Cash Bonus) Payout of 100% of Target for 2023: The Named Executive Officers earned 100% of their respective target bonus amounts for 2023 based on 2023 Adjusted EBITDA performance above the target level of performance, resulting in the collective 2023 short-term incentive plan paying out at the target (100%) level pursuant to the terms of the Merger Agreement. Additional information on this topic appears under the heading “Details of our 2023 Executive Compensation Program—2023 Annual Performance-Based Incentive Compensation (Cash Bonuses).”

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127.23% of Performance-Based RSUs Earned Based on 2023 Adjusted EBITDA Performance: Adjusted EBITDA for 2023 fell between the target and stretch (maximum) level of performance, resulting in 127.23% of the target number of performance-based RSUs being earned based on the 2023 financial performance measure. The number of performance-based RSUs that were earned based on achievement of the 2023 adjusted EBITDA measure at 127.23% will be adjusted upward or downward (from 75% to 125% of the number of performance-based RSUs that were earned based on achievement of 2023 adjusted EBITDA) based on the Company’s three-year relative TSR. Such performance-based RSUs will cliff vest after the end of the three-year performance period ending December 31, 2025 (subject to a maximum of 200% of the target number of performance-based RSUs). Pursuant to the terms of the Merger Agreement, each Amedisys performance-based RSU award held by Amedisys employees will be converted into an equivalent RSU award of UnitedHealth Group based on the exchange ratio asset forth in the Merger Agreement, assuming achievement at the target level of performance with respect to any Amedisys performance-based RSU for which the level of performance-vesting has not yet been determined as of the Effective Time. Additional information on this topic appears under the heading “Details of our 2023 Executive Compensation Program—2023 Long-Term Incentives (Equity-Based Compensation).”

•

Appointment of Mr. Ashworth as Chief Executive Officer: In connection with Mr. Ashworth’s appointment as our President and Chief Executive Officer, effective on April 10, 2023, the Compensation Committee approved the following compensation terms for Mr. Ashworth:

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an annual base salary of $1,000,000;

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participation in the Company’s annual incentive (cash bonus) plan, with a target bonus of 100% of base salary;

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an annual equity award grant valued at $5 million, comprised of a mix of time-based stock options (25%) that vest ratably over three years, time-based restricted stock units (25%) that vest ratably over three years, and performance-based restricted stock units (50%) that vest based on achievement of an identified performance measure for 2023, subject to modification based on the Company’s relative TSR over a three-year performance period;

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a one-time equity award grant valued at $2.5 million, comprised of time-based restricted stock units that vest 100% one year from the date of grant;

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a one-time equity award grant valued at $5 million, comprised of performance-based restricted stock units that vest 100% on the fifth anniversary of the date of grant if the specified performance condition, tied to performance over the first three years after the date of grant, is met (with a payout of 50% to 300% of the number of restricted stock units granted, depending on the level of performance achieved once a threshold level of performance is met); and

•

a one-time cash payment of $250,000 for relocation and other related expenses.

Other than the one-time equity awards granted to Mr. Ashworth in connection with his start date and the Company’s payment of Mr. Ashworth’s relocation expenses, the structure of Mr. Ashworth’s compensation will align with our executive officer compensation practices and policies discussed elsewhere in this CD&A.

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Mr. Kusserow’s 2023 Compensation: Mr. Kusserow received his annual base salary of $900,000 through May 17, 2023 as he transitioned the Chief Executive Officer role to Mr. Ashworth. Effective May 18, 2023, Mr. Kusserow no longer received his base salary and once again received compensation for his service as Chairman of the Board, which consists of the annual retainer for service on the Board of $100,000 and an additional annual retainer payable to the Chairman of the Board in the amount of $100,000. In addition, Mr. Kusserow received a one-time payment of $50,000 for transition services related to Contessa. On January 2, 2023, Mr. Kusserow received an equity award comprised of 41,313 time-based RSUs, which vested on April 10, 2023, when he ceased serving as Chief Executive Officer. Mr. Kusserow did not receive the 2023 non-employee director annual equity award valued at $150,000 that was granted to the Company’s non-employee directors on May 3, 2023, but he will be eligible to receive the non-employee director annual equity award beginning in 2024 (so long as Mr. Kusserow continues to serve as a non-employee director at such time).

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Clawback Policy: In November 2023, we adopted a clawback policy (the “Clawback Policy”), in compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards, which covers our current and former officers subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all of our Named Executive Officers. Under the Clawback Policy, if there is a restatement of our financial results, the Company will recover erroneously awarded incentive compensation from such officers during a three-year look back period.

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In addition, in the first quarter of 2024, in accordance with the terms of the Merger Agreement, the Compensation Committee:

•

approved the 2024 short-term incentive compensation (cash bonus) plan based on three performance measures: a financial measure of adjusted EBITDA, weighted at 55%, a growth (revenue) measure, weighted at 20%, and a quality measure, weighted at 25%; and

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granted time-based RSUs to the Named Executive Officers on February 16, 2024, which vest ratably over four years from the date of grant.

See “2024 Executive Compensation Decisions” below in this CD&A for additional information on the compensation decisions made in early 2024.

Business Overview

In 2023, we had the great honor of caring for over 469,000 patients, making more than 10.6 million visits. Other major accomplishments in 2023 included:

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Maintained the highest Quality of Patient Care star score in the Home Health industry in the Home Health Compare (“HHC”) April 2024 preview of 4.35 stars, with 96% of our care centers at 4+ Stars and 36 care centers rated at 5 stars;

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Our Patient Satisfaction star average for the April 2024 HHC preview was 3.72, outperforming the industry average;

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Outperformed the industry on all Hospice Item Set (“HIS”) measures again in 2023; and

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Home Health same store total admissions grew 6%.

2023 Company Performance Highlights

In addition to execution on our strategic priorities and high scores for patient quality outlined above, in 2023:

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Net service revenue increased to $2,236.4 in 2023 compared to $2,223.2 million in 2022;

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We achieved above the target level of performance for the adjusted EBITDA performance measure, between the threshold and target level of performance for the growth (revenue) performance measure, below the threshold level for half of the quality performance measure and between the target and stretch (maximum) level for the other half of the quality performance measure, and below the threshold level for the people performance measure (all performance goals are defined more fully on pages 19-20); and

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We generated $137 million in cash flow from operations.

2023 Say on Pay Vote Results

As part of the Compensation Committee’s efforts to ensure that the interests of our Named Executive Officers are aligned with those of our stockholders, the Compensation Committee considers the results of the Company’s prior stockholder advisory votes on executive compensation. Our most recent Say on Pay vote was held in 2023 and yielded an approval by 87.8% of the votes cast. Based on this high level of support, we did not make any additional changes to the overall structure of our compensation program in 2023 as a result of any specific feedback from stockholders.

Our Compensation and Governance Practices & Policies

We believe the following practices and policies promote sound compensation governance and are in the best interests of our stockholders and executives:


What We Do		What We Do Not Do

✓	Heavy emphasis on performance-based variable compensation	X	No significant perquisites

✓	Majority of long-term incentive awards are performance-based (other than 2024 grants per the Merger Agreement)	X	No “single-trigger” termination payments upon a change in control

✓	Align performance measures with business objectives	X	No hedging of Company stock

✓	Limit the amounts of variable compensation that may be earned (2x cap on annual short-term incentive (cash bonus) and cap of 2x target shares for performance-based RSUs other than Mr. Ashworth’s one-time performance-based RSU award, which has a 3x cap)	X	No guaranteed salary increases

✓	Robust stock ownership guidelines for executive officers and directors (6x base salary for our Chief Executive Officer; 3x base salary for our other executive officers; and 6x annual base retainer for our non-employee directors)	X	No discretionary bonuses

✓	“Double-trigger” termination payments upon a change in control	X	No pledging of Company stock (other than for Mr. Kusserow pursuant to a one-time waiver of this policy granted by the Board in 2018 solely with respect to Mr. Kusserow)

✓	Compensation Committee comprised solely of independent directors	X	No employment agreements

✓	Independent compensation consultant	X	No tax gross-ups on termination payments following a change in control

✓	Regular risk assessments	X	No repricing or backdating stock options without stockholder approval

✓	Clawback policy applicable to our Section 16 officers	X	No evergreen provision in equity incentive plan

Overview of our Executive Compensation Program

Our executive compensation program consists of:

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Base salary set with reference to competitive market levels;

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Annual performance-based incentives (cash bonuses) that are in line with competitive practices;

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Long-term incentives that are materially performance-based (other than the 2024 grants per terms of the Merger Agreement);

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Severance, as applicable; and

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Retirement, health and welfare benefits consistent with those provided to all employees.

During the first fiscal quarter of each year, the Compensation Committee (i) establishes the performance measures under our current year cash bonus and long-term (equity-based) incentive compensation plans, as applicable, and (ii) determines whether the performance conditions for recently-completed performance periods have been satisfied. The Compensation Committee reviews executive officer compensation throughout the year to determine whether there are going to be any base salary adjustments for, or grants of, long-term incentive equity awards to our executive officers.

Compensation Philosophy and Objectives

Our compensation philosophy, which extends to all employees including our Named Executive Officers, is designed to align employee and stockholder interests. Our objective is to pay fairly based upon the employee’s position, experience and performance. Employees may be rewarded through additional compensation, for example, in the form of a cash bonus or equity, when we meet or exceed targeted business objectives. Certain employees are also eligible to receive incentive compensation based on both individual and/or Company performance.

Our approach to annual compensation for our executive officers aligns with competitive norms while reflecting our pay for performance philosophy and motivating our executives to continued achievement of business objectives and stockholder value creation. Our executive officer compensation approach includes:

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the review of executive salaries annually but only making adjustments periodically, based on performance or change in role and other factors, and not automatically on an annual basis;

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balancing the performance measures for our short-term incentives (cash bonus) across corporate financial and corporate strategic measures that are critical to long-term success in the healthcare industry: quality of care to our patients and the retention and engagement of our people;

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a scaled payout of short-term incentives (cash bonus) at 50%-200% of target depending on actual level of performance achieved compared to threshold, target, and maximum levels of performance objectives;

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at least 50% of long-term incentives are in the form of performance-based equity (other than the 2024 grants pursuant to the Merger Agreement);

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a scaled payout of performance-based restricted stock units at 50%-200% of target depending on actual level of performance achieved for our annual equity awards; and

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tying 100% of executive incentive payouts to achievement of corporate-level performance objectives within metrics we believe contribute to stockholder value creation.

The objectives of our compensation philosophy are described below:

•

Stockholder-aligned. Our Named Executive Officers have most of their incentive compensation aligned with our Company’s overall financial performance through cash bonus programs and equity grants, the value of which is directly tied to change in share value.

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Performance-based. Our Named Executive Officers’ annual incentive compensation is linked to the Company’s overall performance.

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Market-driven. We structure our compensation programs to be competitive in the total compensation that they offer.

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Focused on the individual. We design our incentive compensation programs to attract, motivate and retain our Named Executive Officers.

Compensation Administration

Role of the Compensation Committee. The Compensation Committee is responsible for the review and approval of all aspects of our executive compensation program and makes all decisions regarding the compensation of our executive officers. These responsibilities include:

•

Review and approval of corporate long-term and short-term incentive goals and objectives relevant to executive compensation;

•

Evaluation of the performance of our Chief Executive Officer and review of our Chief Executive Officer’s evaluation of the performance of our other executive officers;

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Evaluation of the competitiveness of the total compensation package for our executive officers;

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Evaluation and approval of executive officer employment, severance and change-in-control agreements, including any amendments thereto, and any title change for any executive officer; and

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Approval of any changes to the total compensation package for our executive officers, including but not limited to changes to benefits, base salary, annual cash incentive and long-term equity incentive award opportunities and retention programs.

Additional information regarding the Compensation Committee’s responsibilities is set forth in its charter, a copy of which appears on the “Investors” subpage of our website (www.amedisys.com) under the link “Governance.” Information from this website is not incorporated by reference into this Amendment No. 1.

Role of Independent Compensation Consultants. The Compensation Committee has the authority to retain experts to assist the Compensation Committee in fulfilling its duties. In 2023, the Compensation Committee retained Pay Governance as its compensation consultant (the “Consultant”). In 2023, the Consultant provided the following consulting services to the Compensation Committee:

•

Provided advice and analysis with respect to the compensation paid to Mr. Ashworth upon his appointment as Chief Executive Officer.

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Provided compensation benchmarking information for our Chief Executive Officer position and our executive officer positions that report directly to our Chief Executive Officer.

•

Provided analysis and advice regarding the compensation peer group used for providing market pay program, levels, and design information.

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Provided analysis and support in relation to the Compensation Committee’s review and discussion of our compensation philosophy and strategy for delivering short and long-term incentives.

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Reviewed and provided observations on our executive compensation practices in relation to those of our peers and industry comparators.

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Provided advice and analysis regarding the calculations and presentation of the Company’s pay versus performance disclosure in the Company’s 2023 proxy statement.

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Provided advice and analysis regarding the calculation of the Company’s CEO to median employee pay ratio.

•

Provided compensation benchmarking information for our non-executive directors.

•

Provided analysis and advice regarding the Company’s share usage (“run rate”) and dilution (“overhang”) in connection with the Compensation Committee’s ongoing review of the Company’s equity compensation program.

•

Provided updates regarding compensation-related issues, trends and regulatory changes.

Because the Consultant did not and does not provide any non-compensation related services to our Company and based on a review of the Consultant’s engagement in relation to the SEC’s guidance on factors to assess in relation to consultant independence, we believe that the Consultant is and was independent of management and provides and provided the Compensation Committee with objective advice. The Compensation Committee retained the Consultant directly, although in carrying out assignments, the Consultant also interacted in certain capacities with our management-level employees. All such assignments are approved by the Chair of the Compensation Committee.

Role of the Chief Executive Officer and Chairman of the Board. In the course of deliberating certain 2023 compensation decisions for our Named Executive Officers, the Compensation Committee took into account the recommendations of Mr. Ashworth and Mr. Kusserow, as applicable, each of whom served as Chief Executive Officer during a portion of 2023, regarding the compensation of our other executive officers, based upon their respective assessment of each executive officer’s individual role, retention considerations and market factors. The Compensation Committee reviewed these recommendations before making its decision. While the Compensation Committee requested our Chief Executive Officer to be present at certain Committee meetings when executive compensation was discussed, neither Mr. Ashworth nor Mr. Kusserow played any role in the Compensation Committee’s deliberation of matters impacting his own compensation, and only Compensation Committee members are permitted to vote on matters related to executive officer compensation.

Review of Peer Group, Industry and Survey Data

The peer group used for benchmarking executive officer compensation and non-employee director compensation and compensation design for the first half of 2023 consisted of the following companies:


		• Acadia Healthcare Company, Inc.		• LHC Group, Inc.

		• agilon health, inc.		• ModivCare Inc.

		• AMN Healthcare Services, Inc.		• National HealthCare Corporation

		• Brookdale Senior Living Inc.		• Oak Street Health, Inc.

		• Cano Health, Inc.		• Option Care Health, Inc.

		• Chemed Corporation		• Pediatrix Medical Group, Inc.

		• DaVita Inc.		• Select Medical Holdings Corporation

		• Encompass Health Corporation		• The Ensign Group, Inc.

		• Enhabit, Inc.

In early August 2023, the Compensation Committee reviewed the composition of the peer group with the Consultant and approved the following peer group for benchmarking executive officer compensation and non-employee director compensation and compensation design for the remainder of 2023:


		• Acadia Healthcare Company, Inc.		• LHC Group, Inc.

		• agilon health, inc.		• ModivCare Inc.

		• AMN Healthcare Services, Inc.		• National HealthCare Corporation

		• Brookdale Senior Living Inc.		• Oak Street Health, Inc.

		• Cano Health, Inc.		• Option Care Health, Inc.

		• Chemed Corporation		• Pediatrix Medical Group, Inc.

		• Encompass Health Corporation		• Select Medical Holdings Corporation

		• Enhabit, Inc.		• The Ensign Group, Inc.

The new peer group removes DaVita Inc. due to its size, based on revenue and market capitalization, relative to Amedisys and our other peer group companies. The Consultant has used the following guidelines in recommending a peer group to the Compensation Committee: (a) primarily included healthcare services and healthcare facilities, (b) similarly-sized based on revenue and market capitalization, and (c) comparable business operations, primarily focusing on home health, hospice and personal care, but also dialysis, ambulatory services, rehabilitation facilities, diagnostic laboratories and healthcare staffing companies.

Evaluating the Overall Competitiveness and Reasonableness of our 2023 Incentive Compensation Program. Based on its review of the information described above, the Compensation Committee determined that the components of our 2023 Named Executive Officer compensation program were reasonable.

While the Compensation Committee generally considers available peer group, industry and survey data to be helpful in understanding how our compensation levels compare to other companies, peer group, industry and survey data are only one factor that the Compensation Committee may consider in making its decisions regarding executive compensation. For example, the Compensation Committee also considers the alignment of our then-current compensation practices with our compensation philosophy, program structure, retention and succession goals and other factors (such as the integration of large acquisitions) before making compensation decisions.

Level of Compensation. In determining how each executive officer’s total compensation package is allocated among these components, the Compensation Committee emphasizes the components that reward the accomplishment of business objectives and create stockholder value. Concurrently, the Compensation Committee believes it is appropriate to provide our executive officers with a reasonable level of guaranteed compensation through base salary and benefits, together with significant opportunity for additional compensation through annual and long-term incentives that align executive rewards with company performance and stockholder returns. Generally, if targeted performance levels are not achieved, our executive officers’ total actual compensation is likely to be at or below the median of comparable positions at similarly-sized public companies in our industry. Alternatively, if the targeted performance levels are exceeded, our executive officers’ total actual compensation is likely to be above the median of comparable positions at similarly-sized public companies in our industry.

Mix of Pay. Our Named Executive Officers have a significant percentage of their total compensation in the form of long-term incentives. The Compensation Committee believes this is appropriate because of the direct influence that these officers have on our long-term financial performance. Generally, the majority of the total targeted annual compensation for our Named Executive Officers, is “at risk,” i.e., variable based on Company performance, to assure alignment with stockholder interests.

Details of our 2023 Executive Compensation Program

Base Salaries

We target our executive officers’ base salaries to be competitive when compared to the salary levels of persons holding similar positions at similarly-sized public companies in the healthcare services and facilities sectors. The Compensation Committee also considers each executive officer’s respective responsibilities, experience, expertise and individual performance when setting base salaries.

Base salaries for our Named Executive Officers in 2022 and 2023 were as follows:


Named Executive Officer	2022 Salary			2023 Salary			% Change
Richard Ashworth	$	—		$	1,000,000			—	%
Paul B. Kusserow	$	900,000	⁽¹⁾	$	900,000	⁽¹⁾		—	%
Scott G. Ginn	$	675,000		$	675,000			—	%
Michael P. North	$	400,000		$	425,000			6	%
Nick Muscato	$	400,000		$	425,000	⁽²⁾		6	%
Denise Bohnert	$	375,000		$	400,000			7	%

(1)

Represents Mr. Kusserow’s annualized base salary for the portions of 2022 and 2023 in which Mr. Kusserow served as Chief Executive Officer. Mr. Kusserow did not receive a salary during his term as solely Chairman of our Board of Directors, and instead received a cash retainer for such service. See “Director Compensation” for additional information.

(2)	Effective August 2, 2023.

2023 Annual Performance-Based Incentive Compensation (Cash Bonuses)

As part of our executive compensation program, the Compensation Committee establishes annual incentive compensation performance measures for our executive officers, which performance measures are premised on our Company’s achievement of pre-determined financial or operational goals. Mr. Kusserow did not participate in the 2023 short-term incentive (cash bonus) program.

2023 target incentive opportunities were set based on our Company’s historical practices and the Compensation Committee’s desire to provide a meaningful award for achieving outstanding performance. For 2023, the annual short-term incentive (cash bonus) compensation thresholds, targets and stretch/maximums were as follows (the Committee uses linearly interpolation to determine payouts in between performance levels listed below):


Performance Measure	Metric Weighting			Threshold			Target			Stretch/ Maximum			Actual Performance			% of Target Achievement			Weighted Payout (% of Target Achievement Metric Weighting)
Adjusted EBITDA**		40	%	$	216.2 Million		$	240.2 Million		$	264.2 Million		$	247.0 Million			127	%		50.89	%
Revenue Growth⁽¹⁾⁽²⁾		20	%	$	2,215.4 Million		$	2,260.6 Million		$	2,305.8 Million		$	2,217.3 Million			52	%		10.43	%
Quality of Patient Care⁽¹⁾⁽³⁾
Metrics:
60-Day ACH		10	%		14.1	%		13.9	%		13.7	%		14.5	%		0	%		0.00	%
HVLDL		10	%		80.0	%		82.0	%		84.0	%		82.2	%		100	%		10.00	%

Total Quality		20	%														50	%		10.00	%
People (Nursing Voluntary Turnover)⁽¹⁾		20	%		27.0	%		24.0	%		21.2	%		30.3	%		0	%		0.00	%
Potential Payout (% of Target)					50%-99.9	%		100	%		Up to 200	%

Overall		100	%																	71.32	%⁽⁴⁾
Adjusted Plan Payout per Merger Agreement																				100.00	%⁽⁴⁾

**	Adjusted EBITDA is defined as net income (loss) attributable to Amedisys, Inc. before net interest expense, provision for income taxes, depreciation and amortization, excluding certain items.

(1)

Each of the revenue growth, quality of patient care and people performance measures were subject to a performance “gate” requirement that adjusted EBITDA be met at the target performance level or higher for any of the revenue growth, quality of patient care and people performance measures to pay out above the target level.

(2)	The revenue growth measure excludes revenue generated by our high acuity care segment.

(3)

For 2023, the quality of patient care performance measure was based on achievement of threshold, target and stretch/maximum performance goals based on (i) a home health 60-day acute care hospitalization (“ACH”) rate metric and (ii) a hospice visits in the last days of life (“HVLDL”) metric, as follows:


Quality of Patient Care Performance Measure Improvement Metrics	Threshold			Target			Stretch/Maximum
60-day ACH		14.1	%		13.9	%		13.7	%
HVLDL		80.0	%		82.0	%		84.0	%

If the Company’s ACH rate, calculated as the percentage of all eligible home health episodes of care that ended in hospitalization out of all completed home health episodes of care within each given 12-month period, was equal to or less than 14.1%, the ACH portion of the quality of patient care measure would be met, with payout based on a sliding scale (applying linear interpolation for performance between payout levels) as follows; provided that adjusted EBITDA be met at the target performance level or higher for a payout above the target level:

•

50% of the measure would be earned if the ACH rate were 14.1% or lower but more than 13.9%;

•

100% of the measure would be earned if the ACH rate were 13.9% or lower but more than 13.7%;

•

up to 200% of the measure would be earned if the ACH rate were 13.7% or lower.

If the Company’s HVLDL measure, calculated as the percentage of hospice patients who received in-person visits from a registered nurse or a medical social worker on at least two of the final three days of life and excluding lengths of stays of two days or less, was greater than or equal to 80.0%, the HVLDL portion of the quality of patient care measure would be met, with payout based on a sliding scale (applying linear interpolation for performance between payout levels) as follows; provided that Adjusted EBITDA be met at the target performance level or higher for a payout above the target level:

•

50% of the measure would be earned if the HVLDL performance were 80.0% or greater but less than 82.0%;

•

100% of the measure would be earned if the HVLDL performance were 82.0% or greater but less than 84.0%;

•

up to 200% of the measure would be earned if the HVLDL performance were 84.0% or higher.

The 60-day ACH rate and the HVLDL measure had a distribution weighting of 10% each, for a total 20% distribution weighting for the collective quality of patient care performance measure.

(4)

Pursuant to the terms of the Merger Agreement, if the Company’s adjusted EBITDA performance for 2023 exceeded the target level of performance, the 2023 short-term incentive plan would payout at 100% of target, regardless of the level of performance achieved for the revenue growth, quality of patient care and people performance measures. Because adjusted EBITDA performance of $247.0 million exceeded the target level of $240.2 million, the Named Executive Officers each earned 100% of their target bonus opportunity for 2023.

In establishing the performance levels, the Compensation Committee considered the target level of performance reasonable and achievable, but not without management’s significant effort, and established a stretch/maximum performance goal so that the Named Executive Officers had greater incentive and greater reward if even higher levels of performance were achieved on each of the adjusted EBITDA, revenue growth, quality of patient care and people performance measures. The Compensation Committee also set a threshold level of performance for each performance measure, such that no bonus would be earned for performance below that level. The Compensation Committee felt it was appropriate to set adjusted EBITDA as 40% of the bonus opportunity and revenue growth at 20% of the bonus opportunity because it believes that adjusted EBITDA and revenue growth encourage our executive officers to focus on improving earnings and profitable growth. It also believes that these measures are aligned with our overall objective of creating long-term value for our stockholders. The Compensation Committee also believed it was in the best interest of the Company’s stockholders to balance the financial performance measures with reward for the quality of patient care and people performance measures.

The Compensation Committee retains the discretion to reduce (but not increase) any Named Executive Officer’s incentive earned based on individual performance. The Compensation Committee did not exercise this discretion in 2023.

The Compensation Committee certified the Company’s level of achievement of the performance goals on February 20, 2024. The amount of cash bonuses earned by and paid to the Named Executive Officers for 2023 are as follows:


Named Executive Officer	Base Salary		Target Bonus (% of Base Salary)			Bonus Earned ($) (100% of Target)
Richard Ashworth	$	1,000,000		100	%	$	1,000,000
Scott G. Ginn	$	675,000		100	%	$	675,000
Michael P. North	$	425,000		75	%	$	318,750
Nick Muscato	$	425,000		75	%	$	318,750
Denise Bohnert	$	400,000		75	%	$	300,000

2023 Long-Term Incentives (Equity-Based Compensation)

Long-term incentives, in the form of equity-based compensation, are used to balance the short-term focus of our annual cash incentive compensation program with performance incentives that generally vest over several years. The Compensation Committee believes that providing long-term incentive opportunities supports our compensation philosophy by aligning the interests of our Named Executive Officers, and other long-term incentive compensation plan participants, with those of our stockholders. Currently, all equity-based compensation is granted in accordance with the terms of our 2018 Omnibus Incentive Compensation Plan.

We believe that grants of equity-based compensation:

•

Motivate participants to focus on the creation of stockholder value in both the short- and long-term;

•

Reinforce the link between the creation of stockholder value and compensation;

•

Enable us to provide competitive levels of total compensation; and

•

Aid in the retention of our Named Executive Officers and other long-term incentive plan participants.

It has been our Company’s historical practice to tie a portion of the vesting requirements associated with equity grants to identified performance targets set at the grant date. As described in more detail below, in 2023, we introduced a three-year relative TSR modifier to the annual performance-based RSUs granted to our executive officers, such that the Company’s TSR ranking at the end of the three-year performance period will adjust upward or downward the payout resulting from achievement of the Company’s adjusted EBITDA performance measure, and the performance-based RSUs will cliff vest after the end of the three-year performance period (subject to a maximum of 200% of the target number of performance-based RSUs). In connection with the move to a three-year performance period for the performance-based RSUs, we adjusted the vesting period for the annual time-based RSU and stock option grants to ratable vesting also over three years to align with the three-year TSR performance period and cliff vesting of the performance-based RSU awards.

Pay for Performance—Annual Equity Awards to our Named Executive Officers (Other Than Our Former Chief Executive Officer). In 2023, the Named Executive Officers other than Mr. Kusserow (who received an equity award in January 2023 in connection with his re-appointment as Chief Executive Officer in November 2022) were awarded equity grants comprised of the following:


Equity Mix	% of Grant Value
Performance-Based RSUs		50	%
Time-Based RSUs		25	%
Time-Based Stock Options		25	%

The performance-based RSUs were subject to achievement of the stated adjusted EBITDA performance goal for 2023, and will be modified upward or downward based on the Company’s three-year relative TSR compared to a peer group of companies. The Compensation Committee believes this strategy will incentivize the Named Executive Officers to increase stockholder value over the performance period of the RSUs and life of the stock options by:

•

Increasing Stockholder Return—the Named Executive Officers’ options were granted with fair market value exercise prices. Therefore, they will not realize any value from their stock options unless the market value of our common stock appreciates. In addition, the three-year relative TSR modifier on the performance-based RSUs further aligns the Named Executive Officers’ interests with the interests of our stockholders.

•

Achieving Specified Financial and Operational Goals—50% of the equity awards granted to the Named Executive Officers in 2023 (based on the value of such awards) relate to performance-based compensation in the form of performance-based restricted stock units.

The 2023 annual equity awards were as follows:


Named Executive Officer	Date of Grant	Value of Award ($)		Performance-Based RSUs (# at Target Performance) (50% of Award)		Time-Based RSUs (#) (25% of Award)		Time-Based Stock Options (#) (25% of Award)⁽¹⁾
Richard Ashworth	4/12/2023	$	5,000,000		31,321		15,661		33,711
Scott G. Ginn	2/23/2023	$	1,500,000		8,173		4,087		8,627
Michael P. North	2/23/2023	$	750,000		4,087		2,044		4,314
Nick Muscato	2/23/2023	$	500,000		2,725		1,363		2,876
Denise Bohnert	2/23/2023	$	500,000		2,725		1,363		2,876

(1)	The exercise price of Mr. Ashworth’s stock options is $79.82. The exercise price of the other Named Executive Officers’ stock options is $91.77.

The time-based RSUs and stock options vest one-third each year over three years beginning on February 20, 2024, assuming that the Named Executive Officer remains employed by the Company on the applicable vesting date. As discussed above, the performance-based RSUs vest based on achievement of the identified performance target for fiscal year 2023 as modified by the Company’s relative TSR, with cliff vesting at the end of the three-year performance period.

Performance Measure Established for 2023 Annual Grants. The performance-based RSUs granted in 2023 vest based on our 2023 performance on adjusted EBITDA against a pre-established goal, and will be modified upward or downward (from 75% to 125% of the number of performance-based RSUs that were earned based on achievement of 2023 adjusted EBITDA) based on the Company’s relative TSR compared to a comparator group of healthcare companies over the three year period ending December 31, 2025 (subject to a maximum payout of 200% of the target number of RSUs), as follows:


TSR Percentile Rank	Modifying Factor
75th Percentile and Above		125	%
50th Percentile		100	%
25th Percentile and Below		75	%

For the 2023 annual grants to our Named Executive Officers (other than Mr. Kusserow), the Compensation Committee set the performance target at adjusted EBITDA of $216.2 million (threshold), $240.2 million (target) and $264.2 million (stretch/maximum), with incremental payouts between threshold and target and between target and stretch/maximum calculated on a dollar for dollar basis (i.e. every $1 change in adjusted EBITDA will yield an additional payout, once threshold has been met). If threshold was not achieved, the grant would not vest. The Company communicated the adjusted EBITDA performance target and related TSR modifier to the executive officers in February 2023; however, after the closing of the divestiture of the Company’s personal care line of business on March 31, 2023, the Compensation Committee exercised its discretion and approved revised adjusted EBITDA performance targets to account for the divestiture.

Actual adjusted EBITDA performance of $247.0 million was between the target and stretch/maximum level of performance. Accordingly, the Named Executive Officers (other than Mr. Kusserow) earned 127.23% of their respective target number of performance-based RSUs, which will be adjusted upward or downward based on the Company’s relative TSR for the three-year period ending December 31, 2025.

In setting the financial performance target for the long-term incentive equity awards to our Named Executive Officers at adjusted EBITDA of $240.2 million (target), the Compensation Committee considered that adjusted EBITDA is also one of the performance measures for the annual incentive compensation (cash bonus) opportunity, but the Compensation Committee believed that it was an appropriate measure for both components of compensation because (i) it is one of several separate measures for the annual incentive compensation (cash bonus) opportunity, (ii) the long-term incentive equity awards are also adjusted upward or downward based on three-year TSR performance, and (iii) the Compensation Committee believes that adjusted EBITDA growth encourages our executive officers to focus on improving earnings and profitable growth and that this measure is aligned with our overall objective of creating long-term value for our stockholders.

Equity Award to Mr. Kusserow for Returning to CEO Role. In January 2023, our Compensation Committee granted a one-time special equity award to Mr. Kusserow, comprised of 41,313 time-based RSUs, which vested on April 10, 2023, the date Mr. Kusserow ceased to serve as Chief Executive Officer, in connection with Mr. Kusserow’s reappointment as Chief Executive Officer in November 2022. Mr. Kusserow did not receive the annual equity award granted to our non-employee directors in May 2023.


Named Executive Officer	Date of Grant	Value of Award ($)		Time-Based RSUs (#)
Paul B. Kusserow	1/2/2023	$	3,500,000		41,313

The time-based RSUs vested on April 10, 2023, when Mr. Kusserow ceased serving as Chief Executive Officer.

One-Time Equity Awards to Mr. Ashworth in Connection with Appointment as CEO. In connection with Mr. Ashworth’s appointment as President and Chief Executive Officer, on April 12, 2023, our Compensation Committee granted to Mr. Ashworth the following equity awards, in addition to the 2023 annual equity awards granted to all of our Named Executive Officers, which are described under the heading “Pay for Performance—Annual Equity Awards to our Named Executive Officers (Other Than Our Former Chief Executive Officer)” above.


Named Executive Officer	Date of Grant	Value of Award ($)		Performance-Based RSUs (# at Target Performance)		Time-Based RSUs (#)		Vesting Date
Richard Ashworth	4/12/2023	$	2,500,000		0		31,321		4/12/2024
Richard Ashworth	4/12/2023	$	5,000,000		62,641		0		4/12/2028

The performance-based RSUs vest 100% on the fifth anniversary of the date of grant if the specified performance condition, tied to performance after the first three years after the date of grant, is met (with a payout of 50% to 300% of the number of RSUs granted, depending on the level of performance achieved once a threshold level of performance is met). The time-based RSUs vest one year from the date of grant.

One-Time Awards to Certain of our Named Executive Officers as Consideration for Waiver of “Good Reason” Resignation. In June 2023, in connection with the pending Merger, our Compensation Committee approved equity awards for Messrs. Ashworth and Ginn as consideration for their waiver of their right to resign for “Good Reason” (as defined in the CEO Severance Plan, Executive Severance Plan and 2018 Omnibus Incentive Compensation Plan) as a result of a material diminution of their authority, responsibilities or duties during the six-month period following the Effective Time of the Merger. The special, one-time awards were in the form of time-based RSUs that vest ratably over three years from the date of grant, assuming that the Named Executive Officer remains employed on the applicable vesting date. The value and amount of the special, one-time equity awards are as follows:


Named Executive Officer	Date of Grant	Value ($)		Time-Based RSUs (#)
Richard Ashworth	6/26/2023	$	2,500,000		27,410
Scott G. Ginn	6/26/2023	$	1,500,000		16,446

Effect of Pending Merger on Outstanding Equity Awards. Upon the Effective Time of the Merger, each outstanding time-based RSU and stock option award held by Amedisys employees, including our Named Executive Officers, will convert into an equivalent RSU award or option, as applicable, of UnitedHealth Group relating to the number of shares of UnitedHealth Group common stock based on an exchange ratio as set forth in the Merger Agreement (with a corresponding adjustment to the exercise price of stock options based on the exchange ratio). In addition, each Amedisys performance-based RSU award held by Amedisys employees will be converted into an equivalent RSU award of UnitedHealth Group based on the exchange ratio as set forth in the Merger Agreement, assuming achievement at the target level of performance with respect to any Amedisys performance-based RSU for which the level of performance-vesting has not yet been determined.

Other Practices, Policies and Guidelines

Benefits

Our executive officers also participate in the retirement, health and welfare benefit programs generally available to our other employees, including paid vacation and paid Company holidays. In a few limited circumstances, the Company provides other benefits to our executive officers, as detailed in the tables following this CD&A, but we limit special benefits and perquisites for use only as necessary to attract and retain executive talent.

Certain of our executive officers have participated in our Employee Stock Purchase Plan (“ESPP”). Under the terms of the ESPP, eligible employees may elect to contribute on an after-tax basis between 1% and 15% of their annual pay through regular payroll deductions to purchase our common stock; provided, however, that an employee may not contribute more than $25,000 to the plan on an annual basis pursuant to Internal Revenue Service restrictions. Shares are purchased at a 15% discount of the market value of our common stock at the close of business on the last day of each fiscal quarter. None of the Named Executive Officers have purchased shares under the ESPP since the second quarter 2023 offering period as commencement of an offering period after the date of the Merger Agreement is prohibited under the Merger Agreement.

Amended and Restated Severance Plan for Executive Officers

The stated purpose of the Executive Severance Plan is to provide a fair framework in the event of a termination of employment in certain circumstances of the Company’s executive officers. To be eligible for benefits under the Executive Severance Plan, an executive (each, a “Covered Executive”) must (1) be employed by the Company (through the Company’s common payroll agent, Amedisys Holding, L.L.C.) in the position of an executive officer as appointed by the Board of Directors or have been designated in writing by the Board of Directors or the Compensation Committee, as appropriate, as being covered by the Executive Severance Plan; and (2) have executed and delivered to the Company (and not have revoked or attempted to revoke) the Company’s Executive Protective Covenants Agreement (“EPCA” or other similarly named agreement). Our Chief Executive Officer is entitled to receive severance benefits for certain qualifying terminations pursuant to the separate Amedisys Holding, L.L.C. Amended and Restated Severance Plan for Chief Executive Officer. See “CEO Severance Plan” below.

If any Covered Executive is terminated by the Company without “Cause” or resigns with “Good Reason” in each case prior to a “Change in Control,” each as defined in the Executive Severance Plan, such Covered Executive shall be entitled to an amount equal to one (1) times the sum of (A) the Covered Executive’s base salary, as in effect on the date of employment termination (or in the event a reduction in base salary is a basis for a termination with Good Reason, then the base salary in effect immediately prior to such reduction) and (B) the greater of (x) an amount equal to the cash bonus earned by the Covered Executive for the previous fiscal year or (y) an amount equal to the Covered Executive’s short-term incentive bonus target percentage for the fiscal year in which the termination occurs, multiplied by the Covered Executive’s base salary as in effect on the date of employment termination (or, in the event a reduction in base salary is a basis for termination for Good Reason, then the base salary in effect immediately prior to such reduction), which amount shall be payable in substantially equal monthly installments in accordance with the Company’s normal payroll practices for a period of 12 months. Further, any unvested equity awards issued in the name of the Covered Executive as of the date of employment termination will vest in accordance with the terms contained in the applicable award agreement for such awards.

If any Covered Executive is terminated by the Company without “Cause” or resigns with “Good Reason” in each case within two years following a “Change in Control,” such Covered Executive shall be entitled to an amount equal to two (2) times the sum of (A) the Covered Executive’s base salary, as in effect on the date of employment termination (or in the event a reduction in base salary is a basis for a termination with Good Reason, then the base salary in effect immediately prior to such reduction) and (B) the greater of (x) an amount equal to the cash bonus earned by the Covered Executive for the previous fiscal year or (y) an amount equal to the Covered Executive’s short-term incentive bonus target percentage for the fiscal year in which the termination occurs, multiplied by the Covered Executive’s base salary, as in effect on the date of employment termination (or, in the event a reduction in base salary is a basis for termination for Good Reason, then the base salary in effect immediately prior to such reduction), which amount shall be payable in a lump sum. Further, any unvested equity awards issued in the name of the Covered Executive as of the date of employment termination will vest in accordance with the provisions of the 2018 Omnibus Incentive Compensation Plan or any successor thereto.

Temporary Enhancement of Termination Payments Under Executive Severance Plan During 2023

As a result of the executive officer transitions during 2022 and in order to encourage retention of the leadership team, on November 21, 2022, the Compensation Committee approved an amendment to the Executive Severance Plan to provide change in control level cash severance benefits upon a termination of a covered executive without Cause or a resignation by a covered executive with Good Reason (each as defined in the Executive Severance Plan) that occurred through the end of calendar year 2023, consisting of a cash payment of two times the sum of (A) the covered executive’s base salary, as in effect on the date of employment termination, and (B) the greater of (x) an amount equal to the cash bonus earned by the covered executive for the previous fiscal year or (y) an amount equal to the covered executive’s short-term incentive bonus target percentage for the fiscal year of the employment termination times the covered executive’s base salary, as in effect on the date of the employment termination. This temporary expansion of severance benefits expired on December 31, 2023.

CEO Severance Plan

Under the terms of the CEO Severance Plan, if the Chief Executive Officer is terminated by the Company without “Cause” or resigns with “Good Reason” in each case prior to a “Change in Control,” each as defined in the CEO Severance Plan, such Chief Executive Officer will be entitled to an amount equal to two (2) times the sum of (A) the Chief Executive Officer’s base salary, as in effect on the date of employment termination (or in the event a reduction in base salary is a basis for a termination with Good Reason, then the base salary in effect immediately prior to such reduction), and (B) the greater of (x) an amount equal to the cash bonus earned by the Chief Executive Officer for the previous fiscal year or (y) an amount equal to the Chief Executive Officer’s short-term incentive bonus target percentage for the fiscal year in which the termination occurs, multiplied by the Chief Executive Officer’s base salary as in effect on the date of employment termination (or, in the event a reduction in base salary is a basis for termination for Good Reason, then the base salary in effect immediately prior to such reduction), payable in substantially equal monthly installments for a period of 12 months. Further, any unvested equity awards issued in the name of the Chief Executive Officer as of the date of employment termination will vest in accordance with the terms contained in the applicable award agreement for such awards.

If the Chief Executive Officer is terminated by the Company without “Cause” or resigns with “Good Reason” in each case within two years following a “Change in Control,” such Chief Executive Officer will be entitled to an amount equal to three (3) times the sum of (A) the Chief Executive Officer’s base salary, as in effect on the date of employment termination (or in the event a reduction in base salary is a basis for a termination with Good Reason, then the base salary in effect immediately prior to such reduction), and (B) the greater of (x) an amount equal to the cash bonus earned by the Chief Executive Officer for the previous fiscal year or (y) an amount equal to the Chief Executive Officer’s short-term incentive bonus target percentage for the fiscal year in which the termination occurs, multiplied by the Chief Executive Officer’s base salary as in effect on the date of employment termination (or, in the event a reduction in base salary is a basis for termination for Good Reason, then the base salary in effect immediately prior to such reduction), payable in a lump sum. Further, any unvested equity awards issued in the name of the Chief Executive Officer as of the date of employment termination will vest in accordance with the provisions of the 2018 Omnibus Incentive Compensation Plan, as amended from time to time, or any successor thereto.

Mr. Ashworth participates in the CEO Severance Plan. Mr. Kusserow did not participate in the CEO Severance Plan upon his return to the Chief Executive Officer role from November 2022 until April 2023.

Stock Ownership

Included in the Corporate Governance Guidelines adopted by our Board of Directors are stock ownership requirements applicable to our Chief Executive Officer and our other executive officers. In an effort to more closely align our Chief Executive Officer’s interests with those of our stockholders, the Chief Executive Officer must own Company shares with a fair market value equal to at least six times his base salary.

In addition, each other executive officer of the Company must own Company shares with a fair market value equal to at least three times his or her base salary. Each executive officer is required to retain at least half of the net after-tax shares received upon vesting or exercise of his or her equity awards until the holding requirement is met.

Once the Chief Executive Officer or other executive officer accumulates shares with a value equal to the required multiple of base salary, he or she must retain the minimum number of shares originally accumulated to meet the threshold requirement on a going-forward basis. If the Company’s stock price subsequently declines after the stock ownership requirements are met, he or she will not be required to acquire additional shares.

Tax and Accounting Implications of Compensation

The Compensation Committee has considered the accounting and tax impact of various elements of compensation provided to our executive officers to balance the potential cost to us with the benefit and value of the compensation to the executive officers, but those considerations have generally not been a material factor in determining amounts of compensation for our executive officers.

Compensation Risk Assessment

Our management believes that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond our organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls and the risk management practices of our Company; and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

We based the above conclusions on the following: for the annual long-term (equity-based) compensation programs in place in 2023 for our (i) executive officers and (ii) corporate and field (non-executive) management, awards were subject to time-based vesting conditions, and the performance targets for the performance-based awards were linked to overall corporate performance (adjusted EBITDA target, as modified upward or downward based on the Company’s three-year relative TSR compared to a peer group of companies). For the annual short-term (cash bonus) compensation programs in place for our (i) executive officers and (ii) corporate and field senior (non-executive) management in place in 2023, performance targets were linked to overall corporate performance (adjusted EBITDA and revenue growth targets), quality of patient care and people/human capital goals (all performance goals are defined more fully on pages 19 to 20 of this Amendment No. 1). For the annual short-term (cash bonus) compensation programs in place for our eligible field operations leaders, performance targets were linked to multiple performance measures similar to our corporate plans, with reasonable caps and appropriate controls to establish targets and validate actual performance against the targets before payouts were made.

Further, our Chief People Officer or other members of the human resources team and/or company internal counsel, as appropriate, report to the full Board on at least a quarterly basis on matters relating to employee compensation. In addition, our independent compensation consultant regularly reviews our executive compensation program for the purpose of identifying potential sources of risk and reports its findings to the Compensation Committee.

Agreements with our Executive Officers

We currently do not have any employment agreements in place with any of our executive officers.

2024 Executive Compensation Decisions

In the first quarter of 2024, in accordance with the terms of the Merger Agreement, we implemented the following pay practices:

•

approved the 2024 short-term incentive (cash bonus) plan, with the following performance measures and weightings: adjusted EBITDA (55%); Growth (20%); and Quality (25%);

•

required an adjusted EBITDA “gate” of target level of performance for the remaining 2024 short-term incentive compensation (cash bonus) plan performance measures (growth/revenue and quality of patient care performance goals) to pay out above the target level;

•

awarded 2024 annual equity awards comprised solely of time-based RSUs on February 16, 2024, which will vest ratably over four years from the date of grant; and

•

increased the base salaries of our Named Executive Officers by 3%.

2023 SUMMARY COMPENSATION TABLE

The following table sets forth information concerning total compensation for our Named Executive Officers for 2023, 2022 and 2021.


Name and Principal Position	Year		Salary ($)		Bonus ($)			Stock Awards ($)⁽¹⁾		Option Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)⁽²⁾		All Other Compensation ($)			Total ($)
Paul B. Kusserow Former Chief Executive Officer and Chairman (PEO)		2023	$	373,846	$	50,000	⁽³⁾	$	3,451,288	$	—	$	—	$	120,242	⁽⁴⁾	$	3,995,376
		2022	$	370,385	$	—		$	3,500,248	$	—	$	—	$	205,359		$	4,075,992
		2021	$	900,000	$	—		$	7,245,979	$	—	$	158,895	$	43,383		$	8,348,257
Richard Ashworth President and Chief Executive Officer (PEO)		2023	$	692,308	$	—		$	13,519,582	$	1,253,621	$	1,000,000	$	260,668	⁽⁵⁾	$	16,726,179
Scott G. Ginn Chief Operating Officer, Executive Vice President and Chief Financial Officer (PFO)		2023	$	675,000	$	—		$	2,714,041	$	376,370	$	675,000	$	13,947	⁽⁶⁾	$	4,454,358
		2022	$	582,692	$	—		$	3,125,170	$	375,133	$	66,420	$	10,826		$	4,160,241
		2021	$	565,385	$	—		$	3,125,577	$	375,050	$	203,032	$	10,897		$	4,279,941
Michael P. North Chief Information Officer		2023	$	420,192	$	—		$	608,825	$	188,207	$	318,750	$	16,006	⁽⁷⁾	$	1,551,980
Michael P. North Chief Information Officer		2022	$	400,000	$	—		$	562,543	$	187,597	$	29,520	$	12,858		$	1,192,518
Nick Muscato Chief Strategy Officer		2023	$	407,692	$	100,000		$	405,949	$	125,471	$	318,750	$	10,642	⁽⁸⁾	$	1,368,504
Nick Muscato Chief Strategy Officer		2022	$	318,269	$	50,000		$	1,375,257	$	125,065	$	24,600	$	8,070		$	1,901,261
Denise Bohnert Chief Compliance Officer		2023	$	395,192	$	37,500		$	405,949	$	125,471	$	300,000	$	10,993	⁽⁹⁾	$	1,275,105
Denise Bohnert Chief Compliance Officer		2022	$	365,385	$	—		$	375,172	$	125,065	$	27,675	$	6,661		$	899,958

(1)

The values for stock in this column reflect the aggregate grant date fair value of stock awards granted during the fiscal years ended December 31, 2023, 2022 and 2021 pursuant to our 2018 Omnibus Incentive Compensation Plan. Generally, the grant date fair value is the amount that we would expense in our financial statements over the vesting period of the award based on the probable outcome of the award conditions. Assumptions used in the calculation of this amount are included in Note 11 to our audited financial statements for the year ended December 31, 2023, which were included in our Annual Report on Form 10-K filed with the SEC on February 22, 2024. Additional information regarding these awards appears under the heading “2023 Long-Term Incentives (Equity-Based Compensation)” in the CD&A.

(2)

The amounts in this column reflect the amount earned under the annual performance-based non-equity incentive compensation plan for the applicable year. Mr. Kusserow did not participate in the 2023 or 2022 short-term incentive (cash bonus) programs. See “2023 Annual Performance-Based Incentive Compensation (Cash Bonuses)” in the CD&A for additional information.

(3)	This amount represents a one-time payment for transition services related to Contessa.

(4)

This amount consists of $108,333 in director cash retainer fees from May 18, 2023 through December 31, 2023, $7,128 for employer-paid contributions for Mr. Kusserow pursuant to our 401(k) Benefit Plan, $240 for the cash payment of fractional shares related to stock vesting that occurred in 2023 and $4,541 in costs attributable to life insurance premiums paid by us on Mr. Kusserow’s behalf where we are not the beneficiary. See “Director Compensation” for additional information about the cash retainer fees for Mr. Kusserow’s service as our Chairman.

(5)	This amount consists of $8,712 for employer-paid contributions to Mr. Ashworth pursuant to our 401(k) Benefit Plan, $250,000 for relocation and other related expenses and $1,956 in costs attributable to life insurance premiums paid by us on Mr. Ashworth’s behalf where we are not the beneficiary.

(6)

This amount consists of $8,712 for employer-paid contributions to Mr. Ginn pursuant to our 401(k) Benefit Plan, $578 for the cash payment of fractional shares related to stock vesting that occurred in 2023, $85 for a health wellness credit and $4,572 in costs attributable to life insurance premiums paid by us on Mr. Ginn’s behalf where we are not the beneficiary.

(7)

This amount consists of $7,525 for employer-paid contributions for Mr. North pursuant to our 401(k) Benefit Plan, $674 for the cash payment of fractional shares related to stock vesting that occurred in 2023 and $7,807 in costs attributable to life insurance premiums paid by us on Mr. North’s behalf where we are not the beneficiary.

(8)

This amount consists of $8,641 for employer-paid contributions for Mr. Muscato pursuant to our 401(k) Benefit Plan, $644 for the cash payment of fractional shares related to stock vesting that occurred in 2023 and $1,357 in costs attributable to life insurance premiums paid by us on Mr. Muscato’s behalf where we are not the beneficiary.

(9)

This amount consists of $8,103 for employer-paid contributions for Ms. Bohnert pursuant to our 401(k) Benefit Plan, $459 for the cash payment of fractional shares related to stock vesting that occurred in 2023, $27 related to a prize won by Ms. Bohnert and $2,404 in costs attributable to life insurance premiums paid by us on Ms. Bohnert’s behalf where we are not the beneficiary.

2023 GRANTS OF PLAN BASED AWARDS


															All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value ($)⁽¹¹⁾



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Paul B. Kusserow
Time-Vesting Restricted Stock Units⁽¹⁾		1/2/2023	$	—	$	—	$	—		—		—		—		41,313		—	$	—	$	3,451,288
2023 Short Term (Cash Bonus) Incentive Plan			$	—	$	—	$	—		—		—		—		—		—	$	—	$	—
Richard Ashworth
Performance-Based Restricted Stock Units⁽²⁾		4/12/2023	$	—	$	—	$	—		31,321		62,641		187,923		—		—	$	—	$	4,607,246
Performance-Based Restricted Stock Units⁽³⁾		4/12/2023	$	—	$	—	$	—		23,491		31,321		62,642		—		—	$	—	$	2,667,923
Time-Based Nonqualified Stock Options⁽⁵⁾		4/12/2023	$	—	$	—	$	—		—		—		—		—		33,711	$	79.82	$	1,253,621
Time Vesting Restricted Stock Units⁽⁷⁾		4/12/2023	$	—	$	—	$	—		—		—		—		15,661		—	$	—	$	1,250,061
Time-Vesting Restricted Stock Units⁽⁸⁾		4/12/2023	$	—	$	—	$	—		—		—		—		31,321		—	$	—	$	2,500,042
Time-Vesting Restricted Stock Units⁽¹⁰⁾		6/26/2023	$	—	$	—	$	—		—		—		—		27,410		—	$	—	$	2,494,310
2023 Short Term (Cash Bonus) Incentive Plan			$	500,000	$	1,000,000	$	2,000,000		—		—		—		—		—	$	—	$	—
Scott G. Ginn
Performance-Based Restricted Stock Units⁽⁴⁾		2/23/2023	$	—	$	—	$	—		6,130		8,173		16,346		—		—	$	—	$	842,391


															All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value ($)⁽¹¹⁾



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Time-Based Nonqualified Stock Options⁽⁶⁾		2/23/2023	$	—	$	—	$	—		—		—		—		—		8,627	$	91.77	$	376,370
Time-Vesting Restricted Stock Units⁽⁹⁾		2/23/2023	$	—	$	—	$	—		—		—		—		4,087		—	$	—	$	375,064
Time-Vesting Restricted Stock Units⁽¹⁰⁾		6/26/2023	$	—	$	—	$	—		—		—		—		16,446		—	$	—	$	1,496,586
2023 Short Term (Cash Bonus) Incentive Plan			$	337,500	$	675,000	$	1,350,000		—		—		—		—		—	$	—	$	—
Michael P. North
Performance-Based Restricted Stock Units⁽⁴⁾		2/23/2023	$	—	$	—	$	—		3,066		4,087		8,174		—		—	$	—	$	421,247
Time-Based Nonqualified Stock Options⁽⁶⁾		2/23/2023	$	—	$	—	$	—		—		—		—		—		4,314	$	91.77	$	188,207
Time-Vesting Restricted Stock Units⁽⁹⁾		2/23/2023	$	—	$	—	$	—		—		—		—		2,044		—	$	—	$	187,578
2023 Short Term (Cash Bonus) Incentive Plan			$	159,375	$	318,750	$	637,500		—		—		—		—		—	$	—	$	—
Nick Muscato
Performance-Based Restricted Stock Units⁽⁴⁾		2/23/2023	$	—	$	—	$	—		2,044		2,725		5,450		—		—	$	—	$	280,866
Time-Based Nonqualified Stock Options⁽⁶⁾		2/23/2023	$	—	$	—	$	—		—		—		—		—		2,876	$	91.77	$	125,471
Time-Vesting Restricted Stock Units⁽⁹⁾		2/23/2023	$	—	$	—	$	—		—		—		—		1,363		—	$	—	$	125,083
2023 Short Term (Cash Bonus) Incentive Plan			$	159,375	$	318,750	$	637,500		—		—		—		—		—	$	—	$	—
Denise Bohnert
Performance-Based Restricted Stock Units⁽⁴⁾		2/23/2023	$	—	$	—	$	—		2,044		2,725		5,450		—		—	$	—	$	280,866
Time-Based Nonqualified Stock Options⁽⁶⁾		2/23/2023	$	—	$	—	$	—		—		—		—		—		2,876	$	91.77	$	125,471
Time-Vesting Restricted Stock Units⁽⁹⁾		2/23/2023	$	—	$	—	$	—		—		—		—		1,363		—	$	—	$	125,083
2023 Short Term (Cash Bonus) Incentive Plan			$	150,000	$	300,000	$	600,000		—		—		—		—		—	$	—	$	—

(1)	The amounts shown in this row reflect the number of time-vesting only restricted stock units granted to Mr. Kusserow on January 2, 2023. This award vested on April 10, 2023, the date on which Mr. Kusserow ceased serving as Chief Executive Officer.

(2)

The amounts shown in this row reflect the threshold (50% of target), target (100%) and maximum (300% of target) number of performance-based restricted stock units granted to Mr. Ashworth on April 12, 2023, subject to the Company’s 90-day volume-weighted average price (“VWAP”) market cap at the end of a three-year performance period to be determined as of April 12, 2026, with an actual payout of 50% to 300% of the target number of performance-based non-vested stock units, depending on the level of performance achieved once a threshold level of performance is met.

(3)

The amounts shown in this row reflect the threshold (75% of target), target (100%) and maximum (200% of target) number of performance-based restricted stock units granted to Mr. Ashworth, on April 12, 2023, subject to achievement of the 2023 performance metric, which performance metric was established by the Compensation Committee on April 12, 2023 and certified as achieved at 127.23% on February 20, 2024. The number of non-vested stock units that were earned will be adjusted upward or downward (from 75% to 125%) based on the Company’s three-year relative total shareholder return (“TSR”) for the performance period ending December 31, 2025 and will cliff vest on February 20, 2026.

(4)

The amounts shown in this row reflect the threshold (75% of target), target (100%) and maximum (200% of target) number of performance-based restricted stock units granted to Mr. Ginn, Mr. North, Mr. Muscato and Ms. Bohnert on February 23, 2023, subject to achievement of the 2023 performance metric, which performance metric was established by the Compensation Committee on February 23, 2023 and certified as achieved at 127.23% on February 20, 2024. The number of non-vested stock units that were earned will be adjusted upward or downward (from 75% to 125%) based on the Company’s three-year relative TSR for the performance period ending December 31, 2025 and will cliff vest on February 20, 2026.

(5)

The amounts shown in this row reflect the number of time-based non-qualified stock options granted to Mr. Ashworth on April 12, 2023. The options vest ratably in one-third increments on February 20, 2024, February 20, 2025 and February 20, 2026, provided that the awardee is continuously employed by the Company through each such date. The vesting of 11,237 of the options was accelerated from February 20, 2024 to December 21, 2023 in order to mitigate impacts that could arise under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”).

(6)

The amounts shown in this row reflect the number of time-based non-qualified stock options granted to Mr. Ginn, Mr. North, Mr. Muscato, and Ms. Bohnert on February 23, 2023. The options vest ratably in one-third increments on February 20, 2024, February 20, 2025 and February 20, 2026, provided that the awardee is continuously employed by the Company through each such date.

(7)

The amounts shown in this row reflect the number of time-vesting only restricted stock units granted to Mr. Ashworth on April 12, 2023. The shares vest ratably in one-third increments on February 20, 2024, February 20, 2025 and February 20, 2026, provided that the awardee is continuously employed by the Company through each such date. The vesting of 5,220 of the restricted stock units was accelerated from February 20, 2024 to December 21, 2023 in order to mitigate impacts that could arise under Sections 280G and 4999 of the Code.

(8)	The amounts shown in this row reflect the number of time-vesting only restricted stock units granted to Mr. Ashworth on April 12, 2023. The restricted stock units vested fully on December 21, 2023 in order to mitigate impacts that could arise under Sections 280G and 4999 of the Code.

(9)

The amounts shown in this row reflect the number of time-vesting only restricted stock units granted to Mr. Ginn, Mr. North, Mr. Muscato and Ms. Bohnert on February 23, 2023. The shares vest ratably in one-third increments on February 20, 2024, February 20, 2025 and February 20, 2026, provided that the awardee is continuously employed by the Company through each such date.

(10)

The amounts shown in this row reflect the number of time-vesting only restricted stock units granted to Mr. Ashworth and Mr. Ginn on June 26, 2023. The shares vest ratably in one-third increments on June 26, 2024, June 26, 2025 and June 26, 2026, provided that the awardee is continuously employed by the Company through each such date. The vesting of 9,137 of Mr. Ashworth’s restricted stock units was accelerated from June 26, 2024 to December 21, 2023 in order to mitigate impacts that could arise under Sections 280G and 4999 of the Code.

(11)

The amounts shown in this column reflect the “grant date fair value” of the time-based restricted stock units, time-based non-qualified stock options and performance-based restricted stock units granted to each of our Named Executive Officers during the fiscal year 2023. Generally, the grant date fair value is the amount that we would expense in our financial statements over the vesting period of the award based on the probable outcome of the award conditions. Assumptions used in the calculation of this amount are included in Note 11 to our audited financial statements for the year ended December 31, 2023, as included in our Annual Report on Form 10-K filed with the SEC on February 22, 2024. There can be no assurance that the grant date fair value of the nonvested stock awards or the restricted stock units will ever be realized. As described further in the CD&A under the heading “2023 Long-Term Incentives (Equity-Based Compensation)” based on actual 2023 performance, each of the named executive officers other than Mr. Kusserow earned 127.23% of their respective target number of performance-based RSUs for their annual equity awards, which will be adjusted upward or downward based on the Company’s relative TSR for the three-year period ending December 31, 2025. The actual amount Mr. Ashworth may earn for his performance-based RSUs tied to the Company’s 90-day VWAP market cap will be determined at the end of a three-year performance period, as discussed further in footnote (2) above.

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END


	Option Awards								Stock Awards
									Number of Shares or Units of Stock That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)^{(2) (3)}		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽³⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽²⁾

Name	Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)		Option Exercise Price ($)		Option Expiration Date⁽¹⁾
Name	Exercisable		Unexercisable		Option Exercise Price ($)		Option Expiration Date⁽¹⁾
Paul B. Kusserow		80,602		—	$	114.78		1/2/2029		—	$	—		—	$	—
Richard Ashworth		—		22,474	$	79.82		4/12/2033		28,714	$	2,729,553		93,963	$	8,932,123
Scott G. Ginn		424		—	$	58.69		7/19/2027		54,588	$	5,189,135		16,346	$	1,553,851
		6,995		—	$	49.25		10/18/2027
		4,294		—	$	127.11		2/20/2029
		2,248		749	$	198.81		2/12/2030
		1,600		1,600	$	295.20		2/17/2031
		1,529		4,590	$	143.25		2/17/2032
		—		8,627	$	91.77		2/23/2033
Michael P. North		1,894		—	$	46.35		1/20/2027		7,792	$	740,708		8,174	$	777,020
		2,898		—	$	127.11		2/20/2029
		1,518		505	$	198.81		2/12/2030
		800		800	$	295.20		2/17/2031
		765		2,295	$	143.25		2/17/2032
		—		4,314	$	91.77		2/23/2033
Nick Muscato		272		—	$	95.76		7/25/2028		13,892	$	1,320,574		5,450	$	518,077
		320		—	$	132.41		7/25/2029
		422		141	$	214.74		7/25/2030
		354		354	$	264.00		7/25/2031
		510		1,530	$	143.25		2/17/2032
		—		2,876	$	91.77		2/23/2033
Denise Bohnert		263		—	$	46.35		1//20/2027		6,245	$	593,650		5,450	$	518,077
		682		—	$	95.76		7/25/2028
		1,907		—	$	117.41		6/10/2029
		900		299	$	198.81		2/12/2030
		533		534	$	295.20		2/17/2031
		510		1,530	$	143.25		2/17/2032
		—		2,876	$	91.77		2/23/2033

(1)	The contractual term of each grant of stock option awards is a ten-year period.

(2)	Market value is based on the closing price on December 29, 2023 of $95.06.

(3)

The amounts in this column assume the “Maximum/Stretch” number of shares of common stock issuable upon vesting of the performance-based restricted stock units (PRSUs) that were granted in 2023 to the Named Executive Officers with performance conditions linked to the Company’s 2023 Adjusted EBITDA. The actual amount earned will be determined at the end of the three year performance period based on a TSR modifier. For Mr. Ashworth’s 5-year PRSUs tied to a VWAP measure after three years, the amount reported in this column assumes performance at the threshold level of performance. Please refer to the description of the PRSUs under the heading “2023 Long-Term Incentives (Equity-Based Compensation)” in the CD&A, above, for additional information regarding the performance conditions.

VESTING SCHEDULE – OUTSTANDING EQUITY AWARDS


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options That Have Not Vested (#)		Vesting Schedule of Unexercised Options	Option Exercise Price ($)		Number of Shares or Units of Stock That Have Not Vested (#)		Vesting Schedule of Number of Shares or Units of Stock That Have Not Vested
Paul B. Kusserow		—	—		—		—	—
Richard Ashworth		22,474	50% on each of 2/20/2025 and 2026	$	79.82		10,441	50% on each of 2/20/2025 and 2026
							18,273	50% on each of 6/26/2025 and 2026
							62,642	100% on 4/12/2028
							31,321	100% on 2/20/2026
Scott G. Ginn		749	100% on 2/20/2024	$	198.81

SEC Form 10-K/A filed by Amedisys Inc (Amendment)