Blog: AMEDISYS INC : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – marketscreener.com

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Chief Executive Officer Succession

On January 6, 2022, Paul B. Kusserow, the Chief Executive Officer and Chairman
of the Board of Amedisys, Inc. (the “Company”), informed the Board of Directors
(the “Board”) of the Company that he will retire as Chief Executive Officer
effective April 15, 2022 (the “Retirement Date”). Mr. Kusserow will continue to
serve as Chairman of the Board following the Retirement Date.

Also on January 6, 2022, the Board appointed Christopher T. Gerard, currently
the President and Chief Operating Officer of the Company, to serve as the
Company’s President and Chief Executive Officer beginning on the Retirement
Date. Mr. Gerard will cease serving as Chief Operating Officer effective on the
Retirement Date. On January 6, 2022, the Board voted to increase the number of
directors of the Company to ten and elected Mr. Gerard as a director, all
effective on the Retirement Date. Mr. Gerard will not serve on any committees of
the Board.

Mr. Gerard, 54, has served as President of the Company since February 2021 and
Chief Operating Officer since January 2017. He previously served as President
for the South Central Region of Kindred at Home, a division of Kindred
Healthcare, Inc., a healthcare services company, from 2015 to 2016. Prior to his
role as Regional President, Mr. Gerard was the Chief Operating Officer at
Kindred at Home from 2014 to 2015. Mr. Gerard joined Kindred in 2012 as Regional
Vice President when Kindred acquired IntegraCare Holdings, Inc., a home health,
hospice and community care agency based in Grapevine, Texas. Mr. Gerard was an
original founder of IntegraCare in 1998 and served as its President and Chief
Executive Officer from 2007 to 2012.

Other than as set forth in this Current Report on Form 8-K, there are no
arrangements or understandings between Mr. Gerard and any other person pursuant
to which Mr. Gerard was appointed as an officer and elected as a director.
Mr. Gerard does not have any family relationship with any director or executive
officer of the Company or any person nominated or chosen by the Company to
become a director or executive officer. There are no transactions in which
Mr. Gerard has an interest requiring disclosure under Item 404(a) of Regulation
S-K.

Compensation Arrangements

On December 16, 2021, the Amended and Restated Employment Agreement by and among
the Company, Mr. Kusserow, and Amedisys Holding, L.L.C., dated as of
September 27, 2018, as amended by Amendment to Amended and Restated Employment
Agreement, dated as of February 18, 2021 (the “Employment Agreement”),
terminated by its terms. Mr. Kusserow’s employment with the Company has
continued without a formal employment agreement since the end of the term of the
Employment Agreement. On January 6, 2022, the Compensation Committee of the
Board (the “Compensation Committee”) approved the terms of the compensation that
will be payable to Mr. Kusserow in 2022 (the “2022 Compensation Package”). The
2022 Compensation Package provides for the following compensation for
Mr. Kusserow in 2022: (i) a base salary of $900,000, which reflects no change
from his current base salary, (ii) no annual bonus, and (iii) a one-time special
equity award grant, comprised of a mix of time-based restricted stock units and
performance-based restricted stock units valued at $3.5 million, in recognition
of Mr. Kusserow’s service to the Company and to incentivize his continued
service to the Company.

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In addition, on January 6, 2022, the Compensation Committee approved and adopted
the Amedisys Holding, L.L.C. Amended and Restated Severance Plan for Chief
Executive Officer (the “CEO Severance Plan”), which provides certain severance
protections in the event of a qualifying termination of employment of the Chief
Executive Officer. The CEO Severance Plan will be applicable to Mr. Kusserow
until the Retirement Date. 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. The foregoing summary of the CEO Severance Plan is
qualified in its entirety by reference to the full text of the CEO
Severance Plan, a copy of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.

Effective on the Retirement Date, Mr. Kusserow’s compensation will consist
solely of an annual retainer of $325,000, paid monthly, for his service as
Chairman of the Board.

The Compensation Committee has not made any decisions regarding Mr. Gerard’s
compensation in his role as Chief Executive Officer. The Company will file a
separate Current Report on Form 8-K to disclose the terms of Mr. Gerard’s
compensation once approved by the Compensation Committee.

Item 7.01. Regulation FD Disclosure.

On January 10, 2022, the Company issued a press release announcing
Mr. Kusserow’s retirement and transition to Chairman of the Board and
Mr. Gerard’s appointment as Chief Executive Officer of the Company and a member
of the Board of Directors, effective April 15, 2022, a copy of which is
furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K under this Item 7.01
(including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to
be “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of Section 18, nor shall it be incorporated by reference into a filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing. The information
included in this Current Report on Form 8-K under this Item 7.01 (including
Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of
any information required to be disclosed solely to satisfy the requirements of
Regulation FD.

——————————————————————————–

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
Number       Description

10.1           Amedisys Holding, L.L.C. Severance Plan for Chief Executive Officer

99.1           Press Release dated January 10, 2022

104          Cover Page Interactive Data File (embedded within the Inline XBRL document)

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