SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 17, 2022, Amedisys, Inc. (the “Company”), announced that Christopher T. Gerard, the Company’s Chief Executive Officer and President, was terminated without cause, effective immediately.
In addition, on November 17, 2022, the Company’s Board of Directors (the “Board”) appointed Paul B. Kusserow, the Company’s Chairman of the Board, as Chief Executive Officer, effective immediately. In connection with Mr. Kusserow’s appointment, the Compensation Committee of the Board approved the terms of the compensation that will be payable to Mr. Kusserow in consideration for his serving as Chief Executive Officer, consisting of: (i) a base salary of $900,000, which reflects no change from his base salary when Mr. Kusserow previously served as the Company’s Chief Executive Officer, (ii) no annual bonus, and (iii) an equity award grant, to be granted in January 2023, comprised of 41,313 time-based restricted stock units, which represents a grant value of approximately $3.5 million, calculated as of November 17, 2022. In addition, the Compensation Committee approved an extension of the exercise period of the stock options previously granted to Mr. Kusserow in January 2019 to the earlier of (i) the date that is five years following Mr. Kusserow’s termination of employment (as defined in the 2018 Omnibus Incentive Compensation Plan, as amended) and (ii) the original expiration date, which is 10 years from the date of grant. Effective November 17, 2022, Mr. Kusserow is no longer entitled to receive the annual cash retainer previously approved by the Compensation Committee for his service as Chairman of the Board. Mr. Kusserow will not participate in the Amedisys Holding, L.L.C. Severance Plan for the Chief Executive Officer.
The Board has retained an executive search firm to conduct a comprehensive search process to identify a successor Chief Executive Officer.
Mr. Kusserow, 61, most recently served as our Chief Executive Officer (from December 2014 to April 2022) and our President from December 2014 to February 2021. Since his retirement as the Company’s Chief Executive Officer in April 2022, Mr. Kusserow has continued to serve as Chairman of the Board. Mr. Kusserow’s full biography is set forth in the Company’s definitive proxy statement for its 2022 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 27, 2022, and is incorporated herein by reference. Mr. Kusserow does not have any family relationship with any member of the Board or executive officer of the Company, and Mr. Kusserow is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
SECTION 7 - REGULATION FD
| Item 7.01. | Regulation FD Disclosure. |
On November 17, 2022, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K, announcing the departure of Mr. Gerard and the appointment of Mr. Kusserow as Chief Executive Officer.
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
