AMEDISYS INC appointed Richard Ashworth as new CEO

Item 5.02. 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Appointment of Richard Ashworth as President and Chief Executive Officer 

On March 12, 2023, the Board of Directors (the "Board") of Amedisys, Inc. (the "Company") appointed Richard Ashworth to serve as the Company's President and Chief Executive Officer and elected Mr. Ashworth as a director, all effective on April 10, 2023 (the "Effective Date"). Mr. Ashworth will not serve on any committees of the Board. Paul B. Kusserow will cease serving as Chief Executive Officer effective on the Effective Date but will continue serving as Chairman of the Board following the Effective Date. 

Mr. Ashworth, 48, 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. 

In connection with Mr. Ashworth's appointment as President and Chief Executive Officer, the Compensation Committee of the Board (the "Compensation Committee") approved the terms of the compensation that will be payable to Mr. Ashworth beginning on the Effective Date: 


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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 total stockholder return 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 


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


Mr. Ashworth will participate in the Amedisys Holding, L.L.C. Severance Plan for the Chief Executive Officer. He will also, on or about his start date, enter into the Company's Executive Protective Covenant Agreement and Dispute Resolution Agreement. 


Other than as set forth in this Current Report on Form 8-K, there are no arrangements or understandings between Mr. Ashworth and any other person pursuant to which Mr. Ashworth was appointed as an officer and elected as a director. Mr. Ashworth 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. Ashworth has an interest requiring disclosure under Item 404(a) of Regulation S-K. 

Compensation Payable to Paul B. Kusserow 

Mr. Kusserow will continue to receive his current annual base salary of $900,000 through May 17, 2023 as he transitions the Chief Executive Officer role to Mr. Ashworth. Effective May 18, 2023, Mr. Kusserow will no longer be entitled to receive his base salary and will once again receive compensation for his service as Chairman of the Board, which will consist 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, plus a one-time payment of $50,000 for transition services related to Contessa. Mr. Kusserow will not receive the 2023 non-employee director annual equity award valued at $150,000 that is granted to the Company's non-employee directors on or around the date of the 2023 Annual Meeting of Stockholders, 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).