Pay Versus Performance

The following table sets forth certain information regarding compensation actually paid to our Named Executive Officers during the past five fiscal years compared to certain measures of our financial performance:

	Summary Comp. Table Total for CEO					Comp. Actually Paid to CEO⁽³⁾						Average Summary Comp. Table Total for Non-CEO NEOs⁽⁴⁾		Average Comp. Actually Paid to Non-CEO NEOs⁽³⁾			Value of Initial Fixed $100 Investment Based On:				Net Income (Loss) (in thousands)			Adjusted EPS⁽⁷⁾
Year	Christopher H. Hunter⁽¹⁾			Debra K. Osteen⁽²⁾		Christopher H. Hunter⁽¹⁾				Debra K. Osteen⁽²⁾		Average Summary Comp. Table Total for Non-CEO NEOs⁽⁴⁾		Average Comp. Actually Paid to Non-CEO NEOs⁽³⁾			TSR⁽⁵⁾		Peer Group TSR⁽⁶⁾		Net Income (Loss) (in thousands)			Adjusted EPS⁽⁷⁾
2024		$	7,089,167	$	N/A		$	(241,669	)	$	N/A	$	2,238,478	$	(19,323	)	$	119	$	126	$	264,484		$	3.32
2023			7,404,606		N/A			8,352,752			N/A		3,289,184		1,079,088			234		124		(15,661	)		3.51
2022			6,415,224		2,620,043			8,482,132			17,102,308		3,040,751		9,817,787			248		118		280,033			3.19
2021			N/A		9,853,107			N/A			29,812,731		3,656,112		8,870,858			183		147		195,562			2.70
2020			N/A		5,131,395			N/A			17,648,915		2,604,425		6,550,425			151		134		(669,199	)		2.81

(1)

Mr. Hunter was appointed Chief Executive Officer effective April 11, 2022.

(2)

Ms. Osteen retired as Chief Executive Officer effective April 11, 2022.

(3)

To calculate Compensation Actually Paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:

CEO SCT Table to CAP Reconciliation:

Name	Year	SCT Total		Deductions from SCT Total^(a)		Additions to SCT Total^(b)			CAP
Christopher H. Hunter	2024	$	7,089,167	$	5,099,925	$	(2,230,911	)	$	(241,669	)
	2023		7,404,606		4,749,977		5,698,123			8,352,752
	2022		6,415,224		4,500,022		6,566,930			8,482,132
Debra K. Osteen	2024		–		–		–			–
	2023		–		–		–			–
	2022		2,620,043		1,059,857		15,542,122			17,102,308
	2021		9,853,107		6,989,753		26,949,377			29,812,731
	2020		5,131,395		2,789,779		15,307,298			17,648,915

Average Non-CEO NEOs SCT Table to CAP Reconciliation:

Year	SCT Total		Deductions from SCT Total^(a)		Additions to SCT Total^(b)			CAP
2024	$	2,238,478	$	1,179,647	$	(1,078,154	)	$	(19,323	)
2023		3,289,184		2,503,492		293,396			1,079,088
2022		3,040,751		1,720,243		8,497,279			9,817,787
2021		3,656,112		1,963,594		7,178,340			8,870,858
2020		2,604,425		1,116,717		5,062,717			6,550,425

(a)

Represents the grant date fair value of equity-based awards granted each year calculated in accordance with ASC 718.

(b)

Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the table below. For performance-vesting restricted stock unit awards, fair value amounts have been computed consistent with the methodology used in the Company’s Consolidated Financial Statements as of December 31, 2020, 2021, 2022, 2023 and 2024, respectively.

Equity Component of CAP:

Christopher H. Hunter

Year	Fair Value of Current Year Equity Awards at Year-End		Change in Value of Prior Years’ Awards Unvested at Year-End			Change in Value of Prior Years’ Awards That Vested in the Year			Equity Value Included in CAP
2024	$	2,975,019	$	(5,148,737	)		(57,192	)	$	(2,230,911	)
2023		6,050,233		(321,521	)		(30,589	)		5,698,123
2022		6,566,930		–			–			6,566,930
2021		–		–			–			–
2020		–		–			–			–

Debra K. Osteen

Year	Fair Value of Current Year Equity Awards at Year-End		Change in Value of Prior Years’ Awards Unvested at Year-End		Change in Value of Prior Years’ Awards That Vested in the Year			Equity Value Included in CAP
2024		–		–		–			–
2023		–		–		–			–
2022	$	9,972,986	$	7,341,244	$	(1,772,108	)	$	15,542,122
2021		23,567,139		3,215,353		166,885			26,949,377
2020		13,014,224		533,148		1,759,927			15,307,298

Average Non-CEO NEOs

Year	Fair Value of Current Year Equity Awards at Year-End		Change in Value of Prior Years’ Awards Unvested at Year-End			Change in Value of Prior Years’ Awards That Vested in the Year			Fair Value of Forfeited Awards at Prior Year-End			Equity Value Included in CAP
2024	$	679,492	$	(1,278,180	)	$	(19,593	)	$	(459,873	)	$	(1,078,154	)
2023		2,182,972		(89,974	)		(255,921	)		(1,543,681	)		293,396
2022		5,228,345		3,399,089			(130,155	)		–			8,497,279
2021		5,891,861		1,147,507			138,972			–			7,178,340
2020		4,691,771		419,942			(48,996	)		–			5,062,717

(4)

The Named Executive Officers, other than the CEO, reflected in the Pay Versus Performance table represent the following individuals for each of the years listed below

2020	2021	2022	2023	2024
David M. Duckworth	David M. Duckworth	David M. Duckworth	Heather Dixon	Heather Dixon
Christopher L. Howard	Christopher L. Howard	Christopher L. Howard	Brian P. Farley	Brian P. Farley
John S. Hollinsworth	John S. Hollinsworth	John S. Hollinsworth	John S. Hollinsworth	Nasser Khan, M.D.
Laurence L. Harrod	Laurence L. Harrod	Laurence L. Harrod	David M. Duckworth	John S. Hollinsworth
			Laurence L. Harrod

(5)

An investment of $100 is assumed to have been made in our Common Stock as of December 31, 2019. TSR was calculated by multiplying the initial investment of $100 by the quotient of the closing price of our Common Stock on December 31, 2020, 2021, 2022, 2023 and 2024, divided by our closing price on December 31, 2019.

(6)

Reflects the cumulative total stockholder return for the S&P Health Care Services Select Industry Index (the “S&P HC Index”). An investment of $100 is assumed to have been made in the S&P HC Index as of December 31, 2019. Peer Group TSR was calculated by multiplying the initial investment of $100 by the quotient of the closing price of the S&P HC Index on December 31, 2020, 2021, 2022, 2023 and 2024 divided by the closing price on December 31, 2019, with dividends reinvested at the time they are paid.

(7)

Adjusted EPS is a non-GAAP financial measure and one of the core long-term metrics we use for purposes of evaluating performance for our compensation program, as further described in the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation – Annual Non-Equity Incentive Compensation.”

Named Executive Officers, Footnote

(1)

Mr. Hunter was appointed Chief Executive Officer effective April 11, 2022.

(2)

Ms. Osteen retired as Chief Executive Officer effective April 11, 2022.

(4)

The Named Executive Officers, other than the CEO, reflected in the Pay Versus Performance table represent the following individuals for each of the years listed below

2020	2021	2022	2023	2024
David M. Duckworth	David M. Duckworth	David M. Duckworth	Heather Dixon	Heather Dixon
Christopher L. Howard	Christopher L. Howard	Christopher L. Howard	Brian P. Farley	Brian P. Farley
John S. Hollinsworth	John S. Hollinsworth	John S. Hollinsworth	John S. Hollinsworth	Nasser Khan, M.D.
Laurence L. Harrod	Laurence L. Harrod	Laurence L. Harrod	David M. Duckworth	John S. Hollinsworth
			Laurence L. Harrod

Adjustment To PEO Compensation, Footnote

(3)

To calculate Compensation Actually Paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:

CEO SCT Table to CAP Reconciliation:

Name	Year	SCT Total		Deductions from SCT Total^(a)		Additions to SCT Total^(b)			CAP
Christopher H. Hunter	2024	$	7,089,167	$	5,099,925	$	(2,230,911	)	$	(241,669	)
	2023		7,404,606		4,749,977		5,698,123			8,352,752
	2022		6,415,224		4,500,022		6,566,930			8,482,132
Debra K. Osteen	2024		–		–		–			–
	2023		–		–		–			–
	2022		2,620,043		1,059,857		15,542,122			17,102,308
	2021		9,853,107		6,989,753		26,949,377			29,812,731
	2020		5,131,395		2,789,779		15,307,298			17,648,915

(a)

Represents the grant date fair value of equity-based awards granted each year calculated in accordance with ASC 718.

(b)

Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP is further detailed in the table below. For performance-vesting restricted stock unit awards, fair value amounts have been computed consistent with the methodology used in the Company’s Consolidated Financial Statements as of December 31, 2020, 2021, 2022, 2023 and 2024, respectively.

Equity Component of CAP:

Christopher H. Hunter

Year	Fair Value of Current Year Equity Awards at Year-End		Change in Value of Prior Years’ Awards Unvested at Year-End			Change in Value of Prior Years’ Awards That Vested in the Year			Equity Value Included in CAP
2024	$	2,975,019	$	(5,148,737	)		(57,192	)	$	(2,230,911	)
2023		6,050,233		(321,521	)		(30,589	)		5,698,123
2022		6,566,930		–			–			6,566,930
2021		–		–			–			–
2020		–		–			–			–

Debra K. Osteen

Year	Fair Value of Current Year Equity Awards at Year-End		Change in Value of Prior Years’ Awards Unvested at Year-End		Change in Value of Prior Years’ Awards That Vested in the Year			Equity Value Included in CAP
2024		–		–		–			–
2023		–		–		–			–
2022	$	9,972,986	$	7,341,244	$	(1,772,108	)	$	15,542,122
2021		23,567,139		3,215,353		166,885			26,949,377
2020		13,014,224		533,148		1,759,927			15,307,298

Non-PEO NEO Average Compensation Actually Paid Amount

$ (19,323)

1,079,088

9,817,787

8,870,858

6,550,425

Compensation Actually Paid vs. Total Shareholder Return

Comparison of Compensation Actually Paid and Company TSR

The following graph reflects the relationship between our CEO and average non-CEO NEO “compensation actually paid” versus our cumulative TSR, assuming an initial fixed investment of $100 on December 31, 2019, for the years ended December 31, 2020, 2021, 2022, 2023 and 2024.

Compensation Actually Paid vs. Company Selected Measure

Comparison of Compensation Actually Paid and Adjusted EPS

The following graph reflects the relationship between our CEO and average non-CEO NEO “compensation actually paid” and our Adjusted EPS for the years ended December 31, 2020, 2021, 2022, 2023 and 2024.

Tabular List, Table

Financial Performance Measures

As further described in the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation,” the Company’s executive compensation program is heavily weighted to performance-based pay, with a significant emphasis on long-term performance and stockholder value creation. The Company primarily uses three core metrics across its long-term and short-term incentive awards: Adjusted EPS, Adjusted EBITDA and revenue. The Company uses Adjusted EPS, Adjusted EBITDA and revenue to determine annual cash incentive awards and performance-based equity awards because they are important measures of our performance and the performance of our management, they drive our success and growth and they are key criteria by which management plans and analyzes our business. In addition, the Company uses certain non-financial measures to determine annual cash incentive awards in order to incentivize and align achievement for certain key qualitative metrics. Therefore, the most important financial performance measures (and only financial measures used in current plans/awards) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

●

Adjusted EPS

●

Adjusted EBITDA

●

Revenue

Peer Group Total Shareholder Return Amount

$ 126

$ 124

$ 118

$ 147

$ 134

PEO Name

Ms. Osteen

Mr. Hunter

Ms. Osteen

Net Income (Loss), Including Portion Attributable to Noncontrolling Interest

$ 264,484,000

$ (15,661,000)

$ 280,033,000

$ 195,562,000

$ (669,199,000)

Pay vs Performance Disclosure

Non-GAAP Measure Description

(7)

Adjusted EPS is a non-GAAP financial measure and one of the core long-term metrics we use for purposes of evaluating performance for our compensation program, as further described in the section above entitled “COMPENSATION DISCUSSION AND ANALYSIS – Components of Executive Compensation – Annual Non-Equity Incentive Compensation.”