When he joined the Company on July 15, 2025, Mr. Pfanstiel received an inducement grant of 400,000 RSUs, 200,000 of which would vest pro rata on the first, second, and third anniversary of Mr. Pfanstiel’s start date, and 200,000 of which would vest pro rata on the second, third, and fourth anniversary of Mr. Pfanstiel’s start date (in each case, subject to Mr. Pfanstiel continuing to provide service through the applicable date).
In December 2025, in connection with Mr. Sullivan’s announced intention to retire, the Compensation Committee granted 164,361 and 170,212 RSUs to Messrs. Macan and Pfanstiel, respectively, intended to promote stability and continuity in our leadership team. The RSUs would vest on the earlier of June 30, 2027, the Company’s termination of the recipient without cause, or the recipient’s resignation for good reason.
2025 PRSU Awards
In February 2025, the Compensation Committee (and in the case of Mr. Sullivan, the Board) granted Messrs. Furlong, Macan, and Sullivan 52,500, 52,500, and 125,000 PRSUs, respectively, that would vest in equal installments depending upon the Company’s achievement of cash balance growth targets as of December 31, 2025, 2026, and 2027, with the actual number of shares received ranging from 0% to 150% of the target award depending upon the amount of cash on the Company’s balance sheet as of each such date. As of December 31, 2025, the Company achieved the threshold year-end cash balance target for December 31, 2025, but it would not have done so in the absence of debt and equity financing that the Compensation Committee and the Board did not contemplate when they made the grants; as such, the Compensation Committee exercised negative discretion on the final result such that that portion of the award did not vest.
In August 2025, to align Mr. Pfanstiel with the Company’s 2025 cash flow breakeven objectives, the Compensation Committee granted Mr. Pfanstiel 75,000 PRSUs. In each case, subject to Mr. Pfanstiel continuing to provide service through the applicable date, PRSUs vest on December 31, 2025 based on the following performance criteria: (i) 66.7% upon the achievement of cash flow breakeven in the third quarter of 2025; and (ii) 33.3% upon the achievement of cash flow breakeven in the fourth quarter of 2025. The Company did not achieve cash flow breakeven in the third quarter of 2025, so that portion of the award did not vest. The Company achieved cash flow breakeven in the fourth quarter of 2025, so that portion of the award vested.
In October 2025, to align the recipients with the Company’s 2026 cash flow breakeven objectives, the Compensation Committee (and in the case of Mr. Sullivan, the Board) granted 101,250, 75,000, and 337,500 PRSUs to Messrs. Macan, Pfanstiel, and Sullivan, respectively. The PRSUs vest 100% on September 30, 2026 (or as soon as practicable thereafter when achievement could be determined and subject to service through the applicable date) upon the achievement of the following performance criteria: (i) 33.3% for achievement of cash flow breakeven in the first quarter of 2026; (ii) 33.3% for the achievement of cash flow breakeven in the second quarter of 2026; and (iii) 33.3% for the achievement of cash flow breakeven in the third quarter of 2026.
2024 PRSU Awards
In connection with the Company’s acquisition of Greenbrook, on December 10, 2024, Messrs. Furlong, Macan, and Sullivan received PRSUs that would vest on December 31, 2025, subject to satisfaction of the applicable performance metrics and continuous service of the recipient through such date. The performance metrics were as follows: (i) 25% of the award would be attained if the Company achieved cash flow breakeven for the fiscal quarter ended June 30, 2025; (ii) 50% of the award would be attained if the Company achieved cash flow breakeven for the fiscal quarter ended September 30, 2025; and (iii) 25% of the award would be attained if the Company achieved cash flow breakeven for the fiscal quarter ended December 31, 2025. Performance criteria were not attained for the fiscal quarters ending June 30, 2025 and September 30, 2025, but were attained for the final quarter of 2025; as such, 25% of the PRSUs vested.
Employment Agreements
We have entered into employment agreements or offer letters with our NEOs. The key terms and conditions of these agreements are described below. For a discussion of the post-employment compensation arrangements with each of our Named Executive Officers, see the section entitled “Executive Officer Post-Employment Compensation Arrangements.”
Mr. Sullivan
We entered into an employment agreement with Mr. Sullivan dated July 14, 2020, pursuant to which we employed him as our President and Chief Executive Officer and he served as a member of the Board during
