Annual Cash Bonuses
Each of our NEOs participated in our 2024 annual non-equity incentive plan, pursuant to which they were eligible to earn a cash incentive award based on corporate performance focused on revenue and earnings before interest and taxes (“EBIT”) objectives and, with respect to Messrs. Furlong and Macan, individual performance goals. For Mr. Sullivan, the revenue and EBIT metrics represented 70% and 30%, respectively, of his non-equity incentive compensation opportunity. For each of Messrs. Furlong and Macan, the revenue, EBIT, and individual performance goals represented 50%, 30% and 20%, respectively, of his non-equity incentive compensation opportunity. The 2024 target annual cash incentive opportunity of Messrs. Sullivan, Furlong, and Macan was 100%, 50%, and 50% of annual base salary, respectively, with the amount of the non-equity incentive compensation award ranging from 0 to 200%. In February 2025, the Compensation Committee evaluated the Company’s performance relative to these performance metrics. The threshold payout of 50% on the revenue metric was 2024 annual revenue of $74,000,000, the target payout of 100% on the revenue metric was 2024 annual revenue of $82,200,000, and the maximum payout of 200% on the revenue metric was 2024 annual revenue of $94,500,000. The Company failed to achieve the threshold metric for revenue, so none of Messrs. Sullivan, Furlong, or Macan received non-equity incentive compensation under the revenue metric. The threshold payout of 50% on the EBIT metric was 2024 EBIT of $(23,850,000), the target payout of 100% on the EBIT metric was 2024 EBIT of $(20,400,000), and the maximum payout of 200% on the EBIT metric was 2024 EBIT of $(16,880,000). After adjusting EBIT to eliminate the impact of the transaction costs related to the Company’s acquisition of Greenbrook, the related restructuring, and other one-time items, all of which were not contemplated when the EBIT metrics were set in early 2024, the Compensation Committee determined that the Company had achieved EBIT of $(22,661,000), resulting in a payout at 77.5% of target. The individual performance goals for Messrs. Furlong and Macan were qualitative in nature based on the achievement of specified goals for the business functions they oversee. The Compensation Committee determined that Messrs. Furlong and Macan satisfied these goals at target (100%). The amounts of non-equity incentive compensation awarded to our NEOs with respect to the year ending December 31, 2024 are set forth in the columns entitled “Non-Equity Incentive Compensation” and “Bonus” in the Summary Compensation Table.
Long-Term Incentive Compensation
Pursuant to the terms and conditions of the 2018 Plan, in February 2024, the Compensation Committee followed its long standing practice of granting annual long-term incentive awards, including to our NEOs, in the form of RSUs. On February 5, 2024, Messrs. Sullivan, Furlong, and Macan received RSUs representing 300,000, 100,000, and 90,000 shares, respectively. For a description of RSUs that may be settled for shares of our common stock granted to our Named Executive Officers in 2024, please see the section entitled “Outstanding Equity Awards at Fiscal Year End Table.”
In November 2024, the Compensation Committee decided to incorporate performance metrics into a portion of the annual long-term incentive awards granted to our senior leadership team, including our NEOs, beginning in 2025. Of the long-term incentive awards granted to our senior leadership team, including our NEOs, in February 2025, 75% are RSUs that vest on the first, second, and third anniversary of the original grant date (subject to the recipient continuing to provide service through each such date), and 25% are PRSUs for which achievement and vesting depend upon the Company’s attainment 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. Those PRSU grants to our NEOs have been reported on Form 4s filed with the SEC and will be reflected in the proxy statement for our 2026 annual meeting of stockholders.
PRSUs
In connection with the Company’s acquisition of Greenbrook, on December 10, 2024, members of the Company’s senior leadership team, including our NEOs, received PRSUs that 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 are as follows: (i) 25% of the award will be attained if the Company achieves Cash Flow Breakeven (as defined in the applicable PRSU grant notice) for the fiscal quarter ended June 30, 2025; (ii) 50% of the award will be attained if the Company achieves Cash Flow Breakeven for the fiscal quarter ended September 30, 2025 and (iii) 25% of the award will be attained if the Company achieves Cash Flow Breakeven for the fiscal quarter ended December 31, 2025.
