Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 20, 2025, Michael McMaude resigned as the President of Hospice Services of BrightSpring Health Services, Inc. (the “Company”), and the Chief Executive Officer of Abode Healthcare, Inc., a subsidiary of the Company (“Abode”), effective immediately (the “Effective Date”). Mr. McMaude is not resigning as a result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. As described below, Mr. McMaude will continue providing services to the Company as a consultant under the terms of the Resignation Agreement (as defined below).
In connection with Mr. McMaude’s resignation, Mr. McMaude and Abode have entered into that certain Resignation Agreement, dated as of June 20, 2025 (the “Resignation Agreement”). Pursuant to the terms of the Resignation Agreement, Mr. McMaude will serve as a non-employee consultant until the earlier of January 26, 2027, or until the Resignation Agreement is earlier terminated in accordance with its terms (such period, the “Consulting Period”).
Subject to Mr. McMaude’s timely execution and non-revocation of the Resignation Agreement, the Resignation Agreement provides for the following:
•As consideration for the consulting services to be provided thereunder, Abode will pay Mr. McMaude a consulting fee equal to $2,000.00 per month during the Consulting Period (with an additional $12,000.00 for the first forty-five (45) days of the Consulting Period) plus pre-approved expenses, if any;
•Mr. McMaude’s outstanding unvested stock options, restricted stock units and phantom shares will continue to vest for so long as Mr. McMaude provides consulting services to the Company during the Consulting Period;
•The terms of the previous grants of stock options to Mr. McMaude under the Amended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan will be amended to extend the exercise period of such stock options from ninety (90) days following a termination of his employment or service relationship with the Company to the applicable expiration date of such stock options; and
•The equity that Mr. McMaude purchased in connection with the Company’s acquisition of Abode may be sold by Mr. McMaude in tranches beginning on the Effective Date, subject to applicable securities laws.
In return for these agreements, Mr. McMaude will provide a customary general release and waiver of claims. The Resignation Agreement also provides that Mr. McMaude will continue to be subject to the restrictive covenants contained in his existing employment agreement and in other agreements and, during the Consulting Period and for a period of one (1) year thereafter, Mr. McMaude will be subject to a non-competition agreement and during the Consulting Period and for a period of two (2) years thereafter, Mr. McMaude will be subject to a non-solicitation and non-hire restrictions of such employment agreement.
The foregoing summary of the Resignation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Resignation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.