Proxy Statement (definitive) (def 14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )



Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a-12
American Renal Associates Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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American Renal Associates Holdings, Inc.

March 20, 2018

To our fellow Shareholders:

We are pleased and excited to invite you to attend the 2018 Annual Meeting of Shareholders of American Renal Associates Holdings, Inc. to be held on Wednesday, May 2, 2018, at 9 a.m., Eastern Daylight Time, at the Wylie Inn and Conference Center, Marblehead Room, 295 Hale Street, Beverly, MA 01915. The annual meeting is a time for us to reflect on our performance in 2017 and to thank you for your support as a shareholder. We have much to be proud of, including our business performance over the past year, while continuing to maintain our strong commitment to the Core Values that have given us a premier brand in our industry.

Attached to this letter are a Notice of Annual Meeting of Shareholders and Proxy Statement, which describe the business to be conducted at the meeting. This Proxy Statement and Annual Report are first being sent or made available to stockholders on or about March 20, 2018. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” each of the proposals listed on the attached notice.

Your vote is important to us, and we hope that even if you plan to attend the Annual Meeting in person that you will vote as soon as possible. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote in person at the Annual Meeting.

Thank you for your continued support of American Renal Associates.

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American Renal Associates Holdings, Inc.

NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS




TIME AND DATE		9 a.m., Eastern Daylight Time, on Wednesday, May 2, 2018

PLACE		Wylie Inn and Conference Center, Marblehead Room, 295 Hale Street, Beverly, Massachusetts 01915

ITEMS OF BUSINESS		1. To elect the four Class II director nominees listed in the Proxy Statement.

		2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2018.

		3. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

RECORD DATE		You may vote at the Annual Meeting if you were a stockholder of record at the close of business on March 8, 2018.

VOTING BY PROXY		Your vote is very important to us. To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by completing, signing and returning a proxy card. Voting procedures are described on the following page.

This notice of annual meeting and proxy statement are being distributed and made available on or about March 20, 2018.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 2, 2018:

This Proxy Statement and our Annual Report are available at

www.edocumentview.com/ARA

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PROXY VOTING METHODS

If, at the close of business on March 8, 2018, you were a stockholder of record or held shares through a broker or bank, you may vote your shares by proxy at the Annual Meeting. If you were a stockholder of record, you may vote your shares over the Internet, by telephone or by mail, or you may vote in person at the Annual Meeting. You may also revoke your proxies in the manner described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other agent, you may vote by submitting voting instructions to your broker, bank or other agent.

If you are a stockholder of record, your vote must be received by 11:59 p.m., Eastern Daylight Time, on May 1, 2018 to be counted. If you hold shares through a broker, bank or other agent, please refer to information from your bank, broker or other agent for voting instructions.

To vote by proxy if you are a stockholder of record:

BY INTERNET


☐	Go to the website www.envisionreports.com/ARA and follow the instructions, 24 hours a day, seven days a week.


☐	You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.

BY TELEPHONE


☐	From a touch-tone telephone, dial 1-800-652-VOTE(8683) and follow the recorded instructions, 24 hours a day, seven days a week.


☐	You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card in order to vote by telephone.

BY MAIL


☐	If you have not already received a proxy card, you may request a proxy card from us by following the instructions on your Notice of Internet Availability of Proxy Materials.


☐	Mark your selections on the proxy card.


☐	Date and sign your name exactly as it appears on your proxy card.


☐	Mail the proxy card in the enclosed postage-paid envelope provided to you.

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

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GENERAL INFORMATION	1
PROPOSAL NO. 1—ELECTION OF DIRECTORS	6
Nominees for the Election of Class II Directors to the Board of Directors in 2018	6
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS	11
Director Independence and Independence Determinations	11
Director Nomination Process	11
Executive Sessions	12
Leadership Structure	12
Communications with the Board	13
Controlled Company Exception	13
Board Committees and Meetings	13
Committee Charters and Corporate Governance Guidelines	16
Code of Ethics and Conduct	16
Oversight of Risk Management	16
Stock Ownership Guidelines	17
Executive Officers of the Company	17
PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	19
Audit and Non-Audit Fees	19
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm	19
REPORT OF THE AUDIT COMMITTEE	21
EMERGING GROWTH COMPANY STATUS	22
EXECUTIVE COMPENSATION	22
Summary Compensation Table	22
Fiscal 2016 Supplemental Summary Compensation Table	24
Narrative Disclosure to Summary Compensation Table	24
Outstanding Equity Awards at December 31, 2017	32
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS AS OF DECEMBER 31, 2017	35
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	36
COMPENSATION OF DIRECTORS	36
Narrative Disclosure to Director Compensation Table	36
OWNERSHIP OF SECURITIES	38
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	40
TRANSACTIONS WITH RELATED PERSONS	41
Statement of Policy Regarding Transactions with Related Persons	41
Certain Related Party Transactions	42
STOCKHOLDER PROPOSALS FOR THE 2019 ANNUAL MEETING	46
HOUSEHOLDING OF PROXY MATERIALS	46
OTHER BUSINESS	47

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American Renal Associates Holdings, Inc.

500 Cummings Center

Suite 6550

Beverly, Massachusetts 01915

Telephone: 978-922-3080

PROXY STATEMENT

Annual Meeting of Shareholders

May 2, 2018

GENERAL INFORMATION

Why am I being provided with these materials?

We are providing this proxy statement (“Proxy Statement”) to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of American Renal Associates Holdings, Inc. of proxies to be voted at our 2018 Annual Meeting of Shareholders to be held on May 2, 2018 (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each stockholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this Proxy Statement and our annual report on Form 10-K for the fiscal year ended December 31, 2017 (referred to as the “Proxy Materials”) or (2) mailed you a paper copy of the Proxy Materials and a proxy card in paper format. If you have not received, but would like to receive, a paper copy of the Proxy Materials and a proxy card in paper format, you should follow the instructions for requesting such materials contained in the Notice of Internet Availability. Except where the context requires otherwise, references to the “Company,” “we,” “us” and “our” refer to American Renal Associates Holdings, Inc.

What am I voting on?

There are two proposals scheduled to be voted on at the Annual Meeting:


•	Proposal No. 1: Election of the four Class II director nominees listed in this Proxy Statement.


•	Proposal No. 2: Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2018.

Who is entitled to vote?

Only stockholders as of the close of business on March 8, 2018 (the “Record Date”) may vote at the Annual Meeting. As of that date, there were 32,074,108 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on the Record Date your shares were registered directly in your name with our transfer agent, Computershare Ltd., then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card, or vote by proxy over the telephone or on the Internet as instructed below, to ensure your vote is counted.

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Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, and not registered directly in your name with our transfer agent, then you are the beneficial owner of shares held in “street name” and the Notice of Internet Availability is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

How many votes do I have?

On each matter, you have one vote for each share of common stock you owned as of the Record Date.

How can I find the voting results of the 2018 Annual Meeting of Shareholders?

We plan to announce preliminary voting results at the Annual Meeting, and we will report final results in a Current Report on Form 8-K, which we intend to file with the Securities and Exchange Commission (“SEC”) shortly after the Annual Meeting.

What constitutes a quorum?

The holders of record of a majority of the voting power of the issued and outstanding shares of our capital stock entitled to vote at the Annual Meeting must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum.

How many votes are required to approve each proposal?

Under our Amended and Restated Bylaws (the “Bylaws”), directors (Proposal No. 1) are elected by a plurality of the votes cast in respect of shares present in person or represented by proxy and entitled to vote thereon, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting.

Under our Bylaws, the proposal to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2018 (Proposal No. 2) requires the vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote thereon.

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Under current New York Stock Exchange (“NYSE”) rules, Proposal No. 1 is considered a non-routine matter, and a broker will lack the authority to vote uninstructed shares at their discretion on this proposal. Proposal No. 2 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

How are votes counted?

With respect to the election of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “WITHHELD” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will not be counted as votes cast and will have no effect on the outcome of Proposal No. 1.

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With respect to the ratification of our independent registered public accounting firm (Proposal No. 2), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions are considered present and entitled to vote with respect to the ratification of our independent registered public accounting firm and will, therefore, have the same effect as votes against Proposal No. 2. There are no broker non-votes with respect to Proposal No. 2, as brokers are permitted to exercise discretion to vote uninstructed shares on this proposal.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you complete and submit your proxy card, the individuals named as proxies will follow your instructions. If you are a stockholder of record and you submit your proxy card but do not direct how to vote on each item, the individuals named as proxies will vote as the Board recommends on each Proposal. The individuals named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:


•	“FOR” each of the Class II director nominees set forth in this Proxy Statement; and


•	“FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2018.

Who will count the vote?

Representatives of Computershare Ltd. will tabulate the votes and act as inspectors of election.

How do I vote my shares without attending the Annual Meeting?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:


•	By Internet -You may submit your proxy by going to www.envisionreports.com/ARA and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your Notice of Internet Availability or your proxy card in order to vote by Internet.


•	By Telephone -You may submit your proxy by dialing 1-800-652-VOTE (8683) and by following the recorded instructions. You will need the 16-digit number included on your Notice of Internet Availability or on your proxy card in order to vote by telephone.

•

By Mail -If you have received a proxy card, you may vote by mail by signing and dating the enclosed proxy card where indicated and by returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Daylight Time, on May 1, 2018, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than May 1, 2018.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions from that organization rather than from us. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as

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instructed by your broker or bank. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

How do I vote my shares in person at the Annual Meeting?

If you are a stockholder of record and prefer to vote your shares at the Annual Meeting, you must bring proof of identification along with your 2018 Annual Meeting Admission Ticket. If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you may only vote shares at the Annual Meeting if you bring a signed proxy from the record holder (broker, bank or other agent) giving you the right to vote the shares, as well as proof of identification and your 2018 Annual Meeting Admission Ticket.

Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted if you later decide not to attend the Annual Meeting.

How do I attend the Annual Meeting?

In order to be admitted to the meeting, you will need to present (1) a form of personal identification, and (2) your 2018 Annual Meeting Admission Ticket.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting.

For directions to the meeting, you may contact Darren Lehrich at (978) 522-6063. Directions are also available on your 2018 Annual Meeting Admission Ticket.

What does it mean if I receive more than one Notice of Internet Availability or proxy card on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please vote once for each Notice of Internet Availability or proxy card you receive.

May I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:


•	voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 11:59 p.m., Eastern Daylight Time, on May 1, 2018;


•	mailing a properly signed proxy card, which has a later date than your previous vote, and that is received no later than May 1, 2018;


•	attending the Annual Meeting and voting in person; or


•	delivering a written statement to that effect to our Secretary, provided such statement is received no later than May 1, 2018.

If your shares are held by your broker, bank or other agent, please refer to information from your broker, bank or other agent on how to revoke or submit new voting instructions.

Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have voted by Internet, telephone or mail, the named proxies will have the discretion to vote on those matters for you.

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Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees (for no additional compensation) in person or by telephone, e-mail or other means of communication. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. We have also retained Georgeson, Inc. to assist in the distribution and solicitation of proxies and to verify records related to solicitation for a fee of approximately $1,775, plus reimbursement for all reasonable out-of-pocket expenses incurred during the solicitation.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Our amended and restated certificate of incorporation provides for a classified board of directors divided into three classes. Syed T. Kamal, Jared S. Hendricks, John M. Jureller and Susanne V. Clark constitute a class with a term that expires at the Annual Meeting (the “Class II Directors”); Joseph A. Carlucci, Steven M. Silver and Patrick T. Ryan constitute a class with a term that expires at the Annual Meeting of Shareholders in 2019 (the “Class III Directors”); and Michael E. Boxer, Thomas W. Erickson and Robert H. Fish constitute a class with a term that expires at the Annual Meeting of Shareholders in 2020 (the “Class I Directors”).

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the following slate of incumbent Class II director nominees for a three-year term expiring at the annual meeting of shareholders in 2021: Syed T. Kamal, Jared S. Hendricks, John M. Jureller and Susanne V. Clark. Action will be taken at the Annual Meeting for the election of these four Class II director nominees.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this Proxy Statement intend to vote the proxies held by them for the election of Syed T. Kamal, Jared S. Hendricks, John M. Jureller and Susanne V. Clark. All of the nominees have indicated that they will be willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board.

The following information describes the current members of the Board, including those incumbent directors who are nominees for election to the Board as Class II Directors, including the offices held, other business directorships and the class and term of each director nominee and director. When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, our Board focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. Beneficial ownership of equity securities of the director nominees and each director is shown under “Ownership of Securities” below.

Nominees for the Election of Class II Directors to the Board of Directors in 2018



Name	Age	Served as a Director Since
Syed T. Kamal	65	1999
Jared S. Hendricks	37	2010
John M. Jureller	58	2015
Susanne V. Clark	49	2017

The principal occupations and business experience, for at least the past five years, of each Class II Director nominee for election at the Annual Meeting are as follows:

Syed T. Kamal is a co‑founder of our Company and has served as our President and as a director of our Company since our inception in 1999. Mr. Kamal also served as Executive Vice President from 1999 to 2005. Mr. Kamal has more than 38 years of experience in the dialysis services industry. Prior to founding our company, Mr. Kamal served in various management roles at Fresenius Medical Care North America (“FMCNA”), including as President of FMCNA’s southern business unit, Vice President of Operations for FMCNA’s North America division, Director and Vice President of Operations for FMNCA’s International division and Regional Manager of FMNCA’s Mid‑Atlantic and Southeast regions (U.S.). Mr. Kamal holds a B.A. degree in Economics and Statistics and an M.B.A. degree from the University of Punjab in Pakistan.

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In nominating Mr. Kamal for election as a director, the Board considered his experience as an executive in the dialysis services industry, in addition to his providing a management perspective to Board deliberations and valuable information about the status of our day‑to‑day operations given his role as our President.

Jared S. Hendricks has served as a member of our Board of Directors since 2010. Mr. Hendricks also serves on the boards of directors of IPC Corp. and Ligado Networks LLC. Mr. Hendricks joined Centerbridge Partners, L.P., an investment management firm employing a flexible approach across investment disciplines-from private equity to credit and related strategies, and real estate, in 2006 and has served as a Senior Managing Director since 2014. Prior to joining Centerbridge Partners, L.P., from 2004 to 2006, Mr. Hendricks was an Associate at Silver Lake Partners, a private equity firm focused on investments in technology and related growth companies. Prior to joining Silver Lake, he was an investment banking analyst within the Global Industrial and Services group at Credit Suisse First Boston. Mr. Hendricks graduated summa cum laude from The Wharton School of the University of Pennsylvania where he received a B.S. in Economics.

In nominating Mr. Hendricks for election as a director, the Board considered his significant experience in working with companies controlled by private equity sponsors, particularly in the healthcare industry, and his extensive financial background.

John M. Jureller has served as a member of our Board of Directors since August 2015. Mr. Jureller also serves on the board of directors of White Plains Hospital in White Plains, NY and is the chairman of the finance committee as well as a member of the audit committee of the board of directors of White Plains Hospital. Mr. Jureller served on the audit committees of Studio Moderna Holdings B.V. from 2011 to 2012 and Torex Retail Holdings Ltd. from 2009 to 2012. Since November 2017, Mr. Jureller has served as a Managing Director at Accordion Partners, a financial advisory firm. Mr. Jureller was an independent financial and management consultant from November 2016 to November 2017, and prior to that served as the executive vice president and chief financial officer of Frontier Communications Corp. from January 2013 until November 2016. Prior to joining Frontier Communications Corp., Mr. Jureller served in a variety of senior financial roles with various companies including General Atlantic LLC, WestPoint International, Inc., AlixPartners, LLP, PepsiCo, Inc. and General Electric Capital Corporation. Mr. Jureller began his career with the corporate banking and leveraged finance groups at Bankers Trust Company. Mr. Jureller received a B.S. in Finance and an M.B.A. from Cornell University.

In nominating Mr. Jureller for election as a director, the Board considered his extensive financial background and significant executive management experience at various public and private companies, including his experience as chief financial officer of a large, publicly traded company, which enables him to contribute valuable perspectives to our Board on financial, risk management, public reporting, compliance, investor relations, operational and other matters.

Susanne V. Clark has served as a member of our Board of Directors since April 2017. Ms. Clark has served as a Senior Managing Director and the General Counsel of Centerbridge Partners, L.P. since December 2009. Prior to joining Centerbridge Partners, L.P., Ms. Clark was the General Counsel and Chief Compliance Officer of Basso Capital Management, L.P (“Basso”), an SEC-registered investment adviser managing multi-strategy, convertibles and credit funds from January 2007 to November 2009. Prior to Basso, Ms. Clark was the Deputy General Counsel of Amaranth Group Inc., an investment adviser for multi-strategy and long/short equity funds from October 2003 to December 2006. Before that, from May 1999 to October 2003, Ms. Clark served as Vice President and Assistant General Counsel at Goldman Sachs, where she was responsible for finance and corporate legal matters involving The Goldman Sachs Group, Inc. and, prior to that, for legal matters involving the investment banking business of Goldman, Sachs & Co. Ms. Clark started her career as an Associate in the New York office of Shearman & Sterling LLP. Ms. Clark graduated with honors from Swarthmore College and received her J.D. from Columbia Law School.

In nominating Ms. Clark for election as a director, the Board considered her significant experience in working with companies controlled by private equity sponsors and her executive experience with a wide range of issues, including finance and corporate legal matters.

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THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE

ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

Class III Directors Continuing in Office Until Our 2019 Annual Meeting



Name	Age	Served as a Director Since
Joseph A. Carlucci	64	1999
Steven M. Silver	49	2010
Patrick T. Ryan	59	2016

The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:

Joseph A. Carlucci is a co‑founder of our Company and our Chief Executive Officer and has served as the Chairman of our Board of Directors since 2012. Mr. Carlucci has more than 39 years of experience in the dialysis services industry. Mr. Carlucci also served as our Chief Operating Officer and Treasurer from our inception in 1999 to 2005. Prior to founding our company, Mr. Carlucci served as President and CEO of Optimal Renal Care, a joint venture between FMCNA and Kaiser Permanente of Southern California designed as a disease management organization providing additional opportunities to improve treatment outcomes, improve cost structures, and implement new technologies and methods of dialysis care. Prior to that, Mr. Carlucci served as Vice President of Administration at FMCNA and was responsible nationally for managed care, medical director relations and facility development. He has operations experience from Facility Administrator to Director of U.S. Operations at FMCNA. Mr. Carlucci also serves on the board of directors of Colorado Center for Reproductive Medicine. Mr. Carlucci holds a B.S. degree in Accounting from Bentley University.

Mr. Carlucci, as one of our co-founders, brings to the Board his experience as an executive in the dialysis services industry, in addition to providing a management perspective to Board deliberations and valuable information about the status of our day‑to‑day operations given his role as our Chief Executive Officer.

Steven M. Silver has served as a member of our Board of Directors since 2010. Mr. Silver also serves on the boards of directors of KIK Custom Products Inc., Wok Holdings, Ltd., Reddy Ice Holdings, Inc., Remedi SeniorCare Holding Corporation, TriMark USA, LLC and White Plains Hospital. Mr. Silver joined Centerbridge Partners, L.P. as a Senior Managing Director in 2006. Prior to joining Centerbridge Partners, L.P., Mr. Silver was a Managing Director and Partner at Vestar Capital Partners, a private equity investment firm. Mr. Silver began his career as a member of the Mergers & Acquisitions department of Wasserstein Perella & Co. in New York and London. Mr. Silver received a B.A. from Yale College and an M.B.A. with high distinction from Harvard Business School in 1995, where he was a George F. Baker Scholar.

Mr. Silver brings to the Board his significant experience in working with companies controlled by private equity sponsors, particularly in the healthcare industry, and his extensive financial background.

Patrick T. Ryan has served as a member of our Board of Directors since May 2016. Mr. Ryan’s principal occupation, effective February 2012, is Chief Executive Officer of Press Ganey Associates, Inc., whose principal business is health care performance improvement solutions and consulting. Mr. Ryan has also served on Press Ganey’s Board of Directors since February 2012. Prior to joining Press Ganey, Mr. Ryan served as the Chief Executive Officer of The Broadlane Group, a healthcare cost management and supply chain organization, from 2008 until 2010. Mr. Ryan served as Chief Executive Officer of PolyMedica Corporation, the parent company of Liberty Medical Supply, a direct-to-consumer provider of diabetes testing supplies and related services, from 2004 until 2007. In addition, Mr. Ryan served as the Chairman and Chief Executive Officer of Physicians Dialysis, Inc., Chief Executive Officer of Principalcare, Inc., President and Chief Executive Officer of ImageAmerica, Inc. and Co-Founder and President of R.B Diagnostics. He began his career working for American Hospital Supply Corporation. Mr. Ryan has served as a director of Affiliated Managers Group, Inc. since 2007, and is a member of its audit,

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compensation and nominating committees. He is also a board member of ChoiceOne Urgent Care, LLC. He has served on the boards of the Massachusetts Hospital Association’s Committee on Governance, Beth Israel Deaconess Medical Center, Lahey Health and Atrius Health. Mr. Ryan earned a B.A. from the University of Rochester.

Mr. Ryan brings to the Board his significant business and leadership experience, including as the chief executive officer of Press Ganey.

Class I Directors Continuing in Office Until Our 2020 Annual Meeting



Name	Age	Served as a Director Since
Michael E. Boxer	56	2010
Thomas W. Erickson	67	2011
Robert H. Fish	67	2017

The principal occupations and business experience, for at least the past five years, of each Class I are as follows:

Michael E. Boxer has served as a member of our Board of Directors since 2010. Mr. Boxer is a senior advisor (i.e., an independent consultant) to Centerbridge Partners, L.P. Mr. Boxer is also the vice chairman of the board of directors and chairman of the audit committee of Remedi SeniorCare Holding Corporation and serves on the board of directors and is chairman of the audit committee of Superior Vision Corporation. Mr. Boxer also serves on the board of directors of GI Scientific. He served as chairman of the audit committee and a board member of Genesis Healthcare, Inc. (formerly Skilled Healthcare Group, Inc.) from 2006 until 2015. Additionally, Mr. Boxer is President of The Enterprise Group Ltd., a healthcare advisory firm. Mr. Boxer served as the chief financial officer of HealthMarkets, Inc., a provider of health and life insurance products, from 2006 to 2008. Mr. Boxer was chief financial officer of Mariner Health Care, Inc., a 300-facility skilled nursing facility and 15-hospital long-term acute care provider, from 2003 to 2005. From 1998 to 2002, Mr. Boxer served as chief financial officer of Allergan plc (formerly Watson Pharmaceuticals Inc.), an integrated specialty pharmaceutical company. Prior to that, Mr. Boxer was a healthcare investment banker at Furman Selz. Mr. Boxer received a B.B.A. in Finance from Colorado State University and an M.B.A. from the University of Chicago Booth School of Business.

Mr. Boxer brings to the Board his experience in executive management and accounting, including his significant experience as a senior executive as well as a board member and chairman of audit committees at various healthcare companies.

Thomas W. Erickson has served as a member of our Board of Directors since 2011. Mr. Erickson also serves as chairman of the executive committee of Luminex Corporation, a developer and manufacturer of biological testing technologies and products for the diagnostics, pharmaceutical and life sciences industries, and is chairman of the executive committee of 3D Systems Corporation, a developer and manufacturer of 3D printing products and services. Mr. Erickson has also held various public company directorships and executive roles, including chairman and interim chief executive officer of Western Dental Services, Inc., a senior advisor to New Mountain Capital, LLC, a private equity firm, chairman of the board and interim president of National Medical Health Card Systems, Inc., a pharmacy benefits manager, chairman of the board of Pathways, Inc., an operator of post-acute care facilities, chairman of the board of TransHealthcare, Inc., a health care services company, chairman and interim chief executive officer of LifeCare Health Partners, LLC, an operator of long-term acute care hospitals, interim president and chief executive officer of Luminex Corporation, interim president and chief executive officer of Omega Healthcare Investors, Inc., a healthcare focused real estate investment trust, and chairman of the board of Inmar, Inc., a reverse logistics and revenue recovery company. Mr. Erickson was also a cofounder, president and chief executive officer of CareSelect Group, Inc., a physician practice management company. Earlier in his career, Mr. Erickson held several management positions at American Hospital Supply Corporation. Mr. Erickson holds a Bachelors in Business Administration from the University of Iowa and an M.B.A. from Southern Methodist University.

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Mr. Erickson brings to the Board his experience in the healthcare industry, including his significant experience as chairman of the board of directors and chief executive officer of several healthcare‑focused companies.

Robert H. Fish has served as a member of our Board of Directors since April 2017. Mr. Fish currently serves as the Chairman of the Board of Directors of Genesis Healthcare, Inc., a national provider of post-acute healthcare services (“Genesis”), and as a director of LifeCare Health Partners, LLC , a private long-term acute hospital company. Mr. Fish joined Skilled Healthcare Group, Inc., which was later acquired by Genesis , as the Chief Executive Officer in November 2013. Mr. Fish served as Skilled Healthcare’s Chief Executive Officer until February 2015, when the combination of Skilled Healthcare and Genesis was completed . During his career, Mr. Fish has served as Chairman, President or Chief Executive Officer of a number of public and private healthcare services companies. From January 2012 until he joined Skilled Healthcare in November 2013, Mr. Fish served as Managing Partner of Sonoma-Seacrest, LLC, a California health care firm specializing in strategic planning, performance improvement and merger and acquisition matters. Mr. Fish’s prior board positions include serving as the Chairman of REACH Medical Holdings, a regional air medical transport company, from 2008 to 2012, which was acquired by Air Medical Group Holdings; serving as the Executive Chairman of Coram, Inc., a large home infusion provider, from 2005 to 2006, until its sale to Apria; serving as a director of NeighborCare, Inc., a large institutional pharmacy, from 2003 to 2005, until its acquisition by Omnicare; and serving as the Lead Director of Genesis from 2003 to 2007. From October 2001 to May 2002, Mr. Fish served as a director and subsequently from 2002 to 2003, Mr. Fish served as Chairman and Chief Executive Officer of Genesis Health Ventures, a long-term care and institutional pharmacy company and predecessor in interest to Genesis. Mr. Fish also has extensive experience in hospital administration, having been President and Chief Executive Officer of St. Joseph Health System from 1995 to 1999 and Valley Care Health System from 1985 to 1995, as well as a member of the Board of Directors of the St. Helena Hospital Foundation, a philanthropic organization benefiting the St. Helena Hospitals in Napa Valley, since 2013. Mr. Fish received a Bachelor of Arts degree in Sociology from Whittier College and a Masters of Public Health degree in Hospital Administration from the University of California, Berkeley.

Mr. Fish brings to the Board his extensive experience in the healthcare services industry generally and, in particular, his public company directorial experience as a director, lead director and executive chairman and his roles as chief executive.

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Board of Directors directs and oversees the management of our business and affairs and has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Compliance Committee. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues .

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless our Board affirmatively determines that he or she does not have a material relationship with us or any of our subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with us or any of our subsidiaries).

Our Corporate Governance Guidelines define an “independent” director in accordance with Section 303A.02 of the NYSE’s Listed Company Manual. In addition, audit and compensation committee members are subject to the additional independence requirements of applicable SEC rules and NYSE listing standards. Our Corporate Governance Guidelines require our Board to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, our Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board has affirmatively determined that each of Messrs. Boxer, Erickson, Fish, Hendricks, Jureller, Ryan and Silver, and Ms. Clark, is independent under the guidelines for director independence set forth in our Corporate Governance Guidelines and the applicable NYSE listing standards, including with respect to committee membership with respect to the committees, if any, on which they serve. In making the director independence determinations, the Nominating and Corporate Governance Committee and the Board considered the fact that Messrs. Hendricks and Silver, and Ms. Clark are employed by Centerbridge Partners, L.P., affiliates of which received payments from the Company during fiscal 2016 pursuant to a transaction fee and advisory services agreement that was terminated in April 2016, and the fact that Mr. Ryan is the Chief Executive Officer of Press Ganey Associates, Inc., which has provided, and continues to provide, patient satisfaction surveys to the Company. Payments received by Centerbridge and Press Ganey, respectively, pursuant to the foregoing transactions did not exceed the greater of $1 million or 2% of Centerbridge’s or Press Ganey’s, as applicable, consolidated gross revenues in any of the last three fiscal years.

Director Nomination Process

Our Board seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and ability to work collegially with the other members of the Board. In addition, although the Board considers diversity of viewpoints, background and experiences, the Board does not have a formal diversity policy. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third-party recommendations. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating

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candidates regardless of the source of the referral. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.

In addition to the process described above, the Nominating and Corporate Governance Committee also nominates a number of individuals designated by Centerbridge Capital Partners, L.P. and certain of its affiliates (“Centerbridge”) as required under the provisions of the stockholders agreement described below under “Transactions With Related Persons-Stockholders Agreement.” The stockholders agreement provides that until we cease to be a controlled company, Centerbridge will have the right to designate a majority of our directors. After we cease to be a controlled company, Centerbridge will continue to have the right to designate nominees to our Board, subject to the maintenance of certain ownership requirements in our company. Centerbridge has designated Messrs. Boxer, Erickson, Fish, Hendricks, Jureller and Silver , as well as Ms. Clark, as directors. Messrs. Carlucci and Kamal became our directors pursuant to the rights granted to them under the stockholders agreement.

When considering whether the nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the nominees’ contributions to our and our subsidiaries’ success in recent years and on information discussed in each of the nominee’s biographical information set forth above. We believe that our director nominees provide an appropriate mix of experience and skills relevant to the size and nature of our business. In particular, with respect to Mr. Kamal, our Board considered his experience as an executive in the dialysis services industry, in addition to his providing a management perspective to Board deliberations and valuable information about the status of our day‑to‑day operations given his role as our President; with respect to Mr. Hendricks, our Board considered his significant experience in working with companies controlled by private equity sponsors, particularly in the healthcare industry, and his extensive financial background; with respect to Mr. Jureller, our Board considered his extensive financial background and significant executive management experience at various public and private companies, including his experience as chief financial officer of a large, publicly traded company, which enables him to contribute valuable perspectives to our Board on financial, risk management, public reporting, compliance, investor relations, operational and other matters; and with respect to Ms. Clark, our Board considered her significant experience in working with companies controlled by private equity sponsors and her executive experience with a wide range of issues, including finance and corporate legal matters.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Stockholders wishing to propose a candidate for consideration may do so by submitting the proposed candidate’s full name and address, résumé and biographical information to the attention of the Secretary of the Company, Michael R. Costa, Esq., American Renal Associates Holdings, Inc., 500 Cummings Center, Suite 6550, Beverly, MA 01915. All recommendations for nomination received by the Secretary that satisfy the requirements in our Bylaws relating to director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors will meet in a private session that excludes management and any non-independent directors. A director designated at each executive session by the non-management or independent directors, as applicable, presides at the executive sessions. If a lead independent director is elected, such person will preside at executive sessions.

Leadership Structure

Joseph A. Carlucci has served as our Chairman since 2012 and Chief Executive Officer since 2005. In accordance with our Corporate Governance Guidelines, the Board selects the Company’s Chairman and the Company’s Chief Executive Officer in any way it considers in the best interests of the Company and, accordingly, does not have a policy on whether the roles of Chairman and Chief Executive Officer should be separate or

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combined and, if separate, whether the Chairman should be selected from the independent directors. At this time, the Board believes that the Company’s current Chief Executive Officer is best situated to serve as Chairman. Mr. Carlucci co-founded the Company and is highly knowledgeable with respect to the Company’s business, operations and industry. Mr. Carlucci is well positioned to identify strategic priorities and lead the Board’s consideration and analysis of such priorities. The Board believes that the Company’s current combined role of Chairman and Chief Executive Officer promotes consistency and efficiency in the development and execution of the Company’s business strategy. The Board does not have a lead independent director. Rather, all of the independent directors play an active role on the Board and possess the critical experience and business judgment to help guide our Company and provide the Chairman with crucial insight to develop and execute the Company’s business strategy.

Communications with the Board

As described in our Corporate Governance Guidelines, any stockholder or other interested party who wishes to communicate with a member or members of the Board, including any chairperson of any of the Audit, Compliance, Compensation or Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Secretary of the Company, 500 Cummings Center, Suite 6550, Beverly, Massachusetts 01915, who will forward such communication to the appropriate party.

Controlled Company Exception

Centerbridge beneficially owns shares representing a majority in voting power of our shares eligible to vote in the election of directors, as shown under “Ownership of Securities” below. As a result, we are a “controlled company” within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements that (1) a majority of its board of directors consist of independent directors, (2) its board of directors have a compensation committee that is comprised entirely of independent directors, with a written charter addressing the committee’s purpose and responsibilities, and (3) its board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors, with a written charter addressing the committee’s purpose and responsibilities. Although, as disclosed above, as of the date of this Proxy Statement, a majority of our Board consists of independent directors, we remain eligible to utilize the foregoing “controlled company” elections. In the event that we cease to be a “controlled company” and our shares continue to be listed on the NYSE, we will be required to comply with these standards and, depending on the Board’s independence determination with respect to our then-current directors, we may be required to add additional directors to our Board in order to achieve such compliance within the applicable transition periods.

Board Committees and Meetings

Subject to NYSE listing standards and applicable law, until such time as we cease to be a “controlled company,” Centerbridge will have the right to designate a majority of the members of any committee of our Board, and when we cease to be a “controlled company,” Centerbridge will have the right to designate one member to each of the committees of our Board or such greater number of members that is as nearly proportionate to Centerbridge’s representation on our Board as possible.

The following table summarizes the current membership of each of the Board’s Committees.

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	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Compliance Committee
Steven M. Silver
John M. Jureller	Chair
Thomas H. Erickson		Chair
Jared Hendricks			Chair
Michael Boxer				Chair
Patrick Ryan
Robert H. Fish

All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. During the year ended December 31, 2017 (“fiscal 2017”), the Board held eight meetings, the Audit Committee held four meetings, the Compensation Committee held seven meetings, the Nominating and Corporate Governance Committee held four meetings and the Compliance Committee held eight meetings. During fiscal 2017, each director attended 75% or more of the total number of meetings of the Board and of the committees on which each such director served (during the periods that he served), and all directors, other than Mr. Silver, attended our 2017 Annual Meeting of Shareholders.

Audit Committee

Our Audit Committee consists of Messrs. Jureller, Fish and Ryan, with Mr. Jureller serving as chair. All members of the Audit Committee have been determined to be “independent,” consistent with our Audit Committee charter, Corporate Governance Guidelines, SEC rules and the NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has also determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board has determined that Mr. Jureller qualifies as an audit committee financial expert, as defined by applicable SEC regulations.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at www.americanrenal.com under “Investor Relations: Corporate Governance: Governance Documents: Audit Committee Charter,” and include assisting the Board in overseeing the following:


•	the quality and integrity of our financial statements;


•	our accounting and financial reporting process and the audits of our financial statements;


•	our compliance with legal and regulatory requirements in coordination with the Compliance Committee;


•	the independent registered public accounting firm’s qualifications, performance and independence; and


•	the qualifications and performance of our internal audit function.

The Audit Committee also prepares the report of the committee required by the rules and regulations of the SEC to be included in our annual proxy statement.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Messrs. Hendricks, Erickson and Silver, with Mr. Hendricks serving as chair. Each of Messrs. Hendricks, Erickson and Silver has been determined to be “independent,” as defined by our Corporate Governance Guidelines and the NYSE listing standards.

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found at www.americanrenal.com under “Investor Relations: Corporate Governance: Governance Documents: Nominating and Corporate Governance Committee Charter,” and include the following:

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•	identifying individuals qualified to become directors, consistent with the criteria approved by the Board, and selecting, or recommending that our Board select, the director nominees for each annual meeting of stockholders or to otherwise fill vacancies or newly created directorships on the Board that may occur between meetings;


•	developing and recommending to our Board a set of corporate governance principles applicable to us;


•	overseeing the evaluation of the performance of our Board and management;


•	establishing, monitoring and recommending to the Board the purpose, structure and operations of the various committees of the Board; and


•	recommending to the Board the members of the Board to serve on the various committees of the Board.

Compensation Committee

Our Compensation Committee consists of Messrs. Erickson, Hendricks and Silver, with Mr. Erickson serving as chair. Each of Messrs. Erickson, Hendricks and Silver has been determined to be “independent,” as defined by our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and compensation committees in particular.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at www.americanrenal.com under “Investor Relations: Corporate Governance: Governance Documents: Compensation Committee Charter,” and include the following:


•	establishing and reviewing our overall compensation philosophy;


•	overseeing our executive compensation policies and practices;


•	reviewing and approving matters related to the compensation of our Chief Executive Officer and our other executive officers; and


•	reviewing and monitoring of our incentive and equity-based compensation plans.

Our Compensation Committee reviews and approves, or recommends to the Board, the annual compensation of our Chairman and Chief Executive Officer and our other executive officers, taking into consideration, among other things, each individual’s performance and contributions to the Company in light of such executive’s goals and objectives. As part of the Compensation Committee’s compensation setting process, the Compensation Committee will review on a periodic basis the operations of the Company’s executive compensation programs to determine if they are effective in achieving their intended purpose. Our Chief Executive Officer and other executive officers do not participate in the determination of their own respective compensation or the compensation of directors. However, our Chief Executive Officer does make recommendations to our Compensation Committee with respect to specific compensation actions related to the other executive officers.

With respect to director compensation, our Compensation Committee reviews and recommends to the full Board the compensation of non-management directors (other than directors who are not paid additional compensation for their services as directors or as committee members), and the full Board then reviews these recommendations and makes a final determination on the compensation of such directors.

In 2017, the Compensation Committee retained Fredric W. Cook & Co., Inc. (“FW Cook”) as a compensation consultant to determine and recommend the amount and form of executive and director compensation and to assist it in developing appropriate compensation philosophies and plans.

Compliance Committee

Our Compliance Committee consists of Messrs. Boxer, Erickson and Ryan, with Mr. Boxer serving as chair.

The duties and responsibilities of the Compliance Committee are set forth in its charter, which may be found at www.americanrenal.com under “Investor Relations: Corporate Governance: Governance Documents: Compliance Committee Charter,” and include the following:

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•	review and recommend the Compliance Program, including the Compliance Reference Manual and the Code of Conduct, which is designed to ensure compliance with all applicable legal, regulatory, and ethical requirements, for full Board approval;


•	review and approve the annual Compliance Work Plan prepared by our Chief Compliance Officer, including the annual Audit Plan and the annual Training Plan;


•	assess at least annually the effectiveness of the Compliance Program and of the Executive Compliance Committee, a committee of executives who oversee the implementation of the Compliance Program;


•	review and evaluate findings and recommendations from completed compliance activities and audits, including management responses and action plans; and


•	ensure adequate resources are available for an effective Compliance Program.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our Board’s views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, revised accordingly upon recommendation to and approval by our Board.

Our Corporate Governance Guidelines, Audit, Compensation, Compliance and Nominating and Corporate Governance Committee charters, and other corporate governance information are available on our website at www.americanrenal.com under “Investor Relations: Corporate Governance: Governance Documents.”

Code of Ethics and Conduct

We have adopted a written Code of Ethics and Conduct that applies to all of our directors, officers and employees, including our Chairman and Chief Executive Officer, Chief Financial Officer and other senior executive officers, as well as our physician and institutional partners. The Code of Ethics and Conduct sets forth our policies and expectations on a number of topics, including our obligations to our patients and relations with referral sources and others, other conflicts of interest, compliance with laws, use of our assets, our business practices, protecting our shareholders and our Compliance Program. A current copy of the Code of Ethics and Conduct is posted on our website at www.americanrenal.com under “Investor Relations: Corporate Governance: Governance Documents: Code of Ethics and Conduct.” If we ever were to amend or waive any provision of our Code of Ethics and Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website at www.americanrenal.com rather than by filing a Form 8-K. In the case of a waiver for an executive officer or a director, the required disclosure also will be made available on our website.

Oversight of Risk Management

Our Chief Executive Officer, President, Chief Financial Officer and other executive officers regularly report to the non-executive directors and the Audit, Compensation, Nominating and Corporate Governance, and Compliance Committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of our Board provides appropriate risk oversight of our activities. The Board has extensive involvement in the oversight of compliance and risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit Committee and the Compliance Committee. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, our compliance with legal and public company regulatory requirements and our enterprise risk management program. Through its regular meetings with management, including the finance, legal, compliance and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management. Further to such oversight, the Compliance Committee represents the Board by reviewing our healthcare-related regulatory and compliance programs and policies, including the review and approval of any compliance program initiatives, annual audit plans and trainings, as well as monitoring, controlling and mitigating

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healthcare compliance risk exposure. The Compliance Committee meets periodically with our executive compliance committee and the Chief Compliance Officer to assess the effectiveness of our compliance programs and recommends any necessary modifications to the Board and management.

Stock Ownership Guidelines

In April 2017, our Compensation Committee adopted stock ownership guidelines pursuant to which certain covered executives and non-employee directors are expected to accumulate and retain specified levels of ownership of our equity securities, so as to further align their interests and actions with the interests of our stockholders. The Compensation Committee developed these guidelines based in part on analyses provided by its compensation consultant, FW Cook, which included analysis of policies instituted at our peer companies. The approved guidelines are as follows:



● Chief Executive Officer:	6x base salary
● President:	3x base salary
● Chief Financial Officer:	3x base salary
● Chief Operating Officer:	3x base salary
● Non-Employee Directors:	3x annual cash retainer

Participants are expected to comply with the ownership guidelines within five years of becoming subject to the guidelines. Once the ownership guidelines have been satisfied, future declines in our stock price will not affect compliance so long as the participant holds the number of shares he or she held at the time he or she achieved the expected ownership level.

In determining a participant’s share ownership level, the following are included: shares owned directly by the participant, shares owned indirectly (e.g., by or with a spouse or held in trust for the participant or one or more family members of the participant) and shares (and share equivalents) held in qualified or nonqualified savings, profit sharing or deferred compensation accounts. Annually, the Compensation Committee will monitor participants’ compliance with these guidelines.

Executive Officers of the Company

Set forth below is certain information regarding each of our current executive officers.



Name	Age	Principal Occupation and Other Information
Joseph A. Carlucci (1)	64	Chief Executive Officer and Chairman of the Board of Directors
Syed T. Kamal (2)	65	President and Director
Don E. Williamson, M.D.	55	Executive Vice President and Chief Operating Officer
Jonathan L. Wilcox	44	Vice President and Chief Financial Officer
Michael R. Costa	47	Vice President, General Counsel and Secretary
Jason M. Boucher	46	Vice President of Finance, Chief Accounting Officer and Treasurer

(1) See biography on page 8 of this Proxy Statement.

(2) See biography on page 6 of this Proxy Statement.

Don E. Williamson , M.D. , is our Executive Vice President and Chief Operating Officer. Prior to being appointed our Chief Operating Officer in September 2017, Dr. Williamson had served as one of our three national Chief Medical Officers since 2011 and as a physician partner of ours since 2002. He has more than 26 years of experience as a nephrologist. Prior to his appointment as Chief Operating Officer, he served as President, Chief Executive Officer and Managing Partner for our clinic joint venture Nephrology Associates, P.C. in Augusta, Georgia since 1998 and as the Founder and Chief Executive Officer of our clinic joint venture, Nephrology Centers

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of America, LLC, since 2001. He is the Co-Founder and, since 2010, Chief Executive Officer and Managing Partner of Kinetic Decision Solutions LLC, a developer of electronic medical record software. He serves as a member of the ESRD Advisory Council, Department of Community Health for the State of Georgia and is an Associate Clinical Professor of Medicine at the Medical College of Georgia/Augusta University. Dr. Williamson received his B.A. degree in Chemistry from Mercer University and his M.D. from the Medical College of Georgia.

Jonathan L. Wilcox is our Vice President and Chief Financial Officer. Prior to being appointed our Chief Financial Officer in 2011, Mr. Wilcox served as the Vice President of Finance from 2009 to 2011. Mr. Wilcox is a certified public accountant with more than 20 years of experience in accounting and finance. From 2008 to 2009, Mr. Wilcox was Vice President of Finance at Vlingo, Inc., a speech recognition software company, where he was responsible for all aspects of finance and administration, and, from 2005 to 2008, Mr. Wilcox was Executive Director of Finance at Cynosure, Inc., a medical device manufacturer, where he was primarily responsible for all worldwide financial activities. Mr. Wilcox has additionally served as Director of Finance at Forrester Research Inc., a public research company, and as an audit manager at Arthur Andersen LLP in its Boston office. Mr. Wilcox received his B.S. degree in Government and History from Centre College in 1995 and his Master of Professional Accounting and M.B.A from Northeastern University in 1996.

Michael R. Costa, Esq. is our Vice President, General Counsel and Secretary. Mr. Costa has served as our Vice President and General Counsel since 2007. Mr. Costa has more than 20 years of experience as a corporate healthcare attorney. Prior to joining our company, from 2001 to 2005, Mr. Costa served as an Associate and, from 2006 to 2007, as Senior Counsel in the Health Business Group of Greenberg Traurig LLP. From 1999 to 2001, Mr. Costa served as an attorney at Behar & Kalman LLP in Boston, Massachusetts. Mr. Costa holds a B.S. degree in Legal Studies and Business Management from Roger Williams University, an M.P.H. from Boston University School of Public Health and a J.D. from Suffolk University Law School.

Jason M. Boucher is our Vice President of Finance, Chief Accounting Officer and Treasurer. Mr. Boucher was appointed our Chief Accounting Officer and Treasurer in January 2017 and has served as our Vice President of Finance since May 2011. Mr. Boucher is a certified public accountant with more than 20 years of accounting and finance experience spanning a number of roles, including Corporate Controller, Assistant Controller and Financial Reporting Manager. Prior to joining our Company, Mr. Boucher was the Corporate Controller of Pegasystems Inc., a leader in business process software solutions from 2011 to 2015. Mr. Boucher additionally held financial positions in various technology companies. Mr. Boucher received his B.S. degree in Accounting from Plymouth State College in 1994 and his M.B.A. from Suffolk University’s Sawyer School of Management in 1996.

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PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Grant Thornton LLP to serve as our independent registered public accounting firm for 2018. Although ratification is not required by our Bylaws or otherwise, the Board of Directors is submitting the selection of Grant Thornton LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm and believe that stockholder ratification of our selection is good corporate governance practice. We note, however, that even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of Grant Thornton LLP is expected to be present at the Annual Meeting. The representative will also have the opportunity to make a statement if he or she desires to do so, and the representative is expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of Grant Thornton LLP unless you specify otherwise.

Audit and Non-Audit Fees

The following table presents fees for professional services rendered by our independent registered public accounting firm, Grant Thornton LLP for the years ended December 31, 2017 and 2016:



	Year Ended December 31,
Fee Category	2017		2016
Audit fees (1)	$	659,364	$	890,377
Audit-related fees	—		—
Tax fees	—		—
All other fees (2)	2,500		2,500
Total:	$	661,864	$	892,877

(1)

Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for the audit of the Company’s annual financial statements, reviews of quarterly financial statements and related reports and reviews of registration statements and certain periodic reports filed with the SEC. The fees are for services that are normally provided in connection with statutory or regulatory filings or engagements.


(2)	Includes fees related to use of the Grant Thornton LLP portal.

The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Grant Thornton LLP’s independence and concluded that it was.

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

Consistent with SEC rules regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee approves all audit and non-audit services that are to be performed by our independent registered public accounting firm and, subject to the next sentence, pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. The Audit Committee may delegate the authority to

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review and pre-approve (including, solely to the extent possible, the estimated fees and terms thereof), any such services to one or more independent members, provided that any such pre-approval is presented to the full Audit Committee at the next regularly scheduled meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter, and a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “The Board of Directors and Certain Governance Matters-Board Committees and Meetings-Audit Committee.” The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable standards adopted by the Public Company Accounting Oversight Board. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

John M. Jureller, Chair

Patrick T. Ryan

Robert H. Fish

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EMERGING GROWTH COMPANY STATUS

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act. As a result, we are permitted to rely on, and do rely on, exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have provided reduced disclosure about our executive compensation arrangements, including compensation information for only our Chief Executive Officer and our two most highly compensated executive officers (other than our Chief Executive Officer) serving at fiscal year-end, and we have not included a compensation discussion and analysis or tabular compensation information for our executive officers other than the Summary Compensation table and the Outstanding Equity Awards table. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to stockholder advisory votes, such as the “say-on-pay” vote.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes compensation for the years ended December 31, 2017 and December 31, 2016 earned by our Chief Executive Officer and our two most highly-compensated executive officers (other than our Chief Executive Officer) serving at fiscal year-end. These individuals are referred to as our “named executive officers.”



Name and Principal Position	Year	Salary ($)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(3)	Non‑Equity Incentive Plan Compensation ($)(5)	All Other Compensation ($)(6)	Total ($)
Joseph A. Carlucci	2017	892,203	—	1,100,004	614,019	624,542	121,856(7)	3,352,624
Chairman and Chief	2016	892,203(1)	—	—	8,904,819(4)	892,203	119,977(7)	10,809,202
Executive Officer

Syed T. Kamal	2017	770,928	—	499,997	280,694	539,649	62,292	2,153,560
President	2016	770,928	—	—	8,698,979	770,928	61,113	10,301,948

Jonathan L. Wilcox	2017	425,000	318,750	600,002	246,885	—	20,811	1,611,448
Vice President and
Chief Financial Officer


(1)	Amount disclosed includes $121,275 earned by Mr. Carlucci in connection with service as chairman of our Board of Directors during fiscal 2016.


(2)	Amount disclosed in this column reflects payment made by us for services performed during the year presented. See “-Narrative Disclosure to Summary Compensation Table- Annual Cash Bonus Award.”


(3)	Amounts disclosed reflect the aggregate grant date fair value of restricted stock and stock option awards made in fiscal 2017 computed in accordance with FASB ASC Topic 718, using the assumptions discussed in “Note 19-Stock-Based Compensation” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.


(4)	Neither Messrs. Carlucci nor Kamal were granted new stock option awards in fiscal 2016. As described below under “-Fiscal 2016 Supplemental Compensation Table” and “-Narrative Disclosure to Summary Compensation Table-Long-Term Incentive Awards- Historical Stock Option Awards and IPO

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Modifications to Option Awards,” in connection with the Company’s IPO, the Company modified certain stock option awards. In accordance with SEC requirements and in order to reflect all compensation decisions made by the Company during fiscal 2016 with respect to equity awards, the amount disclosed includes the incremental fair values of the modified awards computed as of the modification date in accordance with FASB ASC Topic 718, using the assumptions discussed in “Note 19-Stock-Based Compensation” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. With respect to the portions of the stock options vesting upon the attainment of certain market conditions (the attainment by Centerbridge of specified returns or attainment of certain specified share price targets), there is no maximum grant date fair value that differs from the incremental fair value presented in the table. Regardless of the incremental fair values of the modified awards disclosed as “Option Awards,” the actual value that may be recognized by the applicable named executive officers will depend on the market value of the Company’s common stock on a future date when such stock option vests.


(5)	Amounts disclosed in this column reflect payments made by us for services performed and performance measures satisfied during the years presented. See “-Narrative Disclosure to Summary Compensation Table-Non-Equity Incentive Plan Compensation.”


(6)	Amounts disclosed in this column include payments for term life insurance and health insurance. For Messrs. Carlucci and Kamal, amounts disclosed in this column also include car allowances and reimbursement for unutilized paid time off during the years presented.


(7)	Amounts disclosed include the cost of use of corporate aircraft for personal travel as described below under “-Other Compensation.”

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Fiscal 2016 Supplemental Compensation Table

We are providing the following supplemental compensation table to provide summary compensation information for Messrs. Carlucci and Kamal for fiscal 2016 that excludes the effects of the modifications to the performance vesting option awards made in connection with the IPO, as further described under “-Narrative Disclosure to Summary Compensation Table-Long-Term Incentive Awards-Historical Stock Option Awards and IPO Modifications to Option Awards” below. Under FASB ASC Topic 718, the modifications resulted in incremental compensation cost, or incremental fair value, that must be reported as additional compensation in fiscal 2016 under the SEC’s disclosure rules, despite the fact that no new option awards were made in fiscal 2016. Accordingly, we believe that excluding the incremental fair value associated with the modifications in the following supplemental table will enable investors to better understand the compensation actually earned by or awarded to Messrs. Carlucci and Kamal in fiscal 2016.

Other than with respect to the exclusion of the incremental fair value associated with the modified option awards, the information in the supplemental table is the same as that provided in our Summary Compensation Table and accompanying footnotes above. The supplemental table below is intended to provide investors with additional compensation information and it not a replacement for our Summary Compensation Table above, which has been prepared in accordance with the SEC’s disclosure rules.



Name and Principal Position	Year	Salary ($)	Option Awards ($)	Exclusion of ASC 718 Aggregate Incremental Fair Value of the Modified Pre-IPO Option Awards ($)	Non‑Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($) (excluding ASC 718 Aggregate Incremental Fair Value of the Modified Pre-IPO Option Awards)
Joseph A. Carlucci	2016	892,203	8,904,819	(8,904,819)	892,203	119,977	1,904,383
Chairman and Chief
Executive Officer

Syed T. Kamal	2016	770,928	8,698,979	(8,698,979)	770,928	61,113	1,602,969
President

Narrative Disclosure to Summary Compensation Table

Employment Agreements

Joseph Carlucci and Syed Kamal

Each of Messrs. Carlucci and Kamal entered into an employment agreement with the Company as of March 22, 2010. Each of these agreements provides for an initial three-year term, subject to automatic one-year successive renewals unless either party thereto provides at least 60 days’ prior notice of intent not to renew. The terms of these agreements are substantially the same but for differences in title, role and compensation. These agreements provide for base salary subject to increase (but not decrease) from time to time by our Board. The employment agreements also provide for eligibility to receive an annual cash incentive award of up to a percentage of the executive’s base salary subject to achievement of goals established by our Board, customary employee benefits, payment of severance following certain terminations of employment and restrictive covenants. See “-Termination and Change in Control Provisions” below.

In connection with the Company’s IPO in April 2016, we amended Mr. Carlucci’s employment agreement to reflect an increase in base salary to $892,203, which represents the inclusion of Mr. Carlucci’s compensation in connection with his service as the chairman of our Board (of $121,275) into his then-current base salary. Following this amendment, Mr. Carlucci no longer receives compensation for his service on our Board. At that time, we also amended the employment agreements for each of Messrs. Carlucci and Kamal to update their target annual bonus opportunity from

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75% to 100% of base salary and to provide that, while the annual bonus qualifies for transition relief under Section 162(m) of the United States Internal Revenue Code of 1986, as amended (the “Code”), the annual bonus for each year will be paid by December 31 of such year, subject to a true-up following the receipt of our audited consolidated financial statements for such year. A further amendment was entered into in November 2017 by each of Messrs. Carlucci and Kamal to correct the annual cash bonus amounts payable to them upon achievement of specified annual Adjusted EBITDA bonus targets, which amendment was necessary to reflect the change in target annual bonus opportunity made in April 2016. This amendment did not change the target annual bonus opportunity of 100% or the maximum potential bonus of 150% of base salary.

Jonathan Wilcox

Mr. Wilcox entered into a new employment agreement with the Company on June 19, 2017, which superseded and replaced his prior employment agreement, dated as of October 13, 2011, as amended as of April 25, 2016. Under the terms of the new agreement, he serves as an at-will employee and was entitled to an annual base salary of $424,999.90, with eligibility to earn an annual cash bonus award of up to 75% of his annual salary based on the achievement of objectives set by the Company, which reflected his salary and bonus opportunity previously in effect as of January 1, 2017 under his prior employment agreement. For any year in which his annual bonus qualifies for transition relief under Section 162(m) of the Code, the annual bonus for that year will be paid by December 31 of such year, subject to a true-up following the receipt of our audited consolidated financial statements for such year. The agreement also provides for customary employee benefits, payment of severance following certain terminations of employment and restrictive covenants. See “-Termination and Change in Control Provisions” below. We amended his employment agreement on December 13, 2017 to increase his annual base salary to $450,000, effective as of January 1, 2018, subject to such further increases as may be approved from time to time by the Company.

Annual Cash Bonus Award

As described above, Mr. Wilcox is eligible under his employment agreement to receive an annual cash bonus award of up to 75% of his annual salary. For 2017, Mr. Wilcox’s target bonus potential was calculated by multiplying his base salary in effect at fiscal year-end by 75% to obtain a target bonus potential of $318,750. His actual bonus amount was then determined based on an overall assessment of our financial and operational results, with consideration given to the achievement of the Adjusted EBITDA target established for Messrs. Carlucci and Kamal described below, and of Mr. Wilcox’s achievement of individual performance and overall contributions during 2017. No performance objectives, formula or weightings were pre-established and conveyed to Mr. Wilcox with respect to 2017. In determining Mr. Wilcox’s actual 2017 bonus amount, the Compensation Committee considered our Chief Executive Officer’s assessment of the foregoing results and achievement of objectives and contributions and his recommendation with respect to Mr. Wilcox’s bonus amount. With respect to service in 2017, Mr. Wilcox was paid a bonus equal to 100% of his target bonus potential. This amount is reflected in the “Bonus” column of the table under “-Summary Compensation Table” above. His bonus was paid in two installments, with the majority paid at fiscal year-end and the remaining portion paid in February 2018. Based on our audited consolidated financial statements for the year ended December 31, 2017, there is no true‑up required with respect to his bonus.

Non-Equity Incentive Plan Compensation

As described above, each of Messrs. Carlucci and Kamal was eligible under his employment agreement to receive an annual cash incentive award. With respect to 2017, each of them was eligible to earn an annual cash incentive award based on our achievement of an Adjusted EBITDA target of $185.6 million for 2017. “Adjusted EBITDA” is defined, consistent with Adjusted EBITDA as reported in Part I, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Non-GAAP Financial Measures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as net income before income taxes and other non-income based tax, interest expense, net, depreciation and amortization, as adjusted for stock-based compensation and associated payroll taxes, loss on early extinguishment of debt, transaction-related costs, certain legal matters costs, executive and management severance costs, income tax receivable agreement income and expense, gain on sale of assets and management fees. The Adjusted EBITDA target was determined by our Board in February 2017 after taking into consideration our budget for 2017. Each of Messrs. Carlucci and Kamal had a target bonus potential, computed as a percentage of his base salary, which, for service in 2017, was 100% of his base salary in effect at fiscal year‑end. In addition, Messrs. Carlucci and Kamal had a threshold bonus potential of 50.0% and a maximum bonus potential of 150% of base salary. Actual amounts paid with respect to service are calculated by multiplying each individual’s base salary by his bonus potential percentage to obtain his target bonus potential, which is then adjusted by an achievement factor based on our actual achievement against the Adjusted EBITDA target.

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With respect to service in 2017, each of Messrs. Carlucci and Kamal was paid a bonus equal to 70% of his target bonus potential. Such bonus was based on our achievement of 94% of the Adjusted EBITDA target and was calculated consistent with historical practices and based on the following formula: 50% of such named executive officer’s annual base salary for achievement of 90% of target Adjusted EBITDA, plus an additional 5% of such named executed officer’s annual base salary for each full percentage point that Adjusted EBITDA exceeded 90% of target Adjusted EBITDA. These amounts are reflected in the “Non‑Equity Incentive Plan Compensation” column of the table under “-Summary Compensation Table” above. Bonuses were paid at fiscal year-end. Based on our audited consolidated financial statements for the year ended December 31, 2017, there is no true‑up required with respect to these bonuses.

Long‑Term Incentive Awards

Overview

Equity-based awards are an integral component of our executive compensation program. We believe that the named executive officers’ long-term compensation should be directly linked to the value we deliver to our stockholders. Equity awards to the named executive officers are designed to provide long-term incentive opportunities over a period of several years. Prior to our IPO, stock options were our preferred equity award because the options will not have any value unless the underlying shares of common stock appreciate in value following the grant date. Accordingly, awarding stock options causes more compensation to be “at risk” and further aligns our executive compensation with our long-term profitability and the creation of shareholder value. Currently, we award long-term incentive compensation in the form of stock options or restricted stock awards that vest over time. We believe this approach contributes to our ability to attract and retain key talent in our industry and aligns our executive team’s focus and contributions with the long-term strategic interests of our Company and those of our stockholders.

The Compensation Committee has typically evaluated various factors when making its determination with respect to the granting of equity-based awards to our named executive officers, rather than the adoption of a formal practice. Such factors have included the base salary and target cash incentive opportunity of each named executive officer, the value of the total compensation package and such other factors as the Compensation Committee deemed appropriate to attract and retain our highly qualified named executive officers.

We expect that the Board or the Compensation Committee will make annual awards of equity to employees, including the named executive officers. In addition, we typically grant equity-based awards upon commencing employment with us, and from time to time thereafter as the Board or the Compensation Committee deems appropriate to motivate, retain and reward the named executive officers for their performance and our success. The Compensation Committee has in the past, and may in the future, make grants of equity outside of the annual grant in order to retain key employees, to compensate an employee in connection with a promotion or to compensate newly hired executives for equity or other benefits lost upon termination of their previous employment or to otherwise induce them to join us.

On March 9, 2018, as part of the Company’s annual equity incentive grants, Messrs. Carlucci, Kamal and Wilcox received 63,547, 29,557 and 23,646 shares, respectively, of time vesting restricted stock (the “Time Shares”), and 32,737, 15,227 and 12,181 shares, respectively, of performance vesting restricted stock (the “Performance Shares”). The Time Shares vest in four annual installments beginning March 9, 2019, with 29.167% of such shares vesting on the first three anniversaries of the grant date and the remaining unvested shares vesting on the fourth anniversary. The Performance Shares vest on March 9, 2021 only to the extent of the Company’s achievement of two equally-weighted performance goals: business development and quality achievement. The business development performance goal is based on the total gross number of new dialysis facilities added by the Company between January 1, 2018 and December 31, 2019, either through de novo development or acquisition, without reduction for any facilities sold or merged during that period. The quality achievement performance goal will be deemed to have been met with respect to each of the payment years 2017, 2018 and 2019 if the average proportion of all Company outpatient dialysis facilities receiving a payment reduction under the End-Stage Renal Disease Quality Incentive Program, administered by the Centers for Medicare & Medicaid Services, for such year is lower than the average proportion of all national outpatient dialysis facilities receiving a payment reduction for such year.

On March 10, 2017, in connection with the Company’s annual equity incentive grants, Messrs. Carlucci, Kamal and Wilcox received options to purchase 105,000, 48,000 and 19,100 shares of the Company’s common stock, respectively, all at an exercise price of $17.39 per share, and 63,255, 28,752 and 11,501 shares of restricted stock, respectively. The foregoing stock option and restricted stock awards vest in three equal annual installments beginning March 10, 2018. In addition, on December 13, 2017, in connection with the amendment to his employment agreement, we granted Mr. Wilcox an option to purchase 25,166 shares of the Company’s common stock at an exercise price of

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$16.05 per share and 24,922 shares of restricted stock, in each case subject to vesting in three equal annual installments beginning December 13, 2018.

In fiscal 2016, our executive officers, including our named executive officers, were eligible to receive such long-term equity incentives at the discretion of the Compensation Committee; however, we did not grant any long-term equity incentive awards to our named executive officers.

For additional information with respect to outstanding equity awards held by our named executive officers, please see “-Historical Stock Option Awards and IPO Modifications to Option Awards” and “-Outstanding Equity Awards at December 31, 2017” below.

Historical Stock Option Awards and IPO Modifications to Option Awards

In connection with the acquisition of our company by Centerbridge, on July 9, 2010 we granted 616,027 stock options to each of Messrs. Carlucci and Kamal, and 73,845 stock options to Mr. Wilcox. Of these stock options, 199,307 of the options granted to Messrs. Carlucci and Kamal, and 23,893 of the options granted to Mr. Wilcox, vested 20% each year over a five-year period beginning May 7, 2010 and were subsequently exchanged in March 2013 for new time-based vesting options and a cash payment, as described below. Of the remaining 416,720 stock options held by Messrs. Carlucci and Kamal, and 49,952 stock options held by Mr. Wilcox, half were eligible to vest upon the attainment by Centerbridge of both a 2.5 times return on investment (“MOIC”) and a 20% internal rate of return (“IRR”) and half were eligible to vest upon the attainment by Centerbridge of both a 3.0 times MOIC and a 25% IRR. In March 2011, in connection with a dividend paid to our shareholders equal to $6.33 per share of our common stock, the exercise price of the then outstanding stock options granted in 2010 was reduced from $9.17 to $2.84 per share. On August 7, 2012, we granted Mr. Wilcox options to purchase an additional 22,898 shares of our common stock, of which 7,634 of the options vested 20% each year over a five-year period beginning August 7, 2013 and were subsequently exchanged in March 2013 for new time-based vesting options and a cash payment, as described below. The remaining 15,264 were split evenly between options that vest upon achievement of a 2.5 times MOIC and 20% IRR, and options that vest upon achievement of a 3.0 times MOIC and a 25% IRR.

On March 22, 2013, in connection with a dividend to shareholders, we granted options to purchase 199,307 shares of our common stock to each of Messrs. Carlucci and Kamal and options to purchase 31,527 shares to Mr. Wilcox in exchange for the cancellation of all of their then outstanding time vesting stock options granted in 2010 and 2012 and a cash payment equal to the in the money spread value of the canceled stock options of $2,741,571 for each of Messrs. Carlucci and Kamal and $375,347 for Mr. Wilcox. Twenty percent of these stock options vest and become exercisable on each of the first five anniversaries of the date of grant, subject to the named executive officer’s continued employment with us.

In connection with the same March 2013 dividend to shareholders, the exercise price of outstanding performance vesting stock options granted in 2010 was reduced from $2.84 per share to $1.33 per share, and the exercise price of the outstanding performance vesting stock options granted to Mr. Wilcox in 2012 was increased from $10.48 per share to $11.38 per share. In addition, each of Messrs. Carlucci and Kamal received a cash payment equal to $1,982,732, and Mr. Wilcox received a cash payment equal to $371,929, which represented a payment of a portion of the cash dividend equivalent amount that each named executive officer would have been entitled to receive in respect of these stock options had they been vested on the record date of the dividend. The remaining portion of the cash dividend equivalent amount payable to each of Messrs. Carlucci, Kamal and Wilcox, which was $1,259,182 in the aggregate as of December 31, 2017, will be paid if and when these stock options become vested in accordance with their terms. We may require the executive to repay all or a portion of the cash payment in certain situations, including if these stock options ultimately do not vest or the payment was greater than the amount such named executive officer would have been entitled to receive in respect of these stock options.

On May 7, 2014, we granted options to purchase 595,253, 218,640 and 68,681 shares of our common stock through our 2014 Incremental Nonqualified Stock Option Program to each of Messrs. Carlucci, Kamal and Wilcox, respectively.

Of these stock options, 198,419 vest with respect to Mr. Carlucci, 72,882 vest with respect to Mr. Kamal and 22,895 vest with respect to Mr. Wilcox if our Consolidated EBITDA (as defined in our former first lien credit agreement, dated as of February 20, 2013, excluding a minority interest adjustment as defined therein), which has generally been equal to Adjusted EBITDA-NCI, for any four consecutive and completed fiscal quarters commencing following the grant of the stock options, exceeds $200 million (which we refer to as the 2014 Plan Tranche C Options). “Adjusted EBITDA-NCI” is defined, consistent with Adjusted EBITDA-NCI as reported in Part I, Item 7, “Management’s Discussion and

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Analysis of Financial Condition and Results of Operations-Non-GAAP Financial Measures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as Adjusted EBITDA less net income attributable to noncontrolling interests. The remainder of these stock options vest on the date on which the average closing price of our common stock for a 60 consecutive trading day period (together with the amount of any dividends paid per share of our common stock since the date of grant) is equal to or greater than (x) $39.69 (with respect to half of the remaining stock options, which we refer to as the 2014 Plan Tranche A Options) or (y) $51.04 (with respect to the other half of the remaining stock options, which we refer to as the 2014 Plan Tranche B Options). Alternatively, after Centerbridge ceases to own a majority of the outstanding shares of our common stock, these stock options also would vest on the date Centerbridge has received, in respect of shares transferred or sold by Centerbridge, cash (including through sale proceeds and dividends received in respect of such shares since the date of grant) in an amount equal to or exceeding the product of the number of shares transferred or sold by Centerbridge multiplied by (x) $39.69 (with respect to the 2014 Plan Tranche A Options) or (y) $51.04 (with respect to the 2014 Plan Tranche B Options).

In connection with our IPO, we amended the terms of the outstanding option awards to remove the repayment obligations on the cash dividend equivalent payments made to option holders (including our named executive officers) in connection with the March 2013 dividend to shareholders and to provide our option holders (including our named executive officers) with additional opportunities for certain of their performance-vesting stock options to vest. As a result, the performance-vesting stock options granted in 2010, and also those granted to Mr. Wilcox in 2012, that vest upon achievement of a 2.5 times MOIC and 20% IRR vested pursuant to their amended terms on the date the volume weighted average price (“VWAP”) per share of our common stock for the prior 365 consecutive days was equal to or greater than $8.70; and the performance-vesting stock options that vest upon achievement of a 3.0 times MOIC and 25% IRR vested pursuant to their amended terms on the date the VWAP per share of our common stock for the prior 365 consecutive calendar days was equal to or greater than $13.28. If the option holder’s employment is terminated without cause, due to the option holder’s death or disability, or for good reason, as applicable, then all of the foregoing performance-vesting stock options will remain outstanding for a period of 12 months following the date of termination (the “Tail Period”). In addition, following these amendments, the 2014 Plan Tranche C Options granted to certain of our employees (including our named executive officers) currently will also vest on the date the VWAP per share of our common stock is equal to or greater than $53.95 for the prior 60 consecutive trading days.

Dividend Equivalent Payments and Equitable Adjustments

In connection with the IPO, on April 26, 2016, the Company paid a cash dividend to our pre-IPO stockholders equal to $1.30 per share, or $28.9 million in the aggregate. In addition, in connection with the IPO, we transferred certain intercompany term loans provided to our joint venture subsidiaries by American Renal Associates, LLC, an indirect subsidiary of the Company, to a newly formed entity whose membership interests were then distributed to our pre-IPO stockholders pro rata in accordance with their ownership in our Company prior to the IPO, as described below under “Transactions with Related Persons.” The Company also entered into the Income Tax Receivable Agreement, described below under “Transactions with Related Persons.”

In connection with the foregoing, we equitably adjusted all stock options, vested and unvested, that were outstanding at such time. The equitable adjustments to the outstanding stock options included a reduction to the exercise price, an increase in the number of shares subject to such stock options and/or certain cash dividend equivalent payments (which for unvested stock options are payable if and when the underlying stock options become vested). The exercise prices of the outstanding stock options granted in 2010, 2012, 2013 and 2014 to our named executive officers were reduced from $1.33, $11.38, $8.70 and $22.69 to $1.27, $9.15, $6.50, and $20.48, respectively, the number of shares subject to the stock options granted in 2010 held by our named executive officers were increased to 1,211,049, 834,435 and 165,430 for Messrs. Carlucci, Kamal and Wilcox, respectively, with the number of shares subject to the stock options granted in 2012, 2013 and 2014 held by our named executive officers remaining the same. In addition, each of Messrs. Carlucci, Kamal and Wilcox received cash dividend equivalent payments, which, in the case of Messrs. Carlucci and Kamal, were factored into the incremental fair values of modified options disclosed in the 2016 row of the “Option Awards” column of the Summary Compensation Table above.

Other Compensation

We provide certain perquisites to our named executive officers that we believe aid the executives in their execution of Company business. Depending on the officer, such benefits may include an annual car allowance; payments for term life insurance; payments for health insurance; and reimbursement for unutilized paid time off. For additional information on these perquisites and other benefits, please see the “Summary Compensation Table” above.

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In addition, during fiscal 2016 and 2017, we permitted Mr. Carlucci to use the company-owned aircraft for personal travel. In 2017, our Board allotted 25 hours of personal travel to him, all of which were used. Any additional hours used were subject to reimbursement by Mr. Carlucci. From time to time, family members of Mr. Carlucci accompanied him on the Company aircraft.

Retirement Plan

We maintain a qualified contributory retirement plan established under Section 401(k) of the Code, in which our employees, including our named executive officers, are eligible to participate. At this time, we do not match any employee contributions to the 401(k) plan.

Termination and Change in Control Provisions

As discussed above, we maintain employment agreements with each of our named executive officers that provide for certain payments and benefits upon their termination of employment for various reasons.

Payments Made Upon Termination Without Cause or for Good Reason. If a named executive officer’s employment was terminated by us without cause or by the named executive officer for good reason, the named executive officer would be entitled to receive:

Messrs. Carlucci and Kamal


•	continuation of his base salary, at the then‑current level, for a period of 24 months, payable in installments in accordance with our normal payroll practices;


•	continuation of employee group health, life and disability plans until the earlier of (A) 24 months following the date of termination; or (B) the date the executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer; and


•	a pro rata portion of his bonus for the then‑current fiscal year based upon actual performance, payable at the time at which bonuses are normally paid.

Mr. Wilcox

•

continuation of his base salary, at the then‑current level, for a period of 12 months, payable in installments in accordance with our normal payroll practices, provided that if the buyer in a change of control fails to assume Mr. Wilcox’s employment agreement or Mr. Wilcox resigns for good reason following a change of control, he will be entitled to the continuation of his base salary, at the then-current level, for a period of 24 months or, if he commences employment with another employer, until the later of (A) his commencing such other employment or (B) one year after the date of his employment termination;


•	subsidized COBRA health continuation benefits until the earlier of (A) 12 months following the date of his employment termination or (B) the date he becomes eligible for comparable coverage under a plan of another employer; and


•	a pro rata portion of his bonus for the then‑current fiscal year based upon actual performance, payable at the time at which bonuses are normally paid.

The term “cause” generally means the named executive officer’s (1) conviction of, or plea of guilty to, a crime if, as a result of his continued association with us, such crime is injurious to our business or reputation, (2) breach of duty of loyalty that is detrimental to us and involves his personal profit, (3) willful failure to perform his duties or to follow lawful directives of our Board or (4) gross negligence or willful misconduct in the performance of his duties.

The term “good reason” generally means any substantial diminution of or substantial detrimental change in the executive’s responsibilities, salary or benefits, or relocation of the named executive officer’s principal office from the metropolitan Boston area.

Payments Made Upon Death or Termination of Employment by Reason of Disability. If a named executive officer’s employment is terminated by reason of his death or disability, he or his estate, as the case may be, would be entitled to receive:

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Messrs. Carlucci and Kamal


•	continuation of his base salary, at the then‑current level, for a period of 12 months, payable in installments in accordance with our normal payroll practices;


•	continuation of employee group health, life and disability plans until the earlier of (A) 12 months following the date of termination; or (B) the date the executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer; and


•	a pro rata portion of his bonus for the then‑current fiscal year based upon actual performance, payable at the time at which bonuses are normally paid.

Mr. Wilcox


•	continuation of his base salary, at the then‑current level, for a period of 12 months, payable in installments in accordance with our normal payroll practices;


•	subsidized COBRA health continuation benefits until the earlier of (A) 12 months following the date of termination and (B) the date he becomes eligible for comparable coverage under a plan of another employer; and


•	a pro rata portion of his bonus for the then‑current fiscal year based upon actual performance, payable at the time at which bonuses are normally paid.

In addition, regardless of the manner in which his employment terminates, each named executive officer is entitled to receive amounts earned and accrued during his term of employment, including accrued but unpaid base salary through the date of termination, unreimbursed employment‑related expenses owed to the executive officer under our policies and accrued and vested benefits under our employee benefit plans. These payments and benefits do not differ from those provided to our other employees in connection with a termination of employment.

Change in Control. In the event of a change in control of our company (as defined in the applicable award agreements and equity plan), all outstanding stock options and shares of restricted stock subject solely to time‑based vesting conditions (including those held by our named executive officers), to the extent not then vested, will immediately fully vest on the date of a change in control. In the case of the Performance Shares, in the event a named executive officer is involuntarily terminated by the Company without cause or resigns for good reason, in either case within 24 months of the occurrence of a change in control of our company, the Performance Shares will immediately fully vest on the date of such termination or resignation. Further, if the change in control occurs before December 31, 2019, the performance goals will be deemed to have been satisfied in full.

For additional information with respect to outstanding equity awards held by our named executive officers, please see “-Outstanding Equity Awards at December 31, 2017” below.

Restrictive Covenants

Each of our named executive officers is subject to certain restrictive covenants that apply during the named executive officer’s employment with us and through, in the case of Messrs. Carlucci and Kamal, the third anniversary, and, in the case of Mr. Wilcox, the second anniversary, of the date of his termination of employment. However, solely in the case of a change in control, the restrictive period applicable to Messrs. Carlucci and Kamal will end on the later of (i) the third anniversary of the change in control and (ii) the first anniversary of the date of termination of employment. In addition, solely in the case of a change in control, we have the right to extend the restrictive period applicable to Messrs. Carlucci and Kamal until the later of (a) the fifth anniversary of the change in control and (b) the first anniversary of the date of termination if we make a timely election and pay the executive an amount equal to 300% of his then current base salary in a lump sum.

During the applicable restrictive period, each of our named executive officers is prohibited from (1) soliciting any employee or contracting physician to terminate his or her relationship with us, (2) hiring any person who was employed by us at any time during the executive’s employment with us, (3) competing, directly or indirectly with us as an owner of any business (x) engaged in the kidney dialysis business and/or the operation of kidney dialysis facilities within 10 miles of any of our facilities, or (y) engaged in the kidney dialysis business and/or the operation of kidney dialysis facilities where the executive is involved in a program to establish joint ventures with nephrologists in the United States of America, and (4) representing any other entity or business in conducting substantial negotiations with any nephrologists with whom the executive had conducted substantial negotiations on behalf of us during the one-year period immediately prior to the termination of the executive’s employment with us. In addition, in the event Mr. Wilcox’s employment is terminated on or before the second anniversary of the date of his employment agreement or, in the event

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Mr. Carlucci’s or Mr. Kamal’s employment is terminated after a change in control, the applicable named executed officer is prohibited from competing, directly or indirectly with us as an owner of any business engaged in the kidney dialysis business and/or the operation of kidney dialysis facilities in the United States of America.

Each of our named executive officers is also subject to a confidentiality covenant prohibiting the named executive officer from disclosing our confidential information for an indefinite period and agrees that all inventions, patents, discoveries and work product created by the named executive officer while employed by us belong to us.

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Outstanding Equity Awards at December 31, 2017

The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2017.



	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested ($)(9)
Joseph A. Carlucci	416,720	(1)	—		—		1.28	7/9/2020	—		—
	159,425		39,882	(3)	—		6.47	3/22/2023	—		—
	—		—		595,253	(6)	20.45	5/7/2024	—		—
	—		105,000	(4)	—		17.39	3/10/2027	—		—
	—		—		—		—	—	63,255	(7)	1,100,637

Syed T. Kamal	416,720	(1)	—		—		1.28	7/9/2020	—
	159,425		39,882	(3)	—		6.47	3/22/2023	—
	—		—		218,639	(6)	20.45	5/7/2024	—
	—		48,000	(4)	—		17.39	3/10/2027	—
	—		—		—		—	—	28,752	(7)	500,285

Jonathan L. Wilcox	49,952	(1)	—		—		1.28	7/9/2020	—		—
	15,264	(2)	—		—		9.15	8/7/2022	—		—
	25,219		6,308	(3)	—		6.47	3/22/2023	—		—
	—		—		68,681	(6)	20.45	5/7/2024	—		—
	—		19,100	(4)	—		17.39	3/10/2027	—		—
	—		25,166	(5)	—		16.05	12/13/2027	—		—
	—		—		—		—	—	11,501	(7)	200,117
	—		—		—		—	—	24,922	(8)	433,643


(1)	Represents performance‑based vesting stock options that were granted on July 9, 2010. For a description of the applicable vesting terms, see Narrative Disclosure to Summary Compensation Table-Long-Term Incentive Awards-Historical Stock Option Awards and IPO Modifications to Option Awards.”


(2)	Represents performance‑based vesting stock options that were granted on August 7, 2012. For a description of the applicable vesting terms, see “Narrative Disclosure to Summary Compensation Table-Long-Term Incentive Awards-Historical Stock Option Awards and IPO Modifications to Option Awards.”

(3)

Represents time‑based vesting stock options that were granted on March 22, 2013. Twenty percent of these stock options vest and become exercisable on each of the first five anniversaries of the date of grant, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock options will become fully vested upon a change in control that occurs while the named executive officer is employed by us.

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(4)

Represents time-based vesting stock options granted on March 10, 2017. One-third of these stock options vest and become exercisable on each of the first three anniversaries of the date of grant, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock options will become fully vested upon a change in control that occurs while the named executive officer is employed by us.

(5)

Represents time-based vesting stock options granted on December 13, 2017. One-third of these stock options vest and become exercisable on each of the first three anniversaries of the date of grant, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock options will become fully vested upon a change in control that occurs while the named executive officer is employed by us.


(6)	Represents performance‑based vesting stock options that were granted on May 7, 2014. For a description of the applicable vesting terms, see “Narrative Disclosure to Summary Compensation Table-Long-Term Incentive Awards.”

(7)

Represents time-based vesting restricted stock that was granted on March 10, 2017. One-third of this stock award vests on each of the first three anniversaries of the date of grant, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock awards will become fully vested upon a change in control that occurs while the named executive officer is employed by us.

(8)

Represents time-based vesting restricted stock that was granted on December 13, 2017. One-third of this stock award vests on each of the first three anniversaries of the date of grant, subject generally to the named executive officer’s continued employment with us. Outstanding and unvested stock awards will become fully vested upon a change in control that occurs while the named executive officer is employed by us.


(9)	Based on the closing price of our common stock on the New York Stock Exchange on December 29, 2017 ($17.40), the last trading day of our fiscal year.

Outstanding stock option awards held by our named executive officers have an expiration date of ten years from the date of grant, and once vested, they may be exercised at any time prior to the expiration date. Upon a termination of employment for cause of any of our named executive officers, unvested stock options are forfeited. Upon a termination of a named executive officer for good reason or by the Company without cause, (1) unvested performance-based stock options remain outstanding and eligible to vest through the first anniversary of the applicable termination date, and (2) unvested time-based stock options are forfeited. If the employment of any of our named executive officers is terminated, vested stock options will expire on the earlier to occur of the tenth anniversary and:


•	in the case of a termination due to death or disability, one year following such termination,


•	in the case of a termination by us for cause, immediately upon such termination,


•	in the case of a termination by us without cause or any voluntary resignation by the executive, 90 days following such termination, and


•	solely with respect to stock options granted prior to April 26, 2016, in the case of a termination due to retirement (i.e., reaching age 65 with at least ten years of service with us), the third anniversary of the retirement date (or the date the executive engages in any activity that would breach his restrictive covenants, if earlier than the third anniversary of the retirement date).

Upon a termination of employment for any reason (including death or disability), unvested shares of restricted stock are forfeited.

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For additional information with respect to outstanding equity awards held by our named executive officers, including vesting, please see “-Narrative Disclosure to Summary Compensation Table-Long-Term Incentive Awards-Historical Stock Option Awards and IPO Modifications to Option Awards” and “-Termination and Change in Control Provisions” above.

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SECURITIES AUTHORIZED FOR ISSUANCE

UNDER EQUITY COMPENSATION PLANS AS OF DECEMBER 31, 2017

The following table sets forth, as of December 31, 2017, certain information related to our compensation plans under which our common stock may be issued.



Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights ⁽¹⁾	Weighted-average exercise price of outstanding options, warrants and rights ⁽²⁾	Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders
2016 Omnibus Incentive Plan	945,491	$17.92	3,043,222
Equity compensation plans not approved by security holders (3)
2005 Stock Incentive Plan	40,554	$0.69	— ⁽⁴⁾
2010 Stock Incentive Plan	4,259,866	$10.42	— ⁽⁴⁾
2011 Stock Option Plan for Nonemployee Directors	34,350	$26.13	— ⁽⁴⁾
Total	5,280,261		3,043,222

(1) Consists of stock options.

(2) Reflects the weighted-average exercise price of stock options.

(3) For additional information concerning, and a narrative description of, the material terms of our equity compensation plans, see the discussion in “Note 19-Stock-Based Compensation” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.

(4) We do not expect to grant any additional awards under the 2005 Stock Incentive Plan, the 2010 Stock Incentive Plan or the 2011 Stock Option Plan for Nonemployee Directors.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2017, our Compensation Committee consisted of Thomas H. Erickson, Jared S. Hendricks and Steven M. Silver. None of the members of our Compensation Committee has at any time been one of our executive officers or employees. During the last completed fiscal year, none of our executive officers served on the compensation committee or board of directors of any other entity that had one or more executive officers who served as a member of our Board of Directors or Compensation Committee. Each of Messrs. Hendricks and Silver is a Senior Managing Director of Centerbridge, an entity with which we are party to certain transactions described under “Transactions with Related Persons.”

COMPENSATION OF DIRECTORS

The following table provides summary information concerning the compensation of the current non-employee members of our Board of Directors for the year ended December 31, 2017 (other than directors employed by Centerbridge, who do not receive additional compensation for service on our Board). The compensation paid to Joseph A. Carlucci, who is our Chairman and Chief Executive Officer, and Syed T. Kamal, who is our President, is presented in the section entitled “Executive Compensation.”



Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)(3)	Total ($)
Michael E. Boxer	83,000	239,999	322,999
Thomas W. Erickson	90,000	239,999	329,999
Robert H. Fish (1)	65,000	129,994	194,994
John M. Jureller	75,000	239,999	314,999
Patrick T. Ryan	80,000	239,999	319,999


(1)	Mr. Fish joined our Board effective April 18, 2017.


(2)	Amounts reflect the aggregate grant date fair value of restricted stock awards granted during fiscal 2017, computed in accordance with FASB ASC Topic 718, using the assumptions discussed in “Note 19-Stock-Based Compensation” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.


(3)	As of December 31, 2017, each of our non‑employee directors, other than Mr. Fish and directors affiliated with Centerbridge, held 11,450 stock options and 7,475 shares of restricted stock. As of December 31, 2017, Mr. Fish held 7,571 shares of restricted stock.

Narrative Disclosure to Director Compensation Table

In March 2017, upon the recommendation of the Compensation Committee, the Board approved a change in our compensation program for non-employee directors (other than directors employed by Centerbridge), based in part on analyses provided by the Compensation Committee’s compensation consultant, FW Cook. Under the compensation program, we pay each of our non-employee directors (other than directors employed by Centerbridge) a cash retainer for service on the Board and for service on each committee of which the director is a member. The chairman of each committee receives an additional retainer for such service. These retainers are payable in arrears in two installments semi-annually, provided that the amount of such payment will be prorated for any portion of such period that the director is not serving on our Board. The retainers paid to non-employee directors (other than directors employed by Centerbridge) for service on the Board and for service on each committee of the Board of which the director is a member are as follows:

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	Member Annual Service Retainer ($)	Chairperson Additional Annual Service Retainer ($)
Board of Directors	55,000	—
Audit Committee	10,000	20,000
Compensation Committee	10,000	15,000
Nominating and Corporate Governance Committee	5,000	—
Compliance Committee	15,000	25,000

We also pay each of our non-employee directors (other than directors employed by Centerbridge) a cash retainer of $15,000 for service on any special committee of the Board.

In addition, in 2017 the non-employee director compensation program also provided for the grant of (a) 13,801 shares of restricted stock to each of Messrs. Boxer, Erickson, Jureller and Ryan, 6,326 shares of which were granted and immediately vested on March 10, 2017 and the remaining 7,475 were granted on the same date with a one-year vesting term, and (b) 7,571 shares of restricted stock to Mr. Fish on April 18, 2017 with a one-year vesting term.

We may also reimburse our directors for any reasonable expenses incurred by them in connection with services provided in such capacity. Other than the foregoing, we do not currently pay any other directors, whether employed by us or affiliated with Centerbridge, any compensation for their services as directors.

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OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of shares of our common stock as of March 8, 2018 by (1) each person known to us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise set forth in the footnotes below, (1) each beneficial owner possesses, to our knowledge, sole voting and investment power with respect to the shares listed, subject to community property laws where applicable, and (2) the address of each beneficial owner is in care of American Renal Associates Holdings, Inc., 500 Cummings Center, Suite 6550, Beverly, Massachusetts 01915.

As of March 8, 2018, there were 32,074,108 shares of our common stock outstanding.



Name of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class (%)
Name of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class (%)
Principal Stockholder:
Centerbridge Capital Partners, L.P. and certain affiliated entities (1)	17,615,836	54.9
Van Berkom & Associates Inc. (2)	2,558,888	8.0
Directors, Director Nominees and Named Executive Officers:
Joseph A. Carlucci(3)	1,369,067	4.2
Syed T. Kamal(4)	1,315,564	4.0
Jonathan L. Wilcox(5)	143,304	*
Steven M. Silver(1)	—	—
Jared S. Hendricks(1)	—	—
Susanne V. Clark(1)	—	—
Thomas W. Erickson(6)	39,754	*
Michael E. Boxer(7)	72,467	*
John M. Jureller(8)	21,434	*
Patrick T. Ryan(9)	21,434	*
Robert H. Fish(10)	7,571	*
Directors and executive officers as a group (14 persons)(11)	3,222,045	9.6

* Less than one percent.

(1)

Comprised of 16,893,850 shares owned by Centerbridge Capital Partners, L.P. (together with its affiliates, “Centerbridge”), 523,697 shares owned by Centerbridge Capital Partners Strategic, L.P. and 198,289 shares owned by Centerbridge Capital Partners SBS, L.P. Centerbridge Associates, L.P. is the general partner of both Centerbridge Capital Partners, L.P. and Centerbridge Capital Partners Strategic, L.P., and Centerbridge Cayman GP Ltd. is the general partner of Centerbridge Associates, L.P. CCP SBS GP, LLC is the general partner of Centerbridge Capital Partners SBS, L.P. Jeffrey H. Aronson and Mark T. Gallogly are directors of

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Centerbridge Cayman GP Ltd. and managing members of CCP SBS GP, LLC. Messrs. Aronson and Gallogly are also the co-founders and managing principals of Centerbridge Partners, L.P., which is an affiliate of these entities but not a beneficial owner of shares of our common stock. The business address of each of the entities and persons identified in this note is 375 Park Avenue, New York, New York 10152.

Steven Silver, Jared Hendricks and Suzanne Clark, each a Senior Managing Director of Centerbridge Partners, L.P. and direct and indirect owners of interests in Centerbridge Capital Partners, L.P., Centerbridge Capital Partners SBS, L.P. and Centerbridge Capital Partners Strategic, L.P. disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein.


(2)	Based on a Schedule 13G filed with the SEC on February 13, 2018 reporting ownership as of December 31, 2017. The business address of Van Berkom & Associates Inc. is 1130 Sherbrooke Street West, Suite 1005, Montreal, Quebec H3A 2M8, Canada.

(3)

Includes (a) 651,027 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after March 8, 2018, (b) 63,255 shares of restricted stock, (c) 392,572 shares owned by the U.S. Trust Company of Delaware, Trustee or its successor in trust under the Mary F. Carlucci Dynasty Trust dated October 21, 2012, and (d) 261,713 shares owned by the U.S. Trust Company of Delaware, Trustee or its successor in trust under the Joseph A. Carlucci Dynasty Trust dated October 21, 2012.


(4)	Includes (a) 632,027 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after March 8, 2018 and (b) 28,752 shares of restricted stock.


(5)	Includes (a) 103,110 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after March 8, 2018 and (b) 36,423 shares of restricted stock.

(6)

Includes (a) 7,633 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after March 8, 2018, (b) 7,475 shares of restricted stock and (c) 18,320 shares beneficially owned through OTS Investments, Ltd., a family partnership in which Mr. Erickson and his wife are co‑general partners (each having a 0.5% ownership interest in the partnership) and their three children’s trusts are limited partners (each having a 33% ownership interest).

(7)

Includes (a) 7,633 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after March 8, 2018 and (b) 7,475 shares of restricted stock. Shares are beneficially owned through Black Diamond Partners LLC, JJ Bark LLC and Tribeca Investments LLC, all of which Mr. Boxer shares ownership with family members, except for 18,320 shares beneficially owned through The Enterprise Group Ltd., of which Mr. Boxer is the sole owner, and 13,801 shares and the shares identified in (a), which are directly held by Mr. Boxer.


(8)	Includes (a) 7,633 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after March 8, 2018 and (b) 7,475 shares of restricted stock.


(9)	Includes (a) 7,633 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after March 8, 2018 and (b) 7,475 shares of restricted stock.


(10)	Reflects shares of restricted stock.


(11)	Includes (a) 1,575,415 shares of common stock issuable upon exercise of options that are currently exercisable and/or exercisable within 60 days after March 8, 2018 and (b) 202,414 shares of restricted stock.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires officers, directors and persons who beneficially own more than 10% of a company’s common stock to file initial reports of ownership and reports of changes in ownership with the SEC and the NYSE. Officers, directors and beneficial owners with more than 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of copies of such reports and written representations from our executive officers and directors, we believe that all Section 16(a) filing requirements were complied with during 2017, except as follows. Jason Boucher, our Chief Accounting Officer and Treasurer, inadvertently failed to include 500 shares of common stock beneficially owned by him on his Form 3 filed on January 27, 2017, but such shares were subsequently reported on an amendment to his Form 3 filed on January 17, 2018.

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TRANSACTIONS WITH RELATED PERSONS

Statement of Policy Regarding Transactions with Related Persons

Our Board of Directors has adopted a written Related Person Transaction Policy to assist it in reviewing, approving and ratifying transactions with related persons and to assist us in the preparation of related disclosures required by the SEC. This Related Person Transaction Policy supplements our other policies that may apply to transactions with related persons, such as the Corporate Governance Guidelines of our Board and our Code of Ethics and Conduct.

The Related Person Transaction Policy requires all “related persons” covered by the policy to promptly disclose to the Company’s general counsel the details of any related person transaction. The general counsel will then promptly communicate that information to our Board. The Related Person Transaction Policy provides that such transactions must then be reviewed and approved or ratified by an approving body comprised of the disinterested members of the Board or any committee of the Board.

In reviewing transactions with related persons, the approving body will consider all relevant facts and circumstances, including, without limitation:


·	the relationship of the related person to the Company;


·	the nature and extent of the related person’s interest in the transaction;


·	the material terms of the transaction;


·	the importance and fairness of the transaction both to the Company and to the related person;


·	the business rationale for engaging in the transaction;


·	whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company;


·	whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non-related persons, if any; and


·	any other matters that management or the approving body deems appropriate.

The approving body will not approve or ratify any related person transaction unless it determines in good faith that, upon consideration of all relevant information, the related person transaction is in, or is not inconsistent with, the best interests of the Company. The approving body may also conclude, upon review of all relevant information, that the transaction does not constitute a related person transaction and thus that no further review is required under the policy.

Generally, the Related Person Transaction Policy applies to any current or proposed transaction that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K in which:


·	the Company was or is to be a participant;


·	the amount involved exceeds $120,000; and


·	any related person (i.e., a director, director nominee, executive officer, greater than 5% beneficial owner and any immediate family member of such person) had or will have a direct or indirect material interest.

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All of the related party transactions described below have been approved in accordance with the Related Person Transaction Policy.

Certain Related Party Transactions

The following is a summary of related person transactions from January 1, 2017 through the date of this Proxy Statement required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Stockholders Agreement

We are party to an amended and restated stockholders agreement with Centerbridge and certain of our executive officers. Our amended and restated stockholders agreement provides that until we cease to be a controlled company, Centerbridge will have the right to designate a majority of our directors. After we cease to be a controlled company, Centerbridge will continue to have the right to designate nominees to our Board, subject to the maintenance of certain ownership requirements in our Company. Centerbridge has the right to nominate to our Board a number of designees equal to: (i) the lowest whole number that is 40% or greater of the total number of directors, so long as Centerbridge beneficially owns at least 40% (but 50% or less) of the shares of our common stock entitled to vote generally in the election of our directors; (ii) the lowest whole number that is 30% or greater of the total number of directors, so long as Centerbridge beneficially owns at least 30% (but less than 40%) of the shares of our common stock entitled to vote generally in the election of our directors; (iii) the lowest whole number that is 20% or greater of the total number of directors, so long as Centerbridge beneficially owns at least 20% (but less than 30%) of the shares of our common stock entitled to vote generally in the election of our directors; and (iv) one director, so long as Centerbridge beneficially owns at least 15% (but less than 20%) of the shares of our common stock entitled to vote generally in the election of our directors. In addition, our amended and restated stockholders agreement provides that Messrs. Carlucci and Kamal will each be nominated to be a director of our Company, and Centerbridge will vote for Messrs. Carlucci and Kamal to each be a director of our Company: (x) with respect to Mr. Carlucci, for so long as he is our chief executive officer, and with respect to Mr. Kamal, for so long as he is our president; or, in each case, (y) unless he is terminated for cause or resigns without good reason, for so long as he beneficially owns (together with his family or any trust or similar vehicle established for the benefit of his family) more than 40% of the shares of our common stock owned by him as of the date of the completion of the IPO.

Registration Rights Agreement

We are party to an amended and restated registration rights agreement with Centerbridge, certain of our executive officers and other stockholders. Centerbridge is entitled to certain “demand” registration rights with respect to non‑shelf registered offerings, shelf registration and shelf “takedown” offerings under the Securities Act of 1933, as amended (the “Securities Act”), of their shares of our common stock. Centerbridge and the other stockholders, including certain of our executive officers and other stockholders, that are a party to our amended and restated registration rights agreement, as amended, are entitled to certain “piggyback” registration rights with respect to the registration of the sale of their shares of common stock under the Securities Act. Our amended and restated registration rights agreement, as amended, also provides that we will pay certain expenses relating to such registrations and indemnify such holders who have registration rights against certain liabilities that may arise under the Securities Act. Pursuant to this agreement, on July 18, 2017, we filed a registration statement on Form S-3 to register for possible resale, from time to time, an aggregate of 19,017,413 shares of our common stock, comprised of all 17,615,836 shares of our common stock held by Centerbridge, 718,040 shares held by Mr. Carlucci and 683,537 shares held by Mr. Kamal.

Income Tax Receivable Agreement

We are party to an income tax receivable agreement (“TRA”) for the benefit of our pre-IPO stockholders, including Centerbridge and our executive officers (other than Jason Boucher), that provides for the payment by us to each of our pre-IPO stockholders on a pro rata basis of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize as a result of any deductions (including net operating losses resulting from such deductions) attributable to the exercise of (or any payment, including any dividend equivalent right or payment, in respect of) any compensatory stock option issued by us that was outstanding (whether vested or

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unvested) as of April 19, 2016 (such stock options, “Relevant Stock Options” and such deductions, “Option Deductions”).

For purposes of the TRA, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had we not been able to utilize the tax benefits subject to the TRA. The term of the TRA commenced upon consummation of the IPO and will continue until all Relevant Stock Options have either been exercised or lapsed and all Option Deductions have been utilized or, if earlier, two years after all Relevant Stock Options have either been exercised or lapsed.

Our pre-IPO stockholders will not reimburse us for any payments previously made if the tax benefits giving rise to any payments under the TRA are subsequently disallowed (although future payments would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in such circumstances we could make payments under the TRA that are greater than our actual cash tax savings.

While the actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the amount and timing of the taxable income we generate in the future, whether and when any Relevant Stock Options are exercised and the value of our common stock at the time of such exercise, we expect that during the term of the TRA the payments that we make will be material.

In addition, the TRA provides that upon certain mergers, consolidations, acquisitions, asset sales, other changes of control (including changes of continuing directors) or our complete liquidation, the TRA is terminable with respect to certain Relevant Stock Options at the election of Centerbridge (or its assignee). If Centerbridge (or its assignee) elects to terminate the TRA with respect to such Relevant Stock Options, we will be required to make a payment equal to the present value of future payments under the TRA with respect to such Relevant Stock Options, which payment would be based on certain assumptions, including those relating to our future taxable income. If Centerbridge (or its assignee) does not elect to terminate the TRA with respect to such Relevant Stock Options upon a change of control, subsequent payments under the TRA will be calculated assuming that we have sufficient taxable income to utilize any available Option Deductions, in which case we may be required to make payments under the TRA that exceed our actual cash savings as a result of the Option Deductions in the taxable year.

The TRA provides that in the event that we breach any of our material obligations under it, whether as a result of our failure to make any payment when due, failure to honor any other material obligation under it or otherwise, then all our payment and other obligations under the TRA could be accelerated and become due and payable applying the same assumptions described above. Such payments could be substantial and could exceed our actual cash tax savings under the TRA.

Additionally, we generally have the right to terminate the TRA upon certain changes of control or following December 31, 2018 (whether or not any change of control has occurred). If we terminate the TRA, our payment and other obligations under the TRA will be accelerated and will become due and payable, also applying assumptions similar to those described above, except that if we terminate the TRA at a time during which any Relevant Stock Options remain outstanding, the value of the common stock that would be delivered as a result of the exercise of such Relevant Stock Options will be assumed to be the value of our common stock at such time plus a premium on such value, determined as of the date the TRA is terminated (the “Applicable Premium”). The Applicable Premium is 40% if we terminate the TRA on or before the second anniversary of the date we enter into the TRA, 30% if we terminate the TRA after the second anniversary but on or before the third anniversary of such date, 20% if we terminate the TRA after the third anniversary but on or before the fourth anniversary of such date, 10% if we terminate the TRA after the fourth anniversary but on or before the fifth anniversary of such date and 0% if we terminate the TRA after the fifth anniversary of such date. Any such termination payments could be substantial and could exceed our actual cash tax savings under the TRA.

Because we are a holding company with no operations of our own, our ability to make payments under the TRA is dependent on the ability of our subsidiaries to make distributions to us. To the extent that we are unable to make payments under the TRA, such payments will generally accrue interest at a rate equal to the London Interbank Offered Rate (“LIBOR”) plus 500 basis points from the due date until paid; however, if we are unable to make payments under the TRA because we do not have sufficient cash to make such payments as a result of limitations imposed by existing credit agreements to which we or any of our subsidiaries is a party, such payments will accrue interest at a rate equal to LIBOR plus 100 basis points from the due date until paid.

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Since January 1, 2017, payments under the TRA to each of Messrs. Carlucci, Kamal, Williamson, Wilcox and Costa totaled $25,862, $25,862, $858, $129, $538, respectively, all of which were paid in April 2017 .

Since January 1, 2017, payments under the TRA to Centerbridge totaled $696,322, all of which were paid in April 2017.

TLH Interests and Loan Servicing Agreement

The de novo clinic development costs of some of our joint venture subsidiaries are partly financed through revolving loans provided by our wholly owned operating subsidiary, American Renal Associates LLC (“ARA”), and term loans provided by Term Loan Holdings, LLC (“TLH”). In connection with our IPO on April 26, 2016, we transferred to TLH substantially all of the then-existing intercompany term loans (“assigned clinic loans”) provided to our joint venture subsidiaries by ARA. In connection with such transfer, we distributed all of the membership interests in TLH, which had been wholly owned by ARA, to our pre-IPO stockholders pro rata in accordance with their ownership in our company (the “TLH Distribution”). Accordingly, certain of our executive officers and directors and affiliates of Centerbridge own economic interests in TLH. A Centerbridge entity, which does not hold any economic interest in TLH, is the manager of TLH.

The following table sets forth the percentage membership interests held as of December 31, 2017 by Centerbridge and our executive officers and directors who own interests in TLH, and the approximate dollar values of such interests, based on the $11.1 million aggregate principal amount of assigned clinic loans outstanding as of December 31, 2017.



Related Person	TLH Interests (%)	Value ($) (dollars in thousands)
Centerbridge	79.3	8,785.8
Joseph A. Carlucci	2.9	326.3
Syed T. Kamal	2.9	326.3
Don E. Williamson (1)	*	10.8
Jonathan L. Wilcox	*	1.6
Michael R. Costa	*	6.8
Michael E. Boxer	*	25.5
Thomas W. Erickson	*	9.1

* Less than one percent.


(1)	Represents interests of Dr. Williamson and/or Spousal Limited Access Trust, Karon P. Williamson Trustee, a trust in which Mr. Williamson’s wife is trustee and beneficiary. See “-Transactions with Dr. Williamson-Clinic Joint Ventures and Loans” below.

As of December 31, 2017, the assigned clinic loans had maturities ranging from September 2018 to July 2020, with a weighted average maturity of approximately 1.9 years (November 2019), and a weighted average interest rate of 5.1%. Fixed principal and interest payments with respect to such assigned clinic term loans are payable monthly. For the year ended December 31, 2017, an aggregate of approximately $8.7 million in principal payments to TLH was made on the assigned clinic loans. Based on their proportionate interests in TLH, Centerbridge received approximately $6.9 million, and each of Messrs. Carlucci and Kamal received approximately $256 thousand, in value of these principal payments. Each assigned clinic loan is and will continue to be guaranteed by us and the applicable joint venture partner or partners in proportion to our respective ownership interests in the applicable joint venture. We guaranteed approximately $5.9 million of the assigned clinic loans outstanding as of December 31, 2017.

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TLH is entitled to receive all interest and principal paid on the assigned clinic loans pursuant to the terms of a loan servicing agreement entered into between ARA and TLH (the “Loan Servicing Agreement”). ARA continues to administer and manage the assigned clinic loans as servicer pursuant to the Loan Servicing Agreement. ARA is entitled to be paid a quarterly fee for its services based on its reasonable costs and expenses, plus a specified percentage of such costs and expenses, which may be adjusted annually based on negotiations between ARA and TLH. The Loan Servicing Agreement provides that, at such time when the principal amount of assigned clinic loans outstanding is less than 10% of the amount outstanding as of the date of the agreement, TLH will have the right to require ARA to repurchase all of the outstanding assigned clinic loans and, additionally, ARA will have the right to require TLH to sell all of the outstanding assigned clinic loans to ARA, at a purchase price equal to the aggregate principal amount of the assigned clinic loans outstanding. As manager of TLH, Centerbridge may also be entitled to reimbursement for reasonable expenses incurred in the course of its duties pursuant to the amended and restated limited liability company agreement of TLH but will not be entitled to any additional compensation for acting as managing member.

Transactions with Dr. Williamson

Software Services

Our Chief Operating Officer, Dr. Williamson, and his wife, Karon Williamson, own 51% and 2.5%, respectively, of Kinetic Decision Solutions LLC (“Kinetic”), a company from which we license software relating to electronic medical record solutions. Dr. Williamson is also Co-Founder, Chief Executive Officer and Managing Partner of Kinetic. Under the terms of this arrangement, we paid Kinetic $310,478 during 2017 and $53,199 during 2018 through February 28, 2018.

Clinic Joint Ventures and Loans

Dr. Williamson and Spousal Limited Access Trust, Karon P. Williamson Trustee, a trust in which Mr. Williamson’s wife is trustee and beneficiary, are partners in certain of our clinic joint ventures. In addition, until his appointment as our Chief Operating Officer in September 2017, Dr. Williamson served as a medical director at one of our joint venture clinics.

The clinics in which Dr. Williamson and/or his spousal trust have an ownership interest all receive intercompany revolving loans made through ARA and have a portion of their financing in the form of term loans held by TLH. See “-TLH Interests and Loan Servicing Agreement” above for a discussion of the interests of Dr. Williamson and/or his spousal trust in TLH. As of January 1, 2017 and February 28, 2018, the aggregate principal amount outstanding of the intercompany revolving loans and assigned clinic loans made to our joint ventures in which Dr. Williamson and/or his spousal trust have an ownership interest was approximately $7.2 million and $5.7 million, respectively. As of February 28, 2018, such loans had maturities ranging from February 2019 to August 2024, with a weighted average maturity of approximately 3.6 years (October 2021), and a weighted average interest rate of 4.7%. Fixed principal and interest payments with respect to such loans are payable monthly. Each loan is secured by the assets of the applicable joint venture clinic and is, and will continue to be, guaranteed by us and Dr. Williamson and/or his spousal trust in proportion to each party’s ownership interests in the applicable joint venture. Based on their proportionate ownership interest in such joint ventures, Dr. Williamson and/or his spousal trust guaranteed approximately $718,000 and $877,000 of such outstanding loans as of January 1, 2017 and February 28, 2018, respectively.

Certain Family Relationships

Mr. Nicholas J. Carlucci is the son of our Chief Executive Officer and serves as a Director of Financial Operations at the Company. For the year ended December 31, 2017, his compensation, including salary, bonuses, equity awards and other benefits, totaled $197,759. This amount includes an aggregate of 1,950 stock options with an initial aggregate Black-Scholes value of $11,168, calculated using the assumptions discussed in “Note 19-Stock-Based Compensation” of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017, and a grant of 863 shares of restricted stock with an initial grant-date fair value of $15,008.

STOCKHOLDER PROPOSALS FOR THE 2019 ANNUAL MEETING

If any stockholder wishes to propose a matter for consideration at our 2019 annual meeting of stockholders (the “2019 Annual Meeting”), the proposal should be mailed by certified mail return receipt requested, to our Secretary, American Renal Associates Holdings, Inc., 500 Cummings Center, Suite 6550, Beverly, MA 01915. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our proxy statement for the 2019 Annual Meeting, a proposal must be received by our Secretary no later than November 20, 2018. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In addition, our Bylaws permit stockholders to nominate candidates for director and present other business for consideration at our annual meeting of stockholders. To make a director nomination or present other business for consideration at the 2019 Annual Meeting, you must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of our Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our 2019 Annual Meeting, such a proposal must be received on or after January 2, 2019, but not later than February 1, 2019. In the event that the date of the 2019 Annual Meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of this year’s Annual Meeting of Stockholders, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to the 2019 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 2019 Annual Meeting or the 10th day following the day on which public announcement of the date of the 2019 Annual Meeting is first made. The Bylaws have additional requirements that must also be followed in connection with submitting nominations or other business at an annual meeting.

HOUSEHOLDING OF PROXY MATERIALS

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices of internet availability of proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies by reducing printing and mailing costs. Although we are not utilizing householding, some brokers with account holders who are our stockholders may household proxy materials, delivering a single proxy statement or notice of internet availability of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will generally continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice of internet availability of proxy materials, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of the proxy statement and annual report by contacting us in writing at American Renal Associates Holdings, Inc., 500 Cummings Center, Suite 6550, Beverly, MA 01915 or by contacting our Investor Relations department by telephone at 978-522-6063.

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OTHER BUSINESS

The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website (www.americanrenal.com) and click on “SEC Filings” under the “Investor Relations” heading. Copies of our Annual Report on Form 10-K for the year ended December 31, 2017, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to: the Secretary of the Company, Michael R. Costa, Esq., American Renal Associates Holdings, Inc., 500 Cummings Center, Suite 6550, Beverly, MA 01915.